Q: How can I determine my adjusted cost basis for my investment, especially if I had dividend reinvestments?
A: Click Here to access a tool that will assist you in calculating your adjusted cost basis. You will need your annual plan statements to utilize this tool. If you do not have your historical statements, please contact Disney Shareholder Services.
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Q: Can I buy or sell stock directly through Disney?
A: Yes, you can buy and sell shares through The Walt Disney Investment Plan (certain fees and minimums apply). For more information and to view the Plan prospectus, click on the link above.
Q: Can I buy just one share of stock as a gift?
A: We are aware of companies that offer the purchase of one share of Disney stock in a commemorative frame as a gift. However, we do not have any information on their services, nor is this a service offered by The Walt Disney Company.
If you wish to purchase shares in Disney, you have two purchase options. One is to purchase through The Walt Disney Investment Plan, which allows the direct purchase and sale of Disney shares. There are certain minimums and fees for participation. For more information and to view the Plan prospectus, click the link above.
Your second option is to purchase shares through the brokerage firm or financial institution of your choice.
Q: Where are your shares traded?
A: Disney common stock is traded on the New York and Pacific stock exchanges.
Q: What is the ticker symbol?
A: DIS
Q: What is the CUSIP number?
A: 254687106
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Q: When was Disney's most recent dividend paid?
A: Disney's most recent dividend was paid January 11, 2008 for all shareholders at the close of business December 7, 2007.
Q: When do I report the income associated with the dividend paid January 11, 2008?
A: You will report this dividend income when you file your 2008 tax return in calendar year 2009.
You will NOT receive a 1099-DIV or 1042S form for the 2008 dividend until January 2009..
.
Q: If I received last year's dividend, paid January 12, 2007, when will I receive my 1099-DIV form?
A: 1099-DIV forms for the dividend paid January 12, 2007 will be mailed by January 31, 2008. 1042S forms for year 2007 will be mailed the last week of February 2008.
Q: I am enrolled in the Disney Investment Plan and want to know when my dividends reinvested?
A: The reinvestment of your dividends occurred January 11, 2008. Your year-end statement will include details of this transaction.
Q: If I am not enrolled in the Investment Plan, how will my dividends be paid?
A: Dividends are paid by check or may be directly deposited into a bank account. Most domestic banks and financial institutions allow for direct deposit. For more information regarding direct deposit please click here.
* Please note that the deadline to enroll in direct deposit for the next dividend is December 1, 2008. .
Q: How can I have my dividends reinvested?
A: Dividend reinvestment is offered through Disney's Investment Plan.
To view the Investment Plan Prospectus and enrollment materials please, click here.
Q: When did The Walt Disney Company switch from a quarterly to an annual dividend?
A: Disney began paying dividends on an annual basis in 1999.
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Q: When has Disney stock split?
A:
| Record Date |
Payable Date |
Amount |
Closing,
Pre-Split Price |
June 19, 1998
April 20, 1992
February 10, 1986
December 6, 1972
February 4, 1971
October 26, 1967
August 17, 1956
|
July 9, 1998
May 15, 1992
March 5, 1986
January 15, 1973
March 1, 1971
November 15, 1967
August 20, 1956
|
3 for 1
4 for 1
4 for 1
2 for 1
2 for 1
2 for 1
2 for 1
|
$111
$152 7/8
$142 5/8
$214 1/2
$177 3/4
$105
Not Available
|
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Q: Do you have a shareholder benefit program?
A: No, we do not have a shareholder benefit program.
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Q: How can I obtain a copy of your Annual Report?
A: If you would like a hard copy of Disney's Annual Report, you may order it through our Financial Request Form. You may order up to five copies; please allow four to six weeks for delivery. You may also click here to access our Annual Reports online.
Q: How can I obtain SEC documents such as a prospectus, a 10-K, or a 10-Q?
A: SEC documents are accessible on the Internet by clicking here.
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Q: How do I receive financial information regarding Euro Disney?
A: The French company Euro Disney S.C.A., parent company of Euro Disney Associés S.C.A., operator of Disneyland Resort Paris has its own investor relations department and a dedicated Shareholders Club.
