DISNEY WALT CO
S-3/A, 1995-11-15
MISCELLANEOUS AMUSEMENT & RECREATION
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<PAGE>
   
   AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 15, 1995
    
                                                       REGISTRATION NO. 33-62777
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                            ------------------------

   
                                AMENDMENT NO. 2
                                       TO
                                    FORM S-3
                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933
    
                            ------------------------

<TABLE>
<S>                                       <C>                                       <C>
        THE WALT DISNEY COMPANY                           DELAWARE                                 95-0684440
            DC HOLDCO, INC.                               DELAWARE                                 95-4545390
       (Exact name of registrant              (State or other jurisdiction of                   (I.R.S. employer
      as specified in its charter)             incorporation or organization)                identification number)
</TABLE>

<TABLE>
<S>                                                                <C>
                                                                                        DAVID K. THOMPSON
                                                                        SENIOR VICE PRESIDENT -- ASSISTANT GENERAL COUNSEL
                  500 SOUTH BUENA VISTA STREET                                       THE WALT DISNEY COMPANY
                    BURBANK, CALIFORNIA 91521                                      500 SOUTH BUENA VISTA STREET
                         (818) 560-1000                                             BURBANK, CALIFORNIA 91521
       (Address, including zip code and telephone number,                                 (818) 560-1000
              including area code, of registrant's                            (Name, address, including zip code and
                  principal executive offices)                                telephone number, including area code,
                                                                                      of agent for service)
</TABLE>

                                    COPY TO:

                             Thomas C. Janson, Jr.
                      Skadden, Arps, Slate, Meagher & Flom
                       300 South Grand Avenue, Suite 3400
                         Los Angeles, California 90071
                                 (213) 687-5000
                            ------------------------

        APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
     From time to time after this Registration Statement becomes effective.

    If  the  only securities  being registered  on this  Form are  being offered
pursuant to dividend or interest reinvestment plans, please check the  following
box. / /

    If  any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to  Rule 415 under the Securities Act  of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. /X/

    If  this Form  is filed  to register  additional securities  for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list  the  Securities  Act  registration statement  number  of  the  earlier
effective registration statement for the same offering. / /

    If  this Form  is a post-effective  amendment filed pursuant  to Rule 462(c)
under the Securities Act,  check the following box  and list the Securities  Act
registration  statement number  of the earlier  effective registration statement
for the same offering. / /

    If delivery of the prospectus is expected  to be made pursuant to Rule  434,
please check the following box. /X/
                            ------------------------

    THE  REGISTRANTS HEREBY  AMEND THIS REGISTRATION  STATEMENT ON  SUCH DATE OR
DATES AS MAY  BE NECESSARY  TO DELAY ITS  EFFECTIVE DATE  UNTIL THE  REGISTRANTS
SHALL  FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE  IN ACCORDANCE WITH SECTION 8(A)  OF
THE  SECURITIES ACT  OF 1933 OR  UNTIL THIS REGISTRATION  STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION  8(A),
MAY DETERMINE.

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
INFORMATION   CONTAINED  HEREIN  IS  SUBJECT   TO  COMPLETION  OR  AMENDMENT.  A
REGISTRATION STATEMENT  RELATING TO  THESE SECURITIES  HAS BEEN  FILED WITH  THE
SECURITIES  AND EXCHANGE  COMMISSION. THESE SECURITIES  MAY NOT BE  SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR  TO THE TIME THE REGISTRATION STATEMENT  BECOMES
EFFECTIVE.  THIS  PROSPECTUS  SHALL  NOT  CONSTITUTE AN  OFFER  TO  SELL  OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE  SECURITIES
IN  ANY STATE IN WHICH SUCH OFFER,  SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
<PAGE>
   
                 SUBJECT TO COMPLETION, DATED NOVEMBER 15, 1995
    

PROSPECTUS

                            THE WALT DISNEY COMPANY
                                DC HOLDCO, INC.

                                   SECURITIES
                               ------------------

    This Prospectus relates to  the offering of  securities described herein  of
The  Walt Disney Company,  a Delaware corporation ("Disney"),  and of DC Holdco,
Inc., a Delaware corporation  ("New Disney"). New Disney  is currently a  wholly
owned  subsidiary  of  Disney  and,  upon  completion  of  the  acquisition (the
"Acquisition") by Disney  of Capital  Cities/ABC, Inc.  ("Capital Cities"),  New
Disney  will become the parent  corporation of Disney and  Capital Cities and be
renamed "The Walt Disney Company." See  "The Acquisition." New Disney may  offer
from  time to time (i) debt securities (the "Debt Securities"), which may be any
of senior debt securities ("Senior  Debt Securities"), senior subordinated  debt
securities   ("Senior  Subordinated  Debt   Securities")  or  subordinated  debt
securities  ("Subordinated  Debt  Securities"),  in  each  case  consisting   of
debentures,  notes and/or other unsecured evidences of indebtedness, (ii) shares
of preferred stock (the "Preferred Stock"), which  may be issued in the form  of
depositary  receipts (the "Depositary  Shares"), each of  which will represent a
fraction of a  share of  Preferred Stock, and  (iii) warrants  to purchase  Debt
Securities  or Preferred Stock as shall be  designated by New Disney at the time
of the offering (the "Warrants"). The Debt Securities, the Preferred Stock,  the
Depositary  Shares, the Warrants  and any guarantees of  the foregoing by Disney
are collectively referred  to as  the "Securities"  and will  have an  aggregate
initial offering price of up to $5,000,000,000 or the equivalent thereof in U.S.
dollars  if any Securities are denominated in a currency other than U.S. dollars
or in currency units. If  any Securities are issued by  New Disney prior to  the
consummation  of the  Acquisition, then the  payment of  principal, interest and
dividends thereon, together with  any amounts payable  upon liquidation or  upon
redemption of such Securities, will be guaranteed by Disney to the extent and on
the  terms described  herein and in  the accompanying  Prospectus Supplement (as
defined below). Upon  consummation of  the Acquisition, any  such guarantees  by
Disney  will be released.  The Securities may be  offered separately or together
(in any combination) and as separate series,  in any case in amounts, at  prices
and on terms to be determined at the time of sale.

    The  form  in  which  the  Securities  are  to  be  issued,  their  specific
designation, aggregate  principal amount  or aggregate  initial offering  price,
maturity,  if any, rate and  times of payment of  interest or dividends, if any,
redemption, conversion, exchange and sinking fund terms, if any, voting or other
rights, if any,  exercise price and  detachability, if any,  and other  specific
terms  will be set forth in a  Prospectus Supplement (including any related term
sheet) relating to such Securities (the "Prospectus Supplement"), together  with
the  terms of  offering of  such Securities. If  so specified  in the applicable
Prospectus Supplement, Debt Securities of a series may be issued in whole or  in
part  in the form of  one or more temporary  or permanent global securities. The
Prospectus Supplement  will  also  contain  information,  as  applicable,  about
certain material United States Federal income tax considerations relating to the
particular  Securities  offered  thereby. The  Prospectus  Supplement  will also
contain  information,  where  applicable,  as  to  any  listing  on  a  national
securities exchange of the Securities covered by such Prospectus Supplement.
                            ------------------------

THESE  SECURITIES HAVE NOT BEEN APPROVED  OR DISAPPROVED BY THE SECURITIES AND
  EXCHANGE COMMISSION  OR  ANY  STATE SECURITIES  COMMISSION  NOR  HAS  THE
     SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
      PASSED  UPON  THE ACCURACY  OR  ADEQUACY OF  THIS  PROSPECTUS. ANY
                REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
                            ------------------------

    The Securities may be sold directly, through agents designated from time  to
time  or to or through  underwriters or dealers. See  "Plan of Distribution." If
any agents of  an issuer or  any underwriters are  involved in the  sale of  any
Securities  in respect of which this Prospectus is being delivered, the names of
such agents or underwriters and any applicable commissions or discounts will  be
set  forth  in  a Prospectus  Supplement.  The  net proceeds  to  the applicable
issuer(s) from such sale also will be set forth in a Prospectus Supplement.
                            ------------------------

                                           , 1995
<PAGE>
                             AVAILABLE INFORMATION

    Disney and Capital Cities are each subject to the informational requirements
of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and  in
accordance  therewith, file reports, proxy statements and other information with
the Securities and Exchange Commission  (the "Commission"). Such reports,  proxy
statements  and  other information  can be  inspected and  copied at  the public
reference facilities maintained by the Commission at Judiciary Plaza, 450  Fifth
Street,  N.W., Washington,  D.C. 20549;  7 World  Trade Center,  13th Floor, New
York, New York 10048; and Citicorp Center, 500 West Madison Street, Suite  1400,
Chicago,  Illinois 60661. Copies of such  material can be obtained at prescribed
rates from the Public Reference Section  of the Commission at 450 Fifth  Street,
N.W.,  Washington,  D.C. 20549.  Such reports  and other  information concerning
Disney and Capital Cities may also be  inspected at the offices of the New  York
Stock  Exchange, 20 Broad Street, New York, New York 10005 and the Pacific Stock
Exchange, 115  Sansome  Street,  2nd Floor,  San  Francisco,  California  94104.
Information set forth herein relating to Capital Cities is derived entirely from
public  filings made by Capital Cities and is being provided in contemplation of
the Acquisition.  Consummation of  the Acquisition  is subject  to a  number  of
important  contingencies, and no assurances can be  given that it will occur. An
investment in the Securities prior to the consummation of the Acquisition should
not be made in reliance upon  the Acquisition occurring. See "The  Acquisition."
If the Acquisition is consummated, Disney and Capital Cities intend to terminate
or  suspend,  to  the  extent  permitted  by  applicable  law,  their  reporting
obligations under the Exchange Act and, accordingly, may no longer file  reports
or  other information with  the Commission. Instead,  following the Acquisition,
New Disney  will become  subject  to the  informational requirements  under  the
Exchange  Act  and information  would be  provided, to  the extent  required, in
filings made by New Disney thereunder.

    Disney and  New Disney  (collectively, the  "Issuers") have  filed with  the
Commission  in Washington, D.C. a registration  statement on Form S-3 (including
all amendments thereto, the "Registration  Statement") under the Securities  Act
of  1933,  as amended  (the "Securities  Act"), with  respect to  the Securities
offered hereby. As  permitted by the  rules and regulations  of the  Commission,
this  Prospectus  does not  contain  all of  the  information set  forth  in the
Registration Statement and the exhibits  and schedules thereto. Such  additional
information  is  available for  inspection  and copying  at  the offices  of the
Commission.  Statements  contained  in   this  Prospectus,  in  any   Prospectus
Supplement  or in any document incorporated by reference herein or therein as to
the contents of any contract or other document referred to herein or therein are
not necessarily complete, and in each instance reference is made to the copy  of
such  contract or  other document  filed as  an exhibit  to, or  incorporated by
reference in, the Registration Statement, each such statement being qualified in
all respects by such reference.

                INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

    The following documents previously  filed by Disney  (File No. 1-4083)  with
the Commission under the Exchange Act are incorporated herein by reference:

        (a)  Disney's  Annual Report  on  Form 10-K  for  the fiscal  year ended
    September 30, 1994 (the "Disney Form 10-K");

        (b) Disney's  Quarterly Reports  on  Form 10-Q  for the  quarters  ended
    December  31,  1994, March  31, 1995  and  June 30,  1995 (the  "Disney Form
    10-Qs"); and

        (c) Disney's  Current Reports  on  Form 8-K,  dated  July 31,  1995  and
    October  6, 1995 (collectively with the Disney Form 10-K and the Disney Form
    10-Qs, the "Disney Reports").

    The following documents previously filed by Capital Cities (File No. 1-4278)
with the Commission under the Exchange Act are incorporated herein by reference:

        (a) Capital  Cities' Annual  Report  on Form  10-K  for the  year  ended
    December 31, 1994 (the "Capital Cities Form 10-K");

                                       2
<PAGE>
   
        (b)  Capital Cities'  Quarterly Reports  on Form  10-Q for  the quarters
    ended April 2, 1995, July 2, 1995  and October 1, 1995 (the "Capital  Cities
    Form 10-Qs"); and
    

        (c) Capital Cities' Current Reports on Form 8-K, dated July 31, 1995 and
    October  6, 1995  (collectively with  the Capital  Cities Form  10-K and the
    Capital Cities Form 10-Qs, the "Capital Cities Reports").

   
    The Joint  Proxy Statement/Prospectus  of Disney  and Capital  Cities  dated
November 13, 1995 is also incorporated herein by reference.
    

    All  documents filed by Disney or  Capital Cities pursuant to Section 13(a),
13(c), 14 or 15(d)  of the Exchange  Act after the date  of this Prospectus  and
prior  to the termination of the offering of the Securities made hereby shall be
deemed to be incorporated  by reference into  this Prospectus and  to be a  part
hereof from the date of filing of such documents.

    If  the  Acquisition is  consummated, Disney  and  Capital Cities  intend to
terminate or suspend, to the extent permitted by applicable law, their reporting
obligations under the Exchange Act and, accordingly, may no longer file  reports
or  other information with  the Commission. Instead,  following the Acquisition,
New Disney  will become  subject  to the  informational requirements  under  the
Exchange  Act  and information  would be  provided, to  the extent  required, in
filings made by New Disney thereunder.  Accordingly, all documents filed by  New
Disney,  pursuant to Section 13(a), 13(c), 14  or 15(d) of the Exchange Act from
and after the consummation of the  Acquisition, and prior to the termination  of
the  offering of the Securities made hereby,  shall be deemed to be incorporated
by reference into  this Prospectus  and to  be a part  hereof from  the date  of
filing of such documents.

    Any  statement  contained  in  a  document  incorporated  or  deemed  to  be
incorporated by reference herein  shall be deemed to  be modified or  superseded
for  purposes hereof to the extent that  a statement contained herein (or in any
other subsequently filed  document that is  or is deemed  to be incorporated  by
reference  herein) modifies or supersedes such previous statement. Any statement
so modified or superseded shall not be deemed to constitute a part hereof except
as so modified or superseded.

    Disney or,  after  the consummation  of  the Acquisition,  New  Disney  will
provide without charge to each person to whom a copy of this Prospectus has been
delivered,  on the written or oral request of  such person, a copy of any or all
of the documents referred  to above which  have been or  may be incorporated  by
reference  in this Prospectus other than exhibits to such documents, unless such
exhibits are also  specifically incorporated by  reference herein. Requests  for
such copies should be directed to The Walt Disney Company, 500 South Buena Vista
Street,  Burbank,  California 91521,  Attention: Corporate  Secretary; telephone
number (818) 560-1000.
                            ------------------------

    Unless otherwise  indicated, currency  amounts in  this Prospectus  and  any
Prospectus Supplement are stated in United States dollars ("$," "dollars," "U.S.
dollars" or "U.S.$").
                            ------------------------

    NO  DEALER,  SALESMAN  OR  OTHER  PERSON HAS  BEEN  AUTHORIZED  TO  GIVE ANY
INFORMATION OR TO MAKE  ANY REPRESENTATION NOT CONTAINED  IN THIS PROSPECTUS  OR
ANY   PROSPECTUS  SUPPLEMENT  AND,  IF  GIVEN   OR  MADE,  SUCH  INFORMATION  OR
REPRESENTATION MUST NOT BE RELIED UPON AS  HAVING BEEN AUTHORIZED BY ANY OF  THE
ISSUERS  OR  ANY  UNDERWRITER  OR  AGENT.  THIS  PROSPECTUS  AND  ANY PROSPECTUS
SUPPLEMENT DO NOT CONSTITUTE AN OFFER TO  SELL OR A SOLICITATION OF AN OFFER  TO
BUY  ANY OF THE SECURITIES  OFFERED HEREBY IN ANY  JURISDICTION TO ANY PERSON TO
WHOM IT  IS  UNLAWFUL TO  MAKE  SUCH OFFER  IN  SUCH JURISDICTION.  NEITHER  THE
DELIVERY  OF  THIS PROSPECTUS  OR ANY  PROSPECTUS SUPPLEMENT  NOR ANY  SALE MADE
HEREUNDER AND THEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY  IMPLICATION
THAT  THE INFORMATION HEREIN OR THEREIN IS  CORRECT AS OF ANY TIME SUBSEQUENT TO
THEIR RESPECTIVE DATES.

                                       3
<PAGE>
                               BUSINESS OF DISNEY

    Disney  is a diversified international entertainment company with operations
in three business segments: Filmed  Entertainment, Theme Parks and Resorts,  and
Consumer Products. Disney employs approximately 69,000 people.

    In  its Filmed Entertainment business  segment, Disney produces and acquires
live-action and animated  motion pictures  for distribution  to the  theatrical,
television  and  home video  markets. Disney  also produces  original television
programming for  the network  and first-run  syndication markets.  In  addition,
Disney  provides  programming  for  and  operates  The  Disney  Channel,  a  pay
television  programming  service,  and   KCAL-TV,  a  Los  Angeles,   California
television  station. The success  of all of  Disney's theatrical motion pictures
and television  programming is  heavily dependent  upon public  taste, which  is
unpredictable  and  subject  to  change  without  warning.  In  addition, filmed
entertainment operating results fluctuate  due to the  timing of theatrical  and
home  video releases. Release dates are determined by several factors, including
timing of vacation and holiday periods and competition in the market.

    The Theme Parks and Resorts business segment includes Disney's operation  of
the  Walt Disney World-Registered  Trademark- destination resort  in Florida and
the  Disneyland  Park-Registered   Trademark-  and  the   Disneyland  Hotel   in
California.  In addition,  Disney earns royalties  on revenues  generated by the
Tokyo Disneyland theme park. All of the  theme parks and most of the  associated
resort  facilities are operated  on a year-round  basis. Historically, the theme
parks and  resorts  business experiences  fluctuations  in park  attendance  and
resort  occupancy resulting from the nature  of vacation travel. Peak attendance
and resort  occupancy  generally occur  during  the summer  months  when  school
vacations occur and during early-winter and spring holiday periods.

    Disney's  Consumer Products business  segment involves the  licensing of the
name "Walt  Disney,"  as  well  as  Disney's  characters,  visual  and  literary
properties  and songs and  music, to various  consumer manufacturers, retailers,
show promoters  and publishers  throughout  the world.  Disney also  engages  in
direct  retail distribution through The Disney Stores and consumer catalogs, and
is a publisher of books, magazines and  comics in the United States and  Europe.
In  addition, Disney  produces audio and  computer software for  all markets, as
well as  film and  video  products for  the educational  marketplace.  Operating
results  for the consumer products business  are influenced by seasonal consumer
purchasing behavior and by the timing of animated theatrical releases.

    Disney is  a Delaware  corporation organized  in 1986  as a  successor to  a
California  corporation  organized in  1938.  As used  herein,  unless otherwise
specified or unless the context  otherwise requires, the term "Disney"  includes
The  Walt  Disney Company  and  its subsidiaries.  Disney's  principal executive
offices are located at 500 South Buena Vista Street, Burbank, California  91521,
and its telephone number is (818) 560-1000.

                             BUSINESS OF NEW DISNEY

    New  Disney,  a wholly  owned subsidiary  of Disney,  has not  conducted any
substantial business  activities  to date,  other  than those  incident  to  its
formation,  its  execution  of the  Merger  Agreements (as  defined  below), its
participation  in  the  preparation  of  the  Registration  Statement  and  this
Prospectus  and other actions taken in  contemplation of the consummation of the
Acquisition or in connection herewith. Immediately following the consummation of
the Acquisition, New Disney will become a holding company for Disney and Capital
Cities and  their  respective subsidiaries.  Accordingly,  the business  of  New
Disney,  through its  wholly owned  subsidiaries Disney  and Capital  Cities and
their respective  subsidiaries,  will be  the  business currently  conducted  by
Disney and Capital Cities and their respective subsidiaries. Consummation of the
Acquisition is subject to a number of important contingencies, and no assurances
can  be given that it  will occur. An investment in  the Securities prior to the
consummation of  the  Acquisition  should  not be  made  in  reliance  upon  the
Acquisition occurring. See "The Acquisition," "Business of Disney" and "Business
of Capital Cities."

                                       4
<PAGE>
    New  Disney is  a Delaware  corporation organized  in 1995.  As used herein,
unless otherwise specified or  unless the context  otherwise requires, the  term
"New Disney" refers to DC Holdco, Inc. and includes its subsidiaries, including,
after  the  consummation  of the  Acquisition,  Disney and  Capital  Cities. New
Disney's principal  executive  offices are  located  at 500  South  Buena  Vista
Street, Burbank, California 91521, and its telephone number is (818) 560-1000.

