<PAGE>
As filed with the Securities and Exchange Commission on March 21, 1995
Registration No. 33-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
Form S-8
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
-------------------
Capital Cities/ABC, Inc.
(Exact name of registrant as specified in its charter)
New York 14-1284013
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification number)
77 West 66th Street, New York, New York 10023-6298
(212) 456-7777
(Address, including zip code and telephone number, including area code of
registrants principal executive offices)
EMPLOYEE STOCK PURCHASE PLAN OF
CAPITAL CITIES/ABC, INC.
(Full title of the plan)
-------------------
RONALD J. DOERFLER
Senior Vice President & Chief Financial Officer
Capital Cities/ABC, Inc.
(Name, address, including zip code and telephone number, including area code, of
agent for service)
-------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
==================================================================================================
Proposed Proposed
Amount maximum maximum Amount of
Title of securities to be offering price aggregate registration
to be registered registered per share offering price fee
------------------- ---------- -------------- -------------- ------------
<S> <C> <C> <C> <C>
Common stock par value $0.10 per share.. 4,000,000 $75.33(1) $301,320,000(1) $103,904(1)
==================================================================================================
</TABLE>
(1) In accordance with the terms of the Employee Stock Purchase Plan (the
Plan), the purchase price per share of common stock is the lesser of (a)
85% of its fair market value on the Date of Grant (as defined in the Plan),
or (b) 85% of its fair market value on the Date of Purchase (as defined in
the Plan). In accordance with Rule 457(c) and Rule 457 (h)(1), the
aggregate offering price and the amount of the registration fee are
computed on the basis of 85% of the average of the high and low prices
reported in the consolidated reporting system on March 15, 1995, which was
$88 5/8.
-------------------
Pursuant to Rule 429 of the Rules and Regulations promulgated under the
Securities Act of 1933, the Prospectus which constitutes part of this
Registration Statement also relates to the Registrants shares of common stock
registered on Form S-8, Registration Statement No. 33-33761.
================================================================================
<PAGE>
The contents of Registration Statement No. 33-33761
are incorporated herein by reference.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits
5 --Opinion of Hall Dickler Kent Friedman & Wood
23-1 --Consent of Hall Dickler Kent Friedman & Wood (contained in their
opinion filed as Exhibit 5).
23-2 --Consent of Ernst & Young LLP.
24 --Powers of Attorney from a majority of the members of the Board of
Directors of the Company.
II-1
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of New York, and State of New York, on the 20th day of
March 1995.
Capital Cities/ABC, Inc.
By /s/ Ronald J. Doerfler
------------------------------
(Ronald J. Doerfler)
Senior Vice President and
Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the date indicated.
Signature Title Date
--------- ----- ----
Principal Executive Officer:
/s/ THOMAS S. MURPHY
- ------------------------- Chairman of the Board and Chief March 20,1995
(Thomas S. Murphy) Executive Officer and Director
Principal Financial Officer:
/s/ RONALD J. DOERFLER
- ------------------------- Senior Vice President and Chief March 20,1995
(Ronald J. Doerfler) Financial Officer
Controller:
/s/ ALLAN J. EDELSON
- ------------------------- Vice President and Controller March 20,1995
(Allan J. Edelson)
Directors:
* Director March 20,1995
- -------------------------
(Robert P. Bauman)
* Director March 20,1995
- -------------------------
(Nicholas F. Brady)
* Director March 20,1995
- -------------------------
(Warren E. Buffett)
* Director March 20,1995
- -------------------------
(Daniel B. Burke)
* Director March 20,1995
- -------------------------
(Frank T. Cary)
* Director March 20,1995
- -------------------------
(John B. Fairchild)
* Director March 20,1995
- -------------------------
(Leonard H. Goldenson)
/s/ ROBERT A. IGER Director March 20,1995
- -------------------------
(Robert A. Iger)
II-2
<PAGE>
Signature Title Date
--------- ----- ----
* Director March 20,1995
- -------------------------
(Frank S. Jones)
* Director March 20,1995
- -------------------------
(Ann Dibble Jordan)
* Director March 20,1995
- -------------------------
(John H. Muller, Jr.)