To obtain financial information about Euro Disney or Disneyland Resort Paris, you should contact:
Euro Disney S.C.A. Shareholders Club
BP 100-F-77777
Marne-la-Valleé
Cedex 4
France
Phone: 011-331-6474-5630*
From 9 a.m. to 5 p.m., Monday to Friday, Paris time
Fax : 011-331-6474-5636
www.eurodisney.com
Email : dlp.actionnaires@disney.com
Q: Where can I locate a quote on Euro Disney stock?
A: The most recent Company news and the share quotation are also available on the corporate website www.eurodisney.com.
From any browser, we invite you to launch a search on EDLPA, you will find the stock quote next to Euro Disney, Euronext Paris stock market (SRD), ISIN FR0000125874.
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Q: Where can I find Historical Financial Information?
On this web site you can access the latest -- as well as historical -- annual report, proxy statement and earnings press release.
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Q: How can I find out how many shares are in my account at this time?
A: You may access your account online by clicking here. Please note that you will be leaving Disney.com to access your account information. You will be required to register as a user on the system to access your shareholder information; once registered your account information will be available the next business day.
Also note that you must be a registered shareholder to access this system. Brokerage firm holders can determine your current account balance by contacting your brokerage firm.
Q: I enrolled in The Disney Investment Plan by making an initial cash contribution. Will I receive a confirmation or statement?
A: Yes, the Plan Administrator does send statements regarding sales, buys, and transfers for all Plan participants. Statements are mailed to participants with account activity (i.e. sale, withdrawal or purchase) on a quarterly basis. Please note that if you do not have activity on your account during any given quarter, you will not receive a statement. If you do not receive a statement for a quarter in which you had activity, and would like a duplicate, you may contact Shareholder Services. For immediate confirmation, you can access your account online by clicking here. Please note that you will be leaving Disney.com to access your account information. You will be required to register as a user on the system to access your shareholder information; once registered your account information will be available the next business day.
Q: I moved recently; how can I change the address on my account?
A: You may submit your request in writing. Download a Disney Shareholder Services Change of Address Card here. Completed cards may be sent to Disney Shareholder Services. Please note that at least one of the registered owner(s) must sign the address change card. You may contact Shareholder Services by phone as well. Please have the following information available: the names(s) of all registered owner(s), your Disney account number, the last four numbers of the tax ID number registered to the account (for verification purposes), and the address we currently have listed to your account. Please note that at least one of the registered holders must call: parties who are not listed on the account, such as brokers, cannot change the address for the holder.
Finally, you can access your account online and update your address by clicking here. Please note that you will be leaving Disney.com to access your account information. You will be required to register as a user on the system to access your shareholder information; once registered your account information will be available within 24 hours. Once you have entered the system, you can update your address accordingly.
Also note that you must be a registered shareholder to access this system. Brokerage firm holders can update their address by contacting their brokerage firm directly.
Q: I have lost my stock certificates, how do I replace them?
A: If you lost a stock certificate, or it was stolen, destroyed, or never received, we require a written letter from at least one of the registered owner(s). This letter can be sent via mail or Fax (818) 553-7210. Your written correspondence should include the name(s) of the registered owner(s), your Disney account number, and a detail of the stock certificate(s) you have lost, destroyed or were stolen. Once we receive your letter, we will mail you the appropriate affidavits for signature and notarizing. Losses in excess of 10 shares will require a bond of 2% of the market value or $25.00, whichever is greater. Your written letter may be sent to Disney Shareholder Services. Please note that at least one of the registered owner(s) must sign the letter. Requests for lost stock replacements are handled within 5 business days.
Q: I would like to receive the latest Annual Report. How do I request one?
A: All of Disney's Financial Publications including the Annual Report are available on this website. You can also order a hard copy through our Financial Request Form.
Q: I enrolled in the Disney Investment Plan, and wish to make an optional cash investment. How do I do that?
A: You may request an optional cash investment form from Disney Shareholder Services. If you send a check without the proper form, please be sure to write your account number on the check. Please be reminded that the Investment Plan Administrator has up to five business days from the date of receipt of your funds to make a purchase.