                                THE ACQUISITION

    Disney  and  Capital  Cities  have  entered  into  an  Amended  and Restated
Agreement  and  Plan  of  Reorganization,  dated  as  of  July  31,  1995   (the
"Reorganization Agreement"), which, together with related merger agreements (the
"Merger  Agreements"), provides for  the merger of DCA  Merger Corp., a Delaware
corporation and a wholly owned subsidiary  of New Disney (the "Disney  Merger"),
with  and into Disney and the merger of DCB Merger Corp., a Delaware corporation
and a wholly owned subsidiary of New  Disney, with and into Capital Cities  (the
"Capital  Cities  Merger"). The  reorganization of  the  business of  Disney and
Capital Cities  contemplated  by the  Reorganization  Agreement and  the  Merger
Agreements  is  referred to  herein as  the  "Acquisition." As  a result  of the
Acquisition, each  of Disney  and  Capital Cities  will  become a  wholly  owned
subsidiary  of New  Disney. Following the  consummation of  the Acquisition, New
Disney will  be renamed  "The Walt  Disney Company."  Upon consummation  of  the
Capital  Cities Merger, each Outstanding Capital Cities Share (as defined below)
will be converted into the  right to receive cash,  shares of common stock,  par
value  $0.01  per  share,  of  New  Disney  ("New  Disney  Common  Stock")  or a
combination of  both cash  and  New Disney  Common  Stock. Each  Capital  Cities
shareholder  will have the opportunity  to indicate, on a  form of election (the
"Election Form"), whether such shareholder wishes to make a Standard Election, a
Stock Election or a  Cash Election (as  such terms are  defined below) for  each
share  of common stock, par  value $0.10 per share,  of Capital Cities ("Capital
Cities Common Stock") held  by such shareholder. The  allocation of cash  and/or
shares  of New  Disney Common  Stock that  a shareholder  of Capital  Cities may
receive will  depend  on  (i)  the stated  preferences  of  the  Capital  Cities
shareholders  on  the Election  Forms and  (ii) the  proration procedures  to be
applied if  the  Requested Stock  Amount  exceeds  the Stock  Component  or  the
Requested  Cash Amount  exceeds the  Cash Component  (as such  terms are defined
below).

    Shareholders of Capital  Cities who  make an  effective "Standard  Election"
will  receive, for  each share  of Capital  Cities Common  Stock for  which such
election is  made,  one share  of  New Disney  Common  Stock plus  $65  in  cash
(collectively, the "Standard Consideration"). The number of shares of New Disney
Common  Stock  and  the amount  of  cash  to be  distributed  to  Capital Cities
shareholders who make an effective Standard Election will not be affected in any
way by the proration procedures described below. Shareholders of Capital  Cities
who  make an effective  "Stock Election" will receive  (subject to the proration
procedures described below), for each share  of Capital Cities Common Stock  for
which  such election is made, (i) one share of New Disney Common Stock plus (ii)
a number of shares of New Disney Common Stock equal to a fraction, the numerator
of which is $65 and  the denominator of which is  the Disney Common Stock  Price
(collectively, the "Stock Consideration"). The "Disney Common Stock Price" is an
amount  equal to the average of the  closing sales prices of Disney Common Stock
on the New York  Stock Exchange Composite  Tape on each  of the ten  consecutive
trading days immediately preceding the second trading day prior to the Effective
Time.  "Effective Time" means  the time and date  which is the  later of (a) the
date and time of the filing of the certificate of merger relating to the  Disney
Merger  with the Secretary of State of the State of Delaware (or such other date
and time as may be specified in  such certificate as permitted by Delaware  law)
and  (b) the  date and  time of  the filing  of a  certificate of  merger by the
Department of State of the State of New York with respect to the Capital  Cities
Merger  (or such other date and time as  may be specified in such certificate as
permitted by New York law). Shareholders of Capital Cities who make an effective
"Cash Election"  will receive  (subject to  the proration  procedures  described
below)  for each share of Capital Cities Common Stock for which such election is
made, in  cash, an  amount  equal to  $65 plus  the  Disney Common  Stock  Price
(collectively,  the "Cash Consideration"). If a  holder of Capital Cities Common

                                       5
<PAGE>
Stock does not make a Standard Election, a Cash Election or a Stock Election, or
properly revokes an effective, properly  completed Election Form without  timely
submitting  a  revised, properly  completed Election  Form, such  Capital Cities
shareholder will be deemed to have made a Cash Election.

    In the event that the aggregate number of shares of New Disney Common  Stock
requested  by  shareholders  of  Capital  Cities  pursuant  to  effective  Stock
Elections (the  "Requested  Stock Amount")  exceeds  the Stock  Component,  each
holder  making  an effective  Stock  Election will  receive,  for each  share of
Capital Cities Common  Stock for which  a Stock  Election has been  made, (x)  a
number  of shares of New  Disney Common Stock equal to  the product of the Stock
Consideration and a fraction, the numerator of which is the Stock Component  and
the  denominator  of which  is  the Requested  Stock  Amount (such  product, the
"Prorated Stock Amount") and (y) cash in  an amount equal to the product of  (a)
the  Stock  Consideration minus  the Prorated  Stock Amount  and (b)  the Disney
Common Stock Price. The "Stock Component"  is the number of Outstanding  Capital
Cities  Shares minus the  aggregate number of  Outstanding Capital Cities Shares
with respect to  which effective Standard  Elections have been  received by  the
Exchange  Agent  (as defined  below).  The "Outstanding  Capital  Cities Shares"
consist of the  shares of  Capital Cities Common  Stock outstanding  immediately
prior  to the  Effective Time  (which is exclusive  of shares  of Capital Cities
Common Stock held in the Capital Cities treasury) minus the number of shares  of
Capital  Cities Common Stock with respect  to which dissenters' rights have been
perfected pursuant  to Section  623 of  the New  York Business  Corporation  Law
("Dissenting Shares").

    In  the event that the aggregate amount of cash requested by shareholders of
Capital Cities pursuant to  effective or deemed  Cash Elections (the  "Requested
Cash  Amount") exceeds  the Cash Component,  each such holder  will receive, for
each share of Capital  Cities Common Stock  for which a  Cash Election has  been
made  or deemed to be  made, (x) cash in  an amount equal to  the product of the
Cash Consideration and a fraction, the numerator of which is the Cash  Component
and  the denominator of  which is the  Requested Cash Amount  (such product, the
"Prorated Cash Amount") and (y)  a number of shares  of New Disney Common  Stock
equal  to a fraction, the numerator of  which is equal to the Cash Consideration
minus the Prorated Cash Amount and the denominator of which is the Disney Common
Stock Price. The "Maximum Cash Amount" is equal to the product of the number  of
Outstanding  Capital Cities Shares and $65;  PROVIDED, HOWEVER, that the Maximum
Cash Amount may be increased  in Disney's sole discretion  at any time prior  to
the  fifth business day after the deadline (the "Election Deadline") for Capital
Cities shareholders to submit  to the Exchange Agent  appointed pursuant to  the
Reorganization  Agreement (the "Exchange Agent") their completed Election Forms.
The Election Deadline  will be no  later than  the 20th business  day after  the
Effective  Time. The "Cash Component" is equal  to the Maximum Cash Amount minus
the product of (i) the number of shares of Capital Cities Common Stock for which
effective Standard Elections  have been made  and (ii) $65.  See "Unaudited  Pro
Forma Combined Condensed Financial Statements."

    No  fractional shares of New Disney Common  Stock will be issued pursuant to
the Capital Cities Merger. In lieu of  the issuance of any fractional shares  of
New  Disney Common  Stock, cash  equal to the  product of  such fractional share
amount and the Disney Common Stock Price  will be paid to holders in respect  of
any  fractional  share  of  New  Disney Common  Stock  that  would  otherwise be
issuable.

    The obligations of Disney and  Capital Cities to consummate the  Acquisition
are  subject to the fulfillment of  various conditions, including, among others:
(i) the effectiveness of the Registration Statement relating to the  Acquisition
and  the absence of any  stop order suspending the  effectiveness thereof and no
proceeding for  that  purpose having  been  initiated by  the  Commission;  (ii)
approval  by the stockholders of Disney  and the shareholders of Capital Cities;
(iii) expiration  or termination  of  the applicable  waiting period  under  the
Hart-Scott-Rodino  Antitrust Improvements Act of  1976, as amended; (iv) receipt
of all requisite orders and approvals of the Federal Communications  Commission;
and  (v) listing of the New Disney Common  Stock on the New York Stock Exchange,
subject only to official notice of issuance. Consummation of the Acquisition  is
subject to a number of important

                                       6
<PAGE>
contingencies,  and no assurances can be given that it will occur. An investment
in the Securities  prior to the  consummation of the  Acquisition should not  be
made in reliance upon the Acquisition occurring.

                           BUSINESS OF CAPITAL CITIES

    Capital  Cities,  directly or  through  its subsidiaries,  operates  the ABC
Television Network, ten television stations, the ABC Radio Networks and 21 radio
stations, and provides programming for cable television. Capital Cities, through
joint  ventures,  is  engaged  in  international  broadcast/cable  services  and
television  production and distribution. Capital Cities also publishes daily and
weekly newspapers, shopping guides, various specialized and business periodicals
and books,  provides research  services and  also distributes  information  from
databases.

    Capital  Cities' assets include the ABC Television Network, which as of June
30, 1995  had  224  primary  affiliated stations  reaching  99.9%  of  all  U.S.
television  households. A  number of  secondary affiliated  stations add  to the
primary coverage.  In addition,  Capital Cities  owns nine  very high  frequency
(VHF)  television stations, one  ultra high frequency  (UHF) television station,
eleven standard  (AM) radio  stations and  ten frequency  modulation (FM)  radio
stations.  All but one television station are affiliated with the ABC Television
Network and  all but  four radio  stations  are affiliated  with the  ABC  Radio
Networks.

    Generally,  Capital Cities  pays the cost  of producing its  own programs or
acquiring broadcast rights from other producers for its network programming  and
pays varying amounts of compensation to its affiliated stations for broadcasting
the  programs and  commercial announcements included  therein. Substantially all
revenues from network  operations are derived  from the sale  to advertisers  of
time in network programs for commercial announcements.

    Capital Cities' Cable and International Broadcast operations are principally
involved  in the production and distribution of cable television programming, in
the licensing of programming to domestic and international markets and in  joint
ventures  in foreign-based  television operations and  television production and
distribution entities. The primary domestic cable programming services are ESPN,
A&E Television Network and Lifetime Television.

    Capital Cities'  publishing operations  (i) publish  seven daily  newspapers
(five  of  which  have Sunday  editions);  weekly community  newspapers  in four
states; shopping guides and real estate magazines in eleven states;  specialized
publications  that involve news and ideas  for various industries; and consumer,
special interest,  trade  and  agricultural publications;  and  (ii)  engage  in
research and database services.

                                USE OF PROCEEDS

    Unless  otherwise indicated  in an  accompanying Prospectus  Supplement, New
Disney intends to  use the  net proceeds  from the  sale of  the Securities  for
general  corporate purposes, including, without limitation, to finance a portion
of the Acquisition or to repay  commercial paper or other indebtedness  incurred
by New Disney to finance the Acquisition.

    If  the Acquisition is  not consummated, the net  proceeds of any Securities
issued by New Disney will  be transferred to Disney and  will be used by  Disney
for general corporate purposes.

                                       7
<PAGE>
   
                      RATIOS OF EARNINGS TO FIXED CHARGES
    

   
    Set forth below are the consolidated ratios of earnings to fixed charges for
Disney  for the nine-month periods ended June 30,  1995 and 1994 and for each of
the years in the five-year period ended September 30, 1994. Also set forth below
are the unaudited pro forma combined ratios of earnings to fixed charges for New
Disney for the nine months ended June 30, 1995 and for the year ended  September
30, 1994:
    

   
<TABLE>
<CAPTION>
                                  NINE MONTHS
                                ENDED JUNE 30,          YEAR ENDED SEPTEMBER 30,
                                ---------------   -------------------------------------
                                1995      1994    1994    1993    1992    1991    1990
                                -----     -----   -----   -----   -----   -----   -----
<S>                             <C>       <C>     <C>     <C>     <C>     <C>     <C>
Actual (1)....................    9x        8x      9x      7x      8x      6x      11x
Pro forma (1)(2):
  Scenario 1..................    4x                3x
  Scenario 2..................    3x                2x
<FN>
- ------------------------
(1)  For  purposes  of  these  ratios,  earnings  are  calculated  by  adding to
     (subtracting from) income  from continuing operations  before income  taxes
     and  cumulative effect of accounting changes, the following: fixed charges,
     excluding capitalized  interest; and  losses and  (undistributed  earnings)
     recognized  with respect to  less than 50%  owned equity investments. Fixed
     charges consist  of  interest on  borrowings  and that  portion  of  rental
     expense that approximates interest.

(2)  The  pro forma combined ratios of earnings  to fixed charges for New Disney
     give effect  to  the Acquisition  as  if it  had  been consummated  at  the
     beginning of each period presented. Upon consummation of the Capital Cities
     Merger,  each  outstanding share  of Capital  Cities  Common Stock  will be
     converted into the right to receive cash, shares of New Disney Common Stock
     or a combination of both cash and New Disney Common Stock. The exact amount
     of cash and/or shares  of New Disney  Common Stock to  be received by  each
     shareholder  of Capital  Cities pursuant  to the  Capital Cities  Merger is
     dependent upon,  among other  things,  (i) the  stated preferences  of  the
     Capital  Cities shareholders  on their  Election Forms,  (ii) the proration
     procedures to be applied  if the Requested Stock  Amount exceeds the  Stock
     Component  or the  Requested Cash  Amount exceeds  the Cash  Component, and
     (iii) the level of the Maximum  Cash Amount, including any increase of  the
     Maximum  Cash Amount  by Disney, in  its sole  discretion. Accordingly, two
     alternative scenarios of unaudited pro forma combined ratios of earnings to
     fixed charges are  presented, which give  effect to the  range of  possible
     amounts  of New Disney Common  Stock and/or cash to  be received by Capital
     Cities  shareholders  upon  consummation  of  the  Capital  Cities  Merger.
     Scenario  1 assumes that all Capital  Cities shareholders receive one share
     of New Disney Common Stock  and $65 in cash  for each outstanding share  of
     Capital Cities Common Stock, reflecting the maximum number of shares of New
     Disney   Common  Stock  which  could  be  issued  in  connection  with  the
     Acquisition. Scenario  2  assumes  that  all  Capital  Cities  shareholders
     receive  solely cash  for each outstanding  share of  Capital Cities Common
     Stock, without  regard to  the  Cash Component.  See "Unaudited  Pro  Forma
     Combined Condensed Financial Statements."
</TABLE>
    

                                       8
<PAGE>
   
          UNAUDITED PRO FORMA COMBINED CONDENSED FINANCIAL STATEMENTS
                     DISNEY/CAPITAL CITIES COMBINED COMPANY
    

   
    The  following unaudited  pro forma combined  condensed financial statements
are based  upon the  consolidated  financial statements  of Disney  and  Capital
Cities,   combined  and  adjusted  to  give  effect  to  the  Acquisition.  Upon
consummation of the  Capital Cities  Merger, each outstanding  share of  Capital
Cities  Common Stock will be converted into the right to receive cash, shares of
New Disney Common  Stock or a  combination of  both cash and  New Disney  Common
Stock.  The exact amount of cash and/or shares  of New Disney Common Stock to be
received by each shareholder  of Capital Cities pursuant  to the Capital  Cities
Merger  is dependent upon, among other things, (i) the stated preferences of the
Capital Cities shareholders on the Election Forms, (ii) the proration procedures
to be applied if the Requested Stock  Amount exceeds the Stock Component or  the
Requested  Cash Amount exceeds  the Cash Component,  and (iii) the  level of the
Maximum Cash  Amount, including  any  increase of  the  Maximum Cash  Amount  by
Disney,  in  its  sole  discretion. Accordingly,  two  alternative  scenarios of
unaudited pro forma combined condensed financial statements are presented, which
give effect to the range of possible  amounts of New Disney Common Stock  and/or
cash  to be received by Capital Cities shareholders upon the consummation of the
Capital Cities Merger. Scenario 1  assumes that all Capital Cities  shareholders
receive  one  share  of  New  Disney Common  Stock  and  $65  in  cash (Standard
Consideration) for  each  outstanding  share of  Capital  Cities  Common  Stock,
reflecting  the maximum number of shares of  New Disney Common Stock which could
be issued  in connection  with  the Acquisition.  Scenario  2 assumes  that  all
Capital  Cities shareholders receive  solely cash (Cash  Consideration) for each
outstanding share of  Capital Cities Common  Stock, without regard  to the  Cash
Component. See "The Acquisition."
    

   
    The  following unaudited pro  forma combined condensed  statements of income
for the nine months  ended June 30,  1995 and for the  year ended September  30,
1994  give effect to the  Acquisition as if it had  occurred at the beginning of
each period presented. The unaudited pro forma combined condensed statements  of
income  for the  nine months ended  June 30,  1995 were prepared  based upon the
unaudited consolidated statements of income of Disney for the nine months  ended
June  30, 1995 and of Capital  Cities for the six months  ended July 2, 1995 and
the three  months ended  December 31,  1994. The  unaudited pro  forma  combined
condensed  statements  of income  for  the year  ended  September 30,  1994 were
prepared based upon the consolidated statements of income of Disney for the year
ended September 30, 1994 and of Capital Cities for the nine months ended October
2, 1994 and the three months ended December 31, 1993.
    

   
    The following unaudited pro forma combined condensed balance sheets at  June
30,  1995 give effect to the Acquisition as  if it had occurred on such date and
were prepared based upon  the consolidated balance sheets  of Disney as of  June
30, 1995 and of Capital Cities as of July 2, 1995.
    

   
    These  unaudited pro forma combined condensed financial statements should be
read in  conjunction with  the Disney  and Capital  Cities audited  consolidated
financial  statements and  unaudited interim  consolidated financial statements,
including the  notes  thereto,  which  are incorporated  by  reference  in  this
Prospectus. See "Incorporation of Certain Documents by Reference."
    

   
    The  unaudited  pro forma  combined condensed  financial statements  are not
necessarily indicative of the results of operations or financial position of the
combined company that would  have occurred had the  Acquisition occurred at  the
beginning  of  each period  presented or  on  the date  indicated, nor  are they
necessarily indicative of future operating results or financial position.
    

   
    The unaudited pro forma adjustments are based upon information set forth  or
incorporated by reference in this Prospectus and certain assumptions included in
the  notes to the  unaudited pro forma  combined condensed financial statements.
Disney and New Disney believe the pro forma assumptions are reasonable under the
circumstances. In addition, as  of the date of  this Prospectus, Disney and  New
Disney  believe that  the unaudited pro  forma financial  statements reflect the
impact on the operations and liquidity of  New Disney of all material events  or
changes expected to result from the Acquisition.
    

                                       9
<PAGE>
   
    The  Acquisition will be accounted for by the purchase method of accounting.
Accordingly,  New  Disney's  cost  to  acquire  Capital  Cities  (the  "Purchase
Consideration"),  calculated to be $19.08 billion assuming a Disney Common Stock
Price of $57, will be allocated  to the assets acquired and liabilities  assumed
according   to  their   respective  fair   values,  with   the  excess  Purchase
Consideration being allocated  to goodwill.  The total cost  to acquire  Capital
Cities is subject to change, to the extent that fluctuations in the market value
of  Disney Common Stock cause the Disney  Common Stock Price to change. A change
in the  Disney Common  Stock Price  will  result in  a corresponding  change  in
goodwill  and related amortization expense. The final allocation of the Purchase
Consideration is dependent upon certain  valuations and other studies that  have
not  progressed to a stage where there is sufficient information to make such an
allocation in the accompanying unaudited pro forma combined condensed  financial
statements.  Accordingly, the purchase allocation adjustments made in connection
with the development  of the  unaudited pro forma  combined condensed  financial
statements  are  preliminary  and  have  been made  solely  for  the  purpose of
developing such unaudited pro forma combined condensed financial statements.
    

   
    The $16.47  billion pro  forma  excess of  Purchase Consideration  over  net
tangible assets acquired as of June 30, 1995 is being amortized over 40 years at
a  rate  of  $411.7 million  per  year,  in accordance  with  generally accepted
accounting  principles,  which  require  that  acquired  intangible  assets   be
amortized  over  lives not  to exceed  40  years. New  Disney believes  that the
intangible  assets  acquired,  representing   principally  the  franchises   and
trademarks  of Capital  Cities, represent  scarce assets  with indefinite lives,
which have  historically  appreciated  in  value over  time.  In  addition,  the
Acquisition will permit the continued expansion of current lines of business, as
well  as the development of new businesses,  via the cross promotion of the well
known franchises,  trademarks and  products of  Disney and  Capital Cities.  New
Disney  believes  it will  benefit from  the  Acquisition for  an indeterminable
period of  time of  at least  40 years  and, therefore,  a 40-year  amortization
period  is  appropriate.  After  consummation  of  the  Acquisition,  New Disney
anticipates completion of the  valuations and other  studies of the  significant
assets,  liabilities  and  business  operations of  Capital  Cities.  Using this
information,  New  Disney  will  make   a  final  allocation  of  the   Purchase
Consideration,   including  allocation  to   tangible  assets  and  liabilities,
identifiable intangible  assets  and  goodwill. New  Disney  believes  that  any
significant  allocation of  excess Purchase  Consideration to  assets other than
goodwill will be amortized over periods approximating 40 years.
    

   
    New  Disney  will  perform  periodic  reviews  of  the  goodwill  and  other
intangible  assets arising from the Acquisition, to ensure that they are carried
at recoverable amounts in light of current business conditions.
    

   
    The future  results  of operations  of  New Disney  will  reflect  increased
amortization  of  intangible assets,  increased  interest expense  and  a higher
effective income tax rate, since a  significant portion of the consideration  to
be  received by Capital Cities shareholders upon the consummation of the Capital
Cities Merger  will be  non-deductible for  tax purposes.  The future  financial
position  of New  Disney will reflect  increased intangible  assets as described
above, increased  borrowings, and,  under  Scenario 1,  increased  stockholders'
equity resulting from the issuance of New Disney Common Stock to shareholders of
Capital  Cities. See "Notes to Unaudited  Pro Forma Combined Condensed Financial
Statements."
    