* Director March 20,1995
- -------------------------
(Wyndham Robertson)
* Director March 20,1995
- -------------------------
(M. Cabell Woodward, Jr.)
* /s/ RONALD J. DOERFLER
- -------------------------
Ronald J. Doerfler,
Attorney-in-Fact
II-3
<PAGE>
EXHIBIT INDEX
Exhibits Page no.
- -------- --------
5 --Opinion of Hall Dickler Kent Friedman & Wood
23-1 --Consent of Hall Dickler Kent Friedman & Wood (contained in their
opinion filed as Exhibit 5).
23-2 --Consent of Ernst & Young LLP.
24 --Powers of Attorney from a majority of the members of the Board of
Directors of the Company.
<PAGE>
Exhibit 5
[LETTERHEAD OF HALL DICKLER KENT FRIEDMAN & WOOD]
March 21, 1995
Securities and Exchange Commission
Division of Corporation Finance
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Capital Cities/ABC, Inc. -- Registration Statement
on Form S-8 of Common Stock under the Employee
Stock Purchase Plan of Capital Cities/ABC, Inc.
--------------------------------------------------
Ladies and Gentlemen:
We are rendering this opinion as counsel for Capital Cities/ABC, Inc.
(the "Company"), a corporation organized under the laws of the State of
New York, in connection with the registration of 4,000,000 shares of common
stock, par value $.10 per share (the "Shares") under a Registration Statement on
Form S-8 dated March 21, 1995 filed herewith under the Securities Act of 1933
(the "Securities Act") (the aforesaid registration statement being hereinafter
referred to as the "Registration Statement"). The Registration Statement relates
to the offer and sale of the Shares to those employees of the Company and its
designated subsidiaries who are participants in the Company's Employee Stock
Purchase Plan (the "Plan") and the sales, if any, of the Shares by participants
in the Plan under circumstances requiring the use of a prospectus (other than
for sales of securities acquired under the Plan by "affiliates" of the Company
[as such term is defined in Rule 405 under the Securities Act] unless such sales
are exempt from registration). The prospectus which forms a part of the
Registration Statement (the "Prospectus") also relates to shares of Common Stock
included in the Registration Statement on Form S-8 (No. 33-33761) relating to
the Plan which became effective on April 2, 1990.
We have examined such corporate records, other documents and matters of
fact and law as we have considered necessary for the purpose of rendering this
opinion, including the Restated Certificate of Incorporation of the Company, as
amended, the By-laws of the Company, minutes of meetings of Directors and
shareholders of the Company, the Plan and the Registration Statement, including
the Prospectus.
<PAGE>
---------------------------------
HALL DICKLER KENT FRIEDMAN & WOOD
---------------------------------
Securities and Exchange Commission
March 21, 1995
Page 2.
Based on the foregoing, it is our opinion that the Shares as described
in and covered by the Registration Statement, when issued and delivered in the
manner described in the Prospectus and in accordance with the provisions of the
Plan, will be validly issued and outstanding, fully paid and non-assessable,
shares of Common Stock of the Company.
We further hereby consent to all references to us in the Registration
Statement, including all references to us in the Prospectus.
Very truly yours,
/s/ Hall Dickler Kent Friedman & Wood
HALL DICKLER KENT FRIEDMAN & WOOD
<PAGE>
Exhibit 23.2
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration Statement
(Form S-8) covering the registration of 4,000,000 shares of common stock of
Capital Cities/ABC, Inc. under the Employee Stock Purchase Plan of
Capital Cities/ABC, Inc. of our report dated February 28, 1995, with respect to
the consolidated financial statements and schedule of Capital Cities/ABC,Inc.
incorporated by reference in its Annual Report on Form 10-K for the year ended
December 31, 1994, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
March 20, 1995
New York, New York
<PAGE>
Exhibit 24
CAPITAL CITIES/ABC, INC.
POWER OF ATTORNEY TO SIGN REGISTRATION STATEMENT
Know All Men By These Presents, that the undersigned director of Capital
Cities/ABC, Inc. (the Company), hereby constitutes and appoints Thomas S.
