-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, JMGXg360NOWRprQkFoXboqrzh3fSZK8xb7qj+DThIfa1hRZJRAy7rfh6Ah5uexLt NtCYCFE0oA+tPhtbYMrxyw== 0001001039-95-000003.txt : 19960102 0001001039-95-000003.hdr.sgml : 19960102 ACCESSION NUMBER: 0001001039-95-000003 CONFORMED SUBMISSION TYPE: 8-B12B PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19951228 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: DC HOLDCO INC CENTRAL INDEX KEY: 0001001039 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 954545390 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-B12B SEC ACT: 1934 Act SEC FILE NUMBER: 001-11605 FILM NUMBER: 95605504 BUSINESS ADDRESS: STREET 1: 500 SOUTH BUENA VISTA ST CITY: BURBANK STATE: CA ZIP: 91521 BUSINESS PHONE: 8185601000 MAIL ADDRESS: STREET 1: 500 SOUTH BUENA VISTA ST CITY: BURBANK STATE: CA ZIP: 91521 8-B12B 1 FORM 8-B SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Registration of Securities Of Certain Successor Issuers Filed Pursuant to Section 12(b) or (g) of The Securities Exchange Act of 1934 DC Holdco, Inc. (Exact name of registrant as specified in its charter) Delaware 95-4545390 (State or other Jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 500 South Buena Vista Street, Burbank, California 91521 (Address of principal executive offices) (Zip Code) Securities to be registered pursuant to Section 12(b) of the Act: Title of each class Name of each exchange on which to be so registered each class is to be registered Common Stock, $.01 par value New York Stock Exchange Pacific Stock Exchange Preferred Stock Purchase Rights New York Stock Exchange Pacific Stock Exchange Securities to be registered pursuant to Section 12(g) of the Act: None (Title of class) 1 Item 1. General Information. (a)DC Holdco, Inc. was incorporated in the State of Delaware on July 28, 1995. (b)The fiscal year of DC Holdco, Inc. ends on September 30 in each year. Item 2. Transaction of Succession. (a)Predecessor Entities. The Walt Disney Company and Capital Cities/ABC, Inc. (b)Succession Transaction. The description of the succession transaction and the basis upon which the securities are to be issued is incorporated by reference from the Company's Registration Statement on Form S-4 in the section entitled "SUMMARY - The Reorganization Agreement," as filed with the Securities and Exchange Commission on November 13, 1995. Item 3. Securities to be Registered. (a)Common Stock. The Company's Common Stock has a par value of $.01. 1,200,000,000 shares have been authorized and 100 shares have been issued and are outstanding. (b)Preferred Stock Purchase Rights. One right ("Right") will be attached to each share of Common Stock issued at or following the Effective Time (as defined in the Reorganization Agreement) and until the earlier of the Distribution Date (as defined in the Rights Agreement dated as of November 8, 1995, between the Company and the Bank of New York, as Rights Agent) or the date on which the Rights expire or are redeemed. Item 4. Description of Registrant's Securities to be Registered. The description of the securities to be registered hereby is incorporated by reference from the Company's Registration Statement on Form S-4 in the section entitled "Description of New Disney Capital Stock," as filed with the Securities and Exchange Commission on November 13, 1995. 2 Item 5. Financial Statements and Exhibits. (a)Financial Statements. None. (b)Exhibits. 1(a) The Company's Registration Statement on Form S-4, filed with the Securities and Exchange Commission on November 13, 1995, File No. 33-64141 (the "Form S-4"). 1(b) Selected pages from the Form S-4 containing the section entitled "SUMMARY - The Reorganization Agreement" incorporated herein in Item 2 of this Form 8-B. 1(c) Selected pages from the Form S-4 containing the section entitled "Description of New Disney Capital Stock" incorporated herein in Item 4 of this Form 8-B. 2(a) Amended and Restated Plan of Reorganization, dated as of July 31, 1995, among The Walt Disney Company and Capital Cities/ABC, Inc., attached as Appendix A-1 to the Joint Proxy Statement/Prospectus included in the Form S-4, is hereby incorporated by reference. 2(b) Form of Plan and Agreement of Merger among The Walt Disney Company, DCA Merger Corp, and the Registrant, attached as Appendix A-2 to the Joint Proxy Statement/Prospectus included in the Form S-4, is hereby incorporated by reference. 2(c) Form of Plan and Agreement of Merger among Capital Cities/ABC, Inc., DCB Merger Corp. and the Registrant, attached as Appendix A-3 to the Joint Proxy Statement/Prospectus included in the Form S-4, is hereby incorporated by reference. 3(a) Restated Certificate of Incorporation of the Registrant, filed as Exhibit 3.1 to the Form S-4, is hereby incorporated by reference. 3(b) Amended Bylaws of the Registrant, filed as Exhibit 3.2 to the Form S-4, is hereby incorporated by reference. 4(a) Form of Registration Rights Agreement entered into or to be entered into with certain stockholders of the Registrant, filed as Exhibit B to Exhibit 2.1 to The Walt Disney Company's Current Report on Form 8-K dated July 31, 1995, is hereby incorporated by reference. 4(b) Rights Agreement dated as of November 8, 1995 between New Disney and The Bank of New York, as rights agent, filed as Exhibit 4.2 to the Form S-4, is hereby incorporated by reference. 4(c) 364-Day Credit Agreement, dated as of October 31, 1995, among the Registrant, as Borrower, Citicorp USA, Inc., as Administrative Agent, Credit Suisse, as Co-Administrative Agent and the Financial Institutions named therein, filed as Exhibit 4.3 to the Form S-4, is hereby incorporated by reference. 4(d) Five-Year Credit Agreement, dated October 31, 1995, among the Registrant, as Borrower, Citicorp USA, Inc., as Administrative Agent, Credit Suisse, as Co-Administrative Agent and the Financial Institutions named therein, filed as Exhibit 4.4 to the Form S-4, is hereby incorporated by reference. 