Walt Disney Co – ‘8-B12B’ on 12/28/95

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Registration of Securities of a Successor Issuer   —   Form 8-B
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-B12B      Registration of Securities of a Successor Issuer       7     32K 
 2: EX-1        Underwriting Agreement                                 5     28K 
 3: EX-1        Underwriting Agreement                                 5     31K 
 4: EX-21       Subsidiaries of the Registrant                         1      5K 

8-B12B   —   Registration of Securities of a Successor Issuer
Document Table of Contents

8-B12B
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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)            

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8-B12B
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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.               

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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.                                 

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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.                                            
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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.                          

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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                                                        

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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             

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘8-B12B’ Filing		Date		First		Last			Other Filings
		12/29/95
Filed on:		12/28/95		6
		11/13/95		2		3			S-4
		11/8/95		2		3
		10/31/95		3					S-3/A
		10/1/95		4
		9/30/95		4		5			10-K/A
		7/31/95		3
		7/28/95		2
		5/5/95		4
		9/30/94		5
		3/1/94		5
		12/31/92		5
		6/30/92		5
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