Murphy, Robert A. Iger and Ronald J. Doerfler, and each of them severally, his
or her true and lawful attorneys and agents, with power to act with or without
the others and with full power of substitution and resubstitution, to do any and
all acts and all things and to execute any and all instruments which said
attorneys and agents and each of them may deem necessary or desirable to enable
the Company to comply with the Securities Act of 1933, as amended, and any
rules, regulations and requirements of the Securities and Exchange Commission
thereunder in connection with the registration under such Act of Common Stock of
the Company to be sold under the Employee Stock Purchase Plan, to the extent
that any such registration may be required in the opinion of the executive
officers of the Company, upon the advice of counsel, including without
limitation the power and authority to sign the name of the undersigned director
to the Registration Statement on Form S-8 relating to the registration of such
Common Stock, to be filed with the Securities and Exchange Commission with
respect to said Common Stock, to any and all amendments to said Registration
Statement, whether such amendments are filed before or after the effective date
of such Registration Statement, and to any and all instruments or documents
filed as a part of or in connection with such Registration Statement or any and
all amendments thereto, whether such amendments are filed before or after the
effective date of such Registration Statement; and the undersigned hereby
ratifies and confirms all that said attorneys and agents and each of them shall
do or cause to be done by virtue hereof.
In Witness Whereof, the undersigned has subscribed these presents this 3rd day
---
of March, 1995.
Robert P. Bauman
______________________________________________
Name
/s/ Robert P. Bauman
______________________________________________
Signature
<PAGE>
Exhibit 24
CAPITAL CITIES/ABC, INC.
POWER OF ATTORNEY TO SIGN REGISTRATION STATEMENT
Know All Men By These Presents, that the undersigned director of Capital
Cities/ABC, Inc. (the Company), hereby constitutes and appoints Thomas S.
Murphy, Robert A. Iger and Ronald J. Doerfler, and each of them severally, his
or her true and lawful attorneys and agents, with power to act with or without
the others and with full power of substitution and resubstitution, to do any and
all acts and all things and to execute any and all instruments which said
attorneys and agents and each of them may deem necessary or desirable to enable
the Company to comply with the Securities Act of 1933, as amended, and any
rules, regulations and requirements of the Securities and Exchange Commission
thereunder in connection with the registration under such Act of Common Stock of
the Company to be sold under the Employee Stock Purchase Plan, to the extent
that any such registration may be required in the opinion of the executive
officers of the Company, upon the advice of counsel, including without
limitation the power and authority to sign the name of the undersigned director
to the Registration Statement on Form S-8 relating to the registration of such
Common Stock, to be filed with the Securities and Exchange Commission with
respect to said Common Stock, to any and all amendments to said Registration
Statement, whether such amendments are filed before or after the effective date
of such Registration Statement, and to any and all instruments or documents
filed as a part of or in connection with such Registration Statement or any and
all amendments thereto, whether such amendments are filed before or after the
effective date of such Registration Statement; and the undersigned hereby
ratifies and confirms all that said attorneys and agents and each of them shall
do or cause to be done by virtue hereof.
In Witness Whereof, the undersigned has subscribed these presents this 3rd day
---
of March, 1995.
Nicholas F. Brady
______________________________________________
Name
/s/ Nicholas F. Brady
______________________________________________
Signature
<PAGE>
Exhibit 24
CAPITAL CITIES/ABC, INC.
POWER OF ATTORNEY TO SIGN REGISTRATION STATEMENT
Know All Men By These Presents, that the undersigned director of Capital
Cities/ABC, Inc. (the Company), hereby constitutes and appoints Thomas S.
Murphy, Robert A. Iger and Ronald J. Doerfler, and each of them severally, his
or her true and lawful attorneys and agents, with power to act with or without
the others and with full power of substitution and resubstitution, to do any and
all acts and all things and to execute any and all instruments which said
attorneys and agents and each of them may deem necessary or desirable to enable
the Company to comply with the Securities Act of 1933, as amended, and any
rules, regulations and requirements of the Securities and Exchange Commission
thereunder in connection with the registration under such Act of Common Stock of
the Company to be sold under the Employee Stock Purchase Plan, to the extent
that any such registration may be required in the opinion of the executive
officers of the Company, upon the advice of counsel, including without
limitation the power and authority to sign the name of the undersigned director
to the Registration Statement on Form S-8 relating to the registration of such
Common Stock, to be filed with the Securities and Exchange Commission with
respect to said Common Stock, to any and all amendments to said Registration
Statement, whether such amendments are filed before or after the effective date
of such Registration Statement, and to any and all instruments or documents
filed as a part of or in connection with such Registration Statement or any and
all amendments thereto, whether such amendments are filed before or after the
effective date of such Registration Statement; and the undersigned hereby
ratifies and confirms all that said attorneys and agents and each of them shall
do or cause to be done by virtue hereof.
