-----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, C5FkPKXhJcmpTLIKqwKOe/yrFhVul1TfNc1smJC0JdfDr00JyCu4/rHiVEcal+Lm QGDT3OaJ5+55WmOgrf6QLw== 0000950157-96-000044.txt : 19960410 0000950157-96-000044.hdr.sgml : 19960410 ACCESSION NUMBER: 0000950157-96-000044 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19960205 ITEM INFORMATION: Changes in control of registrant ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19960209 SROS: NYSE SROS: PSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: CAPITAL CITIES ABC INC /NY/ CENTRAL INDEX KEY: 0000017109 STANDARD INDUSTRIAL CLASSIFICATION: TELEVISION BROADCASTING STATIONS [4833] IRS NUMBER: 141284013 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-04278 FILM NUMBER: 96514169 BUSINESS ADDRESS: STREET 1: 77 W 66TH ST CITY: NEW YORK STATE: NY ZIP: 10023 BUSINESS PHONE: 2124567777 MAIL ADDRESS: STREET 1: 77 W 66TH ST CITY: NEW YORK STATE: NY ZIP: 10023 FORMER COMPANY: FORMER CONFORMED NAME: CAPITAL CITIES COMMUNICATIONS INC DATE OF NAME CHANGE: 19860113 FORMER COMPANY: FORMER CONFORMED NAME: CAPITAL CITIES BROADCASTING CORP DATE OF NAME CHANGE: 19730531 8-K 1 FORM 8-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) February 5, 1996 Capital Cities/ABC, Inc. (Exact name of registrant as specified in its charter) New York 1-4278 14-1284013 (State or other jurisdiction (Commission File Number) (I.R.S. Employer of incorporation) Identification No.) 77 West 66th Street, New York, N.Y. 10023 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (212) 456-7777 Not Applicable (Former name or former address, if changed since last report) Item 1. Change of Control of the Registrant. On February 9, 1996, pursuant to an Amended and Restated Agreement and Plan of Reorganization (the "Reorganization Agreement") dated as of July 31, 1995, by and between The Walt Disney Company ("Disney") and Capital Cities/ABC, Inc. (the "registrant"), a wholly owned subsidiary of Disney merged with and into the registrant, with the registrant as the surviving corporation and a wholly owned subsidiary of Disney (the "Merger"). Upon consummation of the Merger, each outstanding share of Common Stock, par value $.10 per share (the "Common Stock"), of the registrant (other than shares properly dissenting from the Merger) was converted into the right to receive, at the holder's election, (i) one share of common stock of the holding company which will hold the common stock of the registrant and Disney following the transaction ("New Disney") plus $65 in cash (a "Standard Election") or (ii) subject to proration, one share of New Disney common stock plus a number of shares of New Disney common stock equal to a fraction, the numerator of which is $65 and the denominator of which is the Disney Common Stock Price (a "Stock Election"), or (iii) subject to proration, cash in an amount equal to $65 plus the Disney Common Stock Price (a "Cash Election") (collectively, the "Merger Consideration"). If a holder does not make a valid Standard Election or Stock Election, the holder will be deemed to have made a Cash Election. "Disney Common Stock Price" means an amount equal to the average of the closing sales prices of Disney common stock on each of the ten consecutive trading days immediately preceding the second trading day prior to the effective date of the transactions contemplated by the Reorganization Agreement. The transfer agent for the Common Stock has been instructed by the registrant to close the stock transfer books for the Common Stock, and trading of Common Stock on the New York Stock Exchange and the Pacific Stock Exchange is to cease at the close of business of such exchanges on the date hereof. Harris Trust Company of New York has been retained by Disney to serve as the Exchange Agent. Letters of Transmittal, together with election forms and instructions relating thereto, are expected to be provided promptly to the registrant's shareholders so that such shareholders may receive the Merger Consideration. A copy of the press release, dated February 9, 1996, issued by the registrant relating to the consummation of the Merger is attached hereto as Exhibit 99.1. Item 5. Other Events. On February 5, 1996, the registrant announced its earnings for the fourth quarter and year ending December 31, 1995. A copy of the press release, dated February 5, 1996, issued by the registrant announcing its earnings for the fourth quarter and year ending December 31, 1995 is attached hereto as Exhibit 99.2. Item 7. Financial Statements and Exhibits. (c) The following exhibits are filed with this report: 99.1. Press release of the registrant relating to the consummation of the Merger on February 9, 1996. 