SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________________________
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): November 18, 1998
The Walt Disney Company
(Exact name of registrant as specified in its charter)
Delaware
(State or jurisdiction of incorporation)
1-4083 95-0684440
(Commission File Number) (IRS Employer Identification No.)
500 South Buena Vista Street, Burbank, California 91521
(Address of principal executive offices) (Zip Code)
(818) 560-1000
(Registrant's Telephone Number)
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Item 5. Other Events.
On November 18, 1998, pursuant to an Agreement and Plan of
Reorganization dated June 18, 1998 (the "Reorganization
Agreement"), among Infoseek Corporation, a Delaware corporation
("Infoseek Delaware"), Infoseek Corporation, a California
corporation ("Infoseek California"), Disney Enterprises, Inc.
("DEI"), a Delaware corporation and wholly owned subsidiary of
The Walt Disney Company, a Delaware corporation ("TWDC"), and
Starwave Corporation, a Washington corporation that was
approximately 91% owned by DEI ("Starwave"), Infoseek Delaware
acquired Starwave by way of a merger (the "Merger"). As a result
of the Merger, among other things, each share of Starwave common
stock was converted into the right to receive 0.264957 shares of
Infoseek Delaware common stock (the "Exchange Ratio").
Immediately prior to the Merger, DEI was the holder of 88,550,088
shares of Starwave common stock. Pursuant to the Merger and
based on the Exchange Ratio, DEI received 23,461,965 shares of
Infoseek Delaware common stock in exchange for its shares of
Starwave common stock.
In addition, on November 18, 1998, pursuant to a Common
Stock and Warrant Purchase Agreement dated June 18, 1998 (the
"Purchase Agreement") between TWDC and Infoseek Delaware, TWDC
acquired (i) 2,642,000 shares of Infoseek Delaware common stock
and (ii) a warrant (the "Warrant") to purchase 15,720,000 shares
of Infoseek Delaware common stock, in exchange for an aggregate
purchase price of (a) $70,013,000 in cash and (b) a five-year
promissory note of TWDC in favor of Infoseek Delaware in the
principal amount of $139,000,000 bearing interest at the rate of
6.5% per annum. The Warrant vests and becomes exercisable as to
one-third of the shares of Infoseek Delaware common stock subject
thereto upon each of the first, second and third anniversaries of
November 18, 1998, subject to acceleration under certain
circumstances, and has an exercise price per share generally
equal to 120% of the average closing sale prices of Infoseek
Delaware common stock on the Nasdaq National Market for the
thirty trading days prior to the time such Warrant vests and
becomes exercisable, subject to a maximum per share exercise
price of $50.00.
In connection with the foregoing transactions, Infoseek
Delaware, Infoseek California, TWDC, DEI and their respective
affiliates also entered into various additional contracts and
agreements pertaining to, among other things, rights and
restrictions relating to TWDC's and DEI's acquisition and
disposition of Infoseek Delaware common stock; registration
rights with respect to the shares of Infoseek Delaware common
stock acquired by TWDC and DEI; governance rights and obligations
of TWDC, DEI and Infoseek Delaware relating to Infoseek Delaware;
licensing, product management and promotional arrangements
relating to the planned new portal service to be named Go
(TM) Network; the joint venture agreements relating to the
ESPN.com and ABCNEWS.com internet services; and advertising
sales representation agreements.
A copy of the press release dated November 18, 1998
announcing the consummation of the foregoing transactions is
attached hereto as Exhibit 99.1 and by this reference is made a
part hereof.
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Item 7. Financial Statements, Pro Forma Financial Information
and Exhibits
(c) Exhibits.
99.1 Press Release dated November 18, 1998
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned hereunto duly authorized.
THE WALT DISNEY COMPANY
By: /s/ David K. Thompson
------------------------
David K. Thompson
Senior Vice President --
Assistant General Counsel
Date: November 24, 1998
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EXHIBIT INDEX
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Number Subject Matter
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99.1 Press Release dated November 18, 1998.
<PAGE>
Exhibit 99.1
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Infoseek and Disney Complete Deal to Combine Forces on the
Internet
SUNNYVALE AND BURBANK, CALIF.--(November 18, 1998)--Infoseek
Corporation (Nasdaq: SEEK) and The Walt Disney Company (NYSE:
DIS) today announced the completion of Infoseek's acquisition of
Starwave Corporation, an Internet technology company principally
owned by Disney, and Disney's acquisition of approximately 43% of
Infoseek's outstanding common stock.
Through these transactions, Infoseek, Disney and Starwave have
combined their resources to form the basis of a new Internet
entity that will develop, launch and promote a planned new portal
service to be named Go Network (TM) (www.go.com). Go Network,
which will be operated by Infoseek, will bring together the branded
assets of ABCNEWS.com, ESPN.com, and Disney.com with one of the
Internet's most popular search and directory services. In addition,
ABC Inc. has committed to provide, and Infoseek has agreed to
purchase, substantial promotional support for Go Network.