Q: How do I sign up for the automatic monthly withdrawal feature for my Disney Investment Plan account?
A: You may obtain an automatic monthly withdrawal form from Disney Shareholder Services.
Alternatively, you can access your account online and print the form by clicking here. Please note that you will be leaving Disney.com to access your account information. You will be required to register as a user on the system to access your shareholder information; once registered your account information will be available the next business day.
Once you have entered the system, choose "Sign up for Disney Investment Plan" and print the Automatic Monthly Deduction form, which is included with the enrollment form.
Also note that you must be a registered shareholder to access this system, brokerage firm holders cannot be participants in this plan.
Q: Can I get a replacement for the latest dividend check; I never received it.
A: Requests for replacement of checks greater than 180 days old will be accepted by phone. If you require a replacement dividend check less than 180 days old, please submit your request in writing. Your written correspondence should include the name(s) of the registered owner(s), your Disney account number, and a detail of the check(s) you did not receive. Your letter may be sent to Disney Shareholder Services. Please note that at least one of the registered owner(s) must sign the letter. Requests for replacement checks are handled within 20 business days.
Q: I have a stack of uncashed dividend checks that my bank won't cash, can I receive one consolidated payment for these?
A: If you require a consolidated replacement dividend check, please contact Disney Shareholder Services, or submit your request in writing. Your written correspondence should include the name(s) of the registered owner(s), your Disney account number, and all uncashed check(s). Requests for replacement checks are handled within 20 business days.
Q: I recently discovered that the social security number (or tax ID number) on my account is incorrect; how can I change this?
A: Please contact Disney Shareholder Services to request a W-9 form. Once you submit your correctly completed W-9 form, your social security number will be updated and certified to avoid further withholding.
Q: I didn't receive a statement for my last purchase with the Disney Investment Plan. May I have a duplicate?
A: Yes, you may request a duplicate statement through Disney Shareholder Services.
Q: I would like to transfer shares, how do I do that?
A: Click here for transfer instructions.
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Q: Who is the transfer agent?
A: Disney Shareholder Services
500 So Buena Vista MC 9722
Burbank, CA 91521-9722
Phone: (818) 553-7200*
Fax: (818) 553-7210
Q: Are there any charges to transfer my shares of Disney stock?
A: No.
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The Board of Directors of The Walt Disney Company has set the date and location of the Company's 2008 annual meeting of shareholders. The meeting will be held on Thursday, March 6, 2008 at the Albuquerque Convention Center, Albuquerque, New Mexico.
Q: What time will the meeting begin?
A: The meeting will begin promptly at 10 a.m. Information Desk will open at 8 a.m.
Q: What time will the doors to the Venue open?
A: The doors to the seating area will open at approximately 9 a.m.
Q: Will I need a ticket to enter the Meeting?
A: Yes. Shareholders as of the record date January 7, 2008, must request an admission ticket in advance.
Q: How do I request an admission ticket?
A: Tickets will be issued to registered and beneficial owners and to one guest accompanying each registered or beneficial owner. You may request tickets by:
- visiting disney.com/annualmeeting2008 and following the instructions provided;
- sending an e-mail to the Shareholder Services department at Corp.Shareholder.Services@Disney.com providing the name under which you hold shares of record or the evidence of your beneficial ownership of shares described below and whether you are requesting one or two tickets;
- sending a fax to (818) 553-7210 providing the name under which you hold shares of record or the evidence of your beneficial ownership of shares described below and whether you are requesting one or two tickets;
- calling Shareholder Services at (818) 553-7200 and following the instructions provided;
or - sending a request by mail to Shareholder Services, The Walt Disney Company, 500 S. Buena Vista St., MC 9722, Burbank, CA 91521 providing the name under which you hold shares of record or the evidence of your beneficial ownership of shares described below and whether you are requesting one or two tickets.
Q: If I hold my shares through a broker. How do I obtain an admission ticket to the meeting?
A: Street name (or brokerage firm) holders will need to send a written request for a ticket either by regular mail, fax or e-mail, along with proof of share ownership, such as a copy of the portion of your voting instruction form showing your name and address, a bank or brokerage firm account statement or a letter from the broker, trustee, bank or nominee holding your shares, confirming ownership.
