-----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, IU0vYOOmYuen+kCpcnv3ZjUdZrBUzc1/yxSr5rcaFR4H5EJQ7jSsUfI8Gfg58GBF SFnQQisPhzbg6iIhPTQrSg== 0001001039-97-000029.txt : 19970801 0001001039-97-000029.hdr.sgml : 19970801 ACCESSION NUMBER: 0001001039-97-000029 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19950930 FILED AS OF DATE: 19970731 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: WALT DISNEY CO/ CENTRAL INDEX KEY: 0001001039 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MISCELLANEOUS AMUSEMENT & RECREATION [7990] IRS NUMBER: 954545390 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-11605 FILM NUMBER: 97649538 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 FORMER COMPANY: FORMER CONFORMED NAME: DC HOLDCO INC DATE OF NAME CHANGE: 19950918 10-K/A 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A Amendment No. 1 Annual Report Pursuant to Section 13 or 15(D) of the Securities Exchange Act of 1934 For the Fiscal Year Ended September 30, 1995 Commission File Number 1-4083 THE WALT DISNEY COMPANY Incorporated in Delaware 500 South Buena Vista Street, Burbank, California 91521 (818) 560-1000 I.R.S. Employer Identification No. 95-0684440 Capital Cities/ABC, Inc. Savings & Investment Plan Financial Statements and Supplemental Schedules Years ended December 31, 1995 and 1994 Contents Report of Independent Auditors.............................. 1 Statements of Net Assets Available for Benefits............. 2 Statements of Changes in Net Assets Available for Benefits.. 3 Notes to Financial Statements............................... 4 Supplemental Schedules: Assets Held for Investment................................13 Series of Transactions in Excess of 5% of the Current Value of Plan Assets ...........................14 There were no party-in-interest transactions which are prohibited by ERISA section 406 and for which there is no statutory or administrative exemption. Report of Independent Auditors Plan Administrator Capital Cities/ABC, Inc. We have audited the accompanying statements of net assets available for benefits of the Capital Cities/ABC, Inc. Savings & Investment Plan (the Plan) as of December 31, 1995 and 1994, and the related statements of changes in net assets available for benefits for the years then ended. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, information regarding the Plan's net assets available for benefits at December 31, 1995 and 1994, and the changes therein for the years then ended, in conformity with generally accepted accounting principles. Our audits were made for the purpose of forming an opinion on the basic financial statements taken as a whole. The accompanying supplemental schedules of assets held for investment as of December 31, 1995 and series of transactions in excess of 5% of the current value of plan assets for the year then ended, are presented for purposes of complying with the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974, and are not a required part of the basic financial statements. The supplemental schedules have been subjected to the auditing procedures applied in our audit of the 1995 financial statements and, in our opinion, are fairly stated in all material respects in relation to the 1995 financial statements taken as a whole. Ernst & Young, LLP May 30, 1996 Capital Cities/ABC, Inc. Savings & Investment Plan Statements of Net Assets Available for Benefits
December 31 1995 1994 ------------ ------------ Investments, at market: Capital Cities/ABC, Inc. Common Stock Fund (cost of $212,715,728 and $178,911,112 in 1995 and 1994, respectively) $601,563,162 $404,971,567 Fidelity Asset Manager (cost of $46,460,743 and $50,086,655 in 1995 and 1994, respectively) 50,465,734 47,562,305 Fidelity Retirement Money Market Portfolio (cost of $33,617,250 and $37,572,634 in 1995 and 1994, respectively) 33,617,250 37,572,634 Fidelity Magellan Fund (cost of $42,531,986 and $31,687,157 in 1995 and 1994, respectively) 51,260,667 32,080,436 Fidelity Growth and Income Portfolio (cost of $31,034,912 and $24,720,813 in 1995 and 1994, respectively) 37,436,377 24,232,136 Fidelity Institutional Short-Intermediate Government Portfolio (cost of $10,373,063 and $10,481,785 in 1995 and 1994, respectively) 10,678,399 10,331,956 ------------ ------------ Total investments 785,021,589 556,751,034 Participant loans 15,377,724 11,620,340 Due from Capital Citites/ABC, Inc. 4,155,675 4,102,393 ============ ============ Net assets available for benefits $804,554,988 $572,473,767 ============ ============
See accompanying notes to financial statements. Capital Cities/ABC, Inc. Savings & Investment Plan Statements of Changes in Net Assets Available for Benefits