In Witness Whereof, the undersigned has subscribed these presents this 3rd day
---
of March, 1995.
Warren E. Buffett
______________________________________________
Name
/s/ Warren E. Buffett
______________________________________________
Signature
<PAGE>
Exhibit 24
CAPITAL CITIES/ABC, INC.
POWER OF ATTORNEY TO SIGN REGISTRATION STATEMENT
Know All Men By These Presents, that the undersigned director of Capital
Cities/ABC, Inc. (the Company), hereby constitutes and appoints Thomas S.
Murphy, Robert A. Iger and Ronald J. Doerfler, and each of them severally, his
or her true and lawful attorneys and agents, with power to act with or without
the others and with full power of substitution and resubstitution, to do any and
all acts and all things and to execute any and all instruments which said
attorneys and agents and each of them may deem necessary or desirable to enable
the Company to comply with the Securities Act of 1933, as amended, and any
rules, regulations and requirements of the Securities and Exchange Commission
thereunder in connection with the registration under such Act of Common Stock of
the Company to be sold under the Employee Stock Purchase Plan, to the extent
that any such registration may be required in the opinion of the executive
officers of the Company, upon the advice of counsel, including without
limitation the power and authority to sign the name of the undersigned director
to the Registration Statement on Form S-8 relating to the registration of such
Common Stock, to be filed with the Securities and Exchange Commission with
respect to said Common Stock, to any and all amendments to said Registration
Statement, whether such amendments are filed before or after the effective date
of such Registration Statement, and to any and all instruments or documents
filed as a part of or in connection with such Registration Statement or any and
all amendments thereto, whether such amendments are filed before or after the
effective date of such Registration Statement; and the undersigned hereby
ratifies and confirms all that said attorneys and agents and each of them shall
do or cause to be done by virtue hereof.
In Witness Whereof, the undersigned has subscribed these presents this 7th day
---
of March, 1995.
Daniel B. Burke
______________________________________________
Name
/s/ Daniel B. Burke
______________________________________________
Signature
<PAGE>
Exhibit 24
CAPITAL CITIES/ABC, INC.
POWER OF ATTORNEY TO SIGN REGISTRATION STATEMENT
Know All Men By These Presents, that the undersigned director of Capital
Cities/ABC, Inc. (the Company), hereby constitutes and appoints Thomas S.
Murphy, Robert A. Iger and Ronald J. Doerfler, and each of them severally, his
or her true and lawful attorneys and agents, with power to act with or without
the others and with full power of substitution and resubstitution, to do any and
all acts and all things and to execute any and all instruments which said
attorneys and agents and each of them may deem necessary or desirable to enable
the Company to comply with the Securities Act of 1933, as amended, and any
rules, regulations and requirements of the Securities and Exchange Commission
thereunder in connection with the registration under such Act of Common Stock of
the Company to be sold under the Employee Stock Purchase Plan, to the extent
that any such registration may be required in the opinion of the executive
officers of the Company, upon the advice of counsel, including without
limitation the power and authority to sign the name of the undersigned director
to the Registration Statement on Form S-8 relating to the registration of such
Common Stock, to be filed with the Securities and Exchange Commission with
respect to said Common Stock, to any and all amendments to said Registration
Statement, whether such amendments are filed before or after the effective date
of such Registration Statement, and to any and all instruments or documents
filed as a part of or in connection with such Registration Statement or any and
all amendments thereto, whether such amendments are filed before or after the
effective date of such Registration Statement; and the undersigned hereby
ratifies and confirms all that said attorneys and agents and each of them shall
do or cause to be done by virtue hereof.
In Witness Whereof, the undersigned has subscribed these presents this 7th day
---
of March, 1995.