Q: When should I expect to receive my proxy materials?
A: Materials will be mailed to shareholders of record by mid-January. You should expect to receive materials in February. Street name holders will receive proxy materials directly from their brokerage firm.
Q: Will I need to bring identification?
A: Yes, each shareholder must provide valid photo identification such as a driver's license or passport that corresponds to the ticket (or brokerage statement) he or she is presenting for entry.
Q: Can I make advance reservations for a seat?
A: No. General seating in the venue will be distributed on the day of the event on a first-come, first-served basis. We suggest that shareholders arrive prior to the start of the meeting for a seat.
Q: What will happen if the Venue fills to capacity?
A: We will be seating the venue on a first-come, first-served basis. There sould be ample seating for all shareholders.
Q: I would like to bring a guest with me, is that possible?
A: Yes, subject to space availability, the Company will permit each shareholder to bring one guest. Joint accounts, investment club accounts, etc. are also limited to one shareholder and one guest (for example, for a joint account both account holders may attend, but with no guest, or one holder may attend with a guest).
Q: I can't make it to the meeting. Can I give my ticket to some friends?
A: Tickets are non-transferable unless the registered shareholder gives a written and signed instruction to a representative who is authorized to attend and vote on the shareholder's behalf.
Q: Can I bring my camera and laptop computer into the theater?
A: No. Items such as cameras (including cell phones with photographic capabilities), portable recording devices, briefcases, backpacks, laptop computers, etc. are not permitted.
Q: Will parking be available at the Venue?
A: Yes. Complimentary parking is available at the Convention Center Garage (Martin Luther King Blvd and Broadway) with overflow parking available at the Civic Plaza garage (Marquette and 3rd Street). The parking lot is open to shareholders beginning at 6:00am on March 6th. You will receive a parking pass with the admittance ticket.
Q: Will there be accommodations for guests with special needs?
A: Yes. There will be a section for guests with wheelchairs, as well as a sign language interpreter for guests with hearing challenges.
Q: How long will the meeting last?
A: Approximately two hours.
Q: Can I ask a question at the meeting?
A: There will be a question and answer session toward the end of the meeting during which shareholders may pose questions.
Q: I am a visitor to Albuquerque. Are there any accommodations for me?
A: There are a variety of hotels in the area. Please visit http://www.itsatrip.org/lodging for more information.
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Q: What is Direct Registration System?
A: Direct Registration System (DRS) will allow Disney shareholders to hold shares directly and electronically with The Walt Disney Company without the need for a paper certificate.
Q: What are the benefits of participating in DRS?
A: DRS eliminates the need to issue a paper stock certificate. Stock certificates can be lost, misplaced or damaged and depending on the number of shares, the shareholder will have to pay for a surety bond to replace certificates. DRS also allows a more convenient way to transfer shares from and to a financial institution/broker.
Q: Is there a fee to participate in DRS?
A: No. There is no fee to participate in DRS.
Q: Can I reinvest the dividend on my DRS shares?
A: Yes, you are able to reinvest the dividend on shares held in DRS as long as you meet the minimum requirements set forth in the Disney Investment Plan prospectus. Please click here for more information.
Q: How can I participate in DRS?
A: If you have Walt Disney stock certificate(s) and would like to have them deposited to DRS, please mail your certificate(s) along with a signed letter requesting certificates(s) be deposited to DRS. For your protection, we suggest sending stock certificates via certified mail to our street address: Disney Shareholder Services, 611 N Brand Blvd, Suite 6100, Glendale CA 91203.
Q: Can I transfer my shares to and from a broker?
A: Yes. Please contact your broker to initiate the Direct Registration System transfer. Provide your broker with the following information: Your exact account registration, account number, tax identification number and The Walt Disney Company's common stock CUSIP Number – 254687106.
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Q: What are the Transactions?