99.2. Press release of the registrant announcing its earnings for the fourth quarter and year ending December 31, 1995. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Capital Cities/ABC, Inc. By: /s/ Ronald J. Doerfler ----------------------- Name: Ronald J. Doerfler Title: Senior Vice President and Chief Financial Officer Dated: February 9, 1996 EXHIBIT INDEX Exhibit Number Description 99.1 Press Release of the registrant issued February 9, 1996. 99.2 Press Release of the registrant issued February 5, 1996. EX-99.1 2 PRESS RELEASE Exhibit 99.1 Capital Cities/ABC, Inc. 77 West 66th Street New York, NY 10023 PRESS RELEASE (FOR IMMEDIATE RELEASE) THE WALT DISNEY COMPANY COMPLETES ACQUISITION OF CAPITAL CITIES/ABC, INC. New York, NY, February 9, 1996--Capital Cities/ABC, Inc. (NYSE:CCB) today announced the completion of the acquisition of Capital Cities/ABC, Inc. and the merger of Capital Cities/ABC, Inc. with a wholly owned subsidiary of The Walt Disney Company (NYSE:DIS), to be called Capital Cities/ABC, Inc. Capital Cities/ABC, Inc. is now a wholly owned subsidiary of Disney. Each outstanding share of Capital Cities/ABC, Inc. Common Stock (par value of $.10 per share) was converted in the merger into the right to receive, at the holder's election, one share of Disney common stock and $65 in cash or, subject to proration, an equivalent amount of cash or stock. Harris Trust Company of New York has been retained by Disney to serve as Exchange Agent. Letters of Transmittal, together with election forms and instructions for their use, are expected to be provided promptly to Capital Cities/ABC, Inc. shareholders so that they may receive the merger consideration. The Walt Disney Company is headquartered in Burbank, California. Capital Cities/ABC, Inc. will maintain its headquarters in New York, NY. EX-99.2 3 PRESS RELEASE EXHIBIT 99.2 [Letterhead of] CAPITAL CITIES/ABC, INC. February 5, 1996 FOR IMMEDIATE RELEASE CAPITAL CITIES/ABC REPORTS EARNINGS FOR THE FOURTH QUARTER AND YEAR ENDING DECEMBER 31, 1995 Capital Cities/ABC, Inc. earnings for the fourth quarter and year ending December 31, 1995 were announced today by Thomas S. Murphy, Chairman of the Board and Chief Executive Officer. Excluding costs incurred in connection with the pending merger with The Walt Disney Company, consolidated net income per share was $1.76 in the fourth quarter of 1995, compared with $1.56 in 1994, an increase of 13%. Consolidated net income for the fourth quarter of 1995 was $234,956,000 (including the merger costs), compared with $240,570,000 reported for the same period of 1994. Including the merger costs, net income per share for the fourth quarter of 1995 was $1.53 compared with the $1.56 reported in the prior year's quarter. Merger costs consisted principally of long-term incentive compensation expense resulting from the merger-related increase in the Company's share price, as well as from costs for legal, printing and other similar expenses. Net revenues for the fourth quarter of 1995 were $2,056,526,000, an increase of 4% over 1994, with broadcasting operations also up 4%. Net revenues for the ABC Television Network increased slightly. Television station net revenues, excluding political advertising, decreased slightly reflecting soft advertising demand. ESPN continued to report significant revenue gains, while the radio operations increased slightly. Publishing revenues, excluding the effect of dispositions and start-ups, increased 8%, with the newspaper operations reporting higher gains than the specialized publications. Operating income (including merger costs) for the fourth quarter of 1995 was $366,203,000, compared with $439,620,000 reported in 1994. Excluding merger-related costs, operating income for the Company declined 4%. Broadcasting operating income, excluding merger costs, decreased 3% from 1994. Operating income for ABC Television Network decreased moderately. Television stations operating income was down significantly, reflecting the absence of substantial prior year political revenue as well as the soft marketplace. Operating income at ESPN and the radio operations increased very significantly in the fourth quarter of 1995. Publishing earnings, excluding the effect of merger costs, dispositions and start-ups, decreased 