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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
January 4, 1996
The Walt Disney Company
(Exact name of registrant as specified in its charter)
Delaware
(State or jurisdiction of incorporation)
1-4083 95-0684440
(Commission File Number) (IRS Employer Identification No.)
500 South Buena Vista Street, Burbank, California 91521
(Address of principal executive offices) (Zip Code)
(818) 560-1000
(Registrant's Telephone Number)
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Item 5. Other Events
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At a Special Meeting of Stockholders of The Walt Disney Company (the
"Company") duly held on January 4, 1996 (the "Special Meeting"), holders of
approximately 73% of the outstanding shares of the Company's common stock, par
value $.025 per share (the "Company Common Stock"), approved the acquisition by
the Company of Capital Cities/ABC, Inc. ("CC/ABC") pursuant to an Amended and
Restated Agreement and Plan of Reorganization, dated as of July 31, 1995,
between the Company and CC/ABC. Consummation of the acquisition remains subject
to the receipt of certain approvals from regulatory authorities and the
satisfaction or waiver of customary closing conditions.
In addition, at the Special Meeting, holders of approximately 82% of the
shares of Company Common Stock represented in person or by proxy at the Special
Meeting approved the adoption of the Company's 1995 Stock Incentive Plan and an
amendment to the Company's 1990 Stock Incentive Plan to conform such Plan to the
1995 Stock Incentive Plan.
The press release of the Company, dated January 4, 1996, relating to the
Special Meeting is filed herewith as Exhibit 99 and is incorporated herein by
reference.
Item 7. Financial Statements and Exhibits
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(c) Exhibits.
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99 Press release of the Company dated January 4, 1996.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
THE WALT DISNEY COMPANY
By: /s/ David K. Thompson
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David K. Thompson
Senior Vice President --
Assistant General Counsel
Date: January 5, 1996
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EXHIBIT INDEX
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Number Subject Matter
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99 Press release of the Company dated January 4, 1996.
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Exhibit 99
FOR IMMEDIATE RELEASE
Contact: John Dreyer
(818) 560-5300
THE WALT DISNEY COMPANY'S STOCKHOLDERS
APPROVE ACQUISITION OF CAPITAL CITIES/ABC, INC.
NEW YORK, NY, Jan. 4, 1996 -- The Walt Disney Company (NYSE:DIS)
announced that at a special meeting here today, stockholders approved a plan to
acquire Capital Cities/ABC, Inc.
Holders of approximately 73 percent of the outstanding shares of
Disney stock approved the Amended and Restated Agreement and Plan of
Reorganization dated as of July 31 between The Walt Disney Company and Capital
Cities/ABC, Inc.
Completion of the acquisition is subject to receipt of necessary
approvals from regulatory authorities.
Also, holders of approximately 82 percent of shares of Disney stock
represented in person or by proxy approved the adoption of the 1995 Stock
Incentive Plan and an amendment to the 1990 Stock Incentive Plan to conform the
Plan to the 1995 Stock Incentive Plan.
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