In a new bid to get in on the Internet stock boom, the Walt Disney Co. said yesterday it will create a new company called Go.com by taking full ownership of Infoseek Corp. and merging it with Disney's many and scattered Web properties.

Under the terms of the deal, Disney plans to purchase the 57 percent of Infoseek it doesn't own and create a class of common stock to be traded under the symbol GO on the New York Stock Exchange. Disney would retain majority ownership in Go.com. For each share of Infoseek they currently own, Infoseek investors would get 1.15 shares of the new company.

Disney's Web sites are now valued as part of Disney's main stock, which has dropped in recent months. Its other Web vehicle, Infoseek, has not done well on the market either despite heavy investment and the joint launching with Disney of a new Web portal site, Go Network, in January.

In a sign of how hard it is for traditional companies to harness Internet stock mania, investors did not react with enthusiasm to yesterday's announcement. Though the move was not unexpected, they sent shares of Infoseek down about 10 percent, from $51.50 to $45.93 3/4. Disney shares were virtually unchanged at $27.81 1/4.

Analysts said the deal values Infoseek at $52 a share, only a slight premium over its $47 value when the market closed last Friday.

The assets that Disney plans to turn over to the new company include its Web sites Disney.com, Disney Blast, Family.com, the Disney Store Online and ABC.com and such off-line properties as Disney's merchandise catalogue and order-filling operation.

In a telephone interview, Disney chairman Michael Eisner called the Disney brand name the "lifeblood" of the global entertainment empire and said creation of Go.com would give investors a role in deploying that "critical asset" to the Internet.

He noted that the stock market had already boosted Infoseek shares after Disney officials disclosed three weeks ago that they were contemplating the move. "This may be buy on the rumor and sell on the business," he said. "We are benchmarking it [Infoseek stock] at $38 a share. I think it will become clearer and clearer as time goes by how reasonable this deal is."

Disney officials predicted that Go.com would have revenue of $350 million this year and double that by 2000.

Eisner said Disney is investing heavily on the Web and positioning itself for the future world of "broadband" Internet access, when data will be transmitted faster and full-motion video could be accessible to consumers with the click of a mouse. "In the broadband world, content will reign," he predicted.

Financial analysts have been lukewarm about the Infoseek-Disney partnership since it launched Go Network in January. While traffic to the network has grown, its advertising revenue has been flat -- a trend company officials attributed to advertisers taking a wait-and-see attitude. Also, the Go Network lost several top executives in March and April amid reports of tensions between the management teams of Disney and Infoseek.

Go Network also has drawn criticism for technical glitches, such as its frequently dysfunctional e-mail service. But Eisner said hiccups are inevitable in any online venture that is barely six months old. He predicted Disney's enormous bank of video and creative assets will eventually give Go.com an edge over competitors that lack offline partners, such as Yahoo and Lycos.

Details of the Deal

* Disney Is buying the 57 percent of Infoseek it doesn't already own and combining it with its own Internet assets. The new company will be called Go.com.

* Value of deal: $1.62 billion

* What shareholders will get: Disney will swap 1.15 shares of Go.com (ticker GO on the NYSE) for each Infoseek share.

* Ownership: Disney will have a 72 percent stake in Go.com.

* Final approval: The deal requires the approval of Disney shareholders and non-Disney Infoseek shareholders.

SOURCE: Infoseek, Disney, Bloomberg News