Walt Disney Co – ‘8-B12B’ on 12/28/95 – EX-1

As of:  Thursday, 12/28/95   ·   Accession #:  1001039-95-3   ·   File #:  1-11605

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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 

EX-1   —   Underwriting Agreement
Exhibit Table of Contents

EX-1
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                                                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."                                      

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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                      

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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.                                                                  

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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                           

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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."                                                         

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Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘8-B12B’ Filing		Date		First		Last			Other Filings
		6/30/99		2					10-K/A,  10-Q
		12/29/95
Filed on:		12/28/95
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