<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement [_] CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED BY
RULE 14A-6(E)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
THE WALT DISNEY COMPANY
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(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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Notes:
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[LOGO OF THE WALT DISNEY COMPANY]
To our Stockholders:
I am pleased to report to you that your Board of Directors has approved a
three-for-one split of the common stock of The Walt Disney Company. The split
is subject to stockholder approval of an amendment to the Company's
certificate of incorporation increasing the number of authorized shares of
Company common stock in order to provide sufficient additional shares to make
the split possible.
The Board of Directors unanimously recommends that stockholders approve the
proposed amendment, which is more fully described in the accompanying
materials. Toward that end, the Board asks that you complete, sign and return
the enclosed consent form by June 9, 1998.
YOUR CONSENT IS IMPORTANT, SINCE APPROVAL OF THE AMENDMENT REQUIRES THE
EXECUTION OF WRITTEN CONSENTS ON BEHALF OF THE HOLDERS OF A MAJORITY OF THE
OUTSTANDING SHARES OF COMMON STOCK. As a result, if you do not return a
properly completed and signed consent, you will effectively be voting against
the amendment.
The consent that the Board of Directors is soliciting will allow the Company
to proceed with the proposed amendment of the certificate of incorporation
without the necessity of convening a special meeting of stockholders. We
anticipate that the amendment and stock split will be completed during the
month of June, as further described in the enclosed document.
Please take a moment to review the materials and to complete, sign and
return your consent.
Very truly yours,
/s/ Michael D. Eisner
Michael D. Eisner
Chairman of the Board
and Chief Executive Officer
May 4, 1998
<PAGE>
[LOGO OF THE WALT DISNEY COMPANY]
CONSENT SOLICITATION
This consent solicitation contains important information relating to a
proposed amendment to the certificate of incorporation of The Walt Disney
Company to increase its authorized common stock from 1,200,000,000 to
3,600,000,000 shares. The Board of Directors is recommending approval of the
amendment in connection with its authorization of a three-for-one split of the
Company's common stock.
The following pages include information on:
. the stock split (questions 1 to 9);
. the proposed amendment to the certificate of incorporation (questions 10
to 12);
. procedures for the consent solicitation (questions 13 to 21); and
. current stock ownership and other matters relating to the Company
(questions 22 and 23).
This consent solicitation was first mailed to stockholders on May 6, 1998.
Stockholders are requested to return their consent forms by June 9, 1998.
THE STOCK SPLIT
1. WHAT IS THE STOCK SPLIT?
On April 21, 1998, the Company's Board of Directors authorized a three-for-
one split of the Company's common stock, subject to receipt of stockholder
approval of an amendment to the Company's certificate of incorporation to
increase the amount of the Company's authorized common stock. An increase in
authorized common stock is necessary to permit the split to occur, since the
Company does not currently have enough authorized but unissued shares to carry
out the split.
2. WHY IS THE STOCK BEING SPLIT?
The purpose of the split is to bring the trading range of the Company's
common stock within a band that makes it attractive to a broader range of
investors. The Board of Directors has in the past authorized a number of stock
splits for this same purpose when the common stock has reached trading ranges
higher than the stock of many similarly situated companies. The most recent
splits of the Company's common stock were in April 1992 and February 1986.
The closing price of a share of the Company's common stock on the New York
Stock Exchange on May 1, 1998 was $125.56, and trading prices between January
1 and May 1, 1998 ranged from $93.56 to $127.50. In authorizing the split, the
Board took into account that this trading range was higher than that of many
other major corporations, including almost all other common stocks included in
the "Dow 30." The Board believes that the three-for-one split will bring the
stock into a more widely accessible trading range, particularly for individual
investors.
<PAGE>
3. HOW AND WHEN WILL THE STOCK SPLIT BE CARRIED OUT?
The stock split will be effected by means of a stock dividend of two shares
for each outstanding share of common stock as of the record date for the
split. The record date will be set as soon as practicable after the Company
receives consents from the requisite majority of stockholders authorizing the
amendment of the certificate of incorporation. Assuming that the requisite
consents are received by June 9, 1998, the end of the initial solicitation
period (see question 16 below), the Company anticipates that the amendment of
the certificate of incorporation and the record date for the split would be on
or about June 22, 1998. If the solicitation period is extended, the
effectiveness of the amendment and the record date for the split would be
deferred until approximately ten days after the receipt of the requisite
consents.
