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 17K
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 109K
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 111K
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 9K
17: EX-25.1 Statement re: Eligibility of Trustee 4 23K
18: EX-25.2 Statement re: Eligibility of Trustee 5 23K
19: EX-25.3 Statement re: Eligibility of Trustee 6 33K
EX-4.10 — Instrument Defining the Rights of Security Holders
| EX-4.10 | 1st Page of 2 | TOC | ↑Top | Previous | Next | ↓Bottom | Just 1st |
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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
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 |
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| This ‘S-3’ Filing | | Date | | First | | Last | | | Other Filings |
|---|
| |  |
| Filed on: | | 5/14/98 | | | | | | | 10-Q |
| | 11/8/95 | | 2 |
| List all Filings |
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