UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
PIXAR
(Name of Issuer)
COMMON STOCK, NO PAR VALUE PER SHARE
(Title of Class of Stock)
725811 10 3
(CUSIP Number)
David K. Thompson
Senior Vice President - Assistant General Counsel
Disney Enterprises, Inc.
500 South Buena Vista Street, Burbank, CA 91521
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
March 27, 1997
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the following
box [ ].
Check the following box if a fee is being paid with the statement [XX]. (A
fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent
of the class of securities described in Item 1; and (2) has filed no
amendment subsequent thereto reporting beneficial ownership of five percent
or less of such class.) (See Rule 13d-7)
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are
to be sent.
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that
section of the Act but shall be subject to all other provisions of the Act
(however, see the Notes).
<PAGE>
SCHEDULE 13D
CUSIP No. 725811 10 3
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:
Disney Enterprises, Inc., a wholly owned subsidiary of The Walt Disney
Company
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / / (b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e): / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION:
Delaware
7 NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE
VOTING POWER
2,500,100 shares
8 SHARED VOTING POWER
9 SOLE DISPOSITIVE POWER
2,500,100 shares
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,500,100 shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.9%
14 TYPE OF REPORTING PERSON*
CO
<PAGE>
This Statement on Schedule 13D is filed on behalf of Disney Enterprises,
Inc., a Delaware corporation (the "Company").
Item 1. Security and Issuer.
This Statement on Schedule 13D relates to the common stock, no par value
per share (the "Common Stock"), of Pixar, a California corporation (the
"Issuer"). The Issuer's principal executive offices are located at 1001
West Cutting Boulevard, Richmond, California 94804.
Item 2. Identity and Background.
The Company is a Delaware corporation. The Company, a wholly owned
subsidiary of The Walt Disney Company ("TWDC"), is a diversified
international entertainment company with operations in three business
segments: creative content, broadcasting, and theme parks and resorts.
The address of the principal office of the Company is 500 South Buena
Vista Street, Burbank, California 91521. The information required with
respect to the executive officers and directors of the Company and TWDC
is attached as Exhibit A.
Neither the Company nor, to the best of its knowledge, any of the persons
listed in Exhibit A has, during the last five years, (i) been convicted in
a criminal proceeding (excluding traffic violations or similar
misdemeanors) or (ii) been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction, the result of which was or
is to subject the Company or any person listed in Exhibit A to a judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or
finding any violation with respect to such laws.
Item 3. Source and Amount of Funds and Other Consideration.
On March 27, 1997, the Issuer sold to the Company 1,000,000 shares of
Common Stock for an aggregate purchase price of $15,000,000. The funds
used to pay the purchase price were provided from general corporate funds
of the Company.
Also on March 27, 1997, the Issuer granted to the Company two warrants
each to purchase 750,000 shares of Common Stock (the "Warrants"). The
Warrants have identical terms except that one Warrant has an exercise
price of $20.00 per share and the other an exercise price of $25.00 per
share.
The Warrants are immediately exercisable with respect to all 1,500,000
shares of Common Stock. It is presently anticipated that, if the Warrants
are exercised, the funds required to pay the exercise price would be
provided from general corporate funds of the Company.
<PAGE>
Item 4. Purpose of Transaction.
The Company acquired the Common Stock and the Warrants for the purpose of
investment. The Company has no present intention to exercise the Warrants
in whole or in part.
Except as described above, the Company does not have any specific plans
or proposals that relate to or would result in any of the actions
specified in clauses (a) through (j) of Item 4.
Item 5. Interest in Securities of the Issuer.
(a) As of March 27, 1997, the Company owns Common Stock and the
Warrants, representing approximately 5.9% of the outstanding shares of
Common Stock of the Issuer. The number of outstanding shares is based
upon the number of outstanding shares set forth in the Issuer's Form 10-K
for the fiscal year ended December 31, 1996 (40,141,461 shares) plus the
1,000,000 shares purchased by the Company after the date specified in the
Issuer's Form 10-K and the 1,500,000 shares subject to the Warrants
(included pursuant to Rule 13d-3 of the Act). For purposes of computing the
percentage beneficial ownership of the Company, the total number of shares
of Common Stock considered to be outstanding is 42,641,461.
(b) The Company has sole voting and dispositive power with respect to
1,000,100 shares of Common Stock, and upon exercise of the Warrants, the
Company will acquire sole voting and dispositive power with respect to an
additional 1,500,000 shares of Common Stock.
(c) The Company purchased 100 shares of Common Stock of the Issuer
in the open market on March 14, 1997 at $21.50 per share for an aggregate
purchase price, including commissions, of $2,200.00.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer.
The Issuer and the Company entered into a Common Stock and Warrant
Purchase Agreement, dated as of February 23, 1996 (the "Stock Purchase
Agreement"), whereby the Issuer agreed to sell to the Company 1,000,000
shares of Common Stock at $15.00 per share. The shares were purchased
pursuant to the Stock Purchase Agreement on March 27, 1997. A copy of the
Stock Purchase Agreement was filed by the Issuer as Exhibit 4.6 to its
Form 10-K for the fiscal year ended December 31, 1996 and is incorporated
herein by this reference and labeled Exhibit B.
On March 27, 1997, the Issuer granted to the Company two Warrants to
purchase 750,000 shares of Common Stock each, one at an exercise price of
$20.00 per share and the other at an exercise price of $25.00 per share.
A Form of these two Warrants was filed by the Issuer as Exhibit 4.7 to its
Form 10-K for the fiscal year ended December 31, 1996, and is incorporated
herein by this reference and labeled Exhibit C.
The Warrants may be exercised at any time from the date of issue to
March 27, 2002 with respect to all 1,500,000 shares of Common Stock.
The Warrant contains antidilution provisions with respect to, among
other things, stock dividends, subdivisions and reclassifications, certain
other dividends and distributions.
In addition, on March 27, 1997, the Company and the Issuer entered into a
Registration Rights Agreement which provides, among other things, that at
any time on or after March 27, 1997, the holder of Warrants or shares of
Common Stock received upon exercise of Warrants shall be entitled to
request that the Issuer use its best efforts to effect the registration of
the shares of Common Stock received upon exercise of Warrants on the terms
and conditions set forth in the Warrant. The holders shall be entitled
to one such request. A form of the Registration Rights Agreement was
filed by the Issuer as Exhibit B to the Stock Purchase Agreement, filed
as Exhibit 4.6 to Pixar's Form 10-K for the fiscal year ended December 31,
1996 and is incorporated herein by this reference and labeled Exhibit D.
<PAGE>
Except as otherwise disclosed in this Schedule 13D, neither the Company
nor any executive officer or director listed in Exhibit A has any
contracts, arrangements, understandings or relationships (legal or
otherwise) with respect to securities of the Issuer.
Item 7. Material to Be Filed as Exhibits.
Exhibit A -- Executive officers and directors of Disney
Enterprises, Inc. and its parent, The Walt
Disney Company.
Exhibit B -- Common Stock and Warrant Purchase Agreement,
filed as Exhibit 4.6 to Pixar's Form 10-K for
the fiscal year ended December 31, 1996, is
incorporated herein by reference.
Exhibit C -- Form of Common Stock Purchase Warrant filed as
Exhibit 4.7 to Pixar's Form 10-K for the fiscal
year ended December 31, 1996, is incorporated
herein by reference.
Exhibit D -- Form of Registration Rights Agreement, filed as
Exhibit B to the Common Stock and Warrant Purchase
Agreement, filed as Exhibit 4.6 to Pixar's Form
10-K for the fiscal year ended December 31, 1996,
is incorporated herein by reference.
<PAGE>
SIGNATURE
---------
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete
and correct.
DISNEY ENTERPRISES, INC.
By:/s/David K. Thompson
---------------------------
David K. Thompson
Senior Vice President
Assistant General Counsel
Dated: April 18, 1997
<PAGE>
EXHIBIT INDEX
EXHIBIT TITLE PAGE
- ------- ----- ----
Exhibit A -- Executive officers and directors of
Disney Enterprises, Inc. and its parent,
The Walt Disney Company
Exhibit B -- Common Stock and Warrant Purchase Agreement,
filed as Exhibit 4.6 to Pixar's Form 10-K for
the fiscal year ended December 31, 1996, is
incorporated herein by reference.
Exhibit C -- Form of Common Stock Purchase Warrant filed as
Exhibit 4.7 to Pixar's Form 10-K for the fiscal
year ended December 31, 1996, is incorporated
herein by reference.
Exhibit D -- Form of Registration Rights Agreement, filed as
Exhibit B to the Common Stock and Warrant Purchase
Agreement, filed as Exhibit 4.6 to Pixar's Form 10-K
for the fiscal year ended December 31, 1996, is
incorporated herein by reference.
<PAGE>
EXHIBIT A
Executive Officers and Directors
of
Disney Enterprises, Inc.
and
The Walt Disney Company
Each person listed below is a United States citizen with a business
address at 500 South Buena Vista Street, Burbank, California 91521.
NAME PRESENT PRINCIPAL OCCUPATION
Michael D. Eisner Chairman of the Board and Chief Executive
Officer and Director - The Walt Disney Company
Roy E. Disney Vice Chairman of the Board and Director - The Walt
Disney Company
Sanford M. Litvack Senior Executive Vice President and Chief of
Corporate Operations and Director - The Walt Disney
Company and Disney Enterprises, Inc.
Richard D. Nanula Senior Executive Vice President and Chief Financial
Officer - The Walt Disney Company and Disney
Enterprises, Inc.
Lawrence P. Murphy Executive Vice President and Chief Strategic
Officer - The Walt Disney Company and Disney
Enterprises, Inc.
David K. Thompson Senior Vice President-Assistant General Counsel
and Assistant Secretary - The Walt Disney Company
and Disney Enterprises, Inc.; Director - Disney
Enterprises, Inc.
Marsha L. Reed Corporate Secretary - The Walt Disney Company and
Disney Enterprises, Inc.; Director - Disney
Enterprises, Inc.
Reveta Franklin Bowers Director - The Walt Disney Company
Ignacio E. Lozano, Jr. Director - The Walt Disney Company
George J. Mitchell Director - The Walt Disney Company
Gary L. Wilson Director - The Walt Disney Company
Stanley P. Gold Director - The Walt Disney Company
Thomas S. Murphy Director - The Walt Disney Company
Leo J. O'Donovan S.J. Director - The Walt Disney Company
Irwin E. Russell Director - The Walt Disney Company
<PAGE>
EXHIBIT A (continued)
NAME PRESENT PRINCIPAL OCCUPATION
Raymond L. Watson Director - The Walt Disney Company
Richard A. Nunis Director - The Walt Disney Company
Sidney Poitier Director - The Walt Disney Company
Robert A.M. Stern Director - The Walt Disney Company
E. Cardon Walker Director - The Walt Disney Company