                                       10
<PAGE>
   
      INDEX TO UNAUDITED PRO FORMA COMBINED CONDENSED FINANCIAL STATEMENTS
    

   
Scenario 1:   Capital  Cities shareholders  receive the  Standard  Consideration
(maximum stock)
    

   
    - Unaudited pro forma combined condensed statements of income:
    
   
     --  Nine months ended June 30, 1995
     --  Year ended September 30, 1994
    

   
    - Unaudited pro forma combined condensed balance sheet as of June 30, 1995
    

   
Scenario 2:  Capital Cities shareholders receive the Cash Consideration, without
regard to the Cash Component (maximum cash)
    

   
    - Unaudited pro forma combined condensed statements of income:
    
   
     --  Nine months ended June 30, 1995
     --  Year ended September 30, 1994
    

   
    - Unaudited pro forma combined condensed balance sheet as of June 30, 1995
    

   
Notes to unaudited pro forma combined condensed financial statements
    

                                       11
<PAGE>
   
           UNAUDITED PRO FORMA COMBINED CONDENSED STATEMENT OF INCOME
                        NINE MONTHS ENDED JUNE 30, 1995
  (SCENARIO 1: CAPITAL CITIES SHAREHOLDERS RECEIVE THE STANDARD CONSIDERATION
                                (MAXIMUM STOCK))
    

   
<TABLE>
<CAPTION>
                                            HISTORICAL                 PRO FORMA
                                     ------------------------   -----------------------
                                      DISNEY   CAPITAL CITIES   ADJUSTMENTS   COMBINED
                                     --------  --------------   -----------   ---------
<S>                                  <C>       <C>              <C>           <C>
                                            (IN MILLIONS, EXCEPT PER SHARE DATA)
Revenues...........................  $8,988.5     $5,229.8                    $14,218.3

Costs and Expenses.................   6,682.9      3,985.3                     10,668.2
Depreciation.......................     345.9         84.3                        430.2
Amortization of Intangible
 Assets............................                   48.1        $ 260.7(a)      308.8
                                     --------  --------------   -----------   ---------
Operating Income...................   1,959.7      1,112.1         (260.7)      2,811.1
General and Administrative
 Expenses..........................     126.8         35.4                        162.2
Interest Expense, Net..............     101.3          2.1          466.5(b)      569.9
Other..............................      19.6         (3.7)                        15.9
                                     --------  --------------   -----------   ---------
Income Before Income Taxes.........   1,712.0      1,078.3         (727.2)      2,063.1
Income Taxes.......................     595.9        471.1         (181.9)(c)     885.1
                                     --------  --------------   -----------   ---------
Net Income.........................  $1,116.1     $  607.2        $(545.3)    $ 1,178.0
                                     --------  --------------   -----------   ---------
                                     --------  --------------   -----------   ---------
Earnings Per Share.................  $   2.11     $   3.94                    $    1.72(d)
                                     --------  --------------                 ---------
                                     --------  --------------                 ---------
Average Number of Common and
 Common Equivalent Shares
 Outstanding.......................     530.2        154.0                        685.1(d)
                                     --------  --------------                 ---------
                                     --------  --------------                 ---------
</TABLE>
    

   
   See accompanying notes to unaudited pro forma combined condensed financial
                                  statements.
    

                                       12
<PAGE>
   
           UNAUDITED PRO FORMA COMBINED CONDENSED STATEMENT OF INCOME
                         YEAR ENDED SEPTEMBER 30, 1994
  (SCENARIO 1: CAPITAL CITIES SHAREHOLDERS RECEIVE THE STANDARD CONSIDERATION
                                (MAXIMUM STOCK))
    

   
<TABLE>
<CAPTION>
                                            HISTORICAL                  PRO FORMA
                                     -------------------------   -----------------------
                                      DISNEY    CAPITAL CITIES   ADJUSTMENTS   COMBINED
                                     ---------  --------------   -----------   ---------
<S>                                  <C>        <C>              <C>           <C>
                                            (IN MILLIONS, EXCEPT PER SHARE DATA)
Revenues...........................  $10,055.1     $6,160.1                    $16,215.2

Costs and Expenses.................    7,679.7      4,849.8                     12,529.5
Depreciation.......................      409.7        105.3                        515.0
Amortization of Intangible
 Assets............................                    62.8       $  348.9(a)      411.7
                                     ---------  --------------   -----------   ---------
Operating Income...................    1,965.7      1,142.2         (348.9)      2,759.0
General and Administrative
 Expenses..........................      162.2         40.7                        202.9
Interest Expense (Income), Net.....      (10.0)        29.8          671.4(b)      691.2
Other..............................      110.4                                     110.4
                                     ---------  --------------   -----------   ---------
Income Before Income Taxes.........    1,703.1      1,071.7       (1,020.3)      1,754.5
Income Taxes.......................      592.7        465.7         (261.8)(c)     796.6
                                     ---------  --------------   -----------   ---------
Net Income.........................  $ 1,110.4     $  606.0       $ (758.5)    $   957.9
                                     ---------  --------------   -----------   ---------
                                     ---------  --------------   -----------   ---------
Earnings Per Share.................  $    2.04     $   3.87                    $    1.37(d)
                                     ---------  --------------                 ---------
                                     ---------  --------------                 ---------
Average Number of Common and
 Common Equivalent Shares
 Outstanding.......................      545.2        156.5                        700.1(d)
                                     ---------  --------------                 ---------
                                     ---------  --------------                 ---------
</TABLE>
    

   
   See accompanying notes to unaudited pro forma combined condensed financial
                                  statements.
    

                                       13
<PAGE>
   
              UNAUDITED PRO FORMA COMBINED CONDENSED BALANCE SHEET
                              AS OF JUNE 30, 1995
  (SCENARIO 1: CAPITAL CITIES SHAREHOLDERS RECEIVE THE STANDARD CONSIDERATION
                                (MAXIMUM STOCK))
    

   
<TABLE>
<CAPTION>
                                            HISTORICAL                    PRO FORMA
                                     -------------------------   ---------------------------
                                      DISNEY    CAPITAL CITIES   ADJUSTMENTS       COMBINED
                                     ---------  --------------   -----------       ---------
<S>                                  <C>        <C>              <C>               <C>
                                                          (IN MILLIONS)
ASSETS
  Cash and Cash Equivalents........  $   956.7     $1,169.3       $ (1,626.0)(a)   $   500.0
  Investments......................    1,457.3        284.2         (1,000.0)(b)       741.5
  Receivables......................    1,449.9        885.3                          2,335.2
  Inventories......................      727.9                                         727.9
  Film and Television Costs........    1,974.9        565.8                          2,540.7
  Theme Parks, Resorts and Other
   Property, Net...................    6,131.9      1,286.4                          7,418.3
  Intangible Assets, Net...........                 1,995.2         14,471.9(c)     16,467.1
  Other Assets.....................    1,682.7        811.2                          2,493.9
                                     ---------  --------------   -----------       ---------
                                     $14,381.3     $6,997.4       $ 11,845.9       $33,224.6
                                     ---------  --------------   -----------       ---------
                                     ---------  --------------   -----------       ---------

LIABILITIES AND STOCKHOLDERS'
 EQUITY
  Accounts Payable and Other
   Accrued Liabilities.............  $ 3,170.3     $1,205.9       $   (344.6)(d)   $ 4,031.6
  Borrowings.......................    3,362.2        612.9          7,965.1(e)     11,940.2
  Other Liabilities................    1,474.7        574.7                          2,049.4
  Stockholders' Equity.............    6,374.1      4,603.9          4,225.4(f)     15,203.4
                                     ---------  --------------   -----------       ---------
                                     $14,381.3     $6,997.4       $ 11,845.9       $33,224.6
                                     ---------  --------------   -----------       ---------
                                     ---------  --------------   -----------       ---------
</TABLE>
    

   
   See accompanying notes to unaudited pro forma combined condensed financial
                                  statements.
    

                                       14
<PAGE>
   
           UNAUDITED PRO FORMA COMBINED CONDENSED STATEMENT OF INCOME
                        NINE MONTHS ENDED JUNE 30, 1995
    (SCENARIO 2: CAPITAL CITIES SHAREHOLDERS RECEIVE THE CASH CONSIDERATION,
              WITHOUT REGARD TO THE CASH COMPONENT (MAXIMUM CASH))
    

   
<TABLE>
<CAPTION>
                                            HISTORICAL                 PRO FORMA
                                     ------------------------   -----------------------
                                      DISNEY   CAPITAL CITIES   ADJUSTMENTS   COMBINED
                                     --------  --------------   -----------   ---------
<S>                                  <C>       <C>              <C>           <C>
                                            (IN MILLIONS, EXCEPT PER SHARE DATA)
Revenues...........................  $8,988.5     $5,229.8                    $14,218.3

Costs and Expenses.................   6,682.9      3,985.3                     10,668.2
Depreciation.......................     345.9         84.3                        430.2
Amortization of Intangible
 Assets............................                   48.1       $  260.7(a)      308.8
                                     --------  --------------   -----------   ---------
Operating Income...................   1,959.7      1,112.1         (260.7)      2,811.1
General and Administrative
 Expenses..........................     126.8         35.4                        162.2
Interest Expense, Net..............     101.3          2.1          896.9(b)    1,000.3
Other..............................      19.6         (3.7)                        15.9
                                     --------  --------------   -----------   ---------
Income Before Income Taxes.........   1,712.0      1,078.3       (1,157.6)      1,632.7
Income Taxes.......................     595.9        471.1         (349.8)(c)     717.2
                                     --------  --------------   -----------   ---------
Net Income.........................  $1,116.1     $  607.2       $ (807.8)    $   915.5
                                     --------  --------------   -----------   ---------
                                     --------  --------------   -----------   ---------
Earnings Per Share.................  $   2.11     $   3.94                    $    1.73(d)
                                     --------  --------------                 ---------
                                     --------  --------------                 ---------
Average Number of Common and
 Common Equivalent Shares
 Outstanding.......................     530.2        154.0                        530.2(d)
                                     --------  --------------                 ---------
                                     --------  --------------                 ---------
</TABLE>
    

   
   See accompanying notes to unaudited pro forma combined condensed financial
                                  statements.
    

                                       15
<PAGE>
   
           UNAUDITED PRO FORMA COMBINED CONDENSED STATEMENT OF INCOME
                         YEAR ENDED SEPTEMBER 30, 1994
    (SCENARIO 2: CAPITAL CITIES SHAREHOLDERS RECEIVE THE CASH CONSIDERATION,
              WITHOUT REGARD TO THE CASH COMPONENT (MAXIMUM CASH))
    

   
<TABLE>
<CAPTION>
                                            HISTORICAL                     PRO FORMA
                                     -------------------------   -----------------------------
                                      DISNEY    CAPITAL CITIES    ADJUSTMENTS       COMBINED
                                     ---------  --------------   --------------   ------------
                                               (IN MILLIONS, EXCEPT PER SHARE DATA)
<S>                                  <C>        <C>              <C>              <C>
Revenues...........................  $10,055.1     $6,160.1                       $   16,215.2

Costs and Expenses.................    7,679.7      4,849.8                           12,529.5
Depreciation.......................      409.7        105.3                              515.0
Amortization of Intangible
 Assets............................                    62.8       $   348.9(a)           411.7
                                     ---------  --------------   --------------   ------------
Operating Income...................    1,965.7      1,142.2          (348.9)           2,759.0
General and Administrative
 Expenses..........................      162.2         40.7                              202.9
Interest Expense (Income), Net.....      (10.0)        29.8         1,245.3(b)         1,265.1
Other..............................      110.4                                           110.4
                                     ---------  --------------   --------------   ------------
Income Before Income Taxes.........    1,703.1      1,071.7        (1,594.2)           1,180.6
Income Taxes.......................      592.7        465.7          (485.7)(c)          572.7
                                     ---------  --------------   --------------   ------------
Net Income.........................  $ 1,110.4     $  606.0       $(1,108.5)      $      607.9
                                     ---------  --------------   --------------   ------------
                                     ---------  --------------   --------------   ------------
Earnings Per Share.................  $    2.04     $   3.87                       $       1.12(d)
                                     ---------  --------------                    ------------
                                     ---------  --------------                    ------------
Average Number of Common and Common
 Equivalent Shares Outstanding .         545.2        156.5                              545.2(d)
                                     ---------  --------------                    ------------
                                     ---------  --------------                    ------------
</TABLE>
    

   
   See accompanying notes to unaudited pro forma combined condensed financial
                                  statements.
    

                                       16
<PAGE>
   
              UNAUDITED PRO FORMA COMBINED CONDENSED BALANCE SHEET
                              AS OF JUNE 30, 1995
    (SCENARIO 2: CAPITAL CITIES SHAREHOLDERS RECEIVE THE CASH CONSIDERATION,
              WITHOUT REGARD TO THE CASH COMPONENT (MAXIMUM CASH))
    

   
<TABLE>
<CAPTION>
                                            HISTORICAL                      PRO FORMA
                                     -------------------------   --------------------------------
                                      DISNEY    CAPITAL CITIES     ADJUSTMENTS          COMBINED
                                     ---------  --------------   ----------------       ---------
                                                            (IN MILLIONS)
<S>                                  <C>        <C>              <C>                    <C>
ASSETS
  Cash and Cash Equivalents........  $   956.7     $1,169.3       $      (1,626.0)(a)   $   500.0
  Investments......................    1,457.3        284.2              (1,000.0)(b)       741.5
  Receivables......................    1,449.9        885.3                               2,335.2
  Inventories......................      727.9                                              727.9
  Film and Television Costs........    1,974.9        565.8                               2,540.7
  Theme Parks, Resorts and Other
   Property, Net...................    6,131.9      1,286.4                               7,418.3
  Intangible Assets, Net...........                 1,995.2              14,471.9(c)     16,467.1
  Other Assets.....................    1,682.7        811.2                               2,493.9
                                     ---------  --------------   ----------------       ---------
                                     $14,381.3     $6,997.4       $      11,845.9       $33,224.6
                                     ---------  --------------   ----------------       ---------
                                     ---------  --------------   ----------------       ---------
LIABILITIES AND STOCKHOLDERS'
 EQUITY
  Accounts Payable and Other
   Accrued Liabilities.............  $ 3,170.3     $1,205.9       $        (344.6)(d)   $ 4,031.6
  Borrowings.......................    3,362.2        612.9              16,794.4(e)     20,769.5
  Other Liabilities................    1,474.7        574.7                               2,049.4
  Stockholders' Equity.............    6,374.1      4,603.9              (4,603.9)(f)     6,374.1
                                     ---------  --------------   ----------------       ---------
                                     $14,381.3     $6,997.4       $      11,845.9       $33,224.6
                                     ---------  --------------   ----------------       ---------
                                     ---------  --------------   ----------------       ---------
</TABLE>
    

   
   See accompanying notes to unaudited pro forma combined condensed financial
                                  statements.
    

                                       17
<PAGE>
   
                          NOTES TO UNAUDITED PRO FORMA
                    COMBINED CONDENSED FINANCIAL STATEMENTS
            (TABULAR DOLLARS IN MILLIONS, EXCEPT PER SHARE AMOUNTS)
    

   
    The  unaudited pro forma combined condensed financial statements reflect the
conversion of  each outstanding  share  of Capital  Cities Common  Stock  (154.9
million shares, representing 153.9 million shares outstanding as of July 2, 1995
plus an estimated 1.0 million shares expected to be issued through the Effective
Time  in connection with  the Capital Cities employee  stock purchase plan) into
cash and/or shares of New Disney Common Stock as follows:
    

   
<TABLE>
<CAPTION>
                                                                                     SCENARIO 1      SCENARIO 2
                                                                                   MAXIMUM STOCK    MAXIMUM CASH
                                                                                   --------------  --------------
<S>                                                                                <C>             <C>
Consideration exchanged consists of the following:
  Cash...........................................................................   $   10,068.5    $   18,897.8
  New Disney Common Stock........................................................        8,829.3         --
Settlement of certain benefit plans (1)..........................................          178.0           178.0
                                                                                   --------------  --------------
Total Purchase Consideration.....................................................       19,075.8        19,075.8
Less: Capital Cities net tangible assets as of July 2, 1995......................        2,608.7         2,608.7
                                                                                   --------------  --------------
Excess of Purchase Consideration over net tangible assets acquired...............   $   16,467.1    $   16,467.1
                                                                                   --------------  --------------
                                                                                   --------------  --------------
</TABLE>
    

- ------------------------

   
(1) As a result  of the Acquisition, certain  Capital Cities benefit plans  will
    become fully vested and the related benefits will become immediately payable
    in  a single lump-sum distribution. In  addition, the Acquisition results in
    accelerated vesting of certain options to purchase shares of Capital  Cities
    Common  Stock,  which for  purposes of  these  pro forma  combined condensed
    financial statements are assumed to be settled in cash. The amount  included
    in  the Purchase Consideration  reflects total estimated  payments of $522.6
    million, less related amounts accrued at July 2, 1995 of $207.0 million, and
    less estimated income tax benefits of $137.6 million.
    

   
    Acquisition expenses, including debt issuance costs, are not expected to  be
material  and, accordingly,  have not been  included in the  unaudited pro forma
combined condensed financial statements.
    

   
    Transactions between Disney and Capital Cities have not been eliminated from
the unaudited pro forma combined condensed financial statements, as the  amounts
are immaterial in each of the periods presented.
    

   
    Certain  reclassifications have been  made to the  Disney and Capital Cities
historical consolidated  financial statements  to set  forth the  unaudited  pro
forma  combined condensed financial statements of New Disney after giving effect
to the Acquisition.
    

   
    Pro forma adjustments giving effect to the Acquisition in the unaudited  pro
forma combined condensed statements of income reflect the following:
    

   
    (a)  Amortization of the excess of  Purchase Consideration over net tangible
       assets  acquired  on  a  straight-line  basis  over  40  years,  net   of
       elimination   of  Capital  Cities'   historical  amortization  of  excess
       acquisition costs  over  the  values  assigned  to  net  tangible  assets
       acquired in prior acquisitions.
    

   
    (b) Increase in interest expense resulting from the use of new borrowings to
       finance  a  portion  of  the  Purchase  Consideration  and  reduction  in
       investment and  interest  income,  resulting  from  the  use  of  certain
       short-term  investments and cash to fund  partial payment of the Purchase
       Consideration. The interest rate on new borrowings of $7.97 billion under
       Scenario 1 and $16.79 billion under Scenario  2 is assumed to be 6.5%.  A
       change  of 1/8  of 1%  in the  assumed interest  rate will  change annual
       interest expense  by $10.0  million under  Scenario 1  and $21.0  million
       under Scenario 2.
    

                                       18
<PAGE>
   
    (c)  Income tax effect  of pro forma  adjustments, excluding amortization of
       the excess of Purchase Consideration  over net tangible assets  acquired,
       which is non-deductible for tax purposes.
    

   
    (d)  Earnings per share based upon the  weighted average number of shares of
       Disney Common Stock  and common  equivalent shares  outstanding for  each
       period  presented, including under  Scenario 1, the  shares of New Disney
       Common Stock assumed to be issued in connection with the Acquisition,  as
       if they had been issued at the beginning of each period presented.
    

   
    Pro  forma adjustments giving effect to the Acquisition in the unaudited pro
forma combined condensed balance sheets reflect the following:
    

   
    (a) Liquidation of  certain cash  balances to  fund partial  payment of  the
       Purchase Consideration.
    

   
    (b) Liquidation of certain short-term investments to fund partial payment of
       the Purchase Consideration.
    

   
    (c)  Excess of Purchase Consideration over net tangible assets acquired, net
       of  elimination  of  Capital   Cities'  historical  excess  of   Purchase
       Consideration over the values assigned to net tangible assets acquired in
       prior acquisitions.
    

   
    (d)  Liquidation of  accrued liabilities related  to the  cash settlement of
       certain Capital Cities benefit plans and recording of income tax benefits
       related to the distribution of accelerated benefits.
    

   
    (e) New borrowings to finance the cash portion of the Purchase Consideration
       and the cash settlement of certain Capital Cities benefit plans.
    

   
    (f) Cancellation of treasury stock of Disney, elimination of Capital  Cities
       shareholders'  equity, and  under Scenario  1, issuance  of 154.9 million
       shares of New Disney Common Stock.
    

   
    As more fully  described elsewhere in  this Prospectus, the  amount of  cash
and/or  shares of New Disney Common Stock  to be received by each shareholder of
Capital Cities pursuant to  the Capital Cities Merger  is dependent upon,  among
other  things, (i) the stated preferences  of the Capital Cities shareholders on
the Election Forms, (ii) the proration procedures to be applied if the Requested
Stock Amount exceeds the  Stock Component or the  Requested Cash Amount  exceeds
the  Cash Component, and (iii)  the level of the  Maximum Cash Amount, including
any increase of the Maximum Cash Amount  by Disney, in its sole discretion.  The
two  scenarios of  unaudited pro  forma combined  condensed financial statements
presented above  give effect  to the  range of  possible amounts  of New  Disney
Common  Stock and/or  cash to  be received  by Capital  Cities shareholders upon
consummation of the  Capital Cities  Merger. However, assuming  a Disney  Common
Stock  Price of $57 and  final Purchase Consideration of  $14.50 billion in cash
and $4.40 billion in Disney Common  Stock (77.2 million shares), representing  a
scenario  whereby  the  aggregate  amount  of  cash  payable  to  Capital Cities
shareholders is set  at a point  approximately halfway between  its level  under
Scenario  1  and Scenario  2,  as defined  above,  unaudited pro  forma combined
earnings per share would be $1.72 and  $1.26 for the nine months ended June  30,
1995 and the year ended September 30, 1994, respectively.
    

