As filed with the Securities and Exchange Commission on March 21, 1995
Registration No. 33-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
Form S-8
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
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Capital Cities/ABC, Inc.
(Exact name of registrant as specified in its charter)
New York 14-1284013
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification number)
77 West 66th Street, New York, New York 10023-6298
(212) 456-7777
(Address, including zip code and telephone number, including area code of
registrants principal executive offices)
EMPLOYEE STOCK PURCHASE PLAN OF
CAPITAL CITIES/ABC, INC.
(Full title of the plan)
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RONALD J. DOERFLER
Senior Vice President & Chief Financial Officer
Capital Cities/ABC, Inc.
(Name, address, including zip code and telephone number, including area code, of
agent for service)
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CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Amount maximum maximum Amount of
Title of securities to be offering price aggregate registration
to be registered registered per share offering price fee
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Common stock par value $0.10 per share.. 4,000,000 $75.33(1) $301,320,000(1) $103,904(1)
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(1) In accordance with the terms of the Employee Stock Purchase Plan (the
Plan), the purchase price per share of common stock is the lesser of (a)
85% of its fair market value on the Date of Grant (as defined in the Plan),
or (b) 85% of its fair market value on the Date of Purchase (as defined in
the Plan). In accordance with Rule 457(c) and Rule 457 (h)(1), the
aggregate offering price and the amount of the registration fee are
computed on the basis of 85% of the average of the high and low prices
reported in the consolidated reporting system on March 15, 1995, which was
$88 5/8.
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Pursuant to Rule 429 of the Rules and Regulations promulgated under the
Securities Act of 1933, the Prospectus which constitutes part of this
Registration Statement also relates to the Registrants shares of common stock
registered on Form S-8, Registration Statement No. 33-33761.
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The contents of Registration Statement No. 33-33761
are incorporated herein by reference.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits
5 --Opinion of Hall Dickler Kent Friedman & Wood
23-1 --Consent of Hall Dickler Kent Friedman & Wood (contained in their
opinion filed as Exhibit 5).
23-2 --Consent of Ernst & Young LLP.
24 --Powers of Attorney from a majority of the members of the Board of
Directors of the Company.
II-1
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of New York, and State of New York, on the 20th day of
March 1995.
Capital Cities/ABC, Inc.
By /s/ Ronald J. Doerfler
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(Ronald J. Doerfler)
Senior Vice President and
Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the date indicated.
Signature Title Date
--------- ----- ----
Principal Executive Officer:
/s/ THOMAS S. MURPHY
- ------------------------- Chairman of the Board and Chief March 20,1995
(Thomas S. Murphy) Executive Officer and Director
Principal Financial Officer:
/s/ RONALD J. DOERFLER
- ------------------------- Senior Vice President and Chief March 20,1995
(Ronald J. Doerfler) Financial Officer
Controller:
/s/ ALLAN J. EDELSON
- ------------------------- Vice President and Controller March 20,1995
(Allan J. Edelson)
Directors:
* Director March 20,1995
- -------------------------
(Robert P. Bauman)
* Director March 20,1995
- -------------------------
(Nicholas F. Brady)
* Director March 20,1995
- -------------------------
(Warren E. Buffett)
* Director March 20,1995
- -------------------------
(Daniel B. Burke)
* Director March 20,1995
- -------------------------
(Frank T. Cary)
* Director March 20,1995
- -------------------------
(John B. Fairchild)
* Director March 20,1995
- -------------------------
(Leonard H. Goldenson)
/s/ ROBERT A. IGER Director March 20,1995
- -------------------------
(Robert A. Iger)
II-2
Signature Title Date
--------- ----- ----
* Director March 20,1995
- -------------------------
(Frank S. Jones)
* Director March 20,1995
- -------------------------
(Ann Dibble Jordan)
* Director March 20,1995
- -------------------------
(John H. Muller, Jr.)
* Director March 20,1995
- -------------------------
(Wyndham Robertson)
* Director March 20,1995
- -------------------------
(M. Cabell Woodward, Jr.)
* /s/ RONALD J. DOERFLER
- -------------------------
Ronald J. Doerfler,
Attorney-in-Fact
II-3
EXHIBIT INDEX
Exhibits Page no.
- -------- --------
5 --Opinion of Hall Dickler Kent Friedman & Wood
23-1 --Consent of Hall Dickler Kent Friedman & Wood (contained in their
opinion filed as Exhibit 5).
23-2 --Consent of Ernst & Young LLP.
24 --Powers of Attorney from a majority of the members of the Board of
Directors of the Company.