10(a) (i) Agreement on the Creation and the Operation of Euro Disneyland en France, dated March 25, 1987, and (ii) Letter relating thereto of Michael D. Eisner, Chairman of The Walt Disney Company, dated March 24, 1987, filed as Exhibits 10(b) and 10(a), respectively, to The Walt Disney Company's Current Report on Form 8-K filed April 24, 1987, are hereby incorporated by reference. 3 10(b) Limited Recourse Financing Facility Agreement, dated as of April 27, 1988, among The Walt Disney Company, Citibank Channel Island Limited and Citicorp International, filed as Exhibit 10(a) to The Walt Disney Company's Current Report on Form 8-K filed April 29, 1988, is hereby incorporated by reference. 10(c) (i) Employment Agreement, dated as of January 10, 1989, between The Walt Disney Company and Michael D. Eisner, filed as Exhibit 10(a) to The Walt Disney Company's Quarterly Report on Form 10-Q for the period ended March 31, 1989; (ii) Agreement, dated March 1, 1985, between The Walt Disney Company and Michael D. Eisner, filed as Exhibit 2 to The Walt Disney Company's Quarterly Report on Form 10-Q for the period ended June 30, 1985; and (iii) description of action by the Compensation Committee taken on November 30, 1990, filed as Exhibit 10(c) to The Walt Disney Company's Annual Report on Form 10-K for the year ended September 30, 1990, are hereby incorporated by reference. 10(d) Restricted Stock Agreement, dated May 5, 1995, between The Walt Disney Company and Stephen F. Bollenbach filed as Exhibit 10(d) to The Walt Disney Company's Annual Report on Form 10-K for the year ended September 30, 1995, is hereby incorporated by reference. 10(e) Employment Agreement, dated October 1, 1995, between The Walt Disney Company and Michael S. Ovitz filed as Exhibit 10(e) to The Walt Disney Company's Annual Report on Form 10-K for the year ended September 30, 1995, is hereby incorporated by reference. 10(f) (i) Contract, dated December 14, 1979, with E. Cardon Walker, to purchase a 2% interest in certain motion pictures to be produced by The Walt Disney Company and to acquire an additional 2% profit participation; and (ii) Amendment thereto, dated August 8, 1980, filed as Exhibits 1 and 3, respectively, to The Walt Disney Company's Annual Report on Form 10-K for the year ended September 30, 1980, are hereby incorporated by reference. 10(g) Form of Indemnification Agreement entered into or to be entered into by certain officers and directors of The Walt Disney Company as determined from time to time by the Board of Directors, included as Annex C to the Proxy Statement for The Walt Disney Company's 1988 Annual Meeting of Stockholders, is hereby incorporated by reference. 10(h) 1995 Stock Option Plan for Non-Employee Directors, filed as Exhibit A to the Proxy Statement for The Walt Disney Company's 1995 Annual Meeting of Stockholders, is hereby incorporated by reference. 10(i) (i) 1990 Stock Incentive Plan and Rules, filed as Exhibits 28(a) and 28(b), respectively, to The Walt Disney Company's Registration Statement on Form S-8 (No. 33-39770), dated April 5, 1991, and (ii) Amended and Restated 1990 Stock Incentive Plan and Rules, attached as Appendix B-2 to The Walt Disney Company's Joint Proxy Statement/Prospectus included in the Form S-4, is hereby incorporated by reference. 10(j) 1995 Stock Incentive Plan and Rules, attached as Appendix B-1 to The Walt Disney Company's Joint Proxy Statement/Prospectus included on the Form S-4, is hereby incorporated by reference. 10(k) (i) 1987 Stock Incentive Plan and Rules, (ii) 1984 Stock Incentive Plan and Rules, (iii) 1981 Incentive Plan and Rules and (iv) 1980 Stock Option Plan, all as set forth as Exhibits 1(a), 1(b), 2(a), 2(b), 3(a), 3(b) and 4, respectively, to the Prospectus contained in Part I of The Walt Disney Company's Registration Statement on Form S-8 (No. 33-26106), dated December 20, 1988, are hereby incorporated by reference. 4 10(l) Contingent Stock Award Rules under The Walt Disney Company's 1984 Stock Incentive Plan, filed as Exhibit 10(t) to The Walt Disney Company s Annual Report on Form 10-K for the year ended September 30, 1986, is hereby incorporated by reference. 10(m) 1996 Cash Bonus Performance Plan, filed as Exhibit 10(m) to The Walt Disney Company's Annual Report on Form 10- K for the year ended September 30, 1995, is hereby incorporated by reference. 10(n) Disney Salaried Retirement Plan, as amended through March 1, 1994, filed as Exhibit 10(l) to The Walt Disney Company's Annual Report on Form 10-K for the year ended September 30, 1994, is hereby incorporated by reference. 10(o) The Walt Disney Company and Associated Companies Key Employees Deferred Compensation and Retirement Plan, filed as Exhibit 10(u) to The Walt Disney Company's Annual Report on Form 10-K for the year ended September 30, 1985, is hereby incorporated by reference. 10(p) Group Term Life Insurance Plan (summary plan description), filed as Exhibit 10(x) to The Walt Disney Company's Annual Report on Form 10-K for the year ended September 30, 1985, is hereby incorporated by reference. 10(q) Group Personal Excess Liability Insurance Plan (summary plan description), filed as Exhibit 10(z) to The Walt Disney Company's Annual Report on Form 10-K for the year ended September 30, 1986, is hereby incorporated by reference. 10(r) Family Income Assurance Plan (summary plan description), filed as Exhibit 10(aa) to the Annual Report on Form 10-K for the year ended September 30, 1986, is hereby incorporated by reference. 10(s) Disney Salaried Savings and Investment Plan, as amended and restated, filed as Exhibit 10(s) to The Walt Disney Company's Annual Report on Form 10-K for the year ended September 30, 1995, is hereby incorporated by reference. 10(t) Disney Salaried Savings and Investment Trust Agreement, dated June 30, 1992, filed as Exhibit 10 to The Walt Disney Company's Quarterly Report on Form 10-Q for the period ended June 30, 1992, is hereby incorporated by reference. 