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DISNEY TO COMPLETE ACQUISITION OF CAPITAL CITIES/ABC

BURBANK, Calif., Feb. 8 /PRNewswire/ -- The Walt Disney Company (NYSE: DIS) announced today it will move promptly to complete its acquisition of Capital Cities/ABC, Inc. (NYSE: CCB) within the next two business days. The Federal Communications Commission earlier today approved the transfer to Disney of Capital Cities radio and television licenses, but denied Disney's request for a permanent waiver of newspaper/radio cross ownership rules to permit Disney to retain Capital Cities' existing radio and newspaper operations in Fort Worth and Detroit. Disney earlier had announced its intention to divest its Los Angeles television station KCAL-TV, which was also a condition to the FCC approval.

"This is a terrific day for stockholders of both organizations," Eisner said. "We are pleased that the Federal Communications Commission approved the acquisition, although we are naturally disappointed that the Commission did not grant our requests for permanent waivers for Fort Worth and Detroit. However, we are encouraged that the Commission plans to reexamine the cross-ownership rule and we are hopeful that it will ultimately allow us to retain the properties in the two cities.

"Our complementary businesses -- each with brand names recognized and respected worldwide -- are a perfect fit, with Disney as a leading content provider and Capital Cities/ABC as a leading distributor of quality programming. Capital Cities/ABC has an outstanding management team, headed by Bob Iger, already in place and that team will continue to bring high quality programming to viewers."

Stockholders of Disney and Capital Cities/ABC voted their approval of the acquisition January 4, and the Department of Justice also completed its review last month.

Notices and election forms will be mailed early next week advising Capital Cities shareholders of their options for payment of the merger price. Under the terms of the acquisition, Capital Cities shareholders will be entitled to choose one share of Disney stock plus $65 in cash for each share of Capital Cities common stock, or, subject to proration, all stock or all cash.

Shareholders electing all stock will receive, subject to proration if stock is oversubscribed, 2.048 Disney shares for each share of Capital Cities stock.

Shareholders electing all cash will receive, subject to proration if cash is oversubscribed, $127 for each share of Capital Cities stock.

For purposes of the stock and cash elections, the Disney stock was valued at $62 based on a formula set forth in the acquisition agreement.

The deadline for returning the election forms stating the shareholder's choice is March 7th.

Harris Trust Company of New York will serve as exchange agent for Capital Cities shareholders.

No action is required by Disney stockholders.

Completion of the acquisition culminates a process that started July 31, 1995, when Eisner and Capital Cities/ABC and CEO Thomas S. Murphy announced an agreement to merge.
 -0- 2/8/96


/CONTACT: John Dreyer of The Walt Disney Company, 818-560-5300/

(DIS CCB)

CO: The Walt Disney Co.; Capital Cities/ABC Inc. ST: California IN: ENT SU: TNM

SS-JP -- LATH071 -- 7006 02/08/96 17:12 EST
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Publication:PR Newswire
Date:Feb 8, 1996
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