Stockholders of record as of the close of business on the record date for
the split will be entitled to receive two new shares for each share that they
hold as of that date. The Company expects to begin mailing to registered
stockholders certificates representing the additional shares approximately two
weeks following the record date.
IMPORTANT NOTE: CERTIFICATES REPRESENTING SHARES ISSUED PRIOR TO THE SPLIT
WILL CONTINUE TO REPRESENT THE SAME NUMBER OF SHARES AFTER THE EFFECTIVE DATE.
THEREFORE, PLEASE DO NOT DESTROY YOUR EXISTING CERTIFICATES OR RETURN THEM TO
THE COMPANY.
Stockholders whose shares are held by a broker or other nominee in "street
name" will not receive certificates representing the new shares. Instead,
their accounts will be credited with the new shares in accordance with the
procedures used by their broker or nominee.
4. WILL THE NEW SHARES RESULTING FROM THE SPLIT BE DIFFERENT FROM CURRENTLY
OUTSTANDING SHARES?
No. The new shares will be identical in all respects to currently
outstanding shares. Each new share will be fully paid and nonassessable and
carry the same one-vote-per-share voting right as existing shares. The split
will not alter any stockholder's proportionate ownership interest in the
Company.
5. HOW WILL THE SPLIT AFFECT TREASURY SHARES, COMPANY STOCK OPTIONS, THE
COMPANY'S SHARE REPURCHASE PROGRAM AND THE PREFERRED STOCK PURCHASE RIGHTS
PLAN?
The split will result in a three-for-one adjustment in all shares held in
the Company's treasury, as well as shares held by the Company's subsidiary,
the TWDC Stock Compensation Fund. In addition, adjustments reflecting the
split will be made in the number of shares of common stock reserved for
issuance under the Company's various stock option and incentive plans and the
exercise prices of outstanding option grants.
The Company currently has in place authorization to repurchase up to
approximately 133.3 million shares of Company common stock. Purchases under
this program are made from time to time in the open market or through
privately negotiated transactions in accordance with applicable laws and
regulations. Upon the effectiveness of the split, the number of shares
authorized to be repurchased will be adjusted on a three-for-one basis to 400
million shares.
The split will also have the effect of adjusting the outstanding rights
granted to holders of common stock pursuant to the Company's Preferred Stock
Purchase Rights Plan. The rights issued under this Plan, which trade
automatically with the common stock, become exercisable only upon the
occurrence of certain events involving the acquisition or potential
acquisition of 25% or more of the Company's common stock by any person or
group in a transaction not approved by the Company's Board of Directors. The
rights are not currently exercisable and trade with the common stock on the
basis of one right for each full share of common stock. Following the
effectiveness of the split, each outstanding share of common stock of the
Company will be accompanied by one-third of a right.
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6. HOW WILL FRACTIONAL SHARE INTERESTS BE TREATED?
Fractional share interests reflected as of the record date for the split in
the accounts of stockholders who participate in The Walt Disney Company
Investment Plan or the Company's "401(k)" plans will be credited with
proportionate additional share interests upon the effectiveness of the split.
7. WILL THE STOCK SPLIT BE TAXABLE?
The Company has been advised by tax counsel that, under existing United
States federal income tax laws, the stock split will not result in gain or
loss or realization of taxable income to holders of common stock. Immediately
after the stock split, the tax basis of each share of Company stock will be
one-third of the tax basis before the stock split. For United States federal
income tax purposes, each new share will be deemed to have been acquired at
the same time as the original share with respect to which the new share was
issued.
The laws of jurisdictions other than the United States may impose income
taxes on the receipt of the additional shares. Stockholders may wish to
consult their own tax advisors with respect to these and other possible tax
consequences of the split.
8. WILL THE NEW SHARES BE LISTED ON A STOCK EXCHANGE?
The Company will apply to list the additional shares issued pursuant to the
stock split on the New York Stock Exchange and the Pacific Stock Exchange.