Frank T. Cary
______________________________________________
Name
/s/ Frank T. Cary
______________________________________________
Signature
<PAGE>
Exhibit 24
CAPITAL CITIES/ABC, INC.
POWER OF ATTORNEY TO SIGN REGISTRATION STATEMENT
Know All Men By These Presents, that the undersigned director of Capital
Cities/ABC, Inc. (the Company), hereby constitutes and appoints Thomas S.
Murphy, Robert A. Iger and Ronald J. Doerfler, and each of them severally, his
or her true and lawful attorneys and agents, with power to act with or without
the others and with full power of substitution and resubstitution, to do any and
all acts and all things and to execute any and all instruments which said
attorneys and agents and each of them may deem necessary or desirable to enable
the Company to comply with the Securities Act of 1933, as amended, and any
rules, regulations and requirements of the Securities and Exchange Commission
thereunder in connection with the registration under such Act of Common Stock of
the Company to be sold under the Employee Stock Purchase Plan, to the extent
that any such registration may be required in the opinion of the executive
officers of the Company, upon the advice of counsel, including without
limitation the power and authority to sign the name of the undersigned director
to the Registration Statement on Form S-8 relating to the registration of such
Common Stock, to be filed with the Securities and Exchange Commission with
respect to said Common Stock, to any and all amendments to said Registration
Statement, whether such amendments are filed before or after the effective date
of such Registration Statement, and to any and all instruments or documents
filed as a part of or in connection with such Registration Statement or any and
all amendments thereto, whether such amendments are filed before or after the
effective date of such Registration Statement; and the undersigned hereby
ratifies and confirms all that said attorneys and agents and each of them shall
do or cause to be done by virtue hereof.
In Witness Whereof, the undersigned has subscribed these presents this 3 day
---
of March, 1995.
John B. Fairchild
______________________________________________
Name
/s/ John B. Fairchild
______________________________________________
Signature
<PAGE>
Exhibit 24
CAPITAL CITIES/ABC, INC.
POWER OF ATTORNEY TO SIGN REGISTRATION STATEMENT
Know All Men By These Presents, that the undersigned director of Capital
Cities/ABC, Inc. (the Company), hereby constitutes and appoints Thomas S.
Murphy, Robert A. Iger and Ronald J. Doerfler, and each of them severally, his
or her true and lawful attorneys and agents, with power to act with or without
the others and with full power of substitution and resubstitution, to do any and
all acts and all things and to execute any and all instruments which said
attorneys and agents and each of them may deem necessary or desirable to enable
the Company to comply with the Securities Act of 1933, as amended, and any
rules, regulations and requirements of the Securities and Exchange Commission
thereunder in connection with the registration under such Act of Common Stock of
the Company to be sold under the Employee Stock Purchase Plan, to the extent
that any such registration may be required in the opinion of the executive
officers of the Company, upon the advice of counsel, including without
limitation the power and authority to sign the name of the undersigned director
to the Registration Statement on Form S-8 relating to the registration of such
Common Stock, to be filed with the Securities and Exchange Commission with
respect to said Common Stock, to any and all amendments to said Registration
Statement, whether such amendments are filed before or after the effective date
of such Registration Statement, and to any and all instruments or documents
filed as a part of or in connection with such Registration Statement or any and
all amendments thereto, whether such amendments are filed before or after the
effective date of such Registration Statement; and the undersigned hereby
ratifies and confirms all that said attorneys and agents and each of them shall
do or cause to be done by virtue hereof.
In Witness Whereof, the undersigned has subscribed these presents this 3rd day
---
of March, 1995.
Leonard H. Goldenson
______________________________________________
Name
/s/ Leonard H. Goldenson
______________________________________________
Signature
<PAGE>
Exhibit 24
CAPITAL CITIES/ABC, INC.
POWER OF ATTORNEY TO SIGN REGISTRATION STATEMENT
Know All Men By These Presents, that the undersigned director of Capital
Cities/ABC, Inc. (the Company), hereby constitutes and appoints Thomas S.