A: Citadel, Alphabet Acquisition, Disney and ABC Radio Holdings have entered into an agreement under which Alphabet Acquisition will merge with and into ABC Radio Holdings and Citadel's business will combine with Disney's ABC Radio Network business of producing and distributing a variety of radio programs and formats and Disney's 22 major market radio stations, which we refer to collectively as the ABC Radio Business. The ABC Radio Business does not include the ESPN Radio and Radio Disney networks or any radio stations carrying the ESPN Radio and Radio Disney formats.
Q: What are the Steps to the Transactions?
A: First, in the separation, Disney will separate and consolidate the businesses that comprise the ABC Radio Business, through an internal restructuring, under ABC Radio Holdings, currently an indirect, whollyowned subsidiary of Disney. Second, Disney will distribute all of the outstanding common stock of ABC Radio Holdings pro rata to Disney's stockholders through a spin-off. Third, immediately after the spin-off, Alphabet Acquisition will merge with and into ABC Radio Holdings, which will become a direct, whollyowned subsidiary of Citadel, and the shares of ABC Radio Holdings common stock held by Disney stockholders will be converted into an equal number of shares of Citadel common stock in the merger. Disney (or one of its affiliates) also will retain approximately $1.1 billion to $1.35 billion in cash from the proceeds of indebtedness, which we refer to as the ABC Radio Holdings debt, that ABC Radio Holdings is expected to incur in connection with the internal restructuring and prior to the spin-off. In addition, immediately prior to the merger and pursuant to the merger agreement, Citadel has agreed to pay a special distribution only to its pre-merger stockholders.
Q: What Will Citadel Stockholders Receive in the Transactions?
A: Citadel stockholders will not receive any consideration in the merger. They will continue to hold their existing shares of Citadel common stock. Immediately prior to the merger and pursuant to the merger agreement, Citadel has agreed to pay a special distribution only to its pre-merger stockholders of record on a date that will not be earlier than two trading days prior to the closing date for the merger. Based on the number of shares that would be deemed outstanding under the merger agreement as of the trading date immediately prior to the date of this information statement/prospectus, the amount of the special distribution would be $2.46 per share. Under the agreements, there is an upward adjustment which could be as much as approximately $204 million in the aggregate, which means that the amount of the special distribution will not be adjusted to account for increases in the average closing price on the NYSE of Citadel common stock above $14.52 per share during the measurement period. See "The Transactions—Transaction Consideration—Determination of Amount of Special Distribution" beginning on page 106. See "Risk Factors" beginning on page 21.
Q: What Will Disney Stockholders Receive in the Transactions?
A: Each Disney stockholder will ultimately receive shares of Citadel common stock in the merger. As a result of the spin-off, it is currently anticipated that Disney stockholders will receive 0.0766 shares of ABC Radio Holdings common stock for each share of Disney common stock that they own, each of which will be converted in the merger into the right to receive one share of Citadel common stock. Disney stockholders will not be required to pay for the shares of ABC Radio Holdings common stock distributed in the spin-off or the shares of Citadel common stock issued in the merger. Disney stockholders will receive cash from the distribution agent in lieu of any fractional shares of ABC Radio Holdings common stock or Citadel common stock to which such stockholder would otherwise be entitled. All shares of Citadel common stock issued in the merger will be issued by either certificates delivered to the distribution agent or book entry form. The Citadel common stock is expected to continue to be listed on the NYSE under the symbol "CDL." For more information, see "The Transactions—Transaction Consideration" beginning on page 101.
Q: Where Can I Find More Information About the Indicative Tax Basis Calculation for Radio Transaction?
A: Click here.
Q: What are the Material United States Federal Income Tax Consequences to Citadel Stockholders and Disney Stockholders Resulting from the Spin-Off, the Merger and the Special Distribution?
