U.S. Securities and Exchange Commission
Washington, D.C. 20549
NOTICE OF EXEMPT SOLICITATION
Submitted pursuant to Rule 14a-6(g)
1. Name of the Registrant:
The Walt Disney Company
2. Name of person relying on exemption:
Roy E. Disney, Patricia A. Disney, Roy P. Disney, Susan Disney Lord,
Abigail E. Disney, Timothy J. Disney, Shamrock Holdings, Inc., Shamrock
Holdings of California, Inc. and Stanley P. Gold
3. Address of person relying on exemption:
4444 Lakeside Drive, 2nd Floor, Burbank, California 91505
4. Written materials. Attach written materials required to be submitted
pursuant to Rule 14a-6(g)(1):
The attached letter was issued on January 27, 2004.
AN OPEN LETTER TO OUR FELLOW DISNEY SHAREHOLDERS
FROM ROY E. DISNEY AND STANLEY P. GOLD
ROY E. DISNEY
STANLEY P. GOLD
4444 Lakeside Drive
Burbank, CA 91505
January 27, 2004
Dear Fellow Walt Disney Company Shareholders:
Now is the time for all Disney shareholders to take the first step to
bring needed change to The Walt Disney Company. We ask each of you to join
us in our campaign to change senior management's and the Board's "business
as usual" attitude at Disney.
JOIN US IN VOTING NO ON THE RE-ELECTION OF MICHAEL EISNER, GEORGE
MITCHELL, JUDITH ESTRIN, AND JOHN BRYSON AS DIRECTORS AT THE WEDNESDAY,
MARCH 3 ANNUAL MEETING OF SHAREHOLDERS IN PHILADELPHIA.
Eight weeks ago, we resigned from the Board of Directors to vividly
demonstrate our dissatisfaction with the direction and management of The
Walt Disney Company. Our resignation letters, which can be easily accessed
on our website www.savedisney.com, describe in detail our reasons. IN
PARTICULAR, OUR ONGOING CONCERN IS THAT THE COMPANY'S SENIOR MANAGEMENT HAS
BEEN UNABLE TO GENERATE LONG-TERM GROWTH AND PERFORMANCE AND THAT THE BOARD
OF DIRECTORS HAS FAILED TO HOLD MANAGEMENT ACCOUNTABLE FOR ITS FAILURES.
SEND A MESSAGE TO EISNER AND THE BOARD
By just saying NO you will send a message the Board of Directors
cannot ignore. By withholding your vote from these four directors - who we
believe are representative of what is wrong at Disney - you will force the
Board to recognize the widespread conviction that serious changes in both
senior management and the Board are necessary.
NO ON EISNER AND NO ON ESTRIN, MITCHELL AND BRYSON
We are seeking a NO vote on Michael Eisner and also a NO vote on
George Mitchell, Judith Estrin and John Bryson because they symbolize,
respectively, the poor management, poor governance, poor compensation
practices, and lack of board independence that are impeding the development
of long-term shareholder value at The Walt Disney Company.
MICHAEL EISNER (POOR MANAGEMENT): Since the death of Frank Wells
in 1994, Michael Eisner has been unable to manage growth or
achieve performance levels that were once commonplace at The Walt
Disney Company. Since 1995, Return-on-Invested Capital has
declined by 63% from 18% to 7%. Return-on-Equity has declined by
80% from 22% to 6% and Return-on-Assets has declined by 79% from
10% to 3%. While the Company's stock has improved in recent
months, it is important to note that since January 1996, an
initial investment of $10,000 in Disney stock would have grown to
only $11,497 over the 8 years ending December 2003, as compared
to an investment in Dow Jones which grew to $20,191 (or 75%
greater than Disney).
Mr. Eisner has failed to formulate a viable long-term strategy.
Instead of investing wisely the cash flow produced by the company
over the past ten years, those resources have been squandered on
many failed projects, the most recent of which is the $5.2
billion acquisition of the Fox Family Channel.
He has built theme parks using copies of rides found elsewhere
and built other attractions that fail to spark the imagination
and excitement our guests and customers have a right to expect
from Disney. The dismal financial results at Disney's California
Adventure and Disney's Studio Paris are testimony to this flawed
strategy.
The revolving door of executives has also led to an enormous loss
of creative talent - once the clear hallmark of Disney.
WHILE THESE ACTIVITIES MAY PROVIDE A SHORT-TERM (IN MANY CASES,
VERY SHORT) BOOST TO REVENUES, THEY HAVE THE LONG-TERM EFFECT OF
DISSIPATING WHAT HAS MADE THE WALT DISNEY COMPANY GREAT. IF THIS
PROCESS IS ALLOWED TO CONTINUE, DISNEY WILL WIND UP "JUST ANOTHER
ENTERTAINMENT COMPANY"-- AND WILL NEVER BE ABLE TO RECOVER ITS
HARD-EARNED REPUTATION FOR PROVIDING UNPARALLELED QUALITY FAMILY
ENTERTAINMENT AND EXCEPTIONAL VALUE TO ITS GUESTS AND CUSTOMERS.
GEORGE MITCHELL (POOR GOVERNANCE): We believe Ex-Senator Mitchell
is not capable of providing effective leadership as the Company's
"Presiding Director." He has opposed our repeated efforts to
separate the functions of CEO and Chairman of the Board. Instead,
he supported the Company's new governance rules, which are more
form than substance -- and which have left him as a Presiding
Director with no authority or real responsibility.