                                       19
<PAGE>
   
    The  unaudited pro forma  combined condensed financial  statements have been
prepared assuming a Disney  Common Stock Price of  $57. The Disney Common  Stock
Price is not subject to a minimum or maximum amount and the actual Disney Common
Stock Price may vary to any degree. The following table sets forth the impact of
other   Disney  Common  Stock   Prices  (representing  a   $5  variance  (chosen
arbitrarily) from the assumed Disney Common Stock Price) on certain elements  of
the Acquisition, including unaudited pro forma per share results:
    

   
<TABLE>
<CAPTION>
                                                                    SCENARIO 1                SCENARIO 2
                                                                  MAXIMUM STOCK              MAXIMUM CASH
                                                             ------------------------  ------------------------
<S>                                                          <C>          <C>          <C>          <C>
Disney Common Stock Price..................................  $        52  $        62  $        52  $        62
New Disney shares issued (1)...............................        154.9        154.9      --           --
Purchase consideration:
  Cash.....................................................  $  10,068.5  $  10,068.5  $  18,123.3  $  19,672.3
  Stock....................................................      8,054.8      9,603.8      --           --
  Settlement of certain benefit plans......................        159.5        191.9        159.5        191.9
                                                             -----------  -----------  -----------  -----------
    Total..................................................  $  18,282.8  $  19,864.2  $  18,282.8  $  19,864.2
                                                             -----------  -----------  -----------  -----------
                                                             -----------  -----------  -----------  -----------
Pro forma earnings per share:
  Nine months ended June 30, 1995..........................  $      1.74  $      1.70  $      1.80  $      1.65
  Year ended September 30, 1994............................  $      1.40  $      1.34  $      1.21  $      1.02
</TABLE>
    

- ------------------------

   
(1)  Based upon 153.9 million shares  of Capital Cities Common Stock outstanding
    as of July  2, 1995, plus  an estimated  1.0 million shares  expected to  be
    issued  through the  Effective Time  in connection  with the  Capital Cities
    employee stock purchase plan.
    

                                       20
<PAGE>
                       DESCRIPTION OF THE DEBT SECURITIES

    The following description sets forth certain general terms and provisions of
the  Debt  Securities  to  which  any  Prospectus  Supplement  may  relate.  The
particular terms of the Debt Securities offered by any Prospectus Supplement and
the extent, if  any, to  which such  general provisions  may apply  to the  Debt
Securities so offered will be described in the Prospectus Supplement relating to
such Debt Securities.

    The Debt Securities may be issued, from time to time, in one or more series,
and  will  constitute either  Senior Debt  Securities, Senior  Subordinated Debt
Securities or Subordinated Debt Securities. Senior Debt Securities may be issued
under an Indenture (the "Senior Debt  Securities Indenture") to be entered  into
between  New  Disney,  Disney,  as guarantor,  and  Citibank,  N.A.,  a national
association, as  trustee  (the "Senior  Debt  Securities Trustee").  The  Senior
Subordinated  Debt Securities may be issued from time to time under an Indenture
(the "Senior Subordinated Debt Securities Indenture") to be entered into between
New Disney, Disney, as guarantor,  and a trustee to  be named in the  applicable
Prospectus  Supplement (the "Senior Subordinated  Debt Securities Trustee"). The
Subordinated Debt Securities may be issued from time to time under an  Indenture
(the  "Subordinated Debt Securities  Indenture") to be  entered into between New
Disney, Disney,  as guarantor,  and a  trustee  to be  named in  the  applicable
Prospectus Supplement (the "Subordinated Debt Securities Trustee").

    The   Senior  Debt  Securities  Indenture,   the  Senior  Subordinated  Debt
Securities  Indenture,  and  the  Subordinated  Debt  Securities  Indenture  are
referred  to herein  individually as  an "Indenture"  and, collectively,  as the
"Indentures," and the  Senior Debt Securities  Trustee, the Senior  Subordinated
Debt  Securities  Trustee  and  the  Subordinated  Debt  Securities  Trustee are
referred to  herein  individually  as  the "Trustee"  and  collectively  as  the
"Trustees."  Copies of the Indentures are  filed as exhibits to the Registration
Statement. Capitalized  terms  used in  this  section which  are  not  otherwise
defined  in this Prospectus shall have the  meanings set forth in the Indentures
to which they relate. The following summaries of certain provisions of the  Debt
Securities  and the Indentures do not purport to be complete and are subject to,
and are qualified in their entirety by express reference to, all the  provisions
of  the Indentures, including the definitions  therein of certain terms. As used
in this section of the  Prospectus, "New Disney" refers  to DC Holdco, Inc.  and
does  not  include  its  subsidiaries,  including,  after  consummation  of  the
Acquisition, Disney or Capital Cities.

GENERAL

    The Debt Securities will be direct, unsecured obligations of New Disney.

    The  Indentures  do  not  limit  the  aggregate  principal  amount  of  Debt
Securities that may be issued thereunder and provide that Debt Securities may be
issued thereunder from time to time in one or more series.

    Under  the  Indentures,  New Disney  will  have  the ability  to  issue Debt
Securities with terms different from those of Debt Securities previously issued,
without the  consent  of  the  holders  of  previously  issued  series  of  Debt
Securities, in an aggregate principal amount determined by New Disney.

    Securities  may be  issued as  Discount Securities, which  may be  sold at a
discount below their principal  amount. Even if Securities  are not issued at  a
discount  below their principal  amount, such Securities  may, for United States
Federal income tax purposes, be deemed to have been issued with "original  issue
discount"  ("OID") because of certain  interest payment characteristics. Special
United States Federal income tax considerations applicable to Securities  issued
with  original issue discount, including  Discount Securities, will be described
in more detail  in any  applicable Prospectus Supplement.  In addition,  special
United  States  Federal  tax  considerations  or  other  restrictions  or  terms
applicable to any  Debt Securities which  are issuable in  bearer form,  offered
exclusively  to United  States Aliens  or denominated  in a  currency other than
United States dollars  will be  set forth  in a  Prospectus Supplement  relating
thereto.

                                       21
<PAGE>
    The   applicable  Prospectus  Supplement   or  Prospectus  Supplements  will
describe, among other things, the following terms of the Debt Securities offered
thereby (the  "Offered Debt  Securities"): (i)  the title  of the  Offered  Debt
Securities; (ii) any limit on the aggregate principal amount of the Offered Debt
Securities;  (iii) whether  the Offered  Debt Securities  are to  be issuable as
registered securities or bearer securities or both and whether the Offered  Debt
Securities  may  be represented  initially by  a Debt  Security in  temporary or
permanent global form, and  if so, the initial  Depositary with respect to  such
temporary  or permanent global  Debt Security and  whether and the circumstances
under which beneficial owners  of interests in any  such temporary or  permanent
global  Debt Security  may exchange such  interests for Debt  Securities of such
series and of like tenor of any authorized form and denomination; (iv) the price
or prices at which the Offered Debt  Securities will be issued; (v) the date  or
dates  on which the principal  of the Offered Debt  Securities is payable or the
method of determination thereof; (vi) the  place or places where and the  manner
in  which the principal  of and premium, if  any, and interest,  if any, on such
Offered Debt  Securities will  be payable  and the  place or  places where  such
Offered  Debt  Securities  may be  presented  for transfer  and,  if applicable,
conversion or  exchange; (vii)  the rate  or  rates at  which the  Offered  Debt
Securities  will bear interest, or the method of calculating such rate or rates,
if any, and the  date or dates  from which such interest,  if any, will  accrue;
(viii) the Stated Maturities (as defined below) of installments of interest (the
"Interest  Payment Dates"), if  any, on which  any interest on  the Offered Debt
Securities will be payable, and the Regular Record Date for any interest payable
on any Offered Debt Securities which  are registered securities; (ix) the  right
or  obligation, if any, of  New Disney to redeem  or purchase Debt Securities of
the series pursuant to any sinking fund or analogous provisions or at the option
of a  holder thereof,  the conditions,  if any,  giving rise  to such  right  or
obligation,  and the period or periods within  which, and the price or prices at
which and the  terms and  conditions upon which  Debt Securities  of the  series
shall  be redeemed or  purchased, in whole  or part, and  any provisions for the
remarketing of such Debt  Securities; (x) whether  such Offered Debt  Securities
are  convertible or exchangeable  into other debt or  equity securities, and, if
so, the terms  and conditions  upon which such  conversion or  exchange will  be
effected  including the  initial conversion  or exchange  price or  rate and any
adjustments thereto, the conversion or  exchange period and other conversion  or
exchange  provisions;  (xi)  the  currency  or  currencies,  including composite
currencies or currency units, of payment  of principal of and interest, if  any,
on  the Offered Debt Securities, if other  than U.S. dollars, and, if other than
U.S.  dollars,  whether  the  Offered  Debt  Securities  may  be  satisfied  and
discharged other than as provided in the Indenture and whether New Disney or the
holders  of any such  Offered Debt Securities  may elect to  receive payments in
respect of such Offered  Debt Securities in a  currency or currency units  other
than  that in which such Offered Debt Securities are stated to be payable; (xii)
any terms applicable to  such Offered Debt Securities  issued at an issue  price
below  their stated principal amount, including  the issue price thereof and the
rate or rates at which such original  issue discount will accrue; (xiii) if  the
amount  of payments of  principal of and  interest, if any,  on the Offered Debt
Securities is to be determined by reference to an index or formula, or based  on
a  coin or currency or  currency unit other than that  in which the Offered Debt
Securities are stated to be payable, the manner in which such amounts are to  be
determined  and the  calculation agent, if  any, with respect  thereto; (xiv) if
other than the principal amount thereof, the portion of the principal amount  of
the   Offered  Debt  Securities  which  will  be  payable  upon  declaration  or
acceleration of the maturity thereof pursuant  to an Event of Default; (xv)  any
deletions  from,  modifications of  or  additions to  the  Events of  Default or
covenants of New Disney with respect to such Offered Debt Securities, whether or
not such  Events of  Default or  covenants  are consistent  with the  Events  of
Default  or covenants set  forth herein; (xvi)  the terms and  conditions of any
Debt Guarantees (as defined  below) of Disney with  respect to the Offered  Debt
Securities,  including the terms upon which  any such guarantee may be released;
(xvii) any special United States Federal income tax considerations applicable to
the Offered Debt  Securities; and (xviii)  any other terms  of the Offered  Debt
Securities not inconsistent with the provisions of any applicable Indenture. The
applicable  Prospectus Supplement will also describe  the following terms of any
series of Subordinated or Senior Subordinated Debt Securities offered hereby  in
respect  of which this Prospectus is being delivered: (a) the rights, if any, to
defer payments  of interest  on  the Subordinated  or Senior  Subordinated  Debt
Securities   of  such   series  by   extending  the   interest  payment  period,

                                       22
<PAGE>
and the duration  of such  extensions, and (b)  the subordination  terms of  the
Subordinated  or  Senior  Subordinated  Debt  Securities  of  such  series.  The
foregoing is not  intended to  be an  exclusive list of  the terms  that may  be
applicable to any Offered Debt Securities and shall not limit in any respect the
ability  of New Disney to issue Debt  Securities with terms different from or in
addition to those described above or elsewhere in this Prospectus provided  that
such  terms  are  not  inconsistent  with  the  applicable  Indenture  and  this
Prospectus. Any  such  Prospectus  Supplement will  also  describe  any  special
provisions  for the  payment of additional  amounts with respect  to the Offered
Debt Securities.

    The operations of  New Disney,  if the  Acquisition is  consummated will  be
conducted  almost entirely  through subsidiaries.  The operations  of Disney are
currently conducted in significant  part through subsidiaries. Accordingly,  the
cash  flow and the consequent ability to  service debt of New Disney and Disney,
including the Debt Securities and any  Debt Guarantees of Disney, are  dependent
upon  the earnings of their subsidiaries  and the distribution of those earnings
to New Disney  or Disney, as  the case may  be, whether by  dividends, loans  or
otherwise.  The payment of dividends and the making of loans and advances to New
Disney and  Disney  by  their  subsidiaries  may  be  subject  to  statutory  or
contractual restrictions, are contingent upon the earnings of those subsidiaries
and  are subject to various business considerations. Any right of New Disney and
Disney to receive assets  of any of its  subsidiaries upon their liquidation  or
reorganization  (and the consequent right of  the holders of the Debt Securities
to participate in those assets) will  be effectively subordinated to the  claims
of that subsidiary's creditors (including trade creditors), except to the extent
that  New  Disney or  Disney, as  the case  may  be, is  itself recognized  as a
creditor of such subsidiary, in which case  the claims of New Disney or  Disney,
as  the case may be, would still be subordinate to any security interests in the
assets of such subsidiary and any indebtedness of such subsidiary senior to that
held by New Disney or Disney.

FORM, EXCHANGE, REGISTRATION AND TRANSFER

    The Debt  Securities  of  a  series  may  be  issued  solely  as  registered
securities, solely as bearer securities (with or without coupons attached) or as
both  registered securities and  bearer securities. Debt  Securities of a series
may be issuable  in whole or  in part  in the form  of one or  more global  Debt
Securities,  as described below under "Global Debt Securities." Unless otherwise
indicated in an applicable Prospectus Supplement, registered securities will  be
issuable  in denominations of $1,000 and  integral multiples thereof, and bearer
securities will be issuable in denominations of $5,000 and $100,000.

    Registered  securities  of  any  series  will  be  exchangeable  for   other
registered  securities of the same series of any authorized denominations and of
a like aggregate principal amount and tenor. In addition, if Debt Securities  of
any  series are issuable as both registered securities and as bearer securities,
at the option of the holder, subject  to the terms of the applicable  Indenture,
bearer  securities  (accompanied by  all unmatured  coupons, except  as provided
below, and all matured coupons in  default) of such series will be  exchangeable
for registered securities of the same series of any authorized denominations and
of a like aggregate principal amount and tenor. Unless otherwise indicated in an
applicable  Prospectus Supplement,  any bearer security  surrendered in exchange
for a registered security between a Regular Record Date or a Special Record Date
and the relevant date  for payment of interest  will be surrendered without  the
coupon  relating to such date  for payment of interest  and interest will not be
payable in respect of the registered security issued in exchange for such bearer
security, but will  be payable only  to the holder  of such coupon  when due  in
accordance with the terms of the applicable Indenture. Bearer securities may not
be issued in exchange for registered securities.

    Debt  Securities may be presented for exchange as provided above, and unless
otherwise  indicated  in   an  applicable   Prospectus  Supplement,   registered
securities  may  be presented  for registration  of transfer,  at the  office or
agency of New Disney designated as registrar or co-registrar with respect to any
series of Debt Securities, without service charge and upon payment of any taxes,
assessments or  other  governmental  charges  as  described  in  the  applicable
Indenture. Such transfer or exchange will

                                       23
<PAGE>
be  effected on the books of the registrar or any other transfer agent appointed
by New Disney upon such registrar or  transfer agent, as the case may be,  being
satisfied  with the  documents of  title and identity  of the  person making the
request. New Disney intends  to initially appoint the  Trustee as registrar  and
the  name of any different or additional registrar designated by New Disney with
respect to  the Offered  Debt  Securities will  be  included in  the  Prospectus
Supplement  relating thereto. If a Prospectus  Supplement refers to any transfer
agents (in addition to the registrar)  designated by New Disney with respect  to
any  series  of  Debt  Securities,  New  Disney  may  at  any  time  rescind the
designation of  any such  transfer agent  or approve  a change  in the  location
through which any such transfer agent acts, except that, if Debt Securities of a
series  are issuable only as registered  securities, New Disney will be required
to maintain a transfer agent  in each Place of Payment  for such series and,  if
Debt  Securities of a series are issuable  as bearer securities, New Disney will
be required to maintain  (in addition to  the registrar) a  transfer agent in  a
Place  of Payment for such series located  outside the United States. New Disney
may at any time designate additional transfer agents with respect to any  series
of Debt Securities.

    Unless  otherwise  indicated  in an  applicable  Prospectus  Supplement, the
Indentures do not include covenants limiting the amount of indebtedness that may
be incurred or otherwise restricting New  Disney's or Disney's ability to  enter
into  a highly leveraged transaction, including a reorganization, restructuring,
merger or similar transaction involving New Disney or Disney, that may adversely
affect the holders of the Debt Securities, if such transaction is a  permissible
consolidation,  merger  or similar  transaction.  In addition,  unless otherwise
specified in an applicable Prospectus  Supplement, the Indentures do not  afford
the  holders of the Debt Securities the right to require New Disney or Disney to
repurchase or redeem  the Debt  Securities in the  event of  a highly  leveraged
transaction. See "Mergers and Sale of Assets."

    In the event of any partial redemption of Debt Securities of any series, New
Disney  will not be required to (i)  issue, register the transfer of or exchange
Debt Securities  of that  series during  a period  beginning at  the opening  of
business  15 days before any  selection of Debt Securities  of that series to be
redeemed and ending at the  close of business on (a)  if Debt Securities of  the
series  are issuable only  as registered securities,  the day of  mailing of the
relevant notice of  redemption, and  (b) if Debt  Securities of  the series  are
issuable  as bearer securities, the day of the first publication of the relevant
notice of redemption or, if Debt Securities  of the series are also issuable  as
registered  securities and there is no  publication, the mailing of the relevant
notice of redemption; (ii) register the  transfer of or exchange any  registered
security,  or  portion thereof,  called  for redemption,  except  the unredeemed
portion of any registered security being redeemed in part; or (iii) exchange any
bearer security called for redemption,  except to exchange such bearer  security
for  a registered security of that series and of like tenor and principal amount
that is immediately surrendered for redemption.

PAYMENT AND PAYING AGENTS

    Unless otherwise indicated in  an applicable Prospectus Supplement,  payment
of  principal of and interest, if any,  on registered securities will be made at
the office of such  paying agent or  paying agents as  New Disney may  designate
from  time to time, except that at the option of New Disney payment of principal
or interest may be made by check or by wire transfer to an account maintained by
the payee. Unless  otherwise indicated in  an applicable Prospectus  Supplement,
payment  of any installment of interest on registered securities will be made to
the person in whose name such registered security is registered at the close  of
business on the Regular Record Date for such interest.

    Unless  otherwise indicated in an  applicable Prospectus Supplement, payment
of principal of  and interest,  if any, on  bearer securities  will be  payable,
subject  to any applicable laws  and regulations, at the  offices of such paying
agents outside the United States as New Disney may designate from time to  time,
or  by check or  by transfer to an  account maintained by  the payee outside the
United  States.  Unless   otherwise  indicated  in   an  applicable   Prospectus
Supplement,  any payment of interest on any  bearer securities will be made only
against surrender of the coupon relating to such interest installment.

                                       24
<PAGE>
    Unless otherwise  indicated  in  an applicable  Prospectus  Supplement,  the
Trustee  will be designated as New Disney's  sole paying agent for payments with
respect to Debt Securities  which are issuable  solely as registered  securities
and  as New Disney's paying  agent in the Borough of  Manhattan, The City of New
York, for payments with respect to  Debt Securities (subject to any  limitations
described  in any applicable Prospectus Supplement) which are issuable as bearer
securities. Any paying  agents outside the  United States and  any other  paying
agents  in the United States initially designated  by New Disney for the Offered
Debt Securities will be named in an applicable Prospectus Supplement. New Disney
may at any time designate additional paying agents or rescind the designation of
any paying agent  or approve a  change in  the office through  which any  paying
agent  acts, except that,  if Debt Securities  of a series  are issuable only as
registered securities, New Disney will be required to maintain a paying agent in
each Place of Payment for  such series and, if Debt  Securities of a series  are
issuable  as bearer securities,  New Disney will  be required to  maintain (i) a
paying agent in the Borough of Manhattan, The City of New York for payments with
respect to  any registered  securities  of the  series  (and for  payments  with
respect to bearer securities of the series in the circumstances described in the
Indenture,  but not otherwise),  and (ii) a  paying agent in  a Place of Payment
located outside the United States where  Debt Securities of such series and  any
related coupons may be presented and surrendered for payment.

    All moneys paid by New Disney to a paying agent for the payment of principal
of  or interest, if any, on any Debt Security which remains unclaimed at the end
of two years after such principal or interest shall have become due and  payable
will be repaid to New Disney, and the holder of such Debt Security or any coupon
will thereafter look only to New Disney for payment thereof.