A: Disney has received and we expect ABC Radio Holdings to receive a private letter ruling from the United States Internal Revenue Service, which we refer to as the IRS. We refer to the private letter ruling that Disney has received as the Disney IRS ruling, the letter we expect ABC Radio Holdings to receive as the ABC IRS ruling, and both letters together as the IRS rulings. The ABC IRS ruling is expected to be identical to the Disney IRS ruling in all material respects. Disney and ABC Radio Holdings have received tax opinions from Dewey Ballantine LLP, and Citadel has received a tax opinion from Kirkland & Ellis LLP, regarding certain aspects of the spin-off, the merger and the special distribution. In the Disney IRS ruling, the IRS has ruled, among other things, that stockholders of Disney generally will not recognize any gain or loss for United States federal income tax purposes upon the receipt of ABC Radio Holdings common stock in the spin-off. The IRS has also ruled, and in the opinions received from Dewey Ballantine LLP and Kirkland & Ellis LLP, counsel has concluded, among other things, that stockholders of ABC Radio Holdings will not recognize gain or loss for United States federal income tax purposes upon the conversion of shares of ABC Radio Holdings common stock into shares of Citadel common stock in the merger, except to the extent of any cash received by an ABC Radio Holdings stockholder instead of a fractional share. In addition, in the opinion received from Kirkland & Ellis LLP, counsel has concluded that the special distribution that Citadel has agreed to pay, pursuant to the merger agreement, only to pre-merger Citadel stockholders in connection with the transactions (i) will be taxable to pre-merger Citadel stockholders for United States federal income tax purposes as dividend income, to the extent paid out of Citadel's earnings and profits as calculated for United States federal income tax purposes, and (ii) to the extent the amount of the special distribution exceeds Citadel's current and accumulated earnings and profits, the excess will be treated first as a tax-free return of basis and thereafter as gain from the sale of such stock. The tax consequences described above may not apply to all stockholders. For further information regarding the material United States federal income tax consequences of the transactions to stockholders of Citadel and Disney and limitations relating to the IRS rulings and counsels' opinions, please see "The Transactions—Material United States Federal Income Tax Consequences of the Spin-Off, the Merger and the Special Distribution" beginning on page 148. Tax matters are very complicated and the consequences of the transactions to any particular stockholder will depend on that stockholder's particular facts and circumstances. Citadel and Disney stockholders are urged to consult their own tax advisors to determine their own tax consequences from the transactions.
Q: Do Citadel Stockholders Have to Take Any Further Action to Approve the Merger or Issuance of Shares?
A: No. Although Citadel stockholder approval of the merger and the issuance of Citadel common stock in the merger is required under the merger agreement and the rules of the NYSE, on February 6, 2006, the principal Citadel stockholders, holding a majority of the outstanding Citadel common stock, delivered a written consent to Citadel approving the merger and the issuance of Citadel common stock. As a result, no other votes are necessary to adopt the merger agreement and to approve the merger and the issuance of shares in connection therewith and your approval is not required and is not being requested. See "Written Consents of the Principal Citadel Stockholders" beginning on page 184.
Q: Do Disney Stockholders Have to Vote to Approve the Spin-Off or the Merger?
A: No. No vote of Disney stockholders is required or being sought in connection with the spin-off or the merger. Each of Disney and ABC Radio Holdings has adopted the merger agreement and approved the merger and other transactions contemplated thereby and has adopted the separation agreement and approved the separation, the spin-off and other transactions contemplated thereby.
Q: Can Citadel or Disney Stockholders Dissent and Require Appraisal of Their Shares?
A: No. Neither Citadel's nor Disney's stockholders have dissenters' rights under Delaware law in connection with the transactions.
Q: Are There Any Conditions to Consummation of the Merger?
A: Yes. Consummation of the merger is subject to the satisfaction or waiver of closing conditions that are contained in the merger agreement. These include Disney and ABC Radio Holdings' receipt of certain IRS rulings regarding the tax-free nature of the transactions; the receipt of tax opinions from counsel to Disney, ABC Radio Holdings and Citadel; the receipt of consents from the Federal Communications Commission, which we refer to as the FCC; the expiration or termination of any required waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, which we refer to as the HSR Act; and other customary conditions. Each of Citadel, Disney or ABC Radio Holdings may waive any of the conditions to its obligations to complete the merger. See "The Merger Agreement—Conditions to the Consummation of the Merger" beginning on page 164.
Q: When Will the Merger be Completed?
A: We expect to complete the merger in the second calendar quarter of 2007.
Q: Are There Risks Associated with the Merger?