10(u) Master Trust Agreement for Employees Savings and Retirement Plans, as amended and restated through June 1, 1990, between The Walt Disney Company and Bankers Trust Company, as Trustee, filed as Exhibit 28(b) to The Walt Disney Company's Registration Statement on Form S-8 (No. 33- 35405), filed June 14, 1990, is hereby incorporated by reference. 10(v) Employee Stock Option Plan of Capital Cities/ABC, Inc., as amended through December 15, 1987, filed as Exhibit 10(f) to Capital Cities/ABC, Inc.'s Annual Report on Form 10- K for the year ended December 31, 1992, is hereby incorporated by reference. 10(w) 1991 Stock Option Plan of Capital Cities/ABC, Inc., as amended through March 19, 1991, filed as Exhibit 10(g) to Capital Cities/ABC, Inc.'s Annual Report on Form 10- K for the year ended December 31, 1992, is hereby incorporated by reference. 21 Subsidiaries of the Registrant is filed herewith. 5 SIGNATURE Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this application for registration (or registration statement) to be signed on its behalf by the undersigned, thereunto duly authorized. DC HOLDCO, INC. (Registrant) By: /s/ David K. Thompson Name: David K. Thompson Title: Senior Vice President - Assistant General Counsel Dated: December 28, 1995 6
Index to Exhibits Page 1(b) Selected pages from the Form S-4 containing the section entitled "SUMMARY" - The Reorganization Agreement" 8 1(c) Selected pages from the Form S-4 containing the section entitled "Description of New Disney Capital Stock" 13 21 Subsidiaries of the Registrant 18
7 EX-1 2 Exhibit 1(b) THE REORGANIZATION AGREEMENT General. The Reorganization Agreement provides, among other things, for: (a) the merger of DCA Merger Corp. with and into Disney pursuant to the Disney Merger Agreement, which will result in Disney, as the surviving corporation of the Disney Merger, becoming a wholly owned subsidiary of New Disney, and (b) the merger of DCB Merger Corp. with and into Capital Cities pursuant to the Capital Cities Merger Agreement, which will result in Capital Cities, as the surviving corporation of the Capital Cities Merger, becoming a wholly owned subsidiary of New Disney. Conversion of Disney Common Stock. Upon consummation of the Disney Merger, each outstanding share of Disney Common Stock will be converted into one share of New Disney Common Stock. Each share of Disney Common Stock which is held in the treasury of Disney ("Disney Treasury Stock") will be canceled and cease to exist. See "THE REORGANIZATION AGREEMENT--Conversion of Disney Common Stock." For a description of the New Disney Common Stock, see "DESCRIPTION OF NEW DISNEY CAPITAL STOCK." For a summary of the principal differences between the rights of holders of New Disney Common Stock and Disney Common Stock, see "COMPARISON OF STOCKHOLDERS' RIGHTS--Comparison of Stockholders' Rights with Respect to New Disney and Disney." AT THE EFFECTIVE TIME, EACH CERTIFICATE REPRESENTING SHARES OF DISNEY COMMON STOCK SHALL, WITHOUT ANY ACTION ON THE PART OF THE HOLDER THEREOF, BE DEEMED TO REPRESENT AN EQUIVALENT NUMBER OF SHARES OF NEW DISNEY COMMON STOCK. HOLDERS OF DISNEY COMMON STOCK SHOULD NOT SEND ANY CERTIFICATES REPRESENTING DISNEY COMMON STOCK WITH THE ENCLOSED PROXY CARD. 8 Consideration to be Received by Capital Cities Shareholders. 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 New Disney Common Stock or a combination of both cash and New Disney Common Stock. See "THE REORGANIZATION AGREEMENT--Capital Cities Merger Consideration." 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 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 NYSE 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 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. See "THE REORGANIZATION AGREEMENT--Capital Cities Merger Consideration" and "THE REORGANIZATION AGREEMENT--Election Procedure." 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 shares of Outstanding Capital Cities Shares minus the aggregate number of shares of Outstanding Capital Cities Shares with respect to which effective Standard Elections have been received by the Exchange Agent. The "Outstanding Capital Cities Shares" consist of the number of 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' 9 rights have been perfected pursuant to Section 623 of the NYBCL ("Dissenting Shares"). The Exchange Agent will be a bank or trust company designated by Disney and reasonably acceptable to Capital Cities. 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. Ability of Disney to Increase the Maximum Cash Amount After the Election Deadline. As described above, the Maximum Cash Amount may be increased in Disney's sole discretion at any time prior to the fifth business day after the Election Deadline. The ability of Disney to increase the Maximum Cash Amount is a factor that shareholders of Capital Cities may wish to consider in making an election decision. As of the date of this Proxy Statement/Prospectus, Disney has made no decisions regarding whether it will increase the Maximum Cash Amount. It is anticipated that such decision will be made following the Election Deadline based upon, among other things, the elections made by Capital Cities shareholders, the Disney Common Stock Price, the impact, if any, on New Disney's credit rating and borrowing costs of an increase in the amount of cash consideration to be paid and interest rates and other conditions prevailing in the financial markets at the time the decision is made. To the extent that the Requested Cash Amount exceeds the Cash Component and Disney increases the Maximum Cash Amount, (i) Capital Cities shareholders making a Cash Election will receive a greater portion of the merger consideration in cash than would otherwise have been received by such shareholders and (ii) the form of merger consideration to be received by Capital Cities shareholders making a Stock Election or a Standard Election will not be affected. If the Maximum Cash Amount is increased, the Prorated Cash Amount will increase and, therefore, the amount of merger consideration to be paid in the form of New Disney Common