EXHIBIT 99.5
The Walt Disney Company
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
JANUARY 4, 1996
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A Special Meeting of Stockholders (the "Disney Meeting") of The Walt Disney
Company, a Delaware corporation ("Disney"), will be held starting at 10:00
a.m., local time, on January 4, 1996, at The Waldorf-Astoria Hotel, 301 Park
Avenue, New York, New York. Attendance at the Special Meeting will be limited
to stockholders of record on November 10, 1995, or their proxies, beneficial
owners having evidence of ownership on that date and invited guests of Disney.
The purposes of the meeting are:
1. To consider and vote upon a proposal (the "Disney Proposal") to
approve and adopt (i) an Amended and Restated Agreement and Plan of
Reorganization, dated as of July 31, 1995, (the "Reorganization
Agreement"), by and between Disney and Capital Cities/ABC, Inc., a New York
corporation ("Capital Cities"), and (ii) an Agreement and Plan of Merger
among DC Holdco, Inc., a Delaware corporation ("New Disney"), Disney and
DCA Merger Corp., a Delaware corporation and a wholly owned subsidiary of
New Disney ("DCA Merger Corp."). The Reorganization Agreement contemplates,
among other things, that (a) DCA Merger Corp. will be merged with and into
Disney and DCB Merger Corp., a New York corporation and a wholly owned
subsidiary of New Disney, will be merged with and into Capital Cities, with
the result that Disney and Capital Cities will become wholly owned
subsidiaries of New Disney, (b) each outstanding share of Disney common
stock, par value $0.025 per share ("Disney Common Stock"), will be
converted into one share of New Disney common stock, par value $0.01 per
share ("New Disney Common Stock"), (c) each outstanding share of Capital
Cities common stock, par value $0.10 per share, at the election of each
Capital Cities shareholder and subject to certain limitations, will be
converted into the right to receive (i) one share of New Disney Common
Stock and cash in the amount of $65, (ii) 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 an
amount equal to the average of the closing sales prices of Disney Common
Stock on the New York Stock Exchange Composite Tape on each of the ten
consecutive trading days immediately preceding the second trading day prior
to the date of the Effective Time (as defined in the Joint Proxy
Statement/Prospectus attached to this Notice) (the "Disney Common Stock
Price"), or (iii) cash in an amount equal to $65 plus the Disney Common
Stock Price;
2. To consider and vote upon a proposal to adopt the 1995 Stock Incentive
Plan and the rules relating thereto (the "1995 Plan"), and an amendment to
the 1990 Stock Incentive Plan and the rules relating thereto (the "1990
Plan"), to conform the 1990 Plan to the proposed 1995 Plan (collectively,
the "Disney Option Proposal"); and
3. To transact such other business as may properly come before the Disney
Meeting or at any adjournments or postponements thereof.
The maximum amount of cash to be paid as merger consideration to Capital
Cities shareholders may be increased in Disney's sole discretion at any time
prior to the fifth business day following the deadline for submission of
elections by Capital Cities shareholders. See "THE REORGANIZATION AGREEMENT--
Capital Cities Merger Consideration" in the accompanying Joint Proxy
Statement/Prospectus.
The terms of the Disney Proposal and the New Disney Common Stock to be
issued in connection therewith, as well as the Disney Option Proposal, are
described in detail in the accompanying Joint Proxy Statement/Prospectus. To
ensure that your vote will be counted, please complete, date and sign the
enclosed proxy card and return it promptly in the enclosed postage-paid
envelope, whether or not you plan to attend the Disney Meeting. You may revoke
your proxy in the manner described in the accompanying Joint Proxy
Statement/Prospectus at any time before it is voted at the Disney Meeting.
In the event that there are not sufficient votes to approve the Disney
Proposal, it is expected that the Disney Meeting will be postponed or
adjourned in order to permit further solicitation of proxies by Disney.
Holders of record of shares of Disney Common Stock at the close of business
on November 10, 1995, the record date for the Disney Meeting, are entitled to
notice of and to vote at the Disney Meeting or at any postponements or
adjournments thereof. The affirmative vote of the holders of a majority of the
outstanding shares of Disney Common Stock is required to approve the Disney
Proposal. The affirmative vote of a majority of the shares of Disney Common
Stock represented in person or by proxy and entitled to vote on the Disney
Option Proposal is required to approve the Disney Option Proposal.
By Order of the Board of Directors
/s/ Marsha L. Reed
Marsha L. Reed
Corporate Secretary
Burbank, California
November 13, 1995
IMPORTANT
Whether or not you plan to attend the Disney Meeting in person, please
complete, sign, date and return the enclosed Proxy Card as soon as possible. A
return envelope is provided for your convenience. You may revoke your Proxy at
any time before it is voted by delivering to the Corporate Secretary of Disney
at 500 South Buena Vista Street, Burbank, California 91521 a signed notice of
revocation or a later dated signed Proxy Card or by attending the Disney
Meeting and voting in person.
DO NOT SEND IN ANY STOCK CERTIFICATES WITH YOUR PROXY CARD.
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