GLOBAL DEBT SECURITIES

    The  Debt Securities of a series may be issued in whole or in part in global
form. A Debt Security in global form will be deposited with, or on behalf of,  a
Depositary,  which will be identified in  an applicable Prospectus Supplement. A
global Debt Security may be  issued in either registered  or bearer form and  in
either  temporary or permanent form.  A Debt Security in  global form may not be
transferred except as a whole to the  Depositary for such Debt Security or to  a
nominee  or successor of such Depositary. If any Debt Securities of a series are
issuable in global form, the applicable Prospectus Supplement will describe  the
circumstances,  if any, under  which beneficial owners of  interests in any such
global Debt Security may exchange such interests for definitive Debt  Securities
of such series and of like tenor and principal amount in any authorized form and
denomination, the manner of payment of principal of and interest, if any, on any
such  global Debt Security and the  specific terms of the depositary arrangement
with respect to any such global Debt Security.

GUARANTEES OF DEBT SECURITIES

    Under the terms  of the Indentures  and subject to  the provisions  thereof,
prior to the consummation of the Acquisition, Disney will, and subsequent to the
consummation  of  the Acquisition,  Disney may,  at its  option, unconditionally
guarantee to  the  holders  from  time  to time  of  specified  series  of  Debt
Securities  the  full and  prompt  payment of  principal,  premium, if  any, and
interest when and as the same shall become due and payable, whether at maturity,
upon redemption or  otherwise. Any  such guarantees (each,  a "Debt  Guarantee")
will  be unsecured obligations of Disney. Any right of payment of the holders of
Senior Debt Securities  under the related  Debt Guarantee will  be prior to  the
right  of  payment of  the  holders of  Senior  Subordinated Debt  Securities or
Subordinated Debt Securities under the related Debt Guarantee, and any right  of
payment  of the holders of Senior Subordinated Debt Securities under the related
Debt Guarantee  will  be  prior to  the  right  of payment  of  the  holders  of
Subordinated Debt Securities under the related Debt Guarantee, in each case upon
the terms set forth in the applicable Prospectus Supplement. The Debt Guarantees
may  be  subordinated to  other indebtedness  and obligations  of Disney  to the
extent set  forth  in the  applicable  Prospectus Supplement.  Unless  otherwise
stated  in  the  applicable  Prospectus  Supplement,  upon  consummation  of the
Acquisition, without any action by Disney, New Disney, the Trustees or any other
person, all obligations of

                                       25
<PAGE>
Disney under the Indentures and any Debt Guarantees will terminate and any event
related to Disney which would otherwise constitute an Event of Default under the
Indenture shall not constitute an Event of Default.

    If a  Debt  Guarantee  is  applicable to  Debt  Securities  offered  hereby,
reference  is made to  the applicable Indenture  and the accompanying Prospectus
Supplement for  a description  of the  specific terms  of such  Debt  Guarantee,
including  events of default relating  thereto, the outstanding principal amount
of indebtedness  and  other obligations  that  will  rank senior  to  such  Debt
Guarantee and, where applicable, subordination provisions of such Debt Guarantee
and covenants of the Guarantor.

MERGERS AND SALES OF ASSETS

    New  Disney  may not  consolidate with  or  merge into  any other  person or
convey, transfer or lease its properties and assets substantially as an entirety
to another person, unless, among other  things, (i) the resulting, surviving  or
transferee person (if other than New Disney) is organized and existing under the
laws  of the United  States, any state  thereof or the  District of Columbia and
such person  expressly assumes  all obligations  of New  Disney under  the  Debt
Securities  and the Indenture, and (ii)  immediately after giving effect to such
transaction, no event which is, or after notice or passage of time or both would
be, an Event of Default (any such event, a "Default") or Event of Default  shall
have  occurred or be continuing under the  Indenture. Upon the assumption of New
Disney's obligations by a person to whom such properties or assets are conveyed,
transferred or  leased,  subject to  certain  exceptions, New  Disney  shall  be
discharged  from all  obligations under the  Debt Securities  and the Indenture.
Notwithstanding the foregoing, in the event the Acquisition does not occur,  New
Disney may consolidate with or merge into Disney and, upon such consolidation or
merger,  the Debt  Securities will  thereafter be  obligations solely  of Disney
without any action on the part of Disney, New Disney or any other person.

    So long as any Debt Guarantee is in effect with respect to a series of  Debt
Securities,  Disney may not consolidate  with or merge into  any other person or
convey, transfer or lease its properties and assets substantially as an entirety
to another person, unless, among other  things, (i) the resulting, surviving  or
transferee  person (if  other than Disney)  is organized and  existing under the
laws of the United  States, any state  thereof or the  District of Columbia  and
such  person  expressly  assumes  all  obligations  of  Disney  under  the  Debt
Guarantees and the Indenture, and (ii)  immediately after giving effect to  such
transaction, no Default or Event of Default shall have occurred or be continuing
under  the Indenture. Upon the assumption of Disney's obligations by a person to
whom such properties or assets are  conveyed, transferred or leased, subject  to
certain  exceptions, Disney shall  be discharged from  all obligations under the
Debt Guarantees and the Indenture.

EVENTS OF DEFAULT

    Each Indenture provides that, if an Event of Default specified therein shall
have occurred  and  be continuing,  with  respect to  each  series of  the  Debt
Securities  outstanding thereunder individually,  the Trustee or  the holders of
not less  than  25%  in  aggregate principal  amount  of  the  outstanding  Debt
Securities  of such series may  declare the principal amount  (or, if any of the
Debt Securities of  such series  are Discount  Securities, such  portion of  the
principal  amount  of such  Debt Securities  as  may be  specified by  the terms
thereof) of  the  Debt Securities  of  such series  to  be immediately  due  and
payable.  Under certain  circumstances, the holders  of a  majority in aggregate
principal amount of the outstanding Debt  Securities of such series may  rescind
such a declaration.

    Under  each Indenture, an  Event of Default  is defined as,  with respect to
each series  of  Securities  outstanding thereunder  individually,  any  of  the
following:  (i) default in payment of the principal of any Debt Security of such
series; (ii) default in  payment of any  interest on any  Debt Security of  such
series  when due,  continuing for  30 days (or  60 days,  in the  case of Senior
Subordinated or Subordinated Debt  Securities); (iii) failure  by New Disney  to
comply  with its other agreements in the  Debt Securities of such series or such
Indenture for the benefit of the holders of Debt Securities of such series  upon
the  receipt by  New Disney  of notice  of such  Default by  the Trustee  or the
holders of at least  25% in aggregate principal  amount of the outstanding  Debt
Securities of such series and New Disney's failure

                                       26
<PAGE>
to  cure such Default within 60 days after receipt by New Disney of such notice;
(iv) certain  events  of bankruptcy  or  insolvency; (v)  in  the case  of  Debt
Securities  guaranteed by Disney, any Debt  Guarantee shall for any reason cease
to be, or be asserted in writing by  a responsible officer of Disney not to  be,
in full force and effect, except to the extent contemplated by the Indenture and
such  Debt  Guarantee; and  (vi)  any other  Event of  Default  set forth  in an
applicable Prospectus Supplement.

    The Trustee  shall give  notice to  holders of  the Debt  Securities of  any
continuing  Default known  to the  Trustee within  90 days  after the occurrence
thereof; PROVIDED, that the Trustee may withhold such notice, as to any  Default
other  than a payment Default,  if it determines in  good faith that withholding
the notice is in the interests of the holders.

    The holders  of a  majority  in principal  amount  of the  outstanding  Debt
Securities of any series may direct the time, method and place of conducting any
proceeding  for any remedy available  to the Trustee or  exercising any trust or
power conferred  on the  Trustee with  respect to  the Debt  Securities of  such
series;  PROVIDED that such direction  shall not be in  conflict with any law or
the Indenture and  subject to  certain other limitations.  Before proceeding  to
exercise  any  right or  power  under the  Indenture  at the  direction  of such
holders, the Trustee shall be entitled  to receive from such holders  reasonable
security  or  indemnity  satisfactory  to it  against  the  costs,  expenses and
liabilities which might be incurred by it in complying with any such  direction.
With respect to each series of Debt Securities, no holder will have any right to
pursue  any remedy with respect to the  Indenture or the Debt Securities, unless
(i) such holder  shall have  previously given the  Trustee written  notice of  a
continuing  Event of Default with respect to the Debt Securities of such series;
(ii) the  holders  of  at  least  25%  in  aggregate  principal  amount  of  the
outstanding  Debt Securities of such series shall have made a written request to
the Trustee to pursue such remedy; (iii) such holder or holders have offered  to
the  Trustee reasonable indemnity satisfactory to  the Trustee; (iv) the holders
of a majority in aggregate principal  amount of the outstanding Debt  Securities
of  such series have  not given the  Trustee a direction  inconsistent with such
request within 60 days after receipt of such request; and (v) the Trustee  shall
have failed to comply with the request within such 60-day period.

    Notwithstanding  the foregoing, the right of any holder of any Debt Security
or coupon to receive payment of the principal of and interest in respect of such
Debt Security or  payment of  such coupon  on the  date specified  in such  Debt
Security  or coupon representing such installment  of interest as the fixed date
on which  an  amount  equal  to  the principal  of  such  Debt  Security  or  an
installment  of principal  thereof or interest  thereon is due  and payable (the
"Stated  Maturity"  or  "Stated  Maturities")  or  to  institute  suit  for  the
enforcement  of any  such payments shall  not be impaired  or adversely affected
without such holder's consent. The holders  of at least a majority in  aggregate
principal  amount of the outstanding Debt Securities  of any series may waive an
existing Default with respect  to such series and  its consequences, other  than
(i)  any Default in  any payment of the  principal of, or  interest on, any Debt
Security of such series or (ii) any  Default in respect of certain covenants  or
provisions in the Indenture which may not be modified without the consent of the
holder of each outstanding Debt Security of such series affected as described in
"Modification and Waiver," below.

    Each Indenture provides that the Company shall deliver to the Trustee within
120  days after the end  of each fiscal year of  the Company (beginning with the
fiscal year ending September 30, 1996) an officers' certificate stating  whether
or not the signers know of any Default that occurred during such period.

MODIFICATION AND WAIVER

    New  Disney, Disney  and the  Trustee may  execute a  supplemental indenture
without the consent of the holders of the Debt Securities or any related coupons
(i) to add to the covenants, agreements and obligations of New Disney or  Disney
for  the benefit of the holders of all the Debt Securities of any series and any
related Debt Guarantees  or to  surrender any right  or power  conferred in  the
Indenture  upon New Disney or Disney; (ii) to evidence the succession of another
corporation to New Disney  and the assumption  by it of  the obligations of  New
Disney under the Indenture and the Debt Securities or to evidence the succession
of  another corporation to  Disney and the  assumption by it  of the obligations

                                       27
<PAGE>
of Disney under  the Indenture and  the Debt Guarantees;  (iii) to provide  that
bearer securities may be registrable as to principal, to change or eliminate any
restrictions  (including restrictions relating to  payment in the United States)
on the payment of  principal of or  interest, if any,  on bearer securities,  to
permit  bearer securities to be issued in exchange for registered securities, to
permit bearer securities to be issued in exchange for bearer securities of other
authorized denominations  or  to  permit  the issuance  of  Debt  Securities  in
uncertificated  form; (iv) to establish the form  or terms of Debt Securities of
any series  and any  related Debt  Guarantees  or coupons  as permitted  by  the
Indenture;  (v) to provide for the acceptance of appointment under the Indenture
of a successor Trustee with respect to the Debt Securities of one or more series
and to add to or change any provisions of the Indenture as shall be necessary to
provide for or  facilitate the  administration of the  trusts by  more than  one
Trustee;  (vi) to cure any ambiguity, defect  or inconsistency; (vii) to add to,
change or eliminate any  provisions (which addition,  change or elimination  may
apply  to  one  or more  series  of  Debt Securities),  PROVIDED  that  any such
addition, change or elimination neither (a) applies to any Debt Security of  any
series  created prior  to the  execution of  such supplemental  indenture and is
entitled to the benefit  of such provision  nor (b) modifies  the rights of  the
holder  of any  such Debt  Security with  respect to  such provision;  (viii) to
secure the Debt  Securities; or  (ix) to  make any  other change  that does  not
adversely affect the rights of any Securityholder.

    Each  Indenture provides that, with  the consent of the  holders of not less
than a majority in aggregate principal amount of the outstanding Debt Securities
of the series affected  by such supplemental indenture,  New Disney, Disney  and
the  Trustee may also execute a supplemental  indenture to add provisions to, or
change in any manner or eliminate any provisions of, the Indenture with  respect
to  such series  of Debt Securities  or modify in  any manner the  rights of the
holders of the Debt Securities of such series and any related coupons under such
Indenture; PROVIDED  that  no  such supplemental  indenture  will,  without  the
consent  of the holder  of each such outstanding  Debt Security affected thereby
(i) change  the stated  maturity of  the  principal of,  or any  installment  of
principal  or interest on,  any such Debt  Security or any  premium payable upon
redemption thereof, or reduce the amount of principal of any Debt Security  that
is  a Discount Security  and that would  be due and  payable upon declaration of
acceleration of maturity thereof;  (ii) reduce the principal  amount of, or  the
rate  of interest on, any such Debt Security; (iii) change the place or currency
of payment of principal  or interest, if  any, on any  such Debt Security;  (iv)
impair the right to institute suit for the enforcement of any payment on or with
respect  to any  such Debt Security;  (v) reduce the  above-stated percentage of
holders of  Debt Securities  of any  series necessary  to modify  or amend  such
Indenture;  (vi) modify the  foregoing requirements or  reduce the percentage in
principal amount of outstanding Debt Securities of any series necessary to waive
any covenant or past  default; (vii) make  any change in the  terms of any  Debt
Guaranty with respect to the Debt Securities of any series in any manner adverse
to the rights of the holders of Debt Securities of such series; or (viii) in the
case of Senior Subordinated or Subordinated Debt Securities, amend or modify any
of  the  provisions of  such  Indenture relating  to  subordination of  the Debt
Securities in any manner adverse to the holders of such Debt Securities. Holders
of not  less  than  a majority  in  principal  amount of  the  outstanding  Debt
Securities  of  any  series  may  waive  certain  past  Defaults  and  may waive
compliance by New  Disney with  certain of the  restrictive covenants  described
above with respect to the Debt Securities of such series.

DISCHARGE AND DEFEASANCE

    Unless  otherwise  indicated in  an  applicable Prospectus  Supplement, each
Indenture provides  that  New  Disney  may  satisfy  and  discharge  obligations
thereunder  with respect to the  Debt Securities of any  series by delivering to
the Trustee for cancellation all outstanding  Debt Securities of such series  or
depositing  with the Trustee, after such outstanding Debt Securities have become
due and  payable,  cash  sufficient  to  pay  at  Stated  Maturity  all  of  the
outstanding  Debt Securities  of such series  and paying all  other sums payable
under the Indenture with respect to such series.

    In  addition,  unless  otherwise  indicated  in  an  applicable   Prospectus
Supplement,  each Indenture  provides that: New  Disney and Disney  (a) shall be
discharged from its obligations in respect of the

                                       28
<PAGE>
Debt Securities of such series ("defeasance and discharge"), or (b) may cease to
comply with  certain  restrictive covenants  ("covenant  defeasance")  including
those  described under "Mergers and Sales of Assets" and any such omission shall
not be an Event of Default with  respect to the Debt Securities of such  series,
in  each case at  any time prior  to the Stated  Maturity or redemption thereof,
when New  Disney has  irrevocably  deposited with  the  Trustee, in  trust,  (i)
sufficient  funds in the currency or currency  unit in which the Debt Securities
are denominated to pay the  principal of (and premium,  if any) and interest  to
Stated  Maturity (or redemption) on, the Debt Securities of such series, or (ii)
such amount  of direct  obligations of,  or obligations  the principal  of  (and
premium,  if any) and interest on which  are fully guaranteed by, the government
which issued the  currency in  which the  Debt Securities  are denominated,  and
which  are not subject to prepayment, redemption or call, as will, together with
the predetermined and certain income to accrue thereon without consideration  of
any  reinvestment thereof, be sufficient  to pay when due  the principal of (and
premium, if any) and  interest to Stated Maturity  (or redemption) on, the  Debt
Securities of such series. Such defeasance and discharge and covenant defeasance
are conditioned upon, among other things, New Disney's delivery of an opinion of
counsel  that  the  holders of  the  Debt  Securities of  such  series  will not
recognize income, gain or loss for United States Federal income tax purposes  as
a result of such defeasance, and will be subject to tax in the same manner as if
no  defeasance and  discharge or  covenant defeasance, as  the case  may be, had
occurred. Upon such defeasance and discharge, the holders of the Debt Securities
of such series shall  no longer be  entitled to the  benefits of the  Indenture,
except  for the purposes  of registration of  transfer and exchange  of the Debt
Securities of such  series and  replacement of  lost, stolen  or mutilated  Debt
Securities  and  shall look  only  to such  deposited  funds or  obligations for
payment.

THE TRUSTEES

   
    The Senior Debt Securities Trustee is  a national banking association, is  a
participating  lender  under various  credit  arrangements with  Disney  and its
subsidiaries and  is  also  the  fiscal  agent  with  respect  to  certain  debt
securities of Disney. The Senior Debt Securities Trustee is also an affiliate of
the  administrative  agent  under  New Disney's  credit  agreements.  The Senior
Subordinated Debt  Securities  Trustee  and  the  Subordinated  Debt  Securities
Trustee will be named in the applicable Prospectus Supplement. Each Trustee will
be permitted to engage in other transactions with Disney, New Disney and each of
their  subsidiaries; HOWEVER, if the  Trustee acquires any conflicting interest,
it must eliminate such conflict or resign.
    

                         DESCRIPTION OF PREFERRED STOCK

    New Disney may issue,  from time to  time, shares of one  or more series  or
classes  of  Preferred Stock.  The  obligation of  New  Disney to  make dividend
payments and payments upon liquidation  or redemption with respect to  Preferred
Stock issued prior to the consummation of the Acquisition will be guaranteed, to
the  extent set  forth herein  and in  any applicable  Prospectus Supplement, by
Disney,  which  guarantee  will  be  released  upon  the  consummation  of   the
Acquisition. See "Guarantees of Preferred Stock."

    The following description sets forth certain general terms and provisions of
the  Preferred  Stock  to  which  any  Prospectus  Supplement  may  relate.  The
particular terms of any  series of Preferred  Stock and the  extent, if any,  to
which  such general  provisions may  apply to the  series of  Preferred Stock so
offered will  be  described  in  the  Prospectus  Supplement  relating  to  such
Preferred  Stock. The following  summary of certain  provisions of the Preferred
Stock do not purport to be complete and  is subject to, and is qualified in  its
entirety  by  express  reference to,  the  provisions of  New  Disney's Restated
Certificate of Incorporation (the "New Disney Certificate of Incorporation") and
the Certificate of Designation  relating to a specific  series of the  Preferred
Stock  (the "Certificate of Designation"), which will be in the form filed as an
exhibit to, or incorporated by reference in, the Registration Statement of which
this Prospectus is a part at or prior to the time of issuance of such series  of
Preferred Stock.

                                       29
<PAGE>
    Under  the  New  Disney Certificate  of  Incorporation, New  Disney  has the
authority to issue 100,000,000 shares of Preferred Stock. The Board of Directors
of New Disney is authorized to issue  shares of Preferred Stock, in one or  more
series  or  classes, and  to fix  for each  such series  voting powers  and such
preferences and relative,  participating, optional or  other special rights  and
such  qualifications,  limitations  or  restrictions  as  are  permitted  by the
Delaware General Corporation Law.

    The Board of Directors  of New Disney shall  be authorized to determine  for
each  series of Preferred  Stock, and the Prospectus  Supplement shall set forth
with respect to such series: (i) the  designation of such shares and the  number
of  shares that constitute such series, (ii) the dividend rate (or the method of
calculation thereof), if any, on the shares  of such series and the priority  as
to payment of dividends with respect to other classes or series of capital stock
of  New  Disney,  (iii)  the  dividend periods  (or  the  method  of calculation
thereof), (iv) the voting rights of  the shares, (v) the liquidation  preference
and  the priority as to  payment of such liquidation  preference with respect to
other classes or series of capital stock  of New Disney and any other rights  of
the shares of such series upon any liquidation or winding-up of New Disney, (vi)
whether  or not and on what  terms the shares of such  series will be subject to
redemption or repurchase at the option of New Disney, (vii) whether and on  what
terms  the shares of  such series will  be convertible into  or exchangeable for
other debt or equity securities,  (viii) whether depositary shares  representing
shares  of  such series  of  Preferred Stock  will be  offered  and, if  so, the
fraction of  a share  of such  series  of Preferred  Stock represented  by  each
depositary  share (see "Description  of Depositary Shares"  below), (ix) whether
the shares of  such series of  Preferred Stock  will be listed  on a  securities
exchange,  (x)  any  special  United States  Federal  income  tax considerations
applicable to such  series, and  (xi) the other  rights and  privileges and  any
qualifications, limitations or restrictions of such rights or privileges of such
series.

DIVIDENDS

    Holders  of shares of Preferred Stock shall be entitled to receive, when and
as declared by the Board of Directors of  New Disney out of funds of New  Disney
legally available therefor, an annual cash dividend payable at such dates and at
such  rates,  if  any,  per share  per  annum  as set  forth  in  the applicable
Prospectus Supplement.

    Unless otherwise set  forth in  the applicable  Prospectus Supplement,  each
series  of Preferred  Stock will  rank junior as  to dividends  to any Preferred
Stock that may be issued in the future that is expressly senior as to  dividends
to  the Preferred  Stock. If at  any time New  Disney has failed  to pay accrued
dividends on any such senior shares at the time such dividends are payable,  New
Disney  may not pay any  dividend on the Preferred  Stock or redeem or otherwise
repurchase shares of Preferred Stock until such accumulated but unpaid dividends
on such senior shares  have been paid or  set aside for payment  in full by  New
Disney.