Murphy, Robert A. Iger and Ronald J. Doerfler, and each of them severally, his
or her true and lawful attorneys and agents, with power to act with or without
the others and with full power of substitution and resubstitution, to do any and
all acts and all things and to execute any and all instruments which said
attorneys and agents and each of them may deem necessary or desirable to enable
the Company to comply with the Securities Act of 1933, as amended, and any
rules, regulations and requirements of the Securities and Exchange Commission
thereunder in connection with the registration under such Act of Common Stock of
the Company to be sold under the Employee Stock Purchase Plan, to the extent
that any such registration may be required in the opinion of the executive
officers of the Company, upon the advice of counsel, including without
limitation the power and authority to sign the name of the undersigned director
to the Registration Statement on Form S-8 relating to the registration of such
Common Stock, to be filed with the Securities and Exchange Commission with
respect to said Common Stock, to any and all amendments to said Registration
Statement, whether such amendments are filed before or after the effective date
of such Registration Statement, and to any and all instruments or documents
filed as a part of or in connection with such Registration Statement or any and
all amendments thereto, whether such amendments are filed before or after the
effective date of such Registration Statement; and the undersigned hereby
ratifies and confirms all that said attorneys and agents and each of them shall
do or cause to be done by virtue hereof.
In Witness Whereof, the undersigned has subscribed these presents this 3rd day
---
of March, 1995.
Frank S. Jones
______________________________________________
Name
/s/ Frank S. Jones
_______________________________________________
Signature
<PAGE>
Exhibit 24
CAPITAL CITIES/ABC, INC.
POWER OF ATTORNEY TO SIGN REGISTRATION STATEMENT
Know All Men By These Presents, that the undersigned director of Capital
Cities/ABC, Inc. (the Company), hereby constitutes and appoints Thomas S.
Murphy, Robert A. Iger and Ronald J. Doerfler, and each of them severally, his
or her true and lawful attorneys and agents, with power to act with or without
the others and with full power of substitution and resubstitution, to do any and
all acts and all things and to execute any and all instruments which said
attorneys and agents and each of them may deem necessary or desirable to enable
the Company to comply with the Securities Act of 1933, as amended, and any
rules, regulations and requirements of the Securities and Exchange Commission
thereunder in connection with the registration under such Act of Common Stock of
the Company to be sold under the Employee Stock Purchase Plan, to the extent
that any such registration may be required in the opinion of the executive
officers of the Company, upon the advice of counsel, including without
limitation the power and authority to sign the name of the undersigned director
to the Registration Statement on Form S-8 relating to the registration of such
Common Stock, to be filed with the Securities and Exchange Commission with
respect to said Common Stock, to any and all amendments to said Registration
Statement, whether such amendments are filed before or after the effective date
of such Registration Statement, and to any and all instruments or documents
filed as a part of or in connection with such Registration Statement or any and
all amendments thereto, whether such amendments are filed before or after the
effective date of such Registration Statement; and the undersigned hereby
ratifies and confirms all that said attorneys and agents and each of them shall
do or cause to be done by virtue hereof.
In Witness Whereof, the undersigned has subscribed these presents this 3 day
---
of March, 1995.
Ann Dibble Jordan
______________________________________________
Name
/s/ Ann Dibble Jordan
______________________________________________
Signature
<PAGE>
Exhibit 24
CAPITAL CITIES/ABC, INC.
POWER OF ATTORNEY TO SIGN REGISTRATION STATEMENT
Know All Men By These Presents, that the undersigned director of Capital
Cities/ABC, Inc. (the Company), hereby constitutes and appoints Thomas S.
Murphy, Robert A. Iger and Ronald J. Doerfler, and each of them severally, his
or her true and lawful attorneys and agents, with power to act with or without
the others and with full power of substitution and resubstitution, to do any and
all acts and all things and to execute any and all instruments which said
attorneys and agents and each of them may deem necessary or desirable to enable
the Company to comply with the Securities Act of 1933, as amended, and any
rules, regulations and requirements of the Securities and Exchange Commission
thereunder in connection with the registration under such Act of Common Stock of
the Company to be sold under the Employee Stock Purchase Plan, to the extent
that any such registration may be required in the opinion of the executive
officers of the Company, upon the advice of counsel, including without
limitation the power and authority to sign the name of the undersigned director
to the Registration Statement on Form S-8 relating to the registration of such
Common Stock, to be filed with the Securities and Exchange Commission with
respect to said Common Stock, to any and all amendments to said Registration
Statement, whether such amendments are filed before or after the effective date
of such Registration Statement, and to any and all instruments or documents
filed as a part of or in connection with such Registration Statement or any and
all amendments thereto, whether such amendments are filed before or after the
effective date of such Registration Statement; and the undersigned hereby
ratifies and confirms all that said attorneys and agents and each of them shall
do or cause to be done by virtue hereof.