Stock to shareholders making a Cash Election will be proportionately decreased. If the number of shares of New Disney Common Stock issued in the Capital Cities Merger is less than the number of Outstanding Capital Cities Shares, the percentage of New Disney Common Stock owned by the former shareholders of Capital Cities following the Mergers will decrease relative to the percentage of New Disney Common Stock owned by the former stockholders of Disney following the Mergers. See "THE REORGANIZATION AGREEMENT--Capital Cities Merger Consideration" and "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. Promptly after the Effective Time, a letter of transmittal, an Election Form and a Joint Proxy Statement/Prospectus will be mailed to each person who was a holder of Outstanding Capital Cities Shares immediately prior to the Effective Time. Each such holder shall have the right to submit an Election Form specifying the number of shares of Capital Cities Common Stock that such person desires to have converted into Standard Consideration pursuant to a Standard Election, the number of shares of Capital Cities Common Stock 10 that such person desires to have converted, subject to the proration procedures described above, into the Stock Consideration pursuant to a Stock Election and the number of shares of Capital Cities Common Stock that such person desires to have converted, subject to the proration procedures described above, into the Cash Consideration pursuant to an effective or deemed Cash Election. See "THE REORGANIZATION AGREEMENT--Election Procedure." HOLDERS OF CAPITAL CITIES COMMON STOCK SHOULD NOT SEND ANY CERTIFICATES REPRESENTING CAPITAL CITIES COMMON STOCK WITH THE ENCLOSED PROXY CARD. IF THE TRANSACTION IS APPROVED, A LETTER OF TRANSMITTAL AND AN ELECTION FORM WILL BE MAILED AFTER THE EFFECTIVE TIME TO EACH PERSON WHO WAS A HOLDER OF OUTSTANDING CAPITAL CITIES SHARES IMMEDIATELY PRIOR TO THE EFFECTIVE TIME. CAPITAL CITIES SHAREHOLDERS SHOULD SEND CERTIFICATES REPRESENTING CAPITAL CITIES COMMON STOCK TO THE EXCHANGE AGENT ONLY AFTER THEY RECEIVE, AND IN ACCORDANCE WITH, THE INSTRUCTIONS CONTAINED IN THE LETTER OF TRANSMITTAL AND THE ELECTION FORM. Federal Income Tax Considerations in Choosing an Election. A shareholder of Capital Cities who makes an effective Standard Election for all of such shareholder's Capital Cities Common Stock generally will recognize taxable gain (but will not recognize taxable loss) for Federal income tax purposes, calculated separately for each block of Capital Cities Common Stock surrendered, in an amount equal to the lesser of (i) the excess of the sum of the cash and the fair market value of New Disney Common Stock allocable to each block of Capital Cities Common Stock surrendered over the shareholder's tax basis in such block and (ii) the amount of cash received that is allocable to such block. A shareholder of Capital Cities who makes an effective Stock Election for all of such shareholder's Capital Cities Common Stock generally will not recognize taxable gain or loss for Federal income tax purposes, unless such shareholder receives cash as a result of the proration procedures described above. If cash is received as a result of proration, the Federal income tax consequences will be those described in the first sentence of this paragraph for a shareholder who makes an effective Standard Election. A shareholder of Capital Cities who makes (or is deemed to make) an effective Cash Election for all of such shareholder's Capital Cities Common Stock generally will recognize capital gain or loss equal to the difference between the shareholder's tax basis in the shares of Capital Cities Common Stock surrendered and the amount of cash received, unless such shareholder receives New Disney Common Stock as a result of the proration procedures described above. If New Disney Common Stock is received as a result of proration, the tax consequences will be those described in the first sentence of this paragraph for a shareholder who makes an effective Standard Election. See "THE ACQUISITION--Certain Federal Income Tax Consequences" for a more detailed description of the above matters and information with respect to the applicability of the foregoing to certain taxpayers subject to special treatment. The actual Federal income tax consequences to each Capital Cities shareholder of making a Cash Election or Stock Election will not be ascertainable at the time the election is made because shareholders of Capital Cities will not know at such time if, or to what extent, the proration procedures and Disney's ability to increase the Maximum Cash Amount described above will apply. Conditions to the Acquisition. 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 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 (the "HSR Act"); (iv) receipt of all requisite orders and approvals of the Federal Communications Commission ("FCC"); and (v) listing of the New Disney Common Stock on the NYSE, subject only to official notice of issuance. See "THE REORGANIZATION AGREEMENT--Conditions to the Acquisition." Termination of the Reorganization Agreement. The Reorganization Agreement is subject to termination at the option of either Disney or Capital Cities if the Mergers are not consummated on or before October 1, 1996, and prior to such time by the mutual consent of Disney and Capital Cities, or upon the occurrence of certain 11 events. The Reorganization Agreement may be terminated by Capital Cities, at any time prior to the Effective Time, if: (i) in the exercise of its fiduciary duties to its shareholders, the Capital Cities Board determines that such termination is required by reason of a proposal with respect to a merger, acquisition or similar transaction involving the purchase of a significant portion of the stock or assets of Capital Cities (an "Alternative Proposal") being made; (ii) there has been a breach by Disney of any representation or warranty in the Reorganization Agreement which would have, or which