Rule 424(b)(3)
Registration No. 333-52659
PRICING SUPPLEMENT NO.: 8 dated March 19, 1999
THE WALT DISNEY COMPANY
Medium-Term Notes
This Pricing Supplement accompanies and supplements the Prospectus dated
August 6, 1998, as supplemented by the Prospectus Supplement, dated August
6, 1998 (the "Prospectus Supplement").
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: 25468PBD7
Proceeds to the Company: $24,750,000
Discount or Commission to Agents: $250,000
Original Issue Discount: N/A
Original Issue Date: April 1, 1999
Stated Maturity: April 1, 2039
Yield to Maturity: N/A
Initial Maturity (for Renewable Notes): N/A
Final Maturity (for Renewable Notes): N/A
Redemption at Disney's Option: The Notes may be redeemed annually, in
whole or in part, at Disney's option, subject to
at least 30 calendar days' but no more than 60
calendar days' notice, on April 1st 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:
Year Redemption Price
---- ----------------
2029 105.0%
2030 104.5%
2031 104.0%
2032 103.5%
2033 103.0%
2034 102.5%
2035 102.0%
2036 101.5%
2037 101.0%
2038 100.5%
2039 100%
Interest Rate Provisions (for Floating Rate Notes): ______
Initial Interest Rate: To be determined two London 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 0.25%
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 _______
[X] Other (specify) The first interest payment date shall be July
1, 1999 and thereafter the interest payment dates shall be
the 1st day of each January, April, July and October
during the term of the Notes.
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 July 1,
1999 and thereafter the interest reset dates shall be the
1st day of each January, April, July and October during
the term of the Notes.
Interest Determination Date:
[ ] As specified in Prospectus Supplement
[X] Other (specify) Two London 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, in
whole or in part, subject to at least 30
calendar days' but no more than 60 calendar
days' notice, on April 1st 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:
Year Repurchase Price
---- ----------------
2009 99.00%
2012 99.25%
2015 99.50%
2018 99.75%
and every third year thereafter at 100%.
Calculation Agent: Citibank, N.A.
Plan of Distribution: Salomon Smith Barney 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. 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.
