As filed with the Securities and Exchange Commission on March 11, 1999
File No. 333-34167
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
______________________________
AMENDMENT NO. 2
TO
FORM S-3
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
_______________________________
THE WALT DISNEY COMPANY
(Exact name of registrant as specified in this charter)
Delaware
(State or other jurisdiction of incorporation or organization)
95-4545390
(I.R.S. Employer Identification No.)
500 South Buena Vista Street
Burbank, California 91521
(818) 560-1000
(Address, including zip code, and telephone number, including area code, of
registrant's principal offices)
David K. Thompson
Senior Vice President - Assistant General Counsel
The Walt Disney Company
500 South Buena Vista Street
Burbank, California 91521
(818) 560-1000
(Name, address, including zip code, and telephone number, including area
code, of agent for service)
_______________________________
Approximate Date of Commencement of Proposed Sale to the Public:
From time to time after the effective date of this Amendment No. 2
to this Registration Statement becomes effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. [ ]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [x]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number of
the earlier effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
Portions of the Prospectus previously filed with this Registration Statement
are hereby amended to read as set forth herein. The amended portions are
those under the headings "Available Information; Incorporation of Documents
by Reference," "U.S. Federal Income Taxation" and "Experts" and the
responses to Questions 4, 11, 12, 16, 17, 18, 20, 23, 27, 28, 29 and 30.
Prospectus dated March 11, 1999
10,000,000 shares of Common Stock
The Walt Disney Company Investment Plan
A Direct Stock Purchase Plan for Disney Common Stock
The Walt Disney Company is pleased to offer The Walt Disney Company
Investment Plan, a direct stock purchase plan designed to provide investors
with a convenient method to purchase shares of Disney common stock and to
reinvest cash dividends in the purchase of additional shares.
Key features of the Plan are summarized below:
If you currently own fewer than 10 shares of Disney common
stock, or do not currently own any shares of Disney common
stock at all, you may join the Plan by completing an enrollment
form and either making an initial cash investment of at least
$1,000 or authorizing monthly deductions of at least $100 from
a qualified bank account for the purchase of Disney common
stock.
If you currently own at least 10 shares of Disney common stock,
registered in your name, you may participate in the Plan simply
by completing and returning an enrollment form. If you own at
least 10 shares but they are currently held by a bank or broker
in its name (that is, in "street name"), you will need to
instruct your agent to convert the shares to certificate form,
registered in your name, in order to participate.
Once you have enrolled, you may make additional investments of
$100 or more by check or money order or through automatic
monthly deductions from a qualified bank account.
All cash dividends will be reinvested automatically in
additional shares of Disney common stock.
As a participant, you may (but are not required to) deposit
your Disney common stock certificates with the Plan
Administrator for safekeeping.
You may sell all or any portion of your Disney common stock
through the Plan.
Participation in the Plan is subject to the payment of certain
fees in connection with enrollment and purchase and sale of
shares.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR
HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS. IF ANY
OTHER INFORMATION OR REPRESENTATIONS ARE GIVEN OR MADE, YOU MUST NOT RELY
UPON THEM AS HAVING BEEN AUTHORIZED.
This Prospectus does not constitute an offer to sell or a solicitation
of an offer to buy shares of Disney common stock in any state or other
jurisdiction to any person to whom it is unlawful to make such an offer or
solicitation. To the extent required by applicable law in certain
jurisdictions, shares offered under the Plan to persons who are not record
holders of Disney common stock are offered only through a registered
broker/dealer in those jurisdictions.
Neither the delivery of this Prospectus nor any sale made hereunder
should be deemed to imply that there has been no change in the affairs of
the Company since the date of this Prospectus or that the information
herein is correct as of any time subsequent to its date.
TABLE OF CONTENTS
The Walt Disney Company...............................................
Available Information; Incorporation of Documents by Reference........
The Walt Disney Company Investment Plan...............................
Purpose..........................................................
Administration...................................................
Eligibility and Enrollment.......................................
Optional Cash Investments........................................
Purchase of Common Stock.........................................
Dividends........................................................
Sale of Shares...................................................
Custodial Service................................................
Issuance of Stock Certificates...................................
Gifts and Transfers of Shares....................................
Service Fees.....................................................
Withdrawal from the Plan.........................................
Additional Information...........................................
Limitation of Liability...............................................
U.S. Federal Income Taxation..........................................