would be reasonably likely to have, a material adverse effect on Disney; (iii) there has been a material breach by Disney of any of the covenants or agreements in the Reorganization Agreement which is not curable or not cured within 30 days after written notice of the breach; or (iv) the Disney Board shall have withdrawn or modified, in a manner materially adverse to Capital Cities, its approval or recommendation of the Reorganization Agreement or the Mergers. Disney may terminate the Reorganization Agreement, at any time prior to the Effective Time, if: (i) the Capital Cities Board shall have withdrawn or modified in a manner materially adverse to Disney its approval or recommendation of the Reorganization Agreement or the Mergers or shall have recommended an Alternative Proposal to the Capital Cities shareholders; (ii) there has been a breach by Capital Cities of any representation or warranty in the Reorganization Agreement which would have, or which would be reasonably likely to have, a material adverse effect on Capital Cities; or (iii) there has been a material breach by Capital Cities of any of the covenants or agreements in the Reorganization Agreement which is not curable or not cured within 30 days of written notice of the breach. See "THE REORGANIZATION AGREEMENT--Termination of the Reorganization Agreement." Termination Fee. If an Alternative Proposal is made for Capital Cities and thereafter (i) the Reorganization Agreement is terminated (A) by action of the Capital Cities Board in the exercise of its fiduciary duties by reason of such Alternative Proposal or (B) by action of the Disney Board if (a) the Capital Cities Board has withdrawn or modified in a manner materially adverse to Disney its approval or recommendation of the Reorganization Agreement or the Mergers or has recommended an Alternative Proposal to the Capital Cities shareholders, or (b) there has been a breach by Capital Cities of any representation or warranty in the Reorganization Agreement which would have, or which would be reasonably likely to have, a material adverse effect on Capital Cities, or (c) there has been a material breach by Capital Cities of any of the covenants or agreements in the Reorganization Agreement which breach is not curable or not cured within 30 days after written notice of the breach given by Disney to Capital Cities or (ii) the Reorganization Agreement is terminated for any reason (A) other than as a result of a breach of the Reorganization Agreement by Disney and (B) other than as a result of the failure by the stockholders of Disney to approve the Disney Proposal and, in the case of clause (ii) only, a definitive agreement with respect to an Alternative Proposal is executed within one year after such termination, then Capital Cities must pay Disney a termination fee of $400 million. See "THE REORGANIZATION AGREEMENT--Termination Fee." 12 EX-1 3 Exhibit 1(c) DESCRIPTION OF NEW DISNEY CAPITAL STOCK The summary of the terms of the stock of New Disney set forth below does not purport to be complete and is subject to and qualified in its entirety by reference to the New Disney Certificate and the New Disney Bylaws. AUTHORIZED CAPITAL STOCK Under the New Disney Certificate, the total number of shares of all classes of stock that New Disney has authority to issue is 1,300,000,000 shares, of which 1,200,000,000 are shares of New Disney Common Stock (par value $.01 per share) and 100,000,000 are shares of New Disney Preferred Stock (par value $.01 per share). The additional shares of authorized stock available for issuance by New Disney might be issued at such times and under such circumstances as to have a dilutive effect on earnings per share and on the equity ownership of the holders of New Disney Common Stock. The ability of the New Disney Board of Directors to issue additional shares of stock could enhance the New Disney Board of Directors' ability to negotiate on behalf of the stockholders in a takeover situation and also could be used by the New Disney Board of Directors to make a change in control more difficult, thereby denying stockholders the potential to sell their shares at a premium and entrenching current management. COMMON STOCK Holders of New Disney Common Stock will be entitled to one vote per share on all matters voted on generally by the stockholders, including the election of directors, and, except as otherwise required by law or except as provided with respect to any series of New Disney Preferred Stock, the holders of such shares will possess all voting power. The New Disney Certificate does not provide for cumulative voting for the election of directors. Thus, under the DGCL, the holders of more than one-half of the outstanding shares of New Disney Common Stock generally will be able to elect all the directors of New Disney then standing for election and holders of the remaining shares will not be able to elect any director. Subject to any preferential rights of any series of New Disney Preferred Stock, holders of shares of New Disney Common Stock will be entitled to receive dividends on such stock out of assets legally available for distribution when, as and if authorized and declared by the New Disney Board of Directors and to share ratably in the assets of New Disney legally available for distribution to its stockholders in the event of its liquidation, dissolution or winding up. Holders of New Disney Common Stock will have no preferences, preemptive, conversion or exchange rights. PREFERRED STOCK The New Disney Board of Directors is authorized to issue shares of New Disney Preferred Stock, in one or more series, and to fix for each such series the number of shares thereof and voting powers and such preferences and relative, participating, optional or other special rights and such qualifications, limitations or restrictions as are permitted by the DGCL. The New Disney Board of Directors could authorize the issuance of shares of New Disney Preferred Stock with terms and conditions which could discourage a takeover or other transaction that holders of some or a majority of shares of New Disney Common Stock might believe to be in their best interests or in which such holders might receive a premium for their shares of stock over the then market price of such shares. As of the date hereof, no shares of New Disney Preferred Stock are outstanding and the New Disney Board of Directors has no present intention to issue any shares of New Disney Preferred Stock after the Effective Time. In connection with the New Disney Rights Plan, the New Disney Certificate provides for the issuance of a series of shares of New Disney Preferred Stock designated as the Series R Preferred Stock (the "Series R Preferred Stock"). A description of the terms of the Series R Preferred Stock is set forth below under "--Preferred Stock Purchase Rights." 