9. WILL THE SPLIT AFFECT THE COMPANY'S FINANCIAL STATEMENTS?
On the Company's consolidated balance sheet, the split will result in the
allocation of an amount equal to the aggregate par value of the new shares
resulting from the split (approximately $14 million) to the "common stock"
line of stockholders' equity, and a corresponding deduction of the same amount
from the "retained earnings" line. The Company's reported amounts of
authorized and issued shares, as well as the number of shares of treasury
stock, will also be adjusted on a three-for-one basis.
The split will not affect the Company's income or cash flow statements,
except to the extent of the costs of this consent solicitation and related
activities to effectuate the amendment and the split, which are not material
to the Company. The split will affect all earnings per share amounts reflected
on the income statement, since earnings per share will be restated for the
periods presented to reflect the increase in the number of common shares
outstanding.
AMENDMENT OF THE CERTIFICATE OF INCORPORATION
10. WHAT IS THE PROPOSED AMENDMENT TO THE CERTIFICATE OF INCORPORATION?
The Company's certificate of incorporation currently authorizes the issuance
of a total of 1,300,000,000 shares, composed of 1,200,000,000 shares of common
stock, par value $0.01 per share, and 100,000,000 shares of preferred stock,
par value $0.01 per share. The proposed amendment will increase the total
number of authorized shares to 3,700,000,000, and the number of shares of
common stock authorized to 3,600,000,000. The amendment will modify the first
paragraph of Article FOURTH of the certificate of incorporation to read as
follows:
FOURTH: The total number of shares of stock which the Corporation shall
have authority to issue is 3,700,000,000 shares, composed of 3,600,000,000
shares of common stock, par value $0.01 per share ("Common Stock"), and
100,000,000 shares of preferred stock, par value $0.01 per share
("Preferred Stock").
3
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Each of the newly authorized shares of common stock will have the same
rights and privileges as currently authorized common stock. The new shares,
like the currently authorized shares, will not have preemptive rights. The
amendment will not change the par value of the common stock.
The amendment will not change the currently authorized number of shares of
preferred stock, which will remain set at 100,000,000. No shares of preferred
stock have been issued.
11. WHY IS THE AMENDMENT NECESSARY?
An increase in the amount of common stock authorized by the certificate of
incorporation is necessary to permit the Company to carry out the stock split,
since the Company does not currently have enough authorized but unissued
shares to accommodate the split. As of May 1, 1998, a total of 691,301,874
shares of common stock had been issued, including shares held in the Company's
treasury and by the TWDC Stock Compensation Fund created by the Company to
satisfy obligations under various compensation and benefit plans, leaving a
total of 508,698,126 authorized shares available for future issuance. Since
the stock split will result in the issuance of two new shares for every share
outstanding as of the record date for the split, additional authorization is
needed.
The Board of Directors has determined that the number of authorized shares
of common stock should be increased in the same three-for-one proportion as
the stock split, resulting in the proposed increase from 1,200,000,000 to
3,600,000,000. This will ensure that the Company continues to have available
for future issuance the same proportionate amount of authorized common stock
as it currently has.
12. HOW WILL THE ADDITIONAL AUTHORIZED COMMON STOCK BE USED?
After the stock split, the Company will have approximately 2.1 billion
shares of common stock outstanding, leaving approximately 1.5 billion shares
available for future issuance for valid corporate purposes such as
acquisitions, financings, incentive compensation and further stock dividends.
The newly authorized common stock will be available for issuance without
further action by stockholders except as required by law or stock exchange
requirements. For example, the current rules of the New York Stock Exchange
would require approval by the Company's stockholders if the number of shares
of common stock to be issued equaled or exceeded 20% of the number of shares
of common stock outstanding immediately prior to such issuance. Current
stockholders do not have preemptive rights, which means they do not have the
right to purchase any new issuance of common stock in order to maintain their
proportionate interests in the Company.
The Company has no current plan or commitment to issue shares of stock for
purposes other than those discussed above.
The additional authorized shares could be used to discourage persons from
attempting to gain control of the Company, by diluting the voting power of
shares then outstanding or increasing the voting power of persons who would
support the Board in opposing a takeover bid or a solicitation in opposition
to management. The Company is not currently aware of any effort to obtain
control of the Company, and has no plans to use the new shares for purposes of
discouraging any such effort.