December 31, 1995 1994 ------------- ----------- ------------- ----------- Dividend and interest income $ 19,028,326 $6,770,557 Net realized and unrealized gain 207,289,105 106,626,131 ------------- ----------- ------------- ----------- 226,317,431 113,396,688 ------------- ----------- Contributions: Participants 23,623,011 29,399,107 Employer 12,863,562 11,889,585 ------------- ----------- ------------- ----------- Total contributions 36,486,573 41,288,692 ------------- ----------- Plan mergers 1,027,020 - Interest on participant loans 1,032,183 568,154 ------------- ----------- ------------- ----------- Total additions 264,863,207 155,253,534 Distributions to terminated and withdrawing participants 32,631,876 27,907,619 Administrative expenses 150,110 124,941 ------------- ----------- ------------- ----------- Change in net assets 232,081,221 127,220,974 Net assets available for benefits: Beginning of year 572,473,767 445,252,793 ============= ============ End of year $804,554,988 $572,473,767 ============= ============
See accompanying notes to financial statements. Capital Cities/ABC, Inc. Savings & Investment Plan Notes to Financial Statements December 31, 1995 and 1994 1. Description of Plan Capital Cities/ABC, Inc. Savings & Investment Plan (the "Plan") is an employee savings and investment plan for participating employees of American Broadcasting Companies, Inc. (ABC) (an indirect wholly-owned subsidiary of Capital Cities/ABC, Inc.) and those other subsidiaries and divisions of Capital Cities/ABC, Inc. which were previously a part of, or affiliates of ABC. Individuals who became employees of the corporate and other broadcasting properties of Capital Cities/ABC, Inc. subsequent to 1988 are eligible to participate in the Plan. In addition, approximately 5,000 employees of certain properties within Capital Cities/ABC, Inc.'s Publishing Group are eligible to participate in the Plan. Under the Plan, eligible employees may authorize payroll deductions of any whole percent up to 10% of their annual compensation to be invested in one or more of six funds. Such contributions may be in the form of regular after-tax contributions, or tax deferred contributions. Capital Cities/ABC, Inc. will contribute an amount equal to 50% of the first 5% of such deductions, such amount to be invested in the fund consisting of Capital Cities/ABC, Inc. common stock. In addition, an employee may also authorize unmatched payroll deductions within specified limits to be invested in one or more of the funds described herein. Under the Employee Retirement Income Security Act of 1974 ("ERISA"), annual additions to a participant's account (consisting of combined employee and employer-matched contributions) cannot exceed the lesser of $30,000 or 25% of compensation, as defined. For both 1995 and 1994, the IRS-imposed limitation on tax deferred contributions made by employees was $9,240. Participants are immediately vested with respect to their own contributions. Effective January 1, 1995, matching employer contributions credited to participants' accounts vest as follows: (a) 50% at the end of the Plan year for which the contributions were made and (b) an additional 50% at the end of the Plan year immediately following the Plan year for which contributions were made; or (2) 100% after five years of service. Upon death, permanent disability, retirement or termination of service after age 65, a participant's account is considered fully vested. The Plan permits the Employee Benefits Committee to postpone distributions of a member's account in instances where a member's termination of services arises out of a change in ownership of stock or all or part of the assets of a member's employing unit and such member is reemployed by the acquiring entity, if such termination is not deemed a "separation from service" within the meaning of the applicable income tax rulings or regulations. In such instances the Employee Benefits Committee may postpone Capital Cities/ABC, Inc. Savings & Investment Plan Notes to Financial Statements (continued) 1. Description of Plan (continued) the distribution until such distribution may be accomplished without adverse income tax consequences to the member or to the Plan or may allow a transfer to another qualified plan or allow a permissible tax-free rollover. Through May 31, 1994, Bankers Trust was the trustee of the Plan. Effective June 1, 1994, the Company entered into a new trust agreement with Fidelity Management Trust Company and its affiliates (collectively, "Fidelity" or the "Trustee") to serve as trustee, investment manager, and recordkeeper of the Plan and its related trust. In connection with such change in trustee, in June 1994, all investments held by Bankers Trust were transferred to and reinvested in the investment funds provided by Fidelity. The above description of the Plan provides only general information. Participants should refer to the Plan agreement for a more complete description of the Plan provisions and investment options. 