13 PREFERRED STOCK PURCHASE RIGHTS In November 1995, New Disney adopted the New Disney Rights Plan and in connection therewith entered into the New Disney Rights Agreement. To implement the New Disney Rights Plan, the New Disney Board of Directors authorized the issuance of one New Disney Right for each share of New Disney Common Stock issued at or following the Effective Time and until the earlier of the Distribution Date (as defined in the New Disney Rights Agreement), or on the date on which the New Disney Rights expire or are redeemed. Each New Disney Right entitles the registered holder to purchase from New Disney one one-hundredth (1/100) of a share of Series R Preferred Stock at an initial Purchase Price of $350.00, subject to adjustment. The terms and conditions of the New Disney Rights are contained in the New Disney Rights Agreement. Until the close of business on the Distribution Date, which will occur on the earlier of (i) the tenth day following a public announcement that a person or group of affiliated or associated persons ("Acquiring Person") has acquired, or obtained the right to acquire, beneficial ownership of 25% or more of the outstanding New Disney Common Stock (the "Stock Acquisition Date") or (ii) a date fixed by the New Disney Board of Directors which is not later than the nineteenth business day after the commencement by any person or group of, or the first public announcement of the intent of any person or group to commence, a tender or exchange offer which would result in that person or group owning 25% or more of the outstanding New Disney Common Stock, the New Disney Rights will be represented by and transferred only with the New Disney Common Stock. The New Disney Rights are not exercisable until the Distribution Date. The New Disney Rights will expire at the close of business on June 30, 1999, unless redeemed earlier as described below. The Series R Preferred Stock will be nonredeemable and, unless otherwise provided in connection with the creation of a subsequent series of New Disney Preferred Stock, subordinate to all other series of New Disney Preferred Stock. The Series R Preferred Stock may not be issued except upon exercise of the New Disney Rights. Each share of Series R Preferred Stock will be entitled to receive, when, as and if declared, a quarterly dividend in an amount equal to the greater of $1.00 per share or 100 times the quarterly cash dividend declared on the New Disney Common Stock. In addition, the Series R Preferred Stock is entitled to 100 times any non-cash dividends (other than dividends payable in equity securities) declared on the New Disney Common Stock, in like kind. In the event of liquidation, the holders of Series R Preferred Stock will be entitled to receive a liquidation payment in an amount equal to the greater of $100.00 per share or 100 times the liquidation payment made per share of New Disney Common Stock. Each share of Series R Preferred Stock will have 100 votes, subject to adjustment, voting together with the New Disney Common Stock and not as a separate class unless otherwise required by law or the New Disney Certificate. In the event of any merger, consolidation or other transaction in which common shares are exchanged, each share of Series R Preferred Stock will be entitled to receive 100 times the amount received per share of New Disney Common Stock. The rights of the Series R Preferred Stock as to dividends, voting rights and liquidation are protected by antidilution provisions. The Purchase Price payable and the number of shares of Series R Preferred Stock or other securities or property issuable upon exercise of the New Disney Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Series R Preferred Stock, (ii) upon the grant to holders of the Series R Preferred Stock of certain rights or warrants to subscribe for Series R Preferred Stock or convertible securities at less than the current market price of the Series R Preferred Stock or (iii) upon the distribution to holders of the Series R Preferred Stock of evidences of indebtedness or assets (excluding regular cash dividends and dividends payable in Series R Preferred Stock) or of subscription rights or warrants. If (i) any person becomes the beneficial owner of 25% or more of the then outstanding shares of New Disney Common Stock, other than pursuant to a purchase or series of related purchases of shares of New Disney Common Stock that the New Disney Board of Directors, taking into account the long-term value of New Disney and all other factors that the New Disney Board of Directors considers relevant, determines to be fair to and 14 otherwise in the best interests of the holders of New Disney Common Stock (a "Permitted Transaction"), or (ii) any Acquiring Person or any of its affiliates or associates engages in one or more "self-dealing" transactions as described in the New Disney Rights Agreement, then each holder of a New Disney Right, other than the Acquiring Person, will have the right to receive, upon payment of the Purchase Price, in lieu of Series R Preferred Stock, a number of shares of New Disney Common Stock having a market value equal to twice the Purchase