THE CONSENT SOLICITATION
13. WHO IS BEING ASKED TO APPROVE THE AMENDMENT?
Only stockholders of record at the close of business on May 1, 1998 are
entitled to execute and deliver consents with respect to the proposed
amendment. On that date, there were 681,749,290 shares of Company common stock
outstanding and entitled to consent with respect to the amendment. Each share
is entitled to one consent.
4
<PAGE>
As noted above (question 3), a separate record date will be set for the
stock split, assuming the amendment to the certificate of incorporation
becomes effective.
14. WHAT LEVEL OF APPROVAL IS REQUIRED FOR THE AMENDMENT?
Approval of the amendment will require the execution and delivery to the
Company of written consents on behalf of the holders of an absolute majority
of the issued and outstanding shares of the Company's common stock.
15. HOW DO I CONSENT TO THE AMENDMENT?
You may consent to the proposed amendment with respect to your shares by
completing and signing the enclosed consent form and returning it to the
Company on or before the final consent date (as described under question 16
below).
If your shares are held in "street name," your broker or nominee may
authorize consent on your behalf if you do not direct your broker or nominee
not to do so.
PLEASE NOTE THAT NOT RETURNING YOUR CONSENT OR ABSTAINING FROM THE VOTE HAS
THE SAME IMPACT AS DISAPPROVING THE AMENDMENT, SINCE APPROVAL OF THE AMENDMENT
REQUIRES WRITTEN CONSENT ON BEHALF OF THE HOLDERS OF AN ABSOLUTE MAJORITY OF
THE COMMON STOCK OUTSTANDING AND ENTITLED TO VOTE, RATHER THAN SIMPLY A
MAJORITY OF THOSE WHO ACTUALLY EXECUTE AND DELIVER CONSENTS.
16. WHAT IS THE DEADLINE FOR DELIVERING MY CONSENT?
The Board of Directors has set June 9, 1998 as the targeted final date for
receipt of consents. If the Company has received consents on behalf of the
holders of a majority of the Company's common stock by that date, the consent
solicitation will expire, and the Company will proceed with the amendment of
the certificate of incorporation.
The Board of Directors has reserved the right to extend the final date for
receipt of consents beyond June 9, 1998 in the event that the requisite
majority approval has not been obtained by that date. Any such extension may
be made without notice to individual stockholders.
17. HOW DO I CONSENT TO THE AMENDMENT WITH RESPECT TO MY 401(k) SHARES?
If you participate in the Disney Salaried Savings and Investment Plan or the
ABC, Inc. Savings and Investment Plan (i.e., the Company's "401(k)" plans),
you may consent to the amendment with respect to shares of common stock of the
Company equivalent to the value of the interest credited to your account by
instructing Fidelity Management Trust Company, the trustee of both plans,
pursuant to the instruction card being mailed with this document to plan
participants. The trustee will deliver consents with respect to your shares in
accordance with your duly executed instructions received by June 7, 1998 (or
such later date as the Board of Directors may set in connection with any
extension of the solicitation period). If you do not send instructions, the
trustee will deliver consents with respect to the share equivalents credited
to your account in the same proportion that it delivers consents with respect
to share equivalents for which it did receive timely instructions.
18. CAN I CONSENT BY TELEPHONE OR ELECTRONICALLY?
If you are a registered stockholder (that is, if you hold your stock in your
own name), you may deliver your consent by telephone, or electronically
through the Internet, by following the instructions included with your consent
form.
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<PAGE>
If your shares are held in "street name," you will need to contact your
broker or other nominee to determine whether you will be able to consent by
telephone or electronically.
19. IS MY CONSENT IRREVOCABLE?
No. Even after you have submitted your consent form, you may file with the
Secretary of the Company a notice of revocation or a subsequently dated
consent form at any time before the final consent date.
20. WHAT IS THE RECOMMENDATION OF THE BOARD OF DIRECTORS?
THE BOARD OF DIRECTORS HAS UNANIMOUSLY APPROVED THE AMENDMENT OF THE
CERTIFICATE OF INCORPORATION AND BELIEVES THAT THE AMENDMENT AND THE
COMPLETION OF THE STOCK SPLIT ARE IN THE BEST INTEREST OF THE COMPANY AND ITS
STOCKHOLDERS. ACCORDINGLY, THE BOARD UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS
CONSENT TO THE AMENDMENT.