In Witness Whereof, the undersigned has subscribed these presents this 3rd day
---
of March, 1995.
John H. Muller, Jr.
______________________________________________
Name
/s/ John H. Muller, Jr.
______________________________________________
Signature
<PAGE>
Exhibit 24
CAPITAL CITIES/ABC, INC.
POWER OF ATTORNEY TO SIGN REGISTRATION STATEMENT
Know All Men By These Presents, that the undersigned director of Capital
Cities/ABC, Inc. (the Company), hereby constitutes and appoints Thomas S.
Murphy, Robert A. Iger and Ronald J. Doerfler, and each of them severally, his
or her true and lawful attorneys and agents, with power to act with or without
the others and with full power of substitution and resubstitution, to do any and
all acts and all things and to execute any and all instruments which said
attorneys and agents and each of them may deem necessary or desirable to enable
the Company to comply with the Securities Act of 1933, as amended, and any
rules, regulations and requirements of the Securities and Exchange Commission
thereunder in connection with the registration under such Act of Common Stock of
the Company to be sold under the Employee Stock Purchase Plan, to the extent
that any such registration may be required in the opinion of the executive
officers of the Company, upon the advice of counsel, including without
limitation the power and authority to sign the name of the undersigned director
to the Registration Statement on Form S-8 relating to the registration of such
Common Stock, to be filed with the Securities and Exchange Commission with
respect to said Common Stock, to any and all amendments to said Registration
Statement, whether such amendments are filed before or after the effective date
of such Registration Statement, and to any and all instruments or documents
filed as a part of or in connection with such Registration Statement or any and
all amendments thereto, whether such amendments are filed before or after the
effective date of such Registration Statement; and the undersigned hereby
ratifies and confirms all that said attorneys and agents and each of them shall
do or cause to be done by virtue hereof.
In Witness Whereof, the undersigned has subscribed these presents this 10 day
----
of March, 1995.
Wyndham Robertson
______________________________________________
Name
/s/ Wyndham Robertson
______________________________________________
Signature
<PAGE>
Exhibit 24
CAPITAL CITIES/ABC, INC.
POWER OF ATTORNEY TO SIGN REGISTRATION STATEMENT
Know All Men By These Presents, that the undersigned director of Capital
Cities/ABC, Inc. (the Company), hereby constitutes and appoints Thomas S.
Murphy, Robert A. Iger and Ronald J. Doerfler, and each of them severally, his
or her true and lawful attorneys and agents, with power to act with or without
the others and with full power of substitution and resubstitution, to do any and
all acts and all things and to execute any and all instruments which said
attorneys and agents and each of them may deem necessary or desirable to enable
the Company to comply with the Securities Act of 1933, as amended, and any
rules, regulations and requirements of the Securities and Exchange Commission
thereunder in connection with the registration under such Act of Common Stock of
the Company to be sold under the Employee Stock Purchase Plan, to the extent
that any such registration may be required in the opinion of the executive
officers of the Company, upon the advice of counsel, including without
limitation the power and authority to sign the name of the undersigned director
to the Registration Statement on Form S-8 relating to the registration of such
Common Stock, to be filed with the Securities and Exchange Commission with
respect to said Common Stock, to any and all amendments to said Registration
Statement, whether such amendments are filed before or after the effective date
of such Registration Statement, and to any and all instruments or documents
filed as a part of or in connection with such Registration Statement or any and
all amendments thereto, whether such amendments are filed before or after the
effective date of such Registration Statement; and the undersigned hereby
ratifies and confirms all that said attorneys and agents and each of them shall
do or cause to be done by virtue hereof.
In Witness Whereof, the undersigned has subscribed these presents this 5th day
---
of March, 1995.
M. Cabell Woodward, Jr.
______________________________________________
Name
/s/ M. Cabell Woodward, Jr.
______________________________________________
Signature
