Compared to CBS, ABC Is Happiest Place on Earth : Television: Disney’s acquisition has given Cap Cities employees a boost, while gloom is in the air at Black Rock after Westinghouse bid.

They’re not exactly whistling while they work at Capital Cities/ABC, but employees at the TV network here are generally enthusiastic about Disney’s $19-billion acquisition of their company--especially when they look at the mood across town at the corporate headquarters of CBS, which is being bought by Westinghouse Electric Corp. for $5.4 billion.

“People here are positive about the combining of the two companies for the future,” said one junior executive at ABC, “and even mid-level employees made six figures” on their Cap Cities stock through the company’s employee stock-purchase plan.

Cap Cities stock soared $20 a share on the day of the announcement last week, and employees will get Disney stock as part of the deal, which chairman Tom Murphy calls “a ticket to the horse race” of the communications business.

“Michael Eisner is a tough businessman,” one ABC executive said of the Walt Disney Co. chairman, “and there could be problems merging the two corporate cultures. But there’s a feeling here that this deal makes sense for both companies and that Eisner has a vision for what the company can be.”

By contrast, the mood at CBS, according to both executives and rank-and-file employees, is, as one executive put it, “dark and gloomy.”

CBS has already endured cutbacks under chairman Laurence Tisch and now faces more under Westinghouse chairman Michael H. Jordan. Many CBS employees are hoping that Ted Turner, the Seagram Co. (which owns MCA Inc.) or some other suitor will ride in with another offer to beat Westinghouse’s.

“There are people at Black Rock [as CBS’ headquarters is known]--in corporate finance, strategic planning and others--who know they’ll be ‘toast’ if Westinghouse buys CBS,” one CBS staffer said. “It’s not a happy place.”

“People here,” said a producer at CBS News, “are praying for the real Michael Jordan to come in and buy CBS.”

“The problem with the Westinghouse guys,” said a CBS executive, “is that all they’ve talked about publicly is making cuts and how much they want to own CBS stations--not about the value of owning the network. They’re going to have to sell off other businesses to buy CBS, and they haven’t articulated how they envision the network. Compared to the Disney guys, the Westinghouse guys look colorless and visionless.”

One of the most disturbing aspects for CBS employees is that Westinghouse management has not spelled out who will run the network when Westinghouse takes ownership. Peter Lund is said to want to continue in his job as president of the CBS Broadcast Group, but there is speculation that Bill Korn, the head of Westinghouse’s broadcast operations, will be brought in. Lund has a multimillion-dollar “parachute” in his contract if the network changes hands, as does Leslie Moonves, the former Warner Bros. TV chief on whom CBS is pinning many of its hopes as the network’s new head of programming.

Westinghouse executives created further anxiety by not visiting CBS News on the day of the announcement, as Tisch did when he took control of the network in 1986, and as Barry Diller did when he made a friendly bid for CBS last year that later proved unsuccessful. Westinghouse executives say that Jordan has met with Lund and some other CBS executives, but that no companywide meeting is planned because Westinghouse doesn’t own CBS yet.

By contrast, Disney signed Robert Iger, president of Cap Cities/ABC, to a new five-year contract on the day of the deal and followed its well-orchestrated news conference with a closed-circuit session for Cap Cities/ABC employees, with anchor Peter Jennings moderating questions from staffers for Eisner and Murphy.

There have been good-natured jokes at ABC News about renaming the evening newscast “It’s a Small World Tonight with Peter Jennings.” But news is the one area in which ABC personnel are expressing concerns about the Disney deal.

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“Here you have a major news division owned by a global entertainment conglomerate,” noted one ABC News producer. “They’ve said that they’re going to leave news alone, but we don’t know how they’ll view the news division in the future. And there are potential conflicts of interest in coverage. I would think it’s going to be harder to get a story about Disney on the air from now on.”

In an interview with The Times last week, Eisner called “Nightline” and other ABC News programs “profitable brand names” and praised ABC News President Roone Arledge as a visionary in news and sports. Regarding the independence of the news division, Eisner told ABC employees that his attitude was, “If it isn’t broken, don’t fix it.”

“There are some potential conflicts in our covering another controversy such as Disney’s recent battle over a Civil War theme park,” said ABC News media analyst Jeff Greenfield, “but my experience with journalists is that they’d go out of their way to cover the story to prove their independence.

“The Disney executives have said that they view a thriving, independent ABC News as an important part of ABC,” Greenfield continued. “It’s in the financial interest of the company that it remain that way.”

Eisner, a hands-on executive at Disney, worked at ABC as a programming executive 20 years ago, and some within ABC are wondering how hands-on he will be when it comes to running and programming the network. (“Am I going to get involved in programming as a cheerleader?” Eisner said to The Times. “Yes, I can’t help myself. Can I run it? Absolutely not. Bob Iger will run the network.”)

But however the relationship of the two executives plays out, the continuity--and the immediate endorsement of Iger--was important to employees.

“You had a sense that they respect what they’re buying,” said one employee. “They answered your questions. They could make cuts down the line, I suppose, but they emphasized that they see the two companies as nonduplicative. Unlike CBS, people here are not concerned for their jobs.”