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Walt Disney Co · S-3 · On 5/14/98 · EX-4.10

Filed On 5/14/98   ·   Accession Number 1047469-98-20214   ·   SEC File 333-52659

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  As Of                Filer                Filing    For/On/As Docs:Size              Issuer               Agent

 5/14/98  Walt Disney Co                    S-3                   19:1.1M                                   Merrill Corp/New/FA

Registration Statement for Securities Offered Pursuant to a Transaction   —   Form S-3
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-3         Registration Statement for Securities Offered         37    217K 
                          Pursuant to a Transaction                              
 2: EX-1.1      Underwriting Agreement                                21    105K 
 3: EX-1.5      Underwriting Agreement                                70    219K 
 4: EX-4.1      Instrument Defining the Rights of Security Holders    10     58K 
12: EX-4.10     Instrument Defining the Rights of Security Holders     2     16K 
 5: EX-4.2      Instrument Defining the Rights of Security Holders    17     64K 
 6: EX-4.4      Instrument Defining the Rights of Security Holders    82    345K 
 7: EX-4.5      Instrument Defining the Rights of Security Holders    94    342K 
 8: EX-4.6      Instrument Defining the Rights of Security Holders    30     96K 
 9: EX-4.7      Instrument Defining the Rights of Security Holders    35    108K 
10: EX-4.8      Instrument Defining the Rights of Security Holders    34    108K 
11: EX-4.9      Instrument Defining the Rights of Security Holders    31    110K 
13: EX-5.1      Opinion re: Legality                                   7     28K 
14: EX-12.1     Statement re: Computation of Ratios                    1     12K 
15: EX-23.2     Consent of Experts or Counsel                          1      8K 
16: EX-23.3     Consent of Experts or Counsel                          1      8K 
17: EX-25.1     Statement re: Eligibility of Trustee                   4     23K 
18: EX-25.2     Statement re: Eligibility of Trustee                   5     22K 
19: EX-25.3     Statement re: Eligibility of Trustee                   6     33K 


EX-4.10   —   Instrument Defining the Rights of Security Holders

EX-4.101st Page of 2TOCTopPreviousNextBottomJust 1st
 

EXHIBIT 4.10 SPECIMEN COMMON STOCK CERTIFICATE ---NUMBER--- [PICTURE] ---SHARES--- ------------ ------------ COMMON PAR VALUE $.01 SEE REVERSE FOR CERTAIN DEFINITIONS ---------------- CUSIP 254687 10 6 ---------------- INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE THE WALT DISNEY COMPANY THIS CERTIFICATE IS TRANSFERABLE IN THE CITY OF BURBANK OR NEW YORK THIS CERTIFIES THAT IS THE RECORD HOLDER OF FULL-PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK OF THE WALT DISNEY COMPANY, TRANSFERABLE ON THE SHARE REGISTER OF THE CORPORATION BY THE HOLDER HEREOF IN PERSON OR BY DULY AUTHORIZED ATTORNEY UPON SURRENDER OF THIS CERTIFICATE PROPERLY ENDORSED. THIS CERTIFICATE IS NOT VALID UNTIL COUNTERSIGNED BY THE TRANSFER AGENT AND REGISTERED BY THE REGISTRAR. [SEAL] WITNESS THE SEAL OF THE CORPORATION AND THE SIGNATURES OF ITS DULY AUTHORIZED OFFICERS. --------- Countersigned and Registered: Dated: THE WALT DISNEY COMPANY --------- (Burbank, CA) Transfer Agent and Registrar /s/ Jennifer E LaGrow /s/ Marsha L. Reed /s/ Michael D. Eisner Authorized Signature Secretary Chairman of the Board
EX-4.10Last Page of 2TOC1stPreviousNextBottomJust 2nd
THE WALT DISNEY COMPANY ANY SHAREHOLDER MAY OBTAIN, WITHOUT CHARGE, BY REQUEST TO THE OFFICE OF THE SECRETARY OF THE CORPORATION, A COPY OF A STATEMENT OF THE RIGHTS, PREFERENCES, PRIVILEGES AND RESTRICTIONS GRANTED TO OR IMPOSED UPON EACH CLASS OR SERIES OF SHARES AUTHORIZED TO BE ISSUED BY THE CORPORATION AND UPON THE HOLDERS THEREOF. THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER HEREOF TO CERTAIN RIGHTS AS SET FORTH IN A RIGHTS AGREEMENT BETWEEN THE WALT DISNEY COMPANY AND THE BANK OF NEW YORK, AS RIGHTS AGENT, DATED AS OF NOVEMBER 8, 1995 (THE "RIGHTS AGREEMENT"), THE TERMS OF WHICH ARE INCORPORATED HEREIN BY REFERENCE AND A COPY OF WHICH IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICE OF THE WALT DISNEY COMPANY. UNDER CERTAIN CIRCUMSTANCES, AS SET FORTH IN THE RIGHTS AGREEMENT, SUCH RIGHTS WILL BE EVIDENCED BY SEPARATE CERTIFICATES AND WILL NO LONGER BE EVIDENCED BY THIS CERTIFICATE. THE WALT DISNEY COMPANY WILL MAIL TO THE HOLDER OF THIS CERTIFICATE A COPY OF THE RIGHTS AGREEMENT WITHOUT CHARGE WITHIN FIVE DAYS AFTER RECEIPT BY IT OF A WRITTEN REQUEST THEREFOR. UNDER CERTAIN CIRCUMSTANCES AS PROVIDED IN THE RIGHTS AGREEMENT, RIGHTS ISSUED TO OR BENEFICIALLY OWNED BY ACQUIRING PERSONS OR THEIR ASSOCIATES OR AFFILIATES (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT) OR ANY SUBSEQUENT HOLDER OF SUCH RIGHTS MAY BECOME NULL AND VOID AS PROVIDED IN SECTION 11(a) (ii) OF THE RIGHTS AGREEMENT. The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations: [Enlarge/Download Table] TEN COM -- as tenants in common UNIF GIFT MIN ACT -- .................Custodian.................. TEN ENT -- as tenants by the entireties (Cust) (Minor) JT TEN -- as joint tenants with right of under Uniform Gifts to Minors survivorship and not as tenants Act......................................... in common (State) UNIF TRF MIN ACT -- .............Custodian (until age..........) (Cust) .....................under Uniform Transfers (Minor) to Minors Act............................... (State) Additional abbreviations may also be used though not in the above list. FOR VALUE RECEIVED,__________________hereby sell, assign and transfer unto PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE ---------------------------------- ---------------------------------- -------------------------------------------------------------------------------- (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE) -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- --------------------------------------------------------------------------Shares of the common stock represented by the within Certificate, and do hereby irrevocably constitute and appoint ------------------------------------------------------------------------Attorney to transfer the said stock on the books of the within named Corporation with full power of substitution in the premises. Dated ------------------------------ X ---------------------------------------- X ---------------------------------------- NOTICE: THE SIGNATURE(S) TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME(S) AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER. SIGNATURE(S) GUARANTEED By ------------------------------------------------ THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM), PURSUANT TO S.E.C. RULE 17Ad-15.

Dates Referenced Herein   and   Documents Incorporated By Reference

Referenced-On Page
This S-3 Filing   Date First   Last      Other Filings
11/8/952
Filed On / Filed As Of5/14/9810-Q
 
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Filing Submission 0001047469-98-020214   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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