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PINELANDS, INC. TO ACQUIRE KCAL-TV FROM THE WALT DISNEY COMPANY IN EXCHANGE FOR STOCK; DISNEY TO BECOME 45 PERCENT STOCKHOLDER IN PINELANDS

   PINELANDS, INC. TO ACQUIRE KCAL-TV FROM THE WALT DISNEY COMPANY IN EXCHANGE FOR STOCK; DISNEY TO BECOME 45 PERCENT STOCKHOLDER IN PINELANDS
    SECAUCUS, N.J., March 30 /PRNewswire/ -- Pinelands, Inc. (NYSE: PL) and The Walt Disney Company (NYSE: DIS) announced today that they have entered into a definitive agreement under which Pinelands would acquire KCAL-TV (Channel 9), The Walt Disney Company's independent Los Angeles television station, in exchange for the Disney company receiving approximately 13.7 million newly issued shares of Pinelands common stock and 350,000 shares of a new series of a junior participating convertible preferred stock.  The agreement would result in The Walt Disney Company holding, after issuance, an ownership in Pinelands of approximately 45 percent.
    Larry Fraiberg, Pinelands' chairman and chief executive officer, said, "The combination of WWOR-TV with KCAL-TV is an outstanding business fit that provides Pinelands with established independent stations in the top two television markets in the United States.  The two stations' market mix will enhance our ability to purchase desirable programming from independent third parties as well as create the opportunity to expand original programming."
    "The combination of these top independent stations on both coasts will create a new broadcasting entity more powerful than the two stand- alone stations, and allow for a wealth of programming opportunities," said Richard Frank, president of The Walt Disney Studios.  "We at The Walt Disney Company look forward to active participation in this exciting new enterprise."
    Under the agreement, the Pinelands' board of directors will consist of a total of nine directors, four of whom will be proposed by the Disney company and five of whom will be proposed by Pinelands.  Not more than two of these directors will be Disney company employees, two will be Pinelands executives and the remaining five will be independent directors not affiliated with Pinelands or The Walt Disney Company, of which Pinelands will propose three and the Disney company will propose the remainder.
    Subject to certain exceptions, The Walt Disney Company has agreed to restrictions on the further acquisition of Pinelands voting securities and other standstill provisions for so long as it owns 10 percent or more of Pinelands voting securities.  The Walt Disney Company has also agreed that, subject to Pinelands compliance with the agreement, it will vote its Pinelands shares on all matters submitted to a stockholder vote, at its option, either as recommended by the Pinelands board or proportionately with the public stockholders.
    Consummation of the transaction is conditioned upon, among other things, the approval by the Federal Communications Commission of the transfer of KCAL's broadcast license to Pinelands and the approval of Pinelands' stockholders at a meeting expected to be held sometime this summer.
    The definitive agreement for the transaction, as well as a related governance agreement, which contains rights for the Pinelands board of directors to terminate the agreements under certain circumstances, will be filed by Pinelands with the Securities & Exchange Commission in a Form 8-K.
    KCAL-TV was acquired by The Walt Disney Company in 1988.  Prime 9 News, the first and only three-hour prime time news program in the nation, is the centerpiece of KCAL's evening schedule.  KCAL-TV also broadcasts games for the Los Angeles Lakers.  The children's schedule features the highly successful two-hour animated Disney Afternoon.
    WWOR-TV broadcasts a variety of sports, news, syndicated and original programming.  The station carries the New York Mets baseball games and currently airs over 27 hours weekly of its own programming. WWOR holds off-network broadcast rights in its market to programs such as "The Cosby Show", "Married...With Children" and "Who's The Boss."
    Pinelands, Inc. is a holding company whose subsidiary's primary business is the ownership and operation of WWOR-TV, an independent VHF television station licensed to New Jersey, broadcast across the tri-state area, the largest television market in the United States.  The WWOR-TV signal is also transmitted by an independent third party via satellite to cable systems in forty-nine states.
    -0-                   3/30/92
    /CONTACT:  Erwin Okun of The Walt Disney Company, 818-560-5400, and Joele Frank of Ogilvy Adams & Rinehart, 212-557-0100, for Pinelands/
    (PL DIS) CO:  Pinelands, Inc.; The Walt Disney Company ST:  New Jersey, California IN:  ENT SU:  TNM SM -- NY097 -- 3090 03/30/92 17:17 EST
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Publication:PR Newswire
Date:Mar 30, 1992
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