Price. To the extent that insufficient shares of New Disney Common Stock are available for the exercise in full of the New Disney Rights, holders of New Disney Rights will receive upon exercise shares of New Disney Common Stock to the extent available and then cash, property or other securities of New Disney (which may be accompanied by a reduction in the Purchase Price), in proportions determined by New Disney, so that the aggregate net value received is equal to twice the Purchase Price. New Disney Rights are not exercisable following the acquisition of shares of New Disney Common Stock by an Acquiring Person as described in this paragraph until the expiration of the period during which the New Disney Rights may be redeemed as described below. Notwithstanding the foregoing, after the occurrence of an event described in the first sentence of this paragraph, New Disney Rights that are (or, under certain circumstances, New Disney Rights that were) beneficially owned by an Acquiring Person will be null and void. Unless the New Disney Rights are redeemed earlier, if, after the Stock Acquisition Date, New Disney is acquired in a merger or other business combination (in which New Disney is not the surviving corporation or in which any shares of New Disney Common Stock are converted or exchanged) or more than 50% of the assets or earning power of New Disney and its subsidiaries (taken as a whole) are sold or transferred in one or a series of related transactions, the New Disney Rights Agreement provides that proper provision shall be made so that each holder of record of a New Disney Right will from and after that time have the right to receive, upon payment of the Purchase Price, that number of shares of common stock of the acquiring company which has a market value at the time of such transaction equal to twice the Purchase Price. Fractions of shares of Series R Preferred Stock may, at the election of New Disney, be evidenced by depositary receipts. New Disney may also issue cash in lieu of fractional shares of Series R Preferred Stock which are not integral multiples of one one-hundredth of a share. At any time until ten days following the Stock Acquisition Date (subject to extension by the New Disney Board of Directors), the New Disney Board of Directors may cause New Disney to redeem the New Disney Rights in whole, but not in part, at a price of $.01 per New Disney Right, subject to adjustment to reflect any stock split, stock dividend or similar transaction. Immediately upon the action of the New Disney Board of Directors authorizing redemption of the New Disney Rights, the right to exercise the New Disney Rights will terminate, and the holders of the New Disney Rights will only be entitled to receive the redemption price without any interest thereon. As long as the New Disney Rights are redeemable, New Disney may, except with respect to the redemption price, the number of one one-hundredths of a share of Series R Preferred Stock for which a New Disney Right is exercisable, or the date of expiration of the New Disney Rights, amend the New Disney Rights in any manner, including an amendment to extend the time period in which the New Disney Rights may be redeemed. At any time when the New Disney Rights are not redeemable, New Disney may amend the New Disney Rights in any manner, subject to the foregoing exceptions and except for the time period during which the New Disney Rights may be redeemed, that does not adversely affect the interests of holders of the New Disney Rights as such. Until a New Disney Right is exercised, the holder, as such, will have no rights as a stockholder of New Disney, including without limitation the right to vote or to receive dividends. The New Disney Rights have certain anti-takeover effects. The New Disney Rights will cause substantial dilution to a person or group that attempts to acquire, or merge with, New Disney without conditioning the offer on the New Disney Rights being rendered inapplicable. TRANSFER AGENT AND REGISTRAR The principal transfer agent and registrar for New Disney Common Stock will be New Disney. 15 CERTAIN ANTITAKEOVER EFFECTS OF NEW DISNEY CERTIFICATE, NEW DISNEY BYLAWS AND DELAWARE LAW General. Certain provisions of the New Disney Certificate, the New Disney Bylaws and the DGCL may have the effect of impeding the acquisition of control of New Disney by means of a tender offer, a proxy fight, open market purchases or otherwise in a transaction not approved by the New Disney Board of Directors. The provisions of the New Disney Certificate, the New Disney Bylaws and the DGCL described below are designed to reduce, or have the effect of reducing, the vulnerability of New Disney to an unsolicited proposal for the restructuring or sale of all or substantially all of the assets of New Disney or an unsolicited takeover attempt which is unfair to New Disney stockholders. The summary of such provisions set forth below does not purport to be complete and is subject to and qualified in its entirety by reference to the New Disney Certificate, the New Disney Bylaws and the DGCL. Other than the adoption of a stockholder rights plan, the New Disney Board of Directors has no present intention to introduce additional measures which might have an antitakeover effect. The New Disney Board of Directors, however, expressly reserves the right to introduce such measures in the future. Classified Board; Removal of Directors. The New Disney Certificate provides that its Board of Directors shall consist of not less than nine nor more than 21 directors, with the exact number of directors to be determined from time to time by the New Disney Board of Directors. The New Disney Certificate further provides that the New Disney Board of Directors be divided into three classes, and, after an initial term, each director will be elected for a three-year term. See "MANAGEMENT OF NEW DISNEY--Directors." The New Disney Certificate provides that directors may only be removed for cause upon the affirmative vote of