In connection with its acquisition of Starwave, Infoseek has
issued approximately 25.9 million shares of Infoseek common
stock, of which Disney acquired approximately 23.5 million
shares. In addition, Infoseek has assumed Starwave employee
stock options that upon conversion will represent options to
acquire approximately 2.2 million shares of Infoseek common
stock. Infoseek has also issued to Disney an additional
2,642,000 shares of its common stock and a warrant to acquire
15,720,000 shares of its common stock in exchange for
approximately $70 million in cash and a $139 million five-year
promissory note from Disney. Disney has the ability to acquire a
majority stake in Infoseek through exercise of the warrant, which
vests over a three-year period, subject to certain acceleration
events. In addition, Infoseek has reincorporated into a Delaware
holding company and will have two operating subsidiaries--Starwave,
based in Bellevue, Washington, and Infoseek, based in Sunnyvale,
California. Infoseek shares continue to be traded on The Nasdaq
Stock Market under the symbol"SEEK." Elements of these transactions
were approved separately today by shareholders of Starwave and Infoseek.
"With the closing of this transaction we are now poised to launch
Go Network and a new era for Infoseek," stated Harry Motro, chief
executive officer of Infoseek. "We believe that the combined
assets and brand power of Infoseek, Disney and Starwave create a
highly competitive force in the Internet industry and we now have
the pieces in place to achieve our goal of creating the most
popular consumer brand on the Internet."
Added Jake Winebaum, chairman of Disney's Buena Vista Internet
Group, "We're eager to show consumers and the industry what this
alliance can create. The upcoming preview release of Go Network
will be our first product that combines the assets of this new
Internet entity."
Go Network will address customers' needs by providing utility,
ease-of-use, speed, personalization and choice. Visitors will be
able to search the Web using Infoseek's award-winning search and
directory technology. In addition, Go Network will provide
immediate access to one of the broadest selections of popular
branded content on the Internet, addressing audiences from kids,
to families, to young adults, to business users, from Network
partners such as Disney, ABC News and ESPN, as well as leading
Internet content publishers.
Disney will appoint three of eight members of Infoseek's board of
directors, designating Robert A. Iger, president of ABC, Inc.;
Steven M. Bornstein, president and CEO of ESPN, Inc.; and Jake
Winebaum.
About Infoseek
Based in Sunnyvale, Calif., Infoseek Corporation (Nasdaq:SEEK) is
the first global media network to combine leading consumer brands
with integrated Internet services to enrich people's daily lives.
In addition, Infoseek licenses its Ultraseek Server search and
navigation software to companies for their own intranet, extranet
and Internet sites. Infoseek has commerce and/or content
arrangements with entities that include AT&T (NYSE: T), Auto-By-
Tel, Borders Group, Inc. (NYSE:BGP), CMP Media, Inc.
(Nasdaq:CMPX), Datek Online, Inc., Microsoft Corporation (Nasdaq:
MSFT), PeopleLink, Inc., UPS, and Reuters.
About Starwave
Located in Bellevue, Wash., Starwave Corporation was founded in
1991 by Microsoft co-founder and technology investor Paul Allen,
and has become one of the premier Internet technology companies.
In April of 1997, Starwave entered into two joint ventures with
Buena Vista Internet Group affiliates that produce original
interactive programming providing sports, news and entertainment
services to millions of consumers on the World Wide Web. The
award-winning online services include ESPN.com, ABCNEWS.com, Mr.
Showbiz, CelebSite, Wall of Sound, Outside Online and the
official league sites of NFL, NBA, NASCAR and the WNBA.
About Buena Vista Internet Group
Formed in 1997, Disney's Buena Vista Internet Group operates Web
sites that include ABC.com, the number one network Web site;
Disney.com, the top-ranking kids, family and entertainment site;
and Disney's Blast Online, the online service for kids. Buena
Vista Internet Group also manages Disney's joint venture
interests in the ABC News Internet Ventures and ESPN Internet
Ventures.
# # #
Infoseek, Ultraseek, and the Infoseek logo are trademarks of
Infoseek Corporation, which may be registered in certain
jurisdictions. Other product and company names herein may be
trademarks of their respective owners.
This press release contains forward-looking statements regarding
the planned new Internet portal service to be named Go Network
and the timing of its development and launch that are subject to
risks and uncertainties. Actual results may differ materially
from those set forth in such statements as a result of a number
of factors, including, but not limited to the progress and timing
of development and launch of the planned new Internet portal
service, the costs and timing to promote such services, consumer
acceptance and use of the new services, and the increasingly
competitive nature of the Internet market.
