Media Moguls on the March Around the Globe

WALT Disney Company's surprising bid to buy Capitol Cities/ABC represents one of the largest takeover attempts in the history of American business.

If the merger goes through, the new and expanded Disney would be an enormous force in worldwide entertainment. Its holdings would include everything from Disneyland and the classic Disney animation studio, to ABC network TV, the ESPN sports channel, and big stakes in such foreign ventures as Scandinavian Broadcasting Systems.

The proposed merger is also a symbol of a consolidation trend that has been sweeping through the media environment in recent weeks.

''This transaction is a once-in-a-lifetime opportunity to create an outstanding entertainment and media company,'' Walt Disney's chief executive officer Michael Eisner said in a statement.

As a result of the purchase, which has already been approved by both company's boards, Capital Cities/ABC will become a wholly owned subsidiary of The Walt Disney Company.

Mr. Eisner, who worked for ABC for many years as head of children's programming under Barry Diller, said the merger would put Disney in a strong position to compete internationally.

''The Walt Disney Company will now have more global outlets to provide the highest quality entertainment, news and sports programming,'' said Eisner.

Analysts and executives on both coasts were shocked when just after 8 a.m. Eastern time yesterday, news alerts flashed across the Associated Press wire: Walt Disney Company to buy Capital Cities/ABC.

''We were sitting here stunned in disbelief,'' says a senior CBS executive. ''We're clearly dismayed that they're not going to buy CBS, which was also rumored.''

Although most industry analysts' initial assessments were very positive, the implications of the sale are far from clear.

''The deal gives Disney an amazing capability,'' says Joseph Turow, professor of communications at the University of Pennsylvania's Annenberg School of Communication.

''It is a really nice match that is better for Disney than CBS would have been.''

''Strategically, it makes a lot of sense,'' says Tim Wallace, vice present and entertainment/media analyst for S.G. Warburg & Co. ''The financial interests and syndication rules keep the networks from producing and distributing their own shows and Disney specializes in producing their own programming.''

But industry analysts note that Disney is notoriously tight-fisted, which could impact, among other things, ABC's top-rated news programs.

''Disney has a reputation for being unbelievably cheap,'' says the CBS executive. ''I don't know if that means largess for ABC or not.''

''Disney runs a very big, very tight ship but they will not destroy one of ABC's best assets, its news division,'' says Wallace. ''They are not buying ABC to destroy or liquidate it, they want ABC to remain the biggest and strongest network in the country.''

The deal is also another indication that as Congress prepares to almost completely deregulate the telecommunications marketplace, fewer and larger companies will come to dominate the media marketplace.

''Size is becoming the be-all and end-all in this industry,'' says Dr. Turow, noting the recent sale of Multimedia to Gannett. ''This has been the biggest year of mergers, in terms of costs, in history.'' Turow says ABC has been more aware of the new media environment than the other two networks. ''ABC is a well-run company that has a lot of stakes outside of television,'' says Turow. ''They are very aware that the networks are on an inevitable downward slide.''

Capital Cities/ABC already owns large stakes in three major cable channels: ESPN, A&E, and the Lifetime Channel. It also owns eight local television stations, 21 radio stations and three newspapers.

Disney, which already produces ABC's top-rated show, ''Home Improvement,'' owns Walt Disney Pictures, Touchstone Pictures, Hollywood Pictures, and Miramax in addition to its two theme parks.

It also owns the National Hockey League team, the Anaheim Mighty Ducks, and has just bought 25 percent of the California Angels baseball team.

''We knew this was a perfect marriage,'' says Steve Bollenbach, Disney's chief financial officer. ''You're putting together the finest producer of family entertainment content with the best distribution capabilities in the world that are also most economical.''

Disney borrowed more than $10 billion dollars to finance the $19 billion purchase. Capital Cities/ABC stockholders will receive one share of Disney common stock and $65 in cash for each of their shares.

Bollenbach insists that will not overburden Disney with debt.

''That's not a heavy debt load,'' he says. ''The only other people who are as interested in this as reporters are right now are bankers who want to pour more money into the company.''

The sale still must be approved by regulators at the Federal Communications Commission and by the shareholders of both companies.

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