    Unless  otherwise  set forth  in  the applicable  Prospectus  Supplement, no
dividends (other than in common stock  or other capital stock ranking junior  to
the Preferred Stock of any series as to dividends and upon liquidation) shall be
declared  or paid or set aside for  payment, nor shall any other distribution be
declared or made upon the common stock, or any other capital stock of New Disney
ranking junior to or on a parity with  the Preferred Stock of such series as  to
dividends,  nor shall any common stock or  any other capital stock of New Disney
ranking junior to or on a parity with  the Preferred Stock of such series as  to
dividends be redeemed, purchased or otherwise acquired for any consideration (or
any moneys be paid to or made available for a sinking fund for the redemption of
any  shares  of any  such stock)  by New  Disney (except  by conversion  into or
exchange for other capital stock of  New Disney ranking junior to the  Preferred
Stock  of such series  as to dividends)  unless (i) if  such series of Preferred
Stock has  a cumulative  dividend, full  cumulative dividends  on the  Preferred
Stock  of such series  have been or  contemporaneously are declared  and paid or
declared and a sum  sufficient for the  payment thereof set  apart for all  past
dividend periods and the then current dividend period and (ii) if such series of
Preferred  Stock  does not  have a  cumulative dividend,  full dividends  on the
Preferred Stock of such series have  been or contemporaneously are declared  and
paid  or declared  and a sum  sufficient for  the payment thereof  set apart for
payment for the then current dividend period;

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<PAGE>
provided, however, that  any monies  theretofore deposited in  any sinking  fund
with  respect to any preferred  stock in compliance with  the provisions of such
sinking fund may  thereafter be applied  to the purchase  or redemption of  such
preferred stock in accordance with the terms of such sinking fund, regardless of
whether at the time of such application full cumulative dividends upon shares of
the  Preferred Stock  outstanding on the  last dividend payment  date shall have
been paid or declared and set apart for payment; and provided, further, that any
such junior or parity preferred stock or  common stock may be converted into  or
exchanged  for stock of New  Disney ranking junior to  the Preferred Stock as to
dividends.

    The amount  of dividends  payable for  the initial  dividend period  or  any
period  shorter than a full dividend period shall  be computed on the basis of a
360-day year of twelve 30-day months. Accrued but unpaid dividends will not bear
interest.

CONVERTIBILITY

    No series of Preferred Stock will be convertible into, or exchangeable  for,
other  securities or property  except as set forth  in the applicable Prospectus
Supplement.

REDEMPTION AND SINKING FUND

    No series of Preferred Stock will be redeemable or receive the benefit of  a
sinking fund except as set forth in the applicable Prospectus Supplement.

LIQUIDATION RIGHTS

    Unless  otherwise set forth in the  applicable Prospectus Supplement, in the
event of any liquidation, dissolution or  winding up of New Disney, the  holders
of  shares of  each series  of Preferred  Stock are  entitled to  receive out of
assets of  New Disney  available for  distribution to  stockholders, before  any
distribution  of assets is made to holders of: (i) any other shares of preferred
stock ranking  junior  to such  series  of Preferred  Stock  as to  rights  upon
liquidation,  dissolution  or  winding  up; and  (ii)  shares  of  common stock,
liquidating distributions per share in the amount of the liquidation  preference
specified  in the applicable Prospectus Supplement  for such series of Preferred
Stock plus any dividends accrued and accumulated but unpaid to the date of final
distribution; but the  holders of  each series of  Preferred Stock  will not  be
entitled  to receive  the liquidating distribution  of, plus  such dividends on,
such shares  until the  liquidation preference  of any  shares of  New  Disney's
capital  stock ranking senior  to such series  of the Preferred  Stock as to the
rights upon liquidation, dissolution  or winding up shall  have been paid (or  a
sum  set aside therefor sufficient to provide  for payment) in full. If upon any
liquidation, dissolution or winding up of  New Disney, the amounts payable  with
respect  to the Preferred Stock, and any other Preferred Stock ranking as to any
such distribution on a parity with the Preferred Stock are not paid in full, the
holders of the preferred stock and such other parity preferred stock will  share
ratably  in any such distribution of assets in proportion to the full respective
preferential amount to which they are entitled. Unless otherwise specified in  a
Prospectus Supplement for a series of Preferred Stock, after payment of the full
amount  of the liquidating distribution to  which they are entitled, the holders
of shares of Preferred Stock will  not be entitled to any further  participation
in  any distribution of assets by New  Disney. Neither a consolidation or merger
of New  Disney  with another  corporation  nor a  sale  of securities  shall  be
considered a liquidation, dissolution or winding up of New Disney.

VOTING RIGHTS

    Holders  of Preferred  Stock will  not have any  voting right  except as set
forth below or in the applicable Prospectus Supplement or as otherwise from time
to time  required  by  law.  Whenever dividends  on  any  applicable  series  of
Preferred  Stock or any other class or series  of stock ranking on a parity with
the applicable  series  of  Preferred  Stock with  respect  to  the  payment  of
dividends  shall  be in  arrears for  the equivalent  of six  quarterly dividend
periods, whether or  not consecutive, the  holders of shares  of such series  of
Preferred Stock (voting separately as a class with all other series of Preferred
Stock  then entitled  to such voting  rights) will  be entitled to  vote for the
election of two of the authorized number of directors of New Disney at the  next
annual meeting of stockholders and at each

                                       31
<PAGE>
subsequent  meeting until all dividends accumulated  on such series of Preferred
Stock shall have been fully paid or set apart for payment. The term of office of
all directors elected  by the holders  of such Preferred  Stock shall  terminate
immediately  upon the termination of the right  of the holders of such Preferred
Stock to  vote for  directors.  Unless otherwise  set  forth in  the  applicable
Prospectus  Supplement, holders of shares of  Preferred Stock will have one vote
for each share held.

    So long as any shares of  any series of Preferred Stock remain  outstanding,
New  Disney shall not, without the consent  of holders of at least two-thirds of
the shares of  such series of  Preferred Stock outstanding  at the time,  voting
separately  as a class  with all other  series of Preferred  Stock of New Disney
upon which like voting rights have been conferred and are exercisable, (i) issue
or increase the authorized amount of any class or series of stock ranking  prior
to  the outstanding Preferred Stock as to  dividends or upon liquidation or (ii)
amend,  alter  or  repeal  the   provisions  of  New  Disney's  Certificate   of
Incorporation  or of the resolutions contained in the Certificate of Designation
relating to such series of Preferred Stock, whether by merger, consolidation  or
otherwise, so as to materially adversely affect any power, preference or special
right  of  such series  of  Preferred Stock  or  the holders  thereof; PROVIDED,
HOWEVER, that  any increase  in the  amount of  the authorized  common stock  or
authorized  preferred stock or any increase or  decrease in the number of shares
of any series of preferred stock or the creation and issuance of other series of
common stock or preferred stock ranking on a parity with or junior to  Preferred
Stock  as to dividends and upon liquidation, dissolution or winding up shall not
be deemed to  materially adversely  affect such powers,  preferences or  special
rights.

GUARANTEES OF PREFERRED STOCK

    Under  the terms  of a  guarantee to  be issued  by Disney  in favor  of the
holders of Preferred Stock, and subject to the provisions thereof, prior to  the
consummation of the Acquisition, Disney will, and subsequent to the consummation
of  the Acquisition, Disney may, at its option, unconditionally guarantee to the
holders from time to time of specified series or classes of Preferred Stock  the
full  and prompt payment  of dividend payments and  payments upon liquidation or
redemption  or  otherwise.  Any  such  guarantees  (each,  a  "Preferred   Stock
Guarantee")  will  be  unsecured  obligations  of  Disney.  The  Preferred Stock
Guarantees may be subordinated to  other indebtedness and obligations of  Disney
to  the  extent  set  forth  in  the  applicable  Prospectus  Supplement. Unless
otherwise stated in the applicable  Prospectus Supplement, upon consummation  of
the  Acquisition, without any action by Disney, New Disney, or any other person,
all obligations of Disney under any Preferred Stock Guarantees will terminate.

    If a  Preferred Stock  Guarantee is  applicable to  Preferred Stock  offered
hereby,  reference is made to  the applicable accompanying Prospectus Supplement
for a description of  the specific terms of  such Preferred Stock Guarantee  and
covenants, if any, of Disney.

MISCELLANEOUS

    The holders of Preferred Stock will have no preemptive rights. The Preferred
Stock,  upon issuance against full payment  of the purchase price therefor, will
be fully paid and nonassessable. Shares of Preferred Stock redeemed or otherwise
reacquired by New  Disney shall  resume the  status of  authorized and  unissued
shares  of Preferred Stock undesignated as to series, and shall be available for
subsequent issuance. There are  no restrictions on  repurchase or redemption  of
the  Preferred Stock while  there is any arrearage  on sinking fund installments
except as may be  set forth in an  applicable Prospectus Supplement. Payment  of
dividends on any series of Preferred Stock may be restricted by loan agreements,
indentures  and other transactions entered into  by New Disney. The accompanying
Prospectus Supplement  will describe  any material  contractual restrictions  on
dividend payments.

NO OTHER RIGHTS

    The  shares of a  series of Preferred  Stock will not  have any preferences,
voting powers  or  relative, participating,  optional  or other  special  rights
except  as  set forth  above  or in  the  applicable Prospectus  Supplement, the
Certificate of Incorporation or the applicable Certificate of Designation or  as
otherwise required by law.

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<PAGE>
TRANSFER AGENT AND REGISTRAR

    The  transfer agent and registrar for each series of Preferred Stock will be
designated in the applicable Prospectus Supplement.

                        DESCRIPTION OF DEPOSITARY SHARES

GENERAL

    New Disney  may, at  its option,  elect to  offer fractional  shares of  the
Preferred  Stock of a series, rather than  full shares of the Preferred Stock of
such series.  In the  event such  option  is exercised,  New Disney  will  issue
receipts  for Depositary Shares, each of which  will represent a fraction (to be
set forth  in the  Prospectus  Supplement relating  to  a particular  series  of
Preferred  Stock)  of a  share  of a  particular  series of  Preferred  Stock as
described below.

    The shares of any series of Preferred Stock represented by Depositary Shares
will be deposited under a Deposit Agreement (the "Deposit Agreement") among  New
Disney,  a depositary to  be named in the  applicable Prospectus Supplement (the
"Preferred Stock Depositary"), and the holders  from time to time of  depositary
receipts  issued thereunder. Subject to the terms of the Deposit Agreement, each
holder of a Depositary Share will  be entitled, in proportion to the  applicable
fraction  of a share of Preferred Stock represented by such Depositary Share, to
all the  rights  and preferences  of  the Preferred  Stock  represented  thereby
(including dividend, voting, redemption, subscription and liquidation rights).

    The  Depositary  Shares  will  be evidenced  by  depositary  receipts issued
pursuant to the Deposit  Agreement ("Depositary Receipts"). Depositary  Receipts
will  be distributed  to those persons  purchasing the fractional  shares of the
related series of Preferred Stock.

    The following description sets forth certain general terms and provisions of
the Depositary  Shares  to  which  any Prospectus  Supplement  may  relate.  The
particular terms of the Depositary Shares to which any Prospectus Supplement may
relate and the extent, if any, to which such general provisions may apply to the
Depositary  Shares so  offered will  be described  in the  applicable Prospectus
Supplement. The forms of Deposit Agreement  and Depositary Receipt are filed  as
exhibits  to  the  Registration  Statement.  The  following  summary  of certain
provisions of the Depositary Shares and Deposit Agreement does not purport to be
complete and  is  subject  to, and  is  qualified  in its  entirety  by  express
reference  to,  all  the  provisions of  the  Deposit  Agreement,  including the
definitions therein of certain terms.

    Immediately following the issuance of shares of a series of Preferred  Stock
by  New Disney,  New Disney  will deposit such  shares with  the Preferred Stock
Depositary, which will  then issue and  deliver the Depositary  Receipts to  the
purchasers  thereof. Depositary  Receipts will  only be  issued evidencing whole
Depositary Shares.  A  Depositary  Receipt  may evidence  any  number  of  whole
Depositary Shares.

    Pending  the  preparation of  definitive  engraved Depositary  Receipts, the
Preferred Stock Depositary  may, upon  the written  order of  New Disney,  issue
temporary  Depositary  Receipts substantially  identical  to (and  entitling the
holders thereof  to all  the  rights pertaining  to) the  definitive  Depositary
Receipts  but not  in definitive  form. Definitive  Depositary Receipts  will be
prepared thereafter without  unreasonable delay, and  such temporary  Depositary
Receipts will be exchangeable for definitive Depositary Receipts at New Disney's
expense.

DIVIDENDS AND OTHER DISTRIBUTIONS

    The  Preferred Stock Depositary will distribute  all cash dividends or other
cash distributions received in respect of the related series of Preferred  Stock
to  the record holders of Depositary Shares relating to such series of Preferred
Stock in  proportion to  the number  of  such Depositary  Shares owned  by  such
holders.

    In  the event  of a  distribution other  than in  cash, the  Preferred Stock
Depositary will distribute  property received  by it  to the  record holders  of
Depositary Shares entitled thereto in proportion to the

                                       33
<PAGE>
number  of Depositary Shares  owned by such holders,  unless the Preferred Stock
Depositary determines  that such  distribution  cannot be  made  proportionately
among  such holders or  that it is  not feasible to  make such distributions, in
which case the Preferred Stock Depositary may, with the approval of New  Disney,
adopt  such method  as it  deems equitable  and practicable  for the  purpose of
effecting such distribution, including the sale  (at public or private sale)  of
the  securities or property thus received, or any part thereof, at such place or
places and upon such terms as it may deem proper.

    The amount distributed in any of the foregoing cases will be reduced by  any
amounts  required to be withheld by New Disney or the Preferred Stock Depositary
on account of taxes or other governmental charges.

REDEMPTION OF DEPOSITARY SHARES

    If a  series of  the Preferred  Stock underlying  the Depositary  Shares  is
subject  to redemption, the Depositary Shares will be redeemed from the proceeds
received by the  Preferred Stock  Depositary resulting from  any redemption,  in
whole  or in part, of  such series of the Preferred  Stock held by the Preferred
Stock Depositary. The redemption price per Depositary Share will be equal to the
applicable fraction of the  redemption price per share  payable with respect  to
such  series of the Preferred Stock. If New Disney redeems shares of a series of
Preferred Stock  held by  the Preferred  Stock Depositary,  the Preferred  Stock
Depositary  will redeem as of the same  redemption date the number of Depositary
Shares representing the shares of Preferred Stock so redeemed. If less than  all
the  Depositary Shares are to be redeemed,  the Depositary Shares to be redeemed
will be selected  by lot or  substantially equivalent method  determined by  the
Preferred Stock Depositary.

    After  the date  fixed for redemption,  the Depositary Shares  so called for
redemption will no  longer be deemed  to be  outstanding and all  rights of  the
holders  of the Depositary  Shares will cease,  except the right  to receive the
moneys payable upon such redemption and any money or other property to which the
holders of  such Depositary  Shares  were entitled  upon such  redemption,  upon
surrender   to  the  Preferred  Stock  Depositary  of  the  Depositary  Receipts
evidencing such Depositary Shares.  Any funds deposited by  New Disney with  the
Preferred  Stock Depositary for  any Depositary Shares  that the holders thereof
fail to redeem will be returned to New  Disney after a period of two years  from
the date such funds are so deposited.

VOTING THE PREFERRED STOCK

    Upon  receipt of notice of any meeting at which the holders of any series of
the Preferred Stock are  entitled to vote, the  Preferred Stock Depositary  will
mail  the information contained in such notice  of meeting to the record holders
of the Depositary Shares relating to such series of Preferred Stock. Each record
holder of such Depositary Shares on the record date (which will be the same date
as the record date for the related  series of Preferred Stock) will be  entitled
to  instruct the  Preferred Stock  Depositary as to  the exercise  of the voting
rights pertaining  to the  number of  shares of  the series  of Preferred  Stock
represented  by such holder's Depositary  Shares. The Preferred Stock Depositary
will endeavor, insofar as practicable, to vote  or cause to be voted the  number
of  shares  of the  Preferred  Stock represented  by  such Depositary  Shares in
accordance with  such  instructions,  provided the  Preferred  Stock  Depositary
receives  such instructions sufficiently in advance of such meeting to enable it
to so vote or cause  to be voted the shares  of Preferred Stock, and New  Disney
will  agree to take  all reasonable action  that may be  deemed necessary by the
Preferred Stock Depositary in order to enable the Preferred Stock Depositary  to
do  so. The Preferred  Stock Depositary will  abstain from voting  shares of the
Preferred Stock to the extent it does not receive specific instructions from the
holders of Depositary Shares representing such Preferred Stock.

WITHDRAWAL OF STOCK

    Upon surrender of the Depositary Receipts  at the corporate trust office  of
the  Preferred Stock Depositary and upon payment  of the taxes, charges and fees
provided for in  the Deposit  Agreement and subject  to the  terms thereof,  the
holder  of the  Depositary Shares evidenced  thereby is entitled  to delivery at
such office, to or upon his or her  order, of the number of whole shares of  the
related  series of  Preferred Stock  and any  money or  other property,  if any,
represented by such Depositary Shares.

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<PAGE>
Holders of Depositary  Shares will be  entitled to receive  whole shares of  the
related series of Preferred Stock, but holders of such whole shares of Preferred
Stock  will not thereafter be entitled to deposit such shares of Preferred Stock
with the Preferred Stock Depositary or to receive Depositary Shares therefor. If
the Depositary Receipts delivered by the holder evidence a number of  Depositary
Shares  in excess of the number of  Depositary Shares representing the number of
whole shares  of the  related series  of Preferred  Stock to  be withdrawn,  the
Preferred  Stock Depositary will deliver to such holder or upon his or her order
at the  same time  a new  Depositary Receipt  evidencing such  excess number  of
Depositary Shares.

AMENDMENT AND TERMINATION OF THE DEPOSIT AGREEMENT

    The  form of  Depositary Receipt  evidencing the  Depositary Shares  and any
provision of the  Deposit Agreement may  at any time  and from time  to time  be
amended  by agreement  between New  Disney and  the Preferred  Stock Depositary.
However, any  amendment  that materially  adversely  alters the  rights  of  the
holders  of Depositary  Shares will not  be effective unless  such amendment has
been approved by the  holders of at  least a majority  of the Depositary  Shares
then  outstanding.  Every  holder  of  a Depositary  Receipt  at  the  time such
amendment  becomes  effective  will  be  deemed,  by  continuing  to  hold  such
Depositary  Receipt,  to  be  bound  by the  Deposit  Agreement  as  so amended.
Notwithstanding the foregoing, in no event may any amendment impair the right of
any holder of any Depositary Shares,  upon surrender of the Depositary  Receipts
evidencing such Depositary Shares and subject to any conditions specified in the
Deposit  Agreement, to receive  shares of the related  series of Preferred Stock
and any money or other property  represented thereby, except in order to  comply
with  mandatory  provisions  of applicable  law.  The Deposit  Agreement  may be
terminated by New Disney at  any time upon not less  than 60 days prior  written
notice  to the Preferred Stock Depositary, in which  case, on a date that is not
later than 30 days after the date of such notice, the Preferred Stock Depositary
shall deliver or make  available for delivery to  holders of Depositary  Shares,
upon  surrender of  the Depositary  Receipts evidencing  such Depositary Shares,
such number of  whole or fractional  shares of the  related series of  Preferred
Stock  as are represented by such Depositary Shares. The Deposit Agreement shall
automatically terminate  after  all  outstanding  Depositary  Shares  have  been
redeemed or there has been a final distribution in respect of the related series
of Preferred Stock in connection with any liquidation, dissolution or winding up
of  New Disney  and such  distribution has  been distributed  to the  holders of
Depositary Shares.

CHARGES OF DEPOSITARY

    New Disney  will pay  all  transfer and  other  taxes and  the  governmental
charges  arising solely from  the existence of  the depositary arrangements. New
Disney will pay the charges of the Preferred Stock Depositary, including charges
in connection with the initial deposit of the related series of Preferred  Stock
and  the initial issuance of the Depositary Shares and all withdrawals of shares
of the related  series of  Preferred Stock,  except that  holders of  Depositary
Shares will pay other transfer and other taxes and governmental charges and such
other charges as are expressly provided in the Deposit Agreement to be for their
accounts.

RESIGNATION AND REMOVAL OF DEPOSITARY

    The  Preferred Stock Depositary may resign at  any time by delivering to New
Disney written notice of its election to do  so, and New Disney may at any  time
remove  the Depositary, any such resignation or  removal to take effect upon the
appointment of a successor Preferred Stock Depositary, which successor Preferred
Stock Depositary must be appointed within  60 days after delivery of the  notice
of  resignation  or removal  and  must be  a bank  or  trust company  having its
principal office in the United States and having a combined capital and  surplus
of at least $50,000,000.

MISCELLANEOUS

    The  Preferred Stock  Depositary will forward  to the  holders of Depositary
Shares all reports and communications from New Disney that are delivered to  the
Preferred  Stock Depositary and which  New Disney is required  to furnish to the
holders of the Preferred Stock.

