Mega-Disney

'THE greatest entertainment company in the next century.''

That's how Michael Eisner, chairman of the Walt Disney Company, describes what he hopes will be the result of his astonishing $19 billion bid to buy Capital Cities/ABC.

The merger, the second-largest in the country's history, was kept carefully under wraps until the last moment, eclipsing Westinghouse Electric Corp.'s widely anticipated $5.4 billion buyout of CBS Inc., announced Tuesday.

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The Disney/ABC deal is a tremendous opportunity for both companies. Disney offers theme parks, a formula for hit movies, and successful TV shows. (It also has had its share of failures - Euro Disney, for example.) ABC brings with it 10 TV stations, 21 radio stations, and interests in cable networks such as ESPN. The companies believe they can grow faster together than they could apart. They want, most of all, to grow globally, and the deal gives them more outlets to do that.

Sponsors, who criticize much of the prime-time fare offered by the major networks, see the deal as a boon. Disney has a reputation for family-oriented TV shows and films, and Cap Cities/ABC programming is more conservative than some of its competitors, making the pair a good match. The ABC/Disney announcement also is being hailed for what it says about the American economy. Disney has $10 billion in new debt from the deal, but its cash flow will enable it to pay off the money quickly. Analysts say the mega-mergers are possible now because companies have greater cash flow and banks are able to offer loans at low interest rates.

But while we cheer the good fortune of the big and powerful, let's not forget those on the outside - the independent broadcasters, for example. What chance will they have to compete? If they become overpowered by the giants, what will that mean in terms of diversity of ideas? Let's hope that, in the rush to control more creative outlets, creativity won't be sacrificed.

FCC Commissioner Andrew Barrett sent out a warning when he said that by the year 2000, 10 to 12 companies will likely control ''everything we see, hear, and convey in entertainment, voice, and data.'' Disney, for one, has proven itself a master of marketing, but it shouldn't master what we see and hear and think.

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