SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) January 4, 1996
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Capital Cities/ABC, Inc.
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(Exact name of registrant as specified in its charter)
New York 1-4278 14-1284013
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(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) Identification No.)
77 West 66th Street, New York, N.Y. 10023
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (212) 456-7777
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Not Applicable
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(Former name or former address, if changed since last report)
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Item 5. Other Events.
At a Special Meeting of the Shareholders of Capital
Cities/ABC, Inc. (the "registrant"), duly held on January 4, 1996,
holders of approximately 79.5 percent of the outstanding shares of the
registrant's Common Stock, par value $.10 per share, approved and
adopted the Amended and Restated Agreement and Plan of Reorganization,
dated as of July 31, 1995 (the "Reorganization Agreement"), between
The Walt Disney Company ("Disney") and the registrant. The
Reorganization Agreement provides that a wholly owned subsidiary of
Disney would merge with and into the registrant, with the registrant
becoming a wholly owned subsidiary of Disney (the "Merger").
Consummation of the Merger remains subject to the receipt of certain
approvals from regulatory authorities and the satisfaction or waiver
of customary closing conditions.
A copy of the press release, dated January 4, 1996 issued by
the registrant relating to the registrant's Special Meeting of
Shareholders is attached hereto as Exhibit 99 and is incorporated
herein by reference.
Item 7. Financial Statements and Exhibits.
(c) The following exhibit is filed with this report:
99. Press release of the registrant relating to the
registrant's Special Meeting of Shareholders held on January 4, 1996.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.
Capital Cities/ABC, Inc.
By: /s/ Ronald J. Doerfler
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Name: Ronald J. Doerfler
Title: Senior Vice President
and Chief Financial Officer
Dated: January 4, 1996
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EXHIBIT INDEX
Exhibit Number Description
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99 Press Release of the registrant
issued January 4, 1996.
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Exhibit 99
CAPITAL CITIES/ABC, INC.
77 West 66th Street
New York, N.Y. 10023
PRESS RELEASE (FOR IMMEDIATE RELEASE)
CAPITAL CITIES/ABC, INC.'S SHAREHOLDERS
APPROVE MERGER WITH THE WALT DISNEY COMPANY
New York, NY, January 4, 1996--Capital Cities/ABC, Inc.
(NYSE:CCB) today announced that at a special meeting of the
shareholders of Capital Cities/ABC, Inc., held today, the holders of
approximately 79.5 percent of the outstanding shares of Capital
Cities/ABC, Inc. common stock approved and adopted the Amended and
Restated Agreement and Plan of Reorganization, dated as of July 31,
1995, between The Walt Disney Company and Capital Cities/ABC, Inc.
The consummation of the merger remains subject to the
receipt of certain approvals from regulatory authorities and the
satisfaction of customary closing conditions.
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