2%. Substantially higher newsprint expense at the newspapers was the primary factor in the decline. Other income, net for the fourth quarter of 1995 increased $69,479,000 from the prior year's comparable quarter, principally due to a gain on the sale of a non-operating investment and from a favorable settlement of prior years' income taxes. Excluding costs incurred in connection with the pending merger with The Walt Disney Company, consolidated net income per share for the full year of 1995 was $5.11 compared with $4.42 in 1994, an increase of 16%. Consolidated net income for the full year of 1995 was $728,636,000 (including merger costs) compared with $679,814,000 reported for the same period of 1994. Including merger costs, net income per share for 1995 was $4.73 compared with the $4.42 reported in 1994. Net revenues for 1995 increased 8% over 1994, with broadcasting operations up 9%. Net revenues for the ABC Television Network increased moderately. Television station net revenues increased slightly, reflecting soft advertising demand in the last half of 1995 and the absence of significant 1994 political advertising. ESPN continued to report significant gains, while the radio operations increased moderately. Publishing revenues, excluding the effect of dispositions and start-ups, increased 7%, with the newspaper operations reporting higher gains than the specialized publications. Operating income (including merger costs) for 1995 was $1,231,156,000, compared with $1,238,811,000 reported in 1994. Excluding merger-related costs, operating income for the Company increased 7%, with broadcasting up 8%. Operating income for the ABC Television Network increased moderately, while the television stations were down slightly as a result of 1995 marketplace softness and the absence of 1994 political advertising. Operating income at ESPN and the radio operations increased significantly in 1995. Publishing earnings, excluding merger costs and the effect of dispositions and start-ups, decreased 1% with higher newsprint expense driving the decline. During 1995, the Company entered into an agreement to merge with The Walt Disney Company. The merger has been approved by the shareholders of each company and by the Department of Justice. Consummation of the merger will occur following the approval of the Federal Communications Commission. Capital Cities/ABC operates the ABC Television Network and ten television stations, the ABC Radio Networks and 21 radio stations, and provides programming for cable television. The Company is engaged in international broadcast/cable services and television program production and distribution. Also, the Company publishes daily and weekly newspapers, shopping guides, various specialized and business periodicals, and books. Contact: Julie Hoover, Capital Cities/ABC, Inc. (212) 456-6641 CAPITAL CITIES/ABC, INC. SUMMARY STATEMENT OF CONSOLIDATED INCOME (Thousands of Dollars) (Unaudited) Three Months Ended Twelve Months Ended ------------------------ ----------------------- Dec. 31, Dec. 31, Dec. 31, Dec. 31, 1995 1994 1995 1994 -------- -------- -------- -------- Net revenues $2,056,526 $1,974,264 $6,878,558 $6,379,237 Costs and expenses Direct operating costs 1,585,606 1,490,838 5,374,606 4,967,891 Depreciation 30,185 27,843 115,761 109,128 Amortization of intangibles 17,227 15,963 65,733 63,407 Merger costs 57,305 -- 91,302 -- 1,690,323 1,534,644 5,647,402 5,140,426 Operating income 366,203 439,620 1,231,156 1,238,811 Interest expense (13,121) (14,504) (57,152) (55,070) Interest income 18,383 8,842 72,294 24,553 Other income, net 64,091 (5,388) 67,038 (2,980) Income before income taxes 435,556 428,570 1,313,336 1,205,314 Income taxes (200,600) (188,000) (584,700) (525,500) Net income $ 234,956 $ 240,570 $ 728,636 $ 679,814 Net income per share $ 1.53 $ 1.56 $ 4.73 $ 4.42 Average shares (000's) 153,895 154,040 153,960 153,890 * * * * * * * * * * * * * * * SUMMARY OF OPERATIONS BY BUSINESS SEGMENT (Thousands of Dollars) (Unaudited) Net revenues Broadcasting $1,759,779 $1,690,524 $5,727,524 $5,277,126 Publishing 296,747 283,740 1,151,034 1,102,111 Total $2,056,526 $1,974,264 $6,878,558 $6,379,237 Operating income Broadcasting $ 362,808 $ 409,784 $1,164,816 $1,127,198 Publishing 30,295 42,160 139,041 155,018 Income from operations 393,103 451,944 1,303,857 1,282,216 General corporate expense (26,900) (12,324) (72,701) (43,405) Total $ 366,203 $ 439,620 $1,231,156 $1,238,811 -----END PRIVACY-ENHANCED MESSAGE-----