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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIER EVENT REPORTED):
DECEMBER 1, 1995
THE WALT DISNEY COMPANY
DC HOLDCO, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE
DELAWARE
(STATE OR JURISDICTION OF INCORPORATION)
1-4083 95-0684440
33-62777 95-4545390
(COMMISSION FILE NUMBER) (IRS EMPLOYER IDENTIFICATION NO.)
500 SOUTH BUENA VISTA STREET, BURBANK, CALIFORNIA 91521
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
(818) 560-1000
(REGISTRANT'S TELEPHONE NUMBER)
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ITEM 5. OTHER EVENTS
On November 30, 1995, the Securities and Exchange Commission declared
effective the Registration Statement on Form S-3 (No. 33-62777) of The Walt
Disney Company and DC Holdco, Inc. (collectively, the "Company"), permitting the
Company to issue an aggregate of $5,000,000,000 of debt securities, preferred
stock and warrants.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibit 23.3 Consent of Independent Auditors (Ernst &
Young LLP)
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrants have duly caused this report to be signed on their behalf by the
undersigned hereunto duly authorized.
THE WALT DISNEY COMPANY
Date: December 1, 1995 By: /s/ David K. Thompson
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David K. Thompson
Senior Vice President - Assistant
General Counsel
DC HOLDCO, INC.
Date: December 1, 1995 By: /s/ David K. Thompson
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David K. Thompson
Senior Vice President - Assistant
General Counsel
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EXHIBIT 23.3
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in
Amendment No. 3 to the Registration Statement (Form S-3 No. 62777) and the
related Prospectus of The Walt Disney Company and DC Holdco, Inc. and to the
incorporation by reference therein of our reports dated February 28, 1995 with
respect to the consolidated financial statements and schedule of Capital
Cities/ABC, Inc. included in its Annual Report and Form 10-K for the year ended
December 31, 1994, filed with the Securities and Exchange Commission.
ERNST & YOUNG LLP
New York, New York
November 27, 1995