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<PAGE>
    The Preferred Stock Depositary's corporate  trust office will be  identified
in  the  applicable Prospectus  Supplement. Unless  otherwise  set forth  in the
applicable Prospectus Supplement,  the Preferred  Stock Depositary  will act  as
transfer  agent and registrar for Depositary Receipts  and if shares of a series
of Preferred Stock are  redeemable, the Preferred Stock  Depositary will act  as
redemption agent for the corresponding Depositary Receipts.

                            DESCRIPTION OF WARRANTS

GENERAL

    New Disney may issue, together with other Securities or separately, warrants
for  the purchase  of (i)  Debt Securities  ("Debt Warrants")  or (ii) Preferred
Stock ("Preferred  Stock Warrants"  and, together  with the  Debt Warrants,  the
"Warrants").

    The  Warrants will be issued under  Warrant Agreements (as defined below) to
be entered into between New Disney and a bank or trust company, as warrant agent
(the "Warrant  Agent"),  all  to  be set  forth  in  the  applicable  Prospectus
Supplement  relating to any or all Warrants  in respect of which this Prospectus
is being delivered. Copies  of the form  of agreement for  each Warrant (each  a
"Debt  Securities Warrant Agreement" or  "Preferred Stock Warrant Agreement," as
the case may be, or collectively the "Warrant Agreements"), including the  forms
of  certificates  representing  the  Warrants  ("Debt  Warrant  Certificates" or
"Preferred Stock Warrant Certificates," as the case may be, or collectively, the
"Warrant Certificates")  reflecting  the  provisions  to  be  included  in  such
agreements that will be entered into with respect to the particular offerings of
each  type of  warrant are  filed as exhibits  to the  Registration Statement of
which this Prospectus forms a part.

    The following description sets forth certain general terms and provisions of
the Warrants to which any Prospectus Supplement may relate. The particular terms
of the Warrants to which any Prospectus Supplement may relate and the extent, if
any, to which such general provisions may apply to the Warrants so offered  will
be  described in the applicable Prospectus  Supplement. The following summary of
certain provisions of the Warrants, Warrant Agreements and Warrant  Certificates
does  not purport  to be  complete and is  subject to,  and is  qualified in its
entirety by express reference to, all  the provisions of the Warrant  Agreements
and Warrant Certificates, including the definitions therein of certain terms.

DEBT WARRANTS

    GENERAL.   Reference is made to the applicable Prospectus Supplement for the
terms of Debt Warrants in respect  of which this Prospectus is being  delivered,
the  Debt Securities  Warrant Agreement relating  to such Debt  Warrants and the
Debt  Warrant  Certificates  representing  such  Debt  Warrants,  including  the
following: (i) the designation, aggregate principal amount and terms of the Debt
Securities  purchasable upon exercise  of such Debt  Warrants and the procedures
and conditions  relating  to  the  exercise of  such  Debt  Warrants;  (ii)  the
designation  and  terms of  any  related Debt  Securities  with which  such Debt
Warrants are issued and the number of  such Debt Warrants issued with each  such
Debt Security; (iii) the date, if any, on and after which such Debt Warrants and
the  related Debt Securities will be separately transferable; (iv) the principal
amount of Debt Securities purchasable upon exercise of each Debt Warrant and the
price at which such  principal amount of Debt  Securities may be purchased  upon
such  exercise; (v) the date  on which the right  to exercise such Debt Warrants
shall commence and the date on which such right shall expire; (vi) a  discussion
of  the material United  States Federal income  tax considerations applicable to
the exercise of Debt  Warrants; (vii) whether the  Debt Warrants represented  by
the  Debt Warrant Certificates will be issued in registered or bearer form, and,
if registered,  where  they  may  be transferred  and  registered;  (viii)  call
provisions  of such Debt Warrants, if any; and  (ix) any other terms of the Debt
Warrants.

    Debt  Warrant  Certificates  will  be  exchangeable  for  new  Debt  Warrant
Certificates  of different denominations  and Debt Warrants  may be exercised at
the corporate trust office of the Warrant Agent or any other office indicated in
the  applicable  Prospectus   Supplement.  Prior  to   the  exercise  of   their

                                       36
<PAGE>
Debt  Warrants, holders  of Debt  Warrants will  not have  any of  the rights of
holders of the Debt  Securities purchasable upon such  exercise and will not  be
entitled  to payments of principal of (and premium, if any) or interest, if any,
on the Debt Securities purchasable upon such exercise.

    EXERCISE OF DEBT  WARRANTS.  Each  Debt Warrant will  entitle the holder  to
purchase  for cash  such principal  amount of  Debt Securities  at such exercise
price as shall in each case be set forth in, or be determinable as set forth in,
the applicable  Prospectus  Supplement relating  to  the Debt  Warrants  offered
thereby.  Debt Warrants may  be exercised at any  time up to  5:00 p.m. New York
City time  on  the  expiration  date set  forth  in  the  applicable  Prospectus
Supplement.  After  5:00  p.m.  New  York  City  time  on  the  expiration date,
unexercised Debt Warrants will become void.

    Debt Warrants may  be exercised as  set forth in  the applicable  Prospectus
Supplement  relating to the Debt Warrants. Upon  receipt of payment and the Debt
Warrant Certificate properly completed and duly executed at the corporate  trust
office  of the  Warrant Agent  or any other  office indicated  in the applicable
Prospectus Supplement, New Disney will, as soon as practicable, forward the Debt
Securities purchasable upon such exercise. If less than all of the Debt Warrants
represented by such Debt Warrant Certificate  are exercised, a new Debt  Warrant
Certificate will be issued for the remaining amount of Debt Warrants.

PREFERRED STOCK WARRANTS

    GENERAL.   Reference is made to the applicable Prospectus Supplement for the
terms of Preferred Stock Warrants in  respect of which this Prospectus is  being
delivered,  the  Preferred Stock  Warrant Agreement  relating to  such Preferred
Stock Warrants and  the Preferred Stock  Warrant Certificates representing  such
Preferred Stock Warrants, including the following: (i) the designation and terms
of  the shares  of Preferred Stock  purchasable upon exercise  of such Preferred
Stock Warrants and  the procedures and  conditions relating to  the exercise  of
such  Preferred Stock  Warrants; (ii) the  designation and terms  of any related
shares of Preferred Stock  with which such Preferred  Stock Warrants are  issued
and  the number of such Preferred Stock  Warrants issued with each such share of
Preferred Stock; (iii) the date, if any, on and after which such Preferred Stock
Warrants and the related shares of Preferred Stock will be separately tradeable;
(iv) the offering price of such Preferred Stock Warrants, if any; (v) the number
of shares of Preferred Stock purchasable  upon exercise of such Preferred  Stock
Warrants  and  the initial  price at  which  such shares  may be  purchased upon
exercise; (vi) the  date on  which the right  to exercise  such Preferred  Stock
Warrants  shall commence and the date on  which such right shall expire; (vii) a
discussion of  the  material United  States  Federal income  tax  considerations
applicable  to the exercise of Preferred  Stock Warrants; (viii) call provisions
of such  Preferred Stock  Warrants, if  any; and  (ix) any  other terms  of  the
Preferred Stock Warrants.

    Preferred  Stock Warrant Certificates will be exchangeable for new Preferred
Stock Warrant  Certificates  of  different  denominations  and  Preferred  Stock
Warrants  may be exercised at the corporate trust office of the Warrant Agent or
any other office indicated in the applicable Prospectus Supplement. Prior to the
exercise of their Preferred Stock Warrants, holders of Preferred Stock  Warrants
will  not have any of the rights  of holders of Preferred Stock purchasable upon
such exercise,  and  will  not be  entitled  to  any dividend  payments  on  the
Preferred Stock purchasable upon such exercise.

    EXERCISE  OF STOCK WARRANTS.  Each  Preferred Stock Warrant will entitle the
holder to purchase for  cash such number  of shares of  Preferred Stock at  such
exercise  price as shall in each case be set forth in, or be determinable as set
forth in, the applicable Prospectus  Supplement relating to the Preferred  Stock
Warrants   offered  thereby.  Unless  otherwise   specified  in  the  applicable
Prospectus Supplement, Preferred Stock Warrants may be exercised at any time  up
to  5:00  p.m. New  York  City time  on  the expiration  date  set forth  in the
applicable Prospectus Supplement.  After 5:00  p.m. New  York City  time on  the
expiration date, unexercised Preferred Stock Warrants will become void.

    Preferred  Stock Warrants  may be exercised  as set forth  in the applicable
Prospectus Supplement relating to the Preferred Stock Warrants. Upon receipt  of
payment and the Preferred Stock Warrant

                                       37
<PAGE>
Certificates  properly completed and duly executed at the corporate trust office
of the Warrant Agent or any other office indicated in the applicable  Prospectus
Supplement,  New  Disney will,  as soon  as  practicable, forward  a certificate
representing the  number of  shares  of Preferred  Stock purchasable  upon  such
exercise.  If less than all of the  Preferred Stock Warrants represented by such
Preferred Stock Warrant Certificate are exercised, a new Preferred Stock Warrant
Certificate will be issued for the remaining amount of Preferred Stock Warrants.

                              PLAN OF DISTRIBUTION

    New Disney  may sell  Securities  to one  or  more underwriters  for  public
offering  and  sale by  them or  may  sell Securities  to investors  directly or
through agents or dealers. Any such underwriter, agent or dealer involved in the
offer and  sale of  the Securities  will be  named in  an applicable  Prospectus
Supplement.  Securities offered  pursuant to a  particular Prospectus Supplement
are referred to herein as "Offered Securities."

    Underwriters may offer and sell the  Offered Securities at a fixed price  or
prices,  which may be changed, or from  time to time at market prices prevailing
at the time of sale,  at prices related to such  prevailing market prices or  at
negotiated   prices.  New  Disney  also  may,   from  time  to  time,  authorize
underwriters acting as its agents to offer and sell the Offered Securities  upon
the  terms and conditions set forth  in any Prospectus Supplement. In connection
with the sale of Offered Securities, underwriters may be deemed to have received
compensation  from  New  Disney  in  the  form  of  underwriting  discounts   or
commissions  and  may  also  receive  commissions  from  purchasers  of  Offered
Securities for  whom  they may  act  as  agent. Underwriters  may  sell  Offered
Securities  to or through dealers, and  such dealers may receive compensation in
the form of discounts, concessions  or commissions from the underwriters  and/or
commissions  (which may be  changed from time  to time) from  the purchasers for
whom they may act as agent.

    Any underwriting compensation paid by  New Disney to underwriters or  agents
in  connection  with  the offering  of  Offered Securities,  and  any discounts,
concessions or  commissions allowed  by underwriters  to participating  dealers,
will  be set forth in an applicable Prospectus Supplement. Underwriters, dealers
and agents participating in  the distribution of the  Offered Securities may  be
deemed  to  be underwriters  under  the Securities  Act,  and any  discounts and
commissions received by them and  any profit realized by  them on resale of  the
Offered  Securities may be  deemed to be  underwriting discounts and commissions
under the  Securities Act.  Underwriters, dealers  and agents  may be  entitled,
under  agreements with New  Disney and, under  certain circumstances, Disney, to
indemnification against  and  contribution  toward  certain  civil  liabilities,
including  liabilities, under  the Securities Act,  and to  reimbursement by New
Disney and, under certain circumstances, Disney for certain expenses.

    If a dealer is utilized  in the sale of the  Securities in respect of  which
this  Prospectus  is delivered,  New Disney  will sell  such Securities  to such
dealer, as principal. The dealer may  then resell such Securities to the  public
at varying prices to be determined by such dealer at the time of resale.

    If  so indicated  in an  applicable Prospectus  Supplement, New  Disney will
authorize dealers acting as its agents to solicit offers by certain institutions
to purchase Offered Securities from New Disney at the public offering price  set
forth  in  such Prospectus  Supplement  pursuant to  Delayed  Delivery Contracts
("Contracts") providing for payment and delivery on the date or dates stated  in
such  Prospectus Supplement. Each Contract will be  for an amount not less than,
and the  aggregate  principal amount  of  Offered Securities  sold  pursuant  to
Contracts shall not be less nor more than, the respective amounts stated in such
Prospectus Supplement. Institutions with whom Contracts, when authorized, may be
made  include commercial and savings  banks, insurance companies, pension funds,
investment  companies,  educational  and   charitable  institutions  and   other
institutions,  but will in all  cases be subject to  the approval of New Disney.
Contracts will not be subject  to any conditions except  (i) the purchase by  an
institution  of the Offered Securities covered by its Contracts shall not at the
time of delivery be prohibited under the laws of any jurisdiction in the  United
States to which such

                                       38
<PAGE>
institution  is subject, and  (ii) if the  Offered Securities are  being sold to
underwriters, New  Disney  shall  have  sold  to  such  underwriters  the  total
principal  amount of  the Offered Securities  less the  principal amount thereof
covered by Contracts.  Agents and  underwriters will have  no responsibility  in
respect of the delivery or performance of Contracts.

    The Securities may or may not be listed on a national securities exchange or
a  foreign securities exchange. No assurances can  be given that there will be a
market for any of the Securities.

                                 LEGAL MATTERS

    Certain legal matters with respect to  the legality of the Securities  being
offered  hereby will be passed upon for  New Disney and Disney by Skadden, Arps,
Slate, Meagher & Flom, Los Angeles, California.

                                    EXPERTS

    The consolidated  financial  statements  and  related  schedules  of  Disney
incorporated  in this Prospectus by reference to  the Annual Report on Form 10-K
for the year ended September 30, 1994  have been so incorporated in reliance  on
the  report  of  Price Waterhouse  LLP,  independent accountants,  given  on the
authority of said firm as experts in auditing and accounting.

    The consolidated financial statements and related schedule of Capital Cities
incorporated in this Prospectus by reference to the Capital Cities Annual Report
on Form 10-K for the year ended December  31, 1994 have been audited by Ernst  &
Young  LLP,  independent auditors,  as set  forth in  their reports  therein and
incorporated herein  by reference.  Such consolidated  financial statements  and
schedule  are incorporated  herein by reference  in reliance  upon such reports,
given upon the authority of said firm as experts in auditing and accounting.

                                       39
<PAGE>
                                    PART II
                     INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14.  OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

    All  expenses other than the Securities  and Exchange Commission filing fees
are estimated.

<TABLE>
<S>                                                              <C>
SEC registration fee...........................................  $1,559,207
Accountants' fees and expenses.................................      20,000
Legal fees and expenses........................................      50,000
Blue Sky fees and expenses.....................................      20,000
Printing and engraving expenses................................      75,000
Rating agencies' fees..........................................     750,000
Trustee's and registrar's fees and expenses....................      25,000
Miscellaneous..................................................     250,793
                                                                 ----------
    Total:.....................................................  $2,750,000
                                                                 ----------
                                                                 ----------
</TABLE>

ITEM 15.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

    Section 145 of the Delaware General Corporation Law (the "DGCL") empowers  a
Delaware  corporation to indemnify its directors, officers, employees and agents
under certain circumstances. Disney's Restated Certificate of Incorporation (the
"Disney Certificate") and bylaws and the New Disney Certificate of Incorporation
(together with the Disney Certificate, the "Certificates") and bylaws  (together
with  Disney's bylaws, the "Bylaws") each provide  that Disney or New Disney, as
the case may be, shall indemnify to  the full extent authorized or permitted  by
law (as now or hereafter in effect) any person made, or threatened to be made, a
defendant  or a  witness to  any action,  suit or  proceeding (whether  civil or
criminal or otherwise) by reason of the fact that he, his testator or intestate,
is or was a director or officer of Disney or New Disney, as the case may be,  or
by reason of the fact that such director or officer, at the request of Disney or
New  Disney,  as the  case  may be,  is or  was  serving any  other corporation,
partnership, joint venture, trust, employee benefit plan or other enterprise, in
any capacity. The  Certificates and Bylaws  further provide that  Disney or  New
Disney, as the case may be, may purchase and maintain insurance on behalf of any
person  who is or  was a director, officer,  employee or agent  of Disney or New
Disney, as the  case may  be, or  is serving  at the  request of  Disney or  New
Disney, as the case may be, as a director, officer, employee or agent of another
corporation,  partnership, joint venture, trust,  employee benefit plan or other
enterprise against any liability asserted against him and incurred by him in any
such capacity, or arising out  of his status as such,  whether or not Disney  or
New  Disney, as the case  may be, would have the  power to indemnify him against
such liability under the  provisions of law. In  addition, the Certificates  and
Bylaws provide that Disney or New Disney, as the case may be, may create a trust
fund,  grant a  security interest  and/ or  use other  means (including, without
limitation, letters of  credit, surety  bonds and/or  similar arrangements),  as
well  as enter into  contracts providing for indemnification  to the full extent
authorized or permitted  by law and  including as part  thereof provisions  with
respect to any and all of the foregoing to ensure the payment of such amounts as
may   become  necessary  to  effect  indemnification  as  provided  therein,  or
elsewhere. Moreover, the Certificates further provide that no director of Disney
or New Disney, as the case may be, shall be personally liable to Disney (or  New
Disney,  as the case  may be) or  its stockholders for  monetary damages for any
breach of fiduciary duty as a director, except a director shall be liable to the
extent provided by applicable law (i) for  any breach of the director's duty  of
loyalty  to Disney (or New Disney, as the  case may be) or its stockholder; (ii)
for acts or omissions not in good faith or which involve intentional  misconduct
or a knowing violation of law; (iii) for liability under Section 174 of the DGCL
(involving  certain unlawful  dividends or stock  repurchases); or  (iv) for any
transaction from which the director derived an improper personal benefit.

                                      II-1
<PAGE>
    Each of  Disney  and  New  Disney  maintains  an  officer's  and  director's
liability  insurance policy insuring its  officers and directors against certain
liabilities and  expenses incurred  by them  in their  capacities as  such,  and
insuring  Disney or New Disney, as the case may be, under certain circumstances,
in the event that indemnification payments  are made by Disney to such  officers
and directors.

    Disney  has  entered into  indemnification agreements  (the "Indemnification
Agreements") with  certain  of its  directors  and officers  (individually,  the
"Indemnitee").  The Indemnification Agreements, among  other things, provide for
indemnification to  the fullest  extent permitted  by law  against any  and  all
expenses,  judgments, fines,  penalties and  amounts paid  in settlement  of any
claim. The Indemnification Agreements provide for the prompt advancement of  all
expenses  to the Indemnitee and for reimbursement  to Disney if it is found that
such Indemnitee is not  entitled to such  indemnification under applicable  law.
The  Indemnification Agreements also provide that  after a Change in Control (as
defined in the Indemnification  Agreements) of Disney which  is not approved  by
the Disney Board of Directors, all determinations regarding a right to indemnity
and  the right  to advancement  of expenses shall  be made  by independent legal
counsel selected by the  Indemnitee and approved by  the Board of Directors.  In
addition,  the  event  of a  Potential  Change  In Control  (as  defined  in the
Indemnification Agreements), the  Indemnitee may require  Disney to establish  a
trust  for  his or  her benefit  and to  fund such  trust in  amounts reasonably
anticipated  or  proposed  to  be  paid  to  satisfy  Disney's   indemnification
obligations under the Indemnification Agreements.

    New  Disney expects  to enter  into substantially  identical indemnification
agreements with certain of its directors and officers.