2. Summary of Significant Accounting Policies The accompanying financial statements present net assets available for benefits and changes therein of the Plan on an accrual basis. Effective June 1, 1994, participants may contribute in any one or a combination of the following six investment options: Capital Cities/ABC, Inc. Common Stock Fund-This fund consists of Capital Cities/ABC, Inc. common stock which is valued at current market value. The Fund's returns are governed by the performance of the Company's common stock. Fidelity Asset Manager-This fund consists of a neutral mix of stocks, bonds and short-term investments of both U.S. and foreign corporations and governments. Fidelity Retirement Money Market Portfolio-This fund invests in short-term money market instruments, such as bank certificates of deposit, issued by both U.S. and foreign bank, insurance companies and government agencies. Fidelity Magellan Fund-This fund invests in stocks of both U.S. and foreign companies. These investments may be in large corporations as well as smaller, less well-known companies. 2. Summary of Significant Accounting Policies (continued) Fidelity Growth and Income Portfolio--This fund invests in stock, bonds and short-term investments of U.S. and foreign companies that offer growth potential while paying dividends. Fidelity Institutional Short-Intermediate Government Portfolio--This fund invests in government-issued investments maturing in a short to intermediate length of time, usually three to five years. All investments in Fidelity mutual funds are valued at the last reported sales price on the last business day of the year. Prior to June 1, 1994, participants contributed to any one or a combination of the following three funds: Capital Cities/ABC, Inc. Common Stock Fund--This fund held all investments made in the common stock of the Company and was valued at current market value. Diversified Equity Fund-This fund consisted of equity securities and convertible debentures of companies other than Capital Cities/ABC, Inc. The market value of the equity investments was based on year-end stock quotations from the New York Stock Exchange. Fixed Interest Fund-This fund consisted of funds on deposit with insurance companies under contracts which provided a fixed annual rate of interest. The Fixed Interest Fund was valued at the contracts' carrying amounts. Realized gains and losses on sales of securities are accounted for on a weighted average cost basis. Purchases and sales are recorded on a trade date basis. Dividend income is accrued on the ex-dividend date. Interest income is recorded on an accrual basis as earned. Distributions to terminated and withdrawing participants are based upon the market value of units and/or shares credited to participants' accounts as of the effective date of withdrawal. 2. Summary of Significant Accounting Policies (continued) Employer contributions are reported net of forfeitures of $169,190 and $81,050 for 1995 and 1994, respectively. Participant accounts are maintained on a unit basis as determined by the Trustee (See Administration of the Plan below). The per unit values for each investment fund were as follows:
December 31 1995 1994 ---------- --------- ---------- --------- Capital Cities/ABC, Inc. Common Stock Fund $16.65 $11.79 Fidelity Asset Manager 15.85 14.33 Fidelity Retirement Money Market Portfolio 1.00 1.00 Fidelity Magellan Fund 85.98 68.16 Fidelity Growth and Income Portfolio 27.05 21.47 Fidelity Institutional Short-Intermediate Government Portfolio 9.63 9.32
3. Administrative Expenses Effective June 1, 1994, brokerage commissions and stock transfer taxes in connection with the purchase and sale of securities are absorbed within the net asset value of each investment fund on each business day. All other costs and expenses incurred in connection with the administration of the Plan not paid by the Company will be charged to the participants' accounts. Prior to June 1, 1994, costs incurred specifically by the Plan were paid directly from funds of the Plan. 4. Investments Participants direct their individual accounts to be invested among the six funds offered by the Plan. Financial information relating to the Plan's net assets available for benefits and changes therein for the years ended December 31, 1995 and 1994 is as follows: Combining Statements of Net Assets Available for Benefits December 31, 1995
Institutional Short Capital Retirement Growth and Intermediate Cities/ABC Asset Money Market Magellan Income Government Total Funds Stock Fund Manager Portfolio Fund Portfolio Portfolio ------------------------------------------------------------------------------------------------------ Investments $785,021,589 $601,563,162* $50,465,734 $33,617,250* $51,260,667* $37,436,377 $10,678,399 Participant loans 15,377,724 9,452,322 1,430,310 3,294,475 622,860 402,439 175,318 Due from Capital Cities/ABC, Inc. 4,155,675 2,556,941 482,058 8,421 602,901 410,040 95,314 ------------------------------------------------------------------------------------------------------ Total assets $804,554,988 $613,572,425 $52,378,102 $36,920,146 $52,486,428 $38,248,856 $10,949,031 ====================================================================================================== Net assets available for benefits $804,554,988 $613,572,425 $52,378,102 $36,920,146 $52,486,428 $38,248,856 $10,949,031 ======================================================================================================