A: Yes. Citadel may not realize the expected benefits of the merger because of the risks and uncertainties discussed in the section entitled "Risk Factors" beginning on page 21 and the section entitled "Special Note Regarding Forward-Looking Statements" beginning on page 38. Those risks include, among others, risks relating to the uncertainty that the merger will close, the uncertainty that Citadel will be able to integrate the ABC Radio Business successfully, and uncertainties relating to the performance of the combined company after completion of the merger in light of restrictions imposed by the tax sharing and indemnification agreement and the anticipated credit facilities, among other factors.
Q: Will There be Any Change to the Board of Directors or the Executive Officers of Citadel After the Merger?
A: No. The initial directors and executive officers of Citadel immediately following the closing of the merger are expected to be the directors and executive officers of Citadel immediately prior to the closing of the merger. Currently, the directors of Citadel are Farid Suleman, Katherine Brown, J. Anthony Forstmann, Theodore J. Forstmann, Michael A. Miles, Michael J. Regan, Charles P. Rose, Jr., Herbert J. Siegel and Wayne T. Smith. Citadel's chief executive officer is Farid Suleman, chief operating officer is Judith A. Ellis, chief financial officer is Robert G. Freedline, vice president—finance and principal accounting officer is Randy L. Taylor, senior vice president—finance and administration is Patricia Stratford and vice president and general counsel is Jacquelyn J. Orr. See "Information on Citadel—Directors and Officers of Citadel Before and After the Merger" beginning on page 41.
Q: Will the Instruments that Govern the Rights of Citadel and Disney Stockholders with Respect to Their Shares of Citadel Common Stock After the Merger be Different from Those that Govern the Rights of Current Citadel Stockholders?
A: No. The rights of Citadel and Disney stockholders with respect to their shares of Citadel common stock after the merger will be governed by federal and local laws and Citadel's current governing documents, including:
- the General Corporation Law of the State of Delaware;
- the restated certificate of incorporation of Citadel; and
- the amended and restated by-laws of Citadel.
Q: Is There Anything that Citadel Stockholders Need to Do Now?
A: No. Since the principal Citadel stockholders, holding a majority of the outstanding Citadel common stock, have already provided to Citadel their written consent to the adoption of the merger agreement and the transactions contemplated thereby, including the merger and the issuance of Citadel common stock, there is no further action for Citadel stockholders to take. However, Citadel stockholders should carefully read this information statement/prospectus, which contains important information about the spin-off, the merger, the ABC Radio Business, Citadel and the combined company. CITADEL STOCKHOLDERS WILL NOT BE REQUIRED TO SURRENDER THEIR EXISTING CERTIFICATES REPRESENTING CITADEL SHARES IN THE SPIN-OFF OR MERGER AND THEY SHOULD NOT SEND IN THEIR CITADEL STOCK CERTIFICATES.
Q: Is There Anything that Disney Stockholders Need to Do Now?
A: No. No vote of Disney stockholders is required in connection with the separation, the spin-off or the merger and no action by Disney stockholders is required to participate in the spin-off or the merger. However, Disney stockholders should carefully read this information statement/prospectus, which contains important information about the spin-off, the merger, the ABC Radio Business, Citadel and the combined company.
Q: Who Can Answer My Questions?
A: If you are a Citadel stockholder and you have
any questions about the merger, please contact Citadel Broadcasting Corporation
at (702) 804-5200 or at 7201 West Lake Mead Boulevard, Suite 400, Las Vegas,
Nevada 89128. If you are a Disney stockholder and you have questions regarding
your Citadel entitlement, please contact Citadel's transfer agent, BNY Mellon
at (877) 277-9935.
Q: Where Can I Find More Information About Citadel and the ABC Radio Business?
A: You can find more information about Citadel and the ABC Radio Business in the section entitled "Information on Citadel" beginning on page 40 and " Information on the ABC Radio Business" beginning on page 45 of this information/prospectus statement and from the various sources described under "Where You Can Find More Information; Incorporation by Reference" beginning on page 204.
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1 * Note: You must be 18 or older, or have the permission of your parent or guardian to dial this number.
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