Equally troubling, in addition to his full-time career as a
practicing lawyer, ex-Senator Mitchell serves on far too many
other boards to permit him adequate time for his Disney
commitments. (It is worth noting that many of the other companies
on whose boards he has sat have experienced significant
financial, legal, and governance problems -- among them Xerox,
U.S. Technologies, Oily Rock Group Ltd. and Staples Inc.).
MOREOVER, WITHIN THE LAST SEVERAL YEARS EX-SENATOR MITCHELL HAS
SERVED AS A PAID CONSULTANT TO THE COMPANY AND HIS LAW FIRM HAS
RECEIVED MORE THAN $1 MILLION IN FEES FROM THE WALT DISNEY
COMPANY.
JUDITH ESTRIN (POOR COMPENSATION PRACTICES): As Chair of the
Board's Compensation Committee for the past two years, Ms. Estrin
engineered what we believe were excessive total compensation
packages for the Company's top five executives. For example, in
fiscal 2002, when the Disney stock price was down approximately
16%, total compensation for those executives alone was
approximately $40 million.
GOOD GOVERNANCE REQUIRES -- AND SHAREHOLDERS DESERVE -- A REAL
CONNECTION BETWEEN PERFORMANCE AND PAY. UNDER MS. ESTRIN'S
LEADERSHIP OF THE COMPENSATION COMMITTEE, WE BELIEVE THAT
CONNECTION HAS BEEN SEVERED.
JOHN BRYSON (LACK OF INDEPENDENCE): For almost two years, we have
pointed out to the Board that John Bryson should not be
considered an "independent" director because his wife was being
paid millions of dollars as an executive of Disney's 50%-owned
Lifetime Channel.
Moreover, as CEO of Edison International, Mr. Bryson oversaw
transactions with The Walt Disney Company for the naming rights
to Anaheim Stadium that involved tens of millions of dollars.
Nonetheless, the Disney Board continued to publicly declare that
John Bryson was independent.
In his capacity as an "independent" director and Chair of the
Nominating and Governance Committee, he collaborated with Michael
Eisner to manage the removal of Andrea Van de Kamp from the Board
one year ago because of her opposition to some of management's
proposals. He performed a similar role this year in removing Roy
E. Disney from the Board.
Only after eliminating dissenting voices from the Board and being
confronted with the recently adopted New York Stock Exchange
certification requirements for independent directors, did the
Board belatedly concede that Mr. Bryson is not independent.
A COMPANY SERIOUSLY COMMITTED TO "BEST PRACTICES" IN CORPORATE
GOVERNANCE WOULD NOT HAVE ALLOWED MR. BRYSON TO SERVE AS CHAIR OF
ITS NOMINATING AND GOVERNANCE COMMITTEE.
JOIN US IN VOTING NO ON YOUR PROXY
WITHHOLD YOUR VOTE FROM EISNER, MITCHELL, ESTRIN AND BRYSON
We believe it is important for you to understand that our actions
today are not motivated by any personal ambitions. Neither of us has any
desire to be Chairman or CEO of The Walt Disney Company. Rather, we are
launching our "Vote No" campaign in an effort to improve the long-term
financial health of the Company, to restore shareholder value, and to
return the quality of its products and services to a level that will yield
sustainable growth.
PLEASE TAKE A FEW MOMENTS TO VOTE YOUR SHARES. EVERY VOTE COUNTS. WE
NEED YOU TO SIGN AND RETURN YOUR PROXY CARD - BUT PLEASE TAKE THE TIME AND
INDICATE ON YOUR PROXY THAT YOU ARE WITHHOLDING YOUR VOTE FOR MICHAEL
EISNER, GEORGE MITCHELL, JUDITH ESTRIN AND JOHN BRYSON.
DON'T LET YOUR BROKER VOTE FOR YOU. UNLESS YOU SEND BACK YOUR PROXY
WITH AN "X" MARKED IN THE BOX "FOR ALL EXCEPT" AND LIST THE NAMES OF
MICHAEL EISNER, GEORGE MITCHELL, JUDITH ESTRIN AND JOHN BRYSON (OR THE
NUMBERS ASSOCIATED IN THE PROXY WITH THESE NOMINEES) IN THE SPACE PROVIDED,
YOUR SHARES WILL BE VOTED "FOR" EISNER AND ALL THE OTHER MANAGEMENT
DIRECTORS.
If you have any questions on how to VOTE NO, please contact our proxy
specialists -- Mackenzie Partners, Inc. Toll-Free at (800)-322-2885 or at
(212)-929-5500 or by email at savedisney@mackenziepartners.com. They will
be pleased to help you through the process. You may also see
www.savedisney.com for specific instructions or email us at
voteno@savedisney.com.
MAKE SURE YOUR VOICE IS HEARD. THE DAMAGE THE WALT DISNEY COMPANY HAS
SUFFERED AT THE HANDS OF MICHAEL EISNER AND THE CURRENT BOARD MUST BE
REPAIRED BEFORE IT IS TOO LATE. VOTE NO TODAY AND BRING BACK THE MAGIC!
THANKS FOR YOUR SUPPORT.
Sincerely,
Roy E. Disney Stanley P. Gold