* Individual investment representing 5% or more of the Plan's net assets. 4. Investments (continued) Combining Statement of Net Assets Available for Benefits (continued) December 31, 1994
Institutional Short Capital Retirement Growth and Intermediate Cities/ABC Asset Money Market Magellan Income Government Total Funds Stock Fund Manager Portfolio Fund Portfolio Portfolio ------------------------------------------------------------------------------------------------------ Investments $556,751,034 $404,971,567* $47,562,305* $37,572,634 $32,080,436* $24,232,136 $10,331,956 Participant loans 11,620,340 7,390,980 1,091,400 2,884,268 126,694 76,904 50,094 Due from Capital Cities/ABC, Inc. 4,102,393 2,204,982 625,943 276,075 528,213 361,813 105,367 ------------------------------------------------------------------------------------------------------ Total assets $572,473,767 $414,567,529 $49,279,648 $40,732,977 $32,735,343 $24,670,853 $10,487,417 ====================================================================================================== Net assets available for benefits $572,473,767 $414,567,529 $49,279,648 $40,732,977 $32,735,343 $24,670,853 $10,487,417 ======================================================================================================
* Individual investment representing 5% or more of the Plan's net assets. 4. Investments (continued) Combining Statements of Changes in Net Assets Available for Benefits December 31, 1995
Institutional Retirement Short Capital Money Growth and Intermediate Cities/ABC Asset Market Magellan Income Government Total Funds Stock Fund Manager Portfolio Fund Portfolio Portfolio ---------------------------------------------------------------------------------------------- Dividend and interest income $ 19,028,326 $ 69,930 $1,509,269 $11,942,976 $ 2,962,124 $ 1,796,006 $ 748,021 Net realized and unrealized gain 207,289,105 183,081,211 6,559,182 - 9,632,282 7,510,016 506,414 ---------------------------------------------------------------------------------------------- 226,317,431 183,151,141 8,068,451 11,942,976 12,594,406 9,306,022 1,254,435 ---------------------------------------------------------------------------------------------- Contributions: Participants 23,623,011 14,510,272 5,444,296 (7,658,083) 5,986,545 4,225,088 1,114,893 Employer 12,863,562 12,840,941 (13) 22,660 (13) (13) - ---------------------------------------------------------------------------------------------- Total contributions 36,486,573 27,351,213 5,444,283 (7,635,423) 5,986,532 4,225,075 1,114,893 Interest on participant loans 1,032,184 601,201 126,707 74,173 129,118 81,528 19,457 Participant net transfers - 9,421,895 (7,989,912) (3,673,791) 2,286,391 975,683 (1,020,267) Plan mergers 1,027,020 100,419 38,153 849,087 24,852 14,174 335 ---------------------------------------------------------------------------------------------- Total 264,863,207 220,625,869 5,687,682 1,557,022 21,021,299 14,602,482 1,368,853 Distributions to terminated and 32,631,876 21,582,546 2,550,340 5,333,638 1,259,067 1,010,631 895,654 withdrawing participants Administrative expenses 150,110 38,427 38,888 36,215 11,147 13,848 11,585 ---------------------------------------------------------------------------------------------- Change in net assets available 232,081,221 199,004,896 3,098,454 (3,812,831) 19,751,085 13,578,003 461,614 for benefits Net assets available for benefits: Beginning of year 572,473,767 414,567,529 49,279,648 40,732,977 32,735,343 24,670,853 10,487,417 ---------------------------------------------------------------------------------------------- End of year $804,554,988 $613,572,425 $52,378,102 $36,920,146 $52,486,428 $38,248,856 $10,949,031 ==============================================================================================
4. Investments (continued) Combining Statements of Changes in Net Assets Available for Benefits (continued) December 31, 1994