the holders of a majority of the outstanding shares of New Disney then entitled to vote generally in the election of directors. Business Combinations. Section 203 of the DGCL restricts a wide range of transactions ("business combinations") between a corporation and an interested stockholder. An "interested stockholder" is, generally, any person who beneficially owns, directly or indirectly, 15% or more of the corporation's outstanding voting stock. Business combinations are broadly defined to include (i) mergers or consolidations with, (ii) sales or other dispositions of more than 10% of the corporation's assets to, (iii) certain transactions resulting in the issuance or transfer of any stock of the corporation or any subsidiary to, (iv) certain transactions which would result in increasing the proportionate share of stock of the corporation or any subsidiary owned by, or (v) receipt of the benefit (other than proportionately as a stockholder) of any loans, advances or other financial benefits by, an interested stockholder. Section 203 provides that an interested stockholder may not engage in a business combination with the corporation for a period of three years from the time of becoming an interested stockholder unless (i) the board of directors approved either the business combination or the transaction which resulted in the person becoming an interested stockholder prior to the time such person became an interested stockholder; (ii) upon consummation of the transaction which resulted in the person becoming an interested stockholder, that person owned at least 85% of the corporation's voting stock (excluding shares owned by persons who are officers and also directors and shares owned by certain employee stock plans); or (iii) the business combination is approved by the board of directors and authorized by the affirmative vote of at least 66 2/3% of the outstanding voting stock not owned by the interested stockholder. The restrictions on business combinations with interested stockholders contained in Section 203 do not apply to a corporation whose certificate of incorporation contains a provision expressly electing not to be governed by the statute. The New Disney Certificate does not contain a provision electing to "opt-out" of Section 203. Supermajority Requirements. In addition to the requirements of Section 203 of the DGCL, the New Disney Certificate provides that the affirmative vote of four-fifths of the outstanding stock of New Disney entitled to vote shall be required for (i) any merger or consolidation to which New Disney, or any of its subsidiaries, and an Interested Person (as defined below) are parties; (ii) any sale or other disposition by New Disney, or any of its subsidiaries, of all or substantially all of its assets to an Interested Person; (iii) any purchase or other acquisition by New Disney, or any of its subsidiaries, of all or substantially all of the assets or stock of an 16 Interested Person; and (iv) any other transaction with an Interested Person which requires the approval of the stockholders of New Disney under the DGCL; unless, in each case, any such transaction is authorized by a resolution of the New Disney Board of Directors which is approved by board members, provided that the majority of the members approving such transaction were duly elected and acting members of the New Disney Board of Directors prior to the date that the person, firm or corporation, or any group thereof, with whom such transaction is proposed, became an Interested Person. An "Interested Person" is any person, firm or corporation, or any group thereof, acting or intending to act in concert, including any person directly or indirectly controlling or controlled by or under direct or indirect common control with such person, firm or corporation or group, which owns of record or beneficially, directly or indirectly, five percent (5%) or more of any class of voting securities of New Disney. Special Meetings; Prohibition of Actions by Written Consent. Pursuant to the DGCL, a special meeting of stockholders may be called by the board of directors or by any other person authorized to do so in the certificate of incorporation or the bylaws. The New Disney Certificate provides that special meetings of stockholders may only be called by the New Disney Board of Directors, the Chairman of the New Disney Board of Directors, or the President of New Disney. In addition, the New Disney Certificate provides that any action required or permitted to be taken at any annual or special meeting of stockholders may be taken only upon the vote of the stockholders at an annual or special meeting, and may not be taken by a written consent of the stockholders. Rights Plan. In November 1995, New Disney adopted the New Disney Rights Plan. The New Disney Rights have certain anti-takeover effects. The New Disney Rights will cause substantial dilution to a person or group that attempts to acquire, or merge with, New Disney without conditioning the offer on the New Disney Rights being rendered inapplicable. A description of the New Disney Rights is set forth under "DESCRIPTION OF NEW DISNEY CAPITAL STOCK--Preferred Stock Purchase Rights." 17 EX-21 4 Exhibit 21 Subsidiaries of DC Holdco, Inc.
Name of Subsidiary State of Incorporation ABC Holding Company Inc. Delaware American Broadcasting Companies, Inc. Delaware Buena Vista Home Video, Inc. California Buena Vista International, Inc. California Buena Vista Pictures Distribution, Inc. California Buena Vista Television California Capital Cities/ABC, Inc. New York Disney Development Company Florida EDL Holding Company Delaware ESPN Holding Company, Inc. Delaware ESPN Inc. Delaware KCAL-TV, Inc. California Lake Buena Vista Communities, Inc. Delaware The Disney Channel California The Disney Store, Inc. California The Walt Disney Company Delaware Walt Disney Pictures and Television California Walt Disney World Co. Delaware WCO Parent Corporation Delaware 18
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