Use of Proceeds.......................................................
Legal Matters.........................................................
Experts...............................................................
Indemnification.......................................................
The Walt Disney Company
Disney is a Delaware corporation having its principal executive
offices at 500 South Buena Vista Street, Burbank, California 91521
(telephone: (1-818) 560-1000).
The Company, together with its subsidiaries, is a diversified
international entertainment enterprise with operations in three principal
business segments: Creative Content, Broadcasting and Theme Parks and
Resorts.
Businesses in the Creative Content segment produce and distribute live-
action and animated motion pictures, television programs, home video
products and musical recordings; license Disney's characters and other
intellectual property for use in connection with merchandise and
publications; conduct retail distribution operations through the Disney
Store and other outlets; and publish books and magazines.
Included in the Broadcasting segment are the operations of the ABC
television and radio networks, television and radio stations owned by
Disney subsidiaries, cable programming operations, including The Disney
Channel and ESPN, and international television operations.
The Theme Parks and Resorts segment encompasses the operations of
Disneyland Park in California and the Walt Disney World Resort in Florida,
the licensing of Tokyo Disneyland in Japan and sports operations, including
the Mighty Ducks of Anaheim. The Company also has an equity investment in
Euro Disney S.C.A., which operates the Disneyland Paris Resort and is
managed by a Company subsidiary.
Available Information; Incorporation of Documents by Reference
The Walt Disney Company is subject to the Securities Exchange Act of
1934, as amended, and accordingly files reports, proxy statements and other
information with the Securities and Exchange Commission. These materials
may be inspected and copied at the public reference facilities of the SEC,
Judiciary Plaza, 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549,
as well as the SEC regional offices at 7 World Trade Center, New York, New
York 10048, and Citicorp Center, 500 W. Madison Street, Suite 1400,
Chicago, Illinois 60661. Copies may be obtained by mail at prescribed
rates. Requests should be directed to the SEC's Public Reference Section,
Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549.
In addition, the SEC maintains a Web site that contains all filings made
electronically by registrants like Disney, accessible at
http://www.sec.gov. The Company's filings may also be inspected at the New
York and Pacific stock exchanges.
Disney has filed the following documents with the SEC. They are
incorporated in this Prospectus by reference:
(1) Disney's Annual Report on Form 10-K for the fiscal year ended
September 30, 1998.
(2) Disney's Quarterly Report on Form 10-Q for the fiscal quarter
ended December 31, 1998.
(3) The description of Disney's common stock contained in Disney's
Registration Statement on Form 8-B dated December 28, 1995.
All documents subsequently filed by Disney pursuant to Section 13(a),
13(c), 14 or l5(d) of the Exchange Act prior to termination of this
offering will also be deemed to be incorporated by reference in this
Prospectus.
Disney will provide you without charge, upon request, a copy of any
of the documents incorporated by reference. Requests should be directed to
Shareholder Services Department, P.O. Box 11447, Burbank, California 91510-
1447 (telephone: (1-818) 553-7200).
The Company has filed a registration statement with the SEC relating
to the shares offered hereby. This Prospectus omits some information
contained in the registration statement, as permitted by SEC rules.
The Walt Disney Company Investment Plan
PURPOSE
1. What is the purpose of the Plan?
The purpose of the Plan is to promote long-term stock ownership among
existing and new investors in the Company by providing a convenient
method to purchase shares of Disney common stock and reinvest cash
dividends paid on such shares.
ADMINISTRATION
2. Who administers the Plan?
The Plan is administered by the Disney Shareholder Services
department, which serves as the Company's stock transfer agent,
registrar and dividend disbursing agent. As Administrator, Disney
Shareholder Services acts as agent for Plan participants and keeps
records, sends statements and performs other duties relating to the
Plan. Disney Shareholder Services reserves the right to resign as
Plan Administrator at any time, in which case the Company would
designate a new administrator.
Purchases and sales of Disney common stock under the Plan are made by
an independent broker-dealer acting as purchasing agent for Plan
participants. To the extent required by applicable law in certain
jurisdictions, shares offered under the Plan are offered through an
independent broker-dealer.
3. How do I contact the Plan Administrator?
Written Inquiries: Disney Shareholder Services
P.O. Box 7773
Burbank, CA 91510-7773
Street Address: Disney Shareholder Services
611 North Brand Boulevard
Suite 6100
Glendale, California 91203
Telephone Inquiries: (1-818) 553-7200
Requests for Enrollment
Packages for New Investors: (1-800) 948-2222
When communicating with the Administrator, you should have available
your account number and taxpayer identification number.