Retirement Growth Inst. Short Capital Money and Intermediate Diversified Fixed Cities/ABC Asset Market Magellan Income Government Total Funds Equity Fund Income Stock Fund Manager Fund Fund Portfolio Portfolio ------------------------------------------------------------------------------------------------------------ Dividend and interest income $ 6,770,557 $168,533 $1,902,585 $ 168,533 $1,437,907 $2,092,691 $ 19,213 $556,005 $ 184,188 Net realized and unrealized gain(loss) 106,626,131 (950,545) - 110,543,162 (2,731,290) - 414,148 (489,940) (159,404) ----------------------------------------------------------------------------------------------------------- 113,396,688 (541,110) 1,902,585 110,711,695 (1,293,383) 2,092,691 433,361 66,065 24,784 ----------------------------------------------------------------------------------------------------------- Contributions: Participants 29,399,107 2,769,580 4,946,044 10,679,071 3,612,930 1,371,395 3,210,364 2,153,553 656,170 Employer 11,889,585 - - 11,889,585 - - - - - ----------------------------------------------------------------------------------------------------------- Total contributions 41,288,692 2,769,580 4,946,044 22,568,656 3,612,930 1,371,395 3,210,364 2,153,553 656,170 Interest on participant loans 568,154 22,112 57,491 322,777 55,836 31,057 45,331 26,079 7,471 Participant net transfers - (582,065)(10,369,778) 18,371,930 (1,352,300)(68,522,576) 29,319,384 22,683,504 10,451,901 Liquidations/ transfers to new funds - (49,137,149)(108,226,812) - 49,137,149 108,226,812 - - - ----------------------------------------------------------------------------------------------------------- Total 155,253,534(47,468,632)(111,690,470) 151,975,058 50,160,232 43,199,379 33,008,440 24,929,201 11,140,326 Distributions to terminated and withdrawing participants 27,907,619 1,227,331 4,409,943 17,784,981 863,386 2,450,487 269,544 254,039 647,908 Admin expenses 124,941 64,023 64 14,878 17,198 15,915 3,553 4,309 5,001 ------------------------------------------------------------------------------------------------------------ Change in net assets available for benefits 127,220,974 (48,759,986)(116,100,477) 134,175,199 49,279,648 40,732,977 32,735,343 24,670,853 10,487,417 Net assets available for benefits: Beginning of year 445,252,793 48,759,986 116,100,477 280,392,330 - - - - - -------------------------------------------------------------------------------------------------------------- End of year $572,473,767 $ - $ - $414,567,529 $49,279,648 $40,732,977 $32,735,343 $24,670,853 $10,487,417 ===============================================================================================================
5. Termination of the Plan Although Capital Cities/ABC, Inc. has not expressed any intent to terminate the Plan, it may be terminated at any time by action of its Board of Directors, subject to the provisions of ERISA. In the event of termination, the amounts credited to the participants' accounts become fully vested and the Trustee is required to distribute such amounts to participants or continue the trust fund and pay benefits therefrom in accordance with the provisions of the Plan. 6. Income Tax Status The Internal Revenue Service ("IRS") advised Capital Cities/ABC on March 28, 1996 that the Plan is qualified under Section 401(a) of the Internal Revenue Code ("IRC"), and therefore, its related trust is exempt from Federal income taxes under the provisions of Section 501(a) of the IRC. Participants are not subject to Federal income tax on employer contributions made to their accounts under the Plan, or on the earnings in their accounts, until amounts in their accounts are withdrawn or distributed. 7. Subsequent Events On February 9, 1996, The Walt Disney Company purchased Capital Cities/ABC, Inc. Effective March 14, 1996 the Capital Cities/ABC, Inc. Common Stock Fund was replaced by the New Disney Fund. The New Disney Fund consists of Walt Disney Company common stock which is valued at current market value. The Fund's returns are governed by the performance of Disney's common stock. Capital Cities/ABC, Inc. Savings & Investment Plan Assets Held for Investment December 31, 1995
Number Market of Units Cost Value ---------------------------------------- Fidelity Management Trust Company Funds: Capital Cities/ABC, Inc. Common Stock Fund 36,129,920 $212,715,728 $601,563,162 Asset Manager 3,183,958 46,460,743 50,465,734 Retirement Money Market Portfolio 33,617,250 33,617,250 33,617,250 Magellan Fund 596,193 42,531,986 51,260,667 Growth and Income Portfolio 1,383,970 31,034,912 37,436,377 Institutional Short-Intermediate Government Portfolio 1,108,868 10,373,063 10,678,399 Participant loans (fixed interest at prime plus - 15,377,724 15,377,724 1% for a maximum of 5 years) -------------------------- $392,111,406 $800,399,313 ==========================
Capital Cities/ABC, Inc. Savings & Investment Plan Series of Transactions in Excess of 5% of the Current Value of Plan Assets Year ended December 31, 1995
Total Cost Description Type of Number of Purchase Redemption Investments Realized of Investments Transaction Transactions Price Price Sold Gain/(Loss) - ---------------------------------------------------------------------------------------------------------------- Capital Cities/ ABC, Inc. Common Stock Fund Purchase 252 $56,446,223 $ - $ - $ - Sales 253 - 42,934,283 21,783,979 21,150,304 Magellan Fund Purchases 252 20,482,717 - - - Sales 249 - 10,934,766 9,636,897 1,297,869 Retirement Money Market Portfolio Purchases 255 19,143,771 - - - Sales 253 - 23,097,546 23,097,546 - There were no category (i), (ii) or (iv) reportable transactions during 1995.
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