21. HOW ARE COSTS OF THIS SOLICITATION BEING BORNE?
The expenses of preparing, printing and mailing these consent solicitation
materials are being borne by the Company. The Company has retained Georgeson &
Co., 100 Wall Street, New York, New York 10005, to aid in the solicitation.
For these services, the Company will pay Georgeson & Co. a fee of $10,000 and
reimburse it for certain out-of-pocket disbursements and expenses. Officers
and regular employees of the Company may, but without compensation other than
their regular compensation, solicit consents by further mailing or personal
conversations, or by telephone, telex, facsimile or electronic means. The
Company will, upon request, reimburse brokerage firms and others for their
reasonable expenses in forwarding solicitation material to the beneficial
owners of stock.
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<PAGE>
ADDITIONAL INFORMATION
22. STOCK OWNERSHIP
The following table gives information about the ownership of Company common
stock as of April 1, 1998 by the directors, the chief executive officer, the
four most highly compensated other executive officers (as of September 30,
1997) and the executive officers and directors as a group. The Company knows
of no single person or group that is the beneficial owner of more than 5% of
the Company's common stock.
<TABLE>
<CAPTION>
AGGREGATE
NUMBER OF SHARES ACQUIRABLE PERCENT OF SHARES
NAME BENEFICIALLY OWNED(1)(2) WITHIN 60 DAYS(3) OUTSTANDING(4)
---- ------------------------ ----------------- -----------------
<S> <C> <C> <C>
Reveta F. Bowers........ 100 2,300 *
Roy E. Disney........... 5,954,699 120,000 *
Michael D. Eisner....... 3,665,117 -- *
Stanley P. Gold......... 3,516 2,400 *
Sanford M. Litvack...... 11,349 350,000 *
Ignacio E. Lozano, Jr. . 5,588 2,400 *
George J. Mitchell...... 1,700 1,200 *
Lawrence P. Murphy...... 21,253 272,000 *
Thomas S. Murphy........ 1,095,873 1,200 *
Richard D. Nanula....... 3,671 140,000 *
Richard A. Nunis........ 103,719 80,000 *
Leo J. O'Donovan, S.J. . -- -- --
Sidney Poitier.......... -- 2,400 *
Irwin E. Russell........ 4,000 2,400 *
Robert A.M. Stern....... 295 2,400 *
E. Cardon Walker........ 153,105 2,400 *
Raymond L. Watson....... 14,040 2,400 *
Gary L. Wilson.......... 1,000 2,400 *
All directors and
executive officers as a
group (19 persons)..... 11,039,025 985,900 1.8%
</TABLE>
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* Represents less than 1% of the Company's outstanding common stock.
(1) The number of shares shown includes shares that are individually or
jointly owned, as well as shares over which the individual has either sole
or shared investment or voting authority. Certain of the Company's
directors and executive officers disclaim beneficial ownership of some of
the shares included in the table, as follows:
. Mr. Eisner--29,600 shares held by his wife directly and as custodian for
their children, 12,000 shares held in a trust for his children, 8,799
shares held in trusts of which Mr. Eisner is a trustee and 3,200 shares
held in a trust of which Mr. Eisner is the income beneficiary;
. Mr. Disney--256,736 shares as to which he disclaims beneficial
ownership, consisting of 256,320 shares held in trusts for the benefit
of his children or grandchildren, of which Mr. Disney is the trustee;
and 416 shares beneficially owned by Shamrock Holdings, Inc., of which
both Mr. Disney and his wife are officers and directors and the shares
of which are held by Mr. Disney, his wife, certain of his children,
trusts for the benefit of his children and custodial accounts for the
benefit of certain of his children and grandchildren;
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<PAGE>
. Mr. Gold--1,440 shares held by his wife and 416 shares beneficially
owned by Shamrock Holdings, Inc., of which he is an officer and
director;
. Mr. Litvack--150 shares held by a trust of which he is a co-trustee;
. Mr. Lozano--440 shares that he holds as custodian for the benefit of his
child;
. Thomas Murphy--17,390 shares held in trust for the benefit of a non-
family member and 440 shares owned by Mr. Murphy's wife; and
. Mr. Nunis--4,380 shares held by a trust of which Mr. Nunis is trustee
for the benefit of his son and 815 shares held by his wife as trustee
for her children.