4. What kind of reports will be sent to participants in the Plan?
The Administrator will send you a cumulative account statement within
10 business days after each cash investment, dividend reinvestment,
transfer or withdrawal. The Administrator will also send a statement
promptly after each sale of shares under the Plan. You should retain
these statements in order to establish the cost basis of shares
purchased under the Plan for income tax and other purposes. In
addition, each participant will receive all communications sent to
all other shareholders, such as annual reports and proxy statements.
Please note that if you are enrolling just for dividend reinvestment,
you will not receive a confirmation notice of your enrollment.
ELIGIBILITY AND ENROLLMENT
5. How does a Disney shareholder become eligible to participate in the
Plan?
If you are already a Disney shareholder with at least 10 shares of
common stock registered directly in your name (that is, if you have
one or more certificates for the shares), you may enroll in the Plan
simply by completing and returning the appropriate enrollment form.
If you currently have fewer than 10 shares of Disney common stock
registered in your name, you may enroll by completing and returning
the appropriate enrollment form and either making an initial
investment of at least $1,000 or authorizing automatic monthly
deductions of at least $100 from a qualified bank account.
6. I already own shares, but they are held by my bank or broker and
registered in "street name." How can I participate?
If you currently own shares of Disney common stock that are held on
your behalf by a bank or broker (that is, in "street name"), you will
need to arrange with the record holder of your shares to have at least
10 shares registered directly in your name in order to be eligible to
participate. Once the shares are registered in your name, you can
request the Administrator to send you an enrollment package.
Participants may, if they wish, send their share certificates to the
Administrator for safekeeping, but doing so is not mandatory. In
order to sell certificated shares through the Plan, however, it is
necessary that the certificates be deposited with the Administrator.
See Questions 20 and 23 below.
7. I'm not currently a shareholder. Can I participate in the Plan?
If you currently hold no shares of Disney common stock, you may enroll
in the Plan by completing and returning an enrollment form for new
investors and either making an initial investment of at least $1,000
or authorizing automatic monthly deductions of at least $100 from a
qualified bank account.
8. Are there fees associated with enrollment?
Yes. A one-time $10.00 enrollment fee is payable with respect to each
enrollment. If you are not making an initial cash investment because
you already hold at least 10 shares or because you have signed up for
automatic monthly deductions of $100, you will need to include a $10
check or money order made payable to The Walt Disney Company
Investment Plan with your enrollment form. If your enrollment form is
accompanied by an initial cash investment, the enrollment fee will be
deducted from your initial investment, together with a $5.00
investment fee. An investment fee will also be deducted from each
subsequent investment, in the amount of $5.00 in the case of
investments by check or money order, or $1.00 in the case of automatic
deductions. See Question 28 below.
9. Are there any restrictions on participation in the Plan by
shareholders residing outside the United States?
Regulations in certain countries may limit or prohibit participation
in services provided under this type of program. Therefore, persons
residing outside the United States should first determine whether they
are subject to any governmental regulations prohibiting or limiting
their participation before requesting any of the services provided
through the Plan.
OPTIONAL CASH INVESTMENTS
10. What are the minimum and maximum amounts for optional cash
investments?
Additional investments may be made in amounts of at least $100,
subject to a maximum of $250,000 during any calendar year, including
your initial investment, if any.
11. How do I make an optional cash investment?
You may send a check or money order payable in U.S. dollars to "Disney
Investment Plan." Cash and third-party checks are not allowed.
Checks or money orders must be accompanied by the appropriate section
of your account statement and mailed to The Walt Disney Company
Investment Plan, General Post Office, P.O. Box 5705, New York, NY
10087-5705. If you do not have the appropriate section of your account
statement, you can mail your investment to the Administrator. See
Question 3. Make sure you include the account number and/or the full
registration on the account.
12. Can I have optional cash investments automatically deducted from my
bank account?
Yes. You can authorize monthly automatic deductions from an account
at a financial institution that is a member of the National Automated
Clearing House Association. The minimum amount for monthly deductions
is $100.
* To initiate this service, you must send a completed "Automatic
Deduction Service" form to the Administrator.
* To change any aspect of the instruction