Rule 424(b)(3)
Registration No. 33-62777
PRICING SUPPLEMENT NO.: 12 dated July 28, 1997
THE WALT DISNEY COMPANY
Medium-Term Notes
This Pricing Supplement accompanies and supplements the Prospectus dated March
7, 1996, as supplemented by the Prospectus Supplement, dated March 7, 1996.
The Notes have the following terms (as applicable):
Rate: Fixed Rate X Floating Rate Zero Coupon Discount
Form: X Book-Entry Definitive
Principal Amount: $25,000,000
Original Issue Price: 100%
CUSIP No: 25468PAM8
Proceeds to the Company: $24,750,000
Discount or Commission to Agents: $250,000
Original Issue Discount: N/A
Original Issue Date: 8/15/97
Stated Maturity: 8/15/2057, subject to Disney's right to shorten
maturity under certain circumstances
(See "Conditional Right to Shorten Maturity" below)
Yield to Maturity: N/A
Redemption at Disney's Option: The Notes may be redeemed annually, in whole
but not in part, at Disney's option, subject to
at least 30 calendar days' but no more than
60 calendar days' notice, on August 15th of
each of the years set forth below, at the
amounts set forth below (expressed as
percentages of the principal amount of the
Notes) corresponding to the years set forth
below, together with any accrued interest to
the Redemption Date:
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C>
Redemption Date Redemption Price
2017 through 2026 110.0%
2027 105.0%
2028 104.5%
2029 104.0%
2030 103.5%
2031 103.0%
2032 102.5%
2033 102.0%
2034 101.5%
2035 101.0%
2036 100.5%
2037 through 2057 100.0%
</TABLE>
Interest Rate Provisions (for Floating Rate Notes):
Initial Interest Rate: To be determined two Business Days prior to
issuance of the Notes in accordance with the
rate specified below.
Base Rate or Rates:
Commercial Paper Rate
X LIBOR:
Reuters Monitor Money Rates Service
X Dow Jones Telerate Service
Index Currency
Treasury Rate
Prime Rate
Federal Funds Rate
CD Rate
CMT Rate
Dow Jones Telerate Page 7055
Dow Jones Telerate Page 7052
Week
Month
CMT Maturity Index:
Other:
Spread: Minus 0.29%
Index Maturity:
1 Month
X 3 Months
6 Months
1 Year
Other (specify)
Maximum Interest Rate: N/A
Minimum Interest Rate: N/A
Interest Payment Dates:
Third Wednesday of each month
Third Wednesday of each March, June,
September and December
Third Wednesday of each
and
Third Wednesday of each
Other(specify) The first interest payment date shall be November 15,
1997 and thereafter the interest payment dates shall
be the 15th day of each February, May, August and
November during the term of the Notes (or, if such
date is not a Business Day, the next Business Day).
Regular Record Dates:
X Fifteenth day (whether or not a Business Day)
immediately preceding the related Interest
Payment Date
Other (specify)
Interest Payment Period:
Monthly
X Quarterly
Semiannually
Annually
Interest Reset Period:
Daily
Weekly
Monthly
X Quarterly
Semiannually
Annually
Interest Reset Dates:
As specified in Prospectus Supplement
X Other (specify) The first interest reset date shall
be November 15, 1997 and thereafter the interest
reset dates shall be the 15th day of each February,
May, August and November during the term of the
Notes (or, if such date is not a Business Day, the
next Business Day).
Interest Determination Date:
As specified in Prospectus Supplement
X Other (specify) Two Business Days prior to each Interest Reset Date
Purchase of Notes at
Option of Holder: The holder of the Notes may elect
to cause Disney to repurchase the Notes,
subject to at least 30 calendar days' but no
more than 60 calendar days' notice, on August
15th of each of the years set forth below, at
the amounts set forth below (expressed as
percentages of the principal amount of the
Notes) corresponding to the years set
forth below, together with any accrued interest
to the Repurchase Date:
<TABLE>
<CAPTION>
<S> <C> <C>
Repurchase Repurchase
Date Price
2007 99.00%
2010 99.25%
2013 99.50%
2016 99.75%;
</TABLE>
and every third year thereafter at 100%.
Calculation Agent: Citibank, N.A.
Plan of Distribution: Goldman, Sachs & Co. has acted as principal with
respect to the purchase of the Notes.
Conditional Right to Shorten Maturity: Disney intends to deduct interest paid
on the Notes for Federal income tax purposes. However, the Clinton
Administration's budget proposal for Fiscal Year 1998, released on
February 6, 1997, contained a series of proposed tax law changes
that, among other things, would prohibit an issuer from deducting
interest payments on debt instruments with a maturity of more than
40 years. If the proposed legislation is enacted in its current
form, it is not expected to apply to the Notes because the proposed
effective date for this provision is the date of the first
Congressional committee action. There can be no assurance, however,
that this proposal or similar legislation affecting Disney's ability
to deduct interest paid on the Notes will not be enacted in the
future or thatany such legislation would not have a retroactive
effective date.
At any time following the occurrence of a Tax Event, as defined
below, Disney will have the right to shorten the maturity of the
Notes to the extent required, in the opinion of a nationally
recognized independent tax counsel experienced in such matters, such
that, after the shortening of the maturity, interest paid on the
Notes will be deductible for Federal income tax purposes. In the
event that Disney elects to exercise its right to shorten the
maturity of the Notes following the occurrence of a Tax Event,
Disney will mail a notice of shortened maturity to each holder of
record of the Notes by first-class mail not more than 60 days after
the date on which Disney exercises such right, stating the new
maturity date of the Notes. Such notice shall be effective
immediately upon mailing.
Disney believes that the Notes should constitute indebtedness for
Federal income tax purposes under current law, but no assurances can
be given that the Internal Revenue Service would not take a contrary
position. If the Notes are treated as indebtedness for Federal
income tax purposes, Disney believes that an exercise of Disney's
right to shorten the maturity of the Notes would not be a taxable
event to holders. Prospective investors should be aware, however,
that Disney's exercise of its right to shorten the maturity of the
Notes will be a taxable event to holders if the Notes are treated
as equity for purposes of Federal income taxation before the
maturity is shortened and treated as indebtedness after the maturity
is shortened.
"Tax Event" means that Disney shall have received an opinion of a
nationally recognized independent tax counsel experienced in such
matters to the effect that, as a result of (a) any amendment to,
clarification of, or change (including any announced prospective
change) in laws, or any regulations thereunder, of the United States
(b) any judicial decision, official administrative pronouncement,
ruling, regulatory procedure, notice or announcement, including any
notice or announcement of intent to adopt such procedures or
regulations (collectively, an "Administrative Action"), or (c)any
amendment to, clarification of, or change in the official position
or the interpretation of such laws, regulations or Administrative
Actions that differs from the theretofore generally accepted
position, in each case, on or after the date of the issuance of the
Notes, there is a more than insubstantial risk that interest paid by
Disney on the Notes is not, or will not be, deductible, in whole or
in part, by Disney for purposes of Federal income tax.