All current directors and executive officers as a group disclaim beneficial
ownership of an aggregate of 335,806 shares.
(2) Includes interests in shares held in the Disney Salaried Savings and
Investment Plan, with respect to which the officers have sole voting power
but no investment rights: Mr. Eisner--8,603 shares; Mr. Litvack--
849 shares; Mr. Nanula--3,422 shares; Lawrence Murphy--1,201 shares; Mr.
Nunis--10,077 shares; and all current directors and executive officers as
a group--27,770 shares.
(3) Reflects the number of shares that could be purchased by exercise of
options available at April 1, 1998 or within 60 days thereafter under the
Company's stock option plans.
(4) Based on the number of shares outstanding at, or acquirable within 60 days
of, April 1, 1998.
23. HOW CAN I OBTAIN MORE INFORMATION ABOUT THE COMPANY?
The Company files annual, quarterly and special reports, proxy statements
and other information with the Securities and Exchange Commission. You may
read and copy any reports, statements or other information filed by the
Company at the SEC's public reference rooms in Washington, D.C., New York
City, and Chicago, Illinois. The Company's SEC filings are also available from
commercial document retrieval services or on the SEC's web site at
http://www.sec.gov. You may also request a copy of the Company's financial
reports filed with the SEC by contacting the Company's Corporate Secretary,
c/o The Walt Disney Company, 500 South Buena Vista Street, Burbank, California
91521.
By order of the Board of Directors,
/s/ Marsha L. Reed
Marsha L. Reed
Corporate Secretary
May 4, 1998
8
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[LOGO OF PRINTED ON RECYLED PAPER]
<PAGE>
[Form of Consent]
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If you wish to vote by telephone or internet, please read the instructions
below.
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The Walt Disney Company encourages you to take advantage of new and convenient
ways to vote your shares. Please take the opportunity to use one of the three
voting methods outlined below to cast your ballot.
VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to vote your
consent 24 hours a day, 7 days a week. Have your consent card in hand when you
call. You will be prompted to enter your 12-digit Control Number which is
located below and then follow the simple instructions the Vote Voice provides
you.
VOTE BY INTERNET - www.proxyvote.com Use the Internet to vote your consent 24
hours a day, 7 days a week. Have your consent card in hand when you access the
web site. You will be prompted to enter your 12-digit Control Number which is
located below to obtain your records and create an electronic ballot.
VOTE BY MAIL - Mark, sign and date your consent card and return it in the
postage-paid envelope we've provided or return it to The Walt Disney Company,
c/o ADP, 51 Mercedes Way, Edgewood, NY 11717.
If voting by phone or Internet, please do not mail the Consent Card. If
mailing, you must sign, date and return the Consent Card in the enclosed
envelope.
Thank you for voting.
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Control Number:
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TO VOTE, MARK BLOCKS BELOW IN DETACH AND RETURN
BLUE OR BLACK INK AS FOLLOWS THIS PORTION ONLY
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Consent Card Solicited on Behalf of the Board of Directors
<TABLE>
<S> <C> <C> <C>
The undersigned hereby takes the following action with
respect to all of the shares of common stock of The Walt
Disney Company that the undersigned is entitled to vote:
Does Not
Consents Consent Abstains
- -------- -------- -------- To the amendment of the Certificate of Incorporation of
/ / / / / / The Walt Disney Company to increase the authorized
number of shares of common stock to 3,600,000,000.
The Board of Directors unanimously recommends giving
consent to the amendment.
</TABLE>
Marking the box "CONSENTS" constitutes your written consent to the amendment.
However, if no box is marked, your signature below will evidence your written
consent to the amendment as recommended by the Board of Directors.
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Signature:________________ Date:___________
Signature:________________ Date:___________
NOTE: Please sign exactly as name appears hereon.
Joint owners should each sign. When signing
as attorney, executor, administrator, trustee or
guardian, please give full title as such.