ITEM 16.  EXHIBITS

   
<TABLE>
<CAPTION>
 EXHIBIT
   NO.                                                DESCRIPTION
- ---------  --------------------------------------------------------------------------------------------------
<C>        <S>
    *1.1   Form of Underwriting Agreement between Disney, New  Disney and the Underwriter(s) with respect  to
            Debt Securities.
    *1.2   Form  of Underwriting Agreement between Disney, New  Disney and the Underwriter(s) with respect to
            Preferred Stock.
    *1.3   Form of Distribution Agreement between  Disney, New Disney and the  Agent(s) with respect to  Debt
            Securities.
    *2.1   Amended  and Restated  Agreement and Plan  of Reorganization, dated  as of July  31, 1995, between
            Disney and Capital Cities (incorporated by reference to Exhibit 2.1 to Disney's Current Report on
            Form 8-K, dated October 6, 1995).
    *2.2   Form of Agreement and Plan of Merger, dated as of         , among New Disney, DCA Merger Corp. and
            Disney.
    *4.1   Form of Senior Debt Securities Indenture, dated  as of      , 1995 between New Disney, Disney,  as
            Guarantor, and Citibank, N.A., as Trustee (including form of Debt Guarantee by Disney).
    *4.2   Form  of Senior Subordinated Debt Securities  Indenture, dated as of           , 1995, between New
            Disney, Disney, as Guarantor, and     , as Trustee (including form of Debt Guarantee by Disney).
    *4.3   Form of Subordinated Debt Securities Indenture,  dated as of           , 1995 between New  Disney,
            Disney, as Guarantor, and         , as Trustee (including form of Debt Guarantee by Disney).
    *4.4   Form of Debt Securities Warrant Agreement (including form of Debt Warrant Certificate).
    *4.5   Form of Preferred Stock Warrant Agreement (including Form of Preferred Stock Warrant Certificate).
</TABLE>
    

                                      II-2
<PAGE>
   
<TABLE>
<CAPTION>
 EXHIBIT
   NO.                                                DESCRIPTION
- ---------  --------------------------------------------------------------------------------------------------
<C>        <S>
    *4.6   Form of Deposit Agreement (including form of Depositary Receipts).
   **4.7   Form of Disney guarantee of New Disney Preferred Stock.
    *5.1   Opinion of Skadden, Arps, Slate, Meagher & Flom regarding the Securities.
    12.1   Computation of Ratio of Earnings to Fixed Charges.
    12.2   Computation of Pro Forma Combined Ratio of Earnings to Fixed Charges.
   *23.1   Consent of Skadden, Arps, Slate, Meagher & Flom (included in their opinion filed as Exhibit 5.1).
    23.2   Consent of Independent Accountants (Price Waterhouse LLP).
    23.3   Consent of Independent Auditors (Ernst & Young LLP).
   *24     Powers of Attorney.
   *25.1   Statement  of Eligibility under the Trust Indenture Act of 1939, as amended, of Citibank, N.A., as
            Trustee under the Senior Debt Securities Indenture.
  **25.2   Statement of Eligibility under  the Trust Indenture  Act of 1939,  as amended, of            ,  as
            Trustee under the Senior Subordinated Debt Securities Indenture.
  **25.3   Statement  of Eligibility under  the Trust Indenture  Act of 1939,  as amended, of            , as
            Trustee under the Subordinated Debt Securities Indenture.
    99.1   Consent of Thomas S. Murphy to be named a director of New Disney.
    99.2   Consent of Michael Ovitz to be named a director of New Disney.
</TABLE>
    

- ------------------------
   
 * Previously filed
    
** To be filed by amendment or incorporated by reference from a Current Report
   on Form 8-K

ITEM 17.  UNDERTAKINGS

    (a) The undersigned Registrants each hereby undertake:

        (1) To file, during any period in which offers or sales are being  made,
    a  post-effective amendment  to this  registration statement  to include any
    material information with respect to the plan of distribution not previously
    disclosed in  the registration  statement  or any  material change  to  such
    information in the registration statement;

        (2)  That,  for  the  purpose of  determining  any  liability  under the
    Securities Act  of  1933,  as  amended (the  "Securities  Act"),  each  such
    post-effective  amendment shall be deemed to be a new registration statement
    relating to  the  securities  offered  therein, and  the  offering  of  such
    securities at that time shall be deemed to be the initial BONA FIDE offering
    thereof; and

        (3)  To remove from registration by  means of a post-effective amendment
    any  of  the  securities  being  registered  which  remain  unsold  at   the
    termination of the offering.

    (b)  The undersigned Registrants each hereby undertake that, for purposes of
determining any liability  under the Securities  Act, each filing  of an  annual
report  pursuant  to  Section  13(a)  or  15(d)  of  the  Exchange  Act  that is
incorporated by reference in the registration statement shall be deemed to be  a
new  registration statement relating to the  securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial  BONA
FIDE offering thereof.

    (c)  Insofar as indemnification for liabilities arising under the Securities
Act may  be permitted  to directors,  officers and  controlling persons  of  the
Registrants  pursuant to the foregoing provisions, or otherwise, each Registrant
has been advised that in the  opinion of the Securities and Exchange  Commission
such indemnification is against public policy as expressed in the Securities Act
and  is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other

                                      II-3
<PAGE>
than the payment by  a Registrant of  expenses incurred or  paid by a  director,
officer  or controlling person  of such Registrant in  the successful defense of
any action,  suit  or proceeding)  is  asserted  by such  director,  officer  or
controlling  person  in connection  with the  securities being  registered, such
Registrant will,  unless in  the opinion  of  its counsel  the matter  has  been
settled  by controlling precedent, submit to a court of appropriate jurisdiction
the question whether  such indemnification  by it  is against  public policy  as
expressed  in the Securities Act and will  be governed by the final adjudication
of such issue.

    (d) The undersigned Registrants hereby undertake to file an application  for
the  purpose of determining the eligibility  of trustees to act under subsection
(a) of Section 310 of the Trust  Indenture Act in accordance with the rules  and
regulations  prescribed  by  the  Commission  under  Section  305(b)(2)  of  the
Securities Act.

                                      II-4
<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  of filing on  Form S-3 and  has duly caused  this Amendment to the
Registration Statement to be signed on its behalf by the undersigned, thereunder
duly authorized, in the City of Burbank, State of California, on the 15th day of
November, 1995.
    

                                          THE WALT DISNEY COMPANY

                                          By        /s/ MICHAEL D. EISNER*

                                          --------------------------------------
                                                      Michael D. Eisner
                                                CHAIRMAN AND CHIEF EXECUTIVE
                                                         OFFICER

    Pursuant to the requirements of the  Securities Act of 1933, this  Amendment
to  the Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.

   
<TABLE>
<CAPTION>
                      SIGNATURE                                      TITLE                         DATE
- ------------------------------------------------------  --------------------------------  -----------------------

<C>                                                     <S>                               <C>
                /s/ MICHAEL D. EISNER*
     -------------------------------------------        Chairman of the Board and Chief      November 15, 1995
                 (Michael D. Eisner)                     Executive Officer

              /s/ STEPHEN F. BOLLENBACH*                Senior Executive Vice President
     -------------------------------------------         and Chief Financial Officer and     November 15, 1995
               (Stephen F. Bollenbach)                   a Director

               /s/ SANFORD M. LITVACK*                  Senior Executive Vice President
     -------------------------------------------         and Chief of Corporate              November 15, 1995
                 (Sanford M. Litvack)                    Operations and a Director

                 /s/ JOHN J. GARAND*                    Senior Vice President --
     -------------------------------------------         Planning and Control (Chief         November 15, 1995
                   (John J. Garand)                      Accounting Officer)

                /s/ REVETA F. BOWERS*
     -------------------------------------------        Director                             November 15, 1995
                  (Reveta F. Bowers)

                  /s/ ROY E. DISNEY*
     -------------------------------------------        Director                             November 15, 1995
                   (Roy E. Disney)

                 /s/ STANLEY P. GOLD*
     -------------------------------------------        Director                             November 15, 1995
                  (Stanley P. Gold)
</TABLE>
    

                                      II-5
<PAGE>
   
<TABLE>
<CAPTION>
                      SIGNATURE                                      TITLE                         DATE
- ------------------------------------------------------  --------------------------------  -----------------------

<C>                                                     <S>                               <C>
             /s/ IGNACIO E. LOZANO, JR.*
     -------------------------------------------        Director                             November 15, 1995
               (Ignacio E. Lozano, Jr.)

               /s/ GEORGE J. MITCHELL*
     -------------------------------------------        Director                             November 15, 1995
                 (George J. Mitchell)

                /s/ RICHARD A. NUNIS*
     -------------------------------------------        Director                             November 15, 1995
                  (Richard A. Nunis)

                 /s/ SIDNEY POITIER*
     -------------------------------------------        Director                             November 15, 1995
                   (Sidney Poitier)

                /s/ IRWIN E. RUSSELL*
     -------------------------------------------        Director                             November 15, 1995
                  (Irwin E. Russell)

                /s/ ROBERT A.M. STERN*
     -------------------------------------------        Director                             November 15, 1995
                 (Robert A.M. Stern)

                /s/ E. CARDON WALKER*
     -------------------------------------------        Director                             November 15, 1995
                  (E. Cardon Walker)

                /s/ RAYMOND L. WATSON*
     -------------------------------------------        Director                             November 15, 1995
                 (Raymond L. Watson)

                 /s/ GARY L. WILSON*
     -------------------------------------------        Director                             November 15, 1995
                   (Gary L. Wilson)

           *By:      /s/ DAVID K. THOMPSON
     -------------------------------------------
                  David K. Thompson
                   Attorney-in-fact
</TABLE>
    

                                      II-6
<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  of filing on  Form S-3 and  has duly caused  this Amendment to the
Registration Statement to be signed on its behalf by the undersigned, thereunder
duly authorized, in the City of Burbank, State of California, on the 15th day of
November, 1995.
    

                                          DC HOLDCO, INC.

                                          By       /s/ SANFORD M. LITVACK*

                                             -----------------------------------
                                                     Sanford M. Litvack
                                                          PRESIDENT

    Pursuant to the requirements of the  Securities Act of 1933, this  Amendment
to  the Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.

   
<TABLE>
<CAPTION>
          SIGNATURE                        TITLE                       DATE
  -------------------------  ---------------------------------  ------------------

  <C>                        <S>                                <C>
           /s/ SANFORD M.
          LITVACK*           President and a Director           November 15, 1995
  -------------------------
    (Sanford M. Litvack)

          /s/ STEPHEN F.
         BOLLENBACH*         Senior Executive Vice President    November 15, 1995
  -------------------------   and Chief Financial Officer
   (Stephen F. Bollenbach)

             /s/ JOHN J.     Senior Vice President -- Planning
           GARAND*            and Control (Chief Accounting     November 15, 1995
  -------------------------   Officer)
      (John J. Garand)

            /s/ DAVID K.
          THOMPSON           Director                           November 15, 1995
  -------------------------
     (David K. Thompson)

            /s/ MARSHA L.
            REED*            Director                           November 15, 1995
  -------------------------
      (Marsha L. Reed)

    *By:    /s/ DAVID K.
          THOMPSON
  -------------------------
      David K. Thompson
      Attorney-in-fact
</TABLE>
    

                                      II-7
<PAGE>
                               INDEX TO EXHIBITS

   
<TABLE>
<CAPTION>
 EXHIBIT
   NO.                                                DESCRIPTION                                               PAGE
- ----------  -----------------------------------------------------------------------------------------------     -----
<C>         <S>                                                                                              <C>
     *1.1   Form of Underwriting Agreement between Disney, New Disney and the Underwriter(s) with respect
             to Debt Securities
     *1.2   Form of Underwriting Agreement between Disney, New Disney and the Underwriter(s) with respect
             to Preferred Stock
     *1.3   Form of Distribution Agreement between Disney, New Disney and the Agent(s) with respect to Debt
             Securities
     *2.1   Amended and Restated Agreement and Plan of Reorganization, dated as of July 31, 1995, between
             Disney and Capital Cities (incorporated by reference to Exhibit 2.1 to Disney's Current Report
             on Form 8-K, dated October 6, 1995)...........................................................
     *2.2   Form of Agreement and Plan of Merger, dated as of         , among New Disney, DCA Merger Corp.
             and Disney
     *4.1   Form of Senior Debt Securities Indenture, dated as of     , 1995 between New Disney, Disney, as
             Guarantor, and Citibank, N.A., as Trustee (including form of Debt Guarantee by Disney)
     *4.2   Form of Senior Subordinated Debt Securities Indenture, dated as of         , 1995, between New
             Disney, Disney, as Guarantor, and     , as Trustee (including form of Debt Guarantee by
             Disney)
     *4.3   Form of Subordinated Debt Securities Indenture, dated as of         , 1995 between New Disney,
             Disney, as Guarantor, and         , as Trustee (including form of Debt Guarantee by Disney)
     *4.4   Form of Debt Securities Warrant Agreement (including form of Debt Warrant Certificate)
     *4.5   Form of Preferred Stock Warrant Agreement (including Form of Preferred Stock Warrant
             Certificate)
     *4.6   Form of Deposit Agreement (including form of Depositary Receipts)
    **4.7   Form of Disney guarantee of New Disney Preferred Stock
     *5.1   Opinion of Skadden, Arps, Slate, Meagher & Flom regarding the Securities
     12.1   Computation of Ratio of Earnings to Fixed Charges
     12.2   Computation of Pro Forma Combined Ratio of Earnings to Fixed Charges
    *23.1   Consent of Skadden, Arps, Slate, Meagher & Flom (included in their opinion filed as Exhibit
             5.1)
     23.2   Consent of Independent Accountants (Price Waterhouse LLP)
     23.3   Consent of Independent Auditors (Ernst & Young LLP)
    *24     Powers of Attorney
    *25.1   Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of Citibank, N.A.,
             as Trustee under the Senior Debt Securities Indenture
   **25.2   Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of         , as
             Trustee under the Senior Subordinated Debt Securities Indenture
   **25.3   Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of         , as
             Trustee under the Subordinated Debt Securities Indenture
     99.1   Consent of Thomas S. Murphy to be named a director of New Disney
     99.2   Consent of Michael Ovitz to be named a director of New Disney.
</TABLE>
    

- ------------------------
   
 * Previously filed
    
   
** To be filed by amendment or incorporated by reference from a Current Report
   on Form 8-K
    

<PAGE>
   
                                                                    EXHIBIT 12.1
    

   
                            THE WALT DISNEY COMPANY
                       RATIO OF EARNINGS TO FIXED CHARGES
                    NINE MONTHS ENDED JUNE 30, 1995 AND 1994
                      FIVE YEARS ENDED SEPTEMBER 30, 1994
                          (IN MILLIONS, EXCEPT RATIOS)
    

   
<TABLE>
<CAPTION>
                                                 NINE MONTHS ENDED
                                                      JUNE 30,                          YEAR ENDED SEPTEMBER 30,
                                               ----------------------  ----------------------------------------------------------
                                                  1995        1994        1994        1993        1992        1991        1990
                                               ----------  ----------  ----------  ----------  ----------  ----------  ----------
<S>                                            <C>         <C>         <C>         <C>         <C>         <C>         <C>
EARNINGS
  Income from continuing operations before
   income taxes and cumulative effect of
   accounting changes........................  $  1,712.0  $  1,371.4  $  1,703.1  $  1,074.0  $  1,301.8  $  1,018.5  $  1,324.7
Plus
  Equity in (earnings) loss of Euro Disney...        74.6        52.8       110.4       258.4        66.1       (23.6)     --
  Euro Disney dividends......................                              --             9.5      --          --          --
  Interest expense and amortization of debt
   discounts and premiums on all
   indebtedness..............................       138.0       116.9       119.9       157.7       126.8       105.0        43.1
  Imputed interest on operating leases.......        51.6        41.2        57.2        59.0        49.5        45.4        37.8
                                               ----------  ----------  ----------  ----------  ----------  ----------  ----------
Total Earnings...............................  $  1,976.2  $  1,582.3  $  1,990.6  $  1,558.6  $  1,544.2  $  1,145.3  $  1,405.6
                                               ----------  ----------  ----------  ----------  ----------  ----------  ----------
                                               ----------  ----------  ----------  ----------  ----------  ----------  ----------

FIXED CHARGES
  Interest expense and amortization of debt
   discounts and premiums on all
   indebtedness..............................  $    138.0  $    116.9  $    119.9  $    157.7  $    126.8  $    105.0  $     43.1
  Capitalized interest.......................        29.9        29.3        38.6        19.4        25.3        37.4        47.6
  Imputed interest on operating leases.......        51.6        41.2        57.2        59.0        49.5        45.4        37.8
                                               ----------  ----------  ----------  ----------  ----------  ----------  ----------
Total Fixed Charges..........................  $    219.5  $    187.4  $    215.7  $    236.1  $    201.6  $    187.8  $    128.5
                                               ----------  ----------  ----------  ----------  ----------  ----------  ----------
                                               ----------  ----------  ----------  ----------  ----------  ----------  ----------
RATIO OF EARNINGS TO FIXED CHARGES...........          9x          8x          9x          7x          8x          6x         11x
                                               ----------  ----------  ----------  ----------  ----------  ----------  ----------
                                               ----------  ----------  ----------  ----------  ----------  ----------  ----------
</TABLE>
    

<PAGE>
                                                                    EXHIBIT 12.2

                                DC HOLDCO, INC.
             PRO FORMA COMBINED RATIO OF EARNINGS TO FIXED CHARGES
                        NINE MONTHS ENDED JUNE 30, 1995
                         YEAR ENDED SEPTEMBER 30, 1994
                          (IN MILLIONS, EXCEPT RATIOS)

   
<TABLE>
<CAPTION>
                                                                 SCENARIO 1 (1)                SCENARIO 2 (1)
                                                          ----------------------------  ----------------------------
                                                           NINE MONTHS    YEAR ENDED     NINE MONTHS    YEAR ENDED
                                                              ENDED      SEPTEMBER 30,      ENDED      SEPTEMBER 30,
                                                          JUNE 30, 1995      1994       JUNE 30, 1995      1994
                                                          -------------  -------------  -------------  -------------
<S>                                                       <C>            <C>            <C>            <C>
EARNINGS
  Income from continuing operations before income taxes
   and cumulative effect of accounting changes..........   $   2,063.1    $   1,754.5    $   1,632.7    $   1,180.6
Plus
  Equity in loss of unconsolidated equity investees.....          93.8          132.6           93.8          132.6
  Interest expense and amortization of debt discounts
   and premiums on all indebtedness.....................         569.9          691.2        1,000.3        1,265.1
  Imputed interest on operating leases..................          76.1           88.9           76.1           88.9
                                                          -------------  -------------  -------------  -------------
  Total Earnings........................................   $   2,802.9    $   2,667.2    $   2,802.9    $   2,667.2
                                                          -------------  -------------  -------------  -------------
                                                          -------------  -------------  -------------  -------------

FIXED CHARGES
  Interest expense and amortization of debt discounts
   and premiums on all indebtedness.....................   $     569.9    $     691.2    $   1,000.3    $   1,265.1
  Capitalized interest..................................          32.8           44.2           32.8           44.2
  Imputed interest on operating leases..................          76.1           88.9           76.1           88.9
                                                          -------------  -------------  -------------  -------------
  Total Fixed Charges...................................   $     678.8    $     824.3    $   1,109.2    $   1,398.2
                                                          -------------  -------------  -------------  -------------
                                                          -------------  -------------  -------------  -------------
PRO FORMA COMBINED RATIO OF EARNINGS TO FIXED CHARGES...            4x             3x             3x             2x
                                                          -------------  -------------  -------------  -------------
                                                          -------------  -------------  -------------  -------------
<FN>
- ------------------------
(1)  Upon  consummation of the Capital Cities  Merger, each outstanding share of
     Capital Cities Common  Stock will be  converted into the  right to  receive
     cash,  shares of New Disney Common Stock  or a combination of both cash and
     New Disney Common  Stock. The  exact amount of  cash and/or  shares of  New
     Disney  Common Stock to  be received by each  shareholder of Capital Cities
     pursuant to  the  Capital Cities  Merger  is dependent  upon,  among  other
     things,  (i) the stated  preferences of the  Capital Cities shareholders on
     their Election Forms, (ii)  the proration procedures to  be applied if  the
     Requested  Stock Amount exceeds  the Stock Component  or the Requested Cash
     Amount exceeds the Cash Component, and (iii) the level of the Maximum  Cash
     Amount, including any increase of the Maximum Cash Amount by Disney, in its
     sole  discretion. Accordingly,  two alternative scenarios  of unaudited pro
     forma combined ratios  of earnings  to fixed charges  are presented,  which
     give  effect to the  range of possible  amounts of New  Disney Common Stock
     and/or cash to be received by Capital Cities shareholders upon consummation
     of the Capital Cities  Merger. Scenario 1 assumes  that all Capital  Cities
     shareholders  receive one share of New Disney  Common Stock and $65 in cash
     for each outstanding share of  Capital Cities Common Stock, reflecting  the
     maximum  number of shares of New Disney  Common Stock which could be issued
     in connection with  the Acquisition.  Scenario 2 assumes  that all  Capital
     Cities  shareholders  receive solely  cash  for each  outstanding  share of
     Capital Cities Common Stock, without regard to the Cash Component.
</TABLE>
    

<PAGE>
                                                                    EXHIBIT 23.2

                       CONSENT OF INDEPENDENT ACCOUNTANTS

   
    We  hereby  consent  to the  incorporation  by reference  in  the Prospectus
constituting part of this Registration Statement on Form S-3 of our report dated
November 21, 1994,  appearing on  page 25 of  The Walt  Disney Company's  Annual
Report  on Form 10-K for  the year ended September 30,  1994. We also consent to
the reference to us under the heading "Experts" in such Prospectus.
    

                                          PRICE WATERHOUSE LLP

   
Los Angeles, California
November 9, 1995
    

<PAGE>
                                                                    EXHIBIT 23.3

                        CONSENT OF INDEPENDENT AUDITORS

   
    We  consent to  the reference  to our  firm under  the caption  "Experts" in
Amendment No.  2 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 15, 1995
    

<PAGE>
   
                                                                    EXHIBIT 99.1
    

   
                          CONSENT OF THOMAS S. MURPHY
    

   
    The  undersigned hereby  consents to the  inclusion of his/her  name in this
registration statement as a person to become a director of DC Holdco, Inc.  upon
the  consummation of the mergers  of (i) The Walt  Disney Company and DCA Merger
Corp. and (ii) Capital Cities/ABC, Inc. and DCB Merger Corp.
    

   
                                                   /s/ THOMAS S. MURPHY
    
                                          ______________________________________
   
                                                     Thomas S. Murphy
    

   
November 9, 1995
    

<PAGE>
   
                                                                    EXHIBIT 99.2
    

   
                            CONSENT OF MICHAEL OVITZ
    

   
    The  undersigned hereby  consents to the  inclusion of his/her  name in this
registration statement as a person to become a director of DC Holdco, Inc.  upon
the  consummation of the mergers  of (i) The Walt  Disney Company and DCA Merger
Corp. and (ii) Capital Cities/ABC, Inc. and DCB Merger Corp.
    

   
                                                    /s/ MICHAEL OVITZ
    
                                          ______________________________________
   
                                                      Michael Ovitz
    

   
November 9, 1995
    


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