INSIDERS SPLIT ON BID TO GRAB MOUSE HOUSE.

Byline: Valerie Kuklenski Staff Writer

Entertainment industry insiders Wednesday were divided Wednesday over how Comcast Corp.'s hostile takeover bid for The Walt Disney Co. will play out - some saw it as a pipe dream that won't pass muster with stockholders while others viewed it as a textbook case for successful corporate synergy.

The stock deal laid out to Disney's board by Comcast chief executive Brian Roberts leaves plenty of cash in the bank for mergers and acquisitions by the nation's largest cable provider. With federal regulations likely to block Comcast from absorbing any other cable systems, it's all about content now.

``It will probably open the door for a lot of deals this year, and if you've got a big library, which Disney doesn't, ... it may incredibly increase the value of the company,'' one movie industry insider said. ``I think people are shopping (and) I think this is going to kick up the value of the companies that are out there.''

One Hollywood source said Disney is not Comcast's only conquest in Hollywood.

``Comcast has been talking to plenty of people about deals,'' he said.

MGM/UA is one that is ripe for the picking, insiders say, because its 4,000-title library would feed the video-on-demand machinery Comcast is capable of selling to subscribers, compared with Disney's 450 or so mostly family-friendly titles. The Disney deal, if approved, should not prevent Comcast from taking in more companies.

``They've got a lot of room in that wallet,'' one tech expert said, even if Comcast were to spend billions upgrading aging cable infrastructures it inherited from TCI and AT&T.

Gary Brooks, a national advertising sales rep for ABC owned-and-operated TV affiliates, said employees in his office were hesitant to draw conclusions about what the deal would mean to the Disney-owned broadcast properties until more information is made public.

But he said he sees ongoing potential for cross-promotion, reuse of programming on different outlets and sales packaging.

``Disney is tremendous with synergy, which includes ABC O&Os, ESPN and its other cable properties,'' Brooks said. ``I think the same would be true with Comcast.''

Film industry publicist Tony Angellotti questioned whether his fellow Disney shareholders will accept the proposal, even in light of Disney's recent boardroom tensions between CEO Michael Eisner and Roy Disney, the last member of the founding family to hold a seat on the board. Disney resigned in December, having made clear his displeasure with Eisner's performance in the past few years.

``I can't understand how Comcast could muster Wall Street favor to do this unless they think dissatisfaction is so high among investors that they see this as the only way to get Eisner out,'' Angellotti said.

Recalling Roberts' remarks Wednesday morning about low returns from fourth-rated ABC and the substandard quality of Disney's latest animated productions, Angellotti said, ``That sounds like Roy Disney and (his resigned board ally) Stanley Gold talking.''

He said there is no doubt ABC is underperforming, and he suspects that is the main reason behind the timing of Comcast's move. But he remains hopeful about the animation division rebounding from its current slump, even without an alliance with CGI powerhouse Pixar.

``Remember, in the '70s they had a downturn, and they had downturns during Walt's time,'' Angellotti said of the studio's legendary animation arm. ``They will always come back - someday, if not quickly.''

He said for years no one in the business spoke ill of Disney, save some employees' complaints about salaries. But that has changed in the past 10 years, as Disney weathered the untimely death of President Frank Wells, the acrimonious departure of Jeffrey Katzenberg to form DreamWorks, and the unsuccessful presidency of Michael Ovitz, who left with a $100 million severance package.

Valerie Kuklenski, [phone]

valerie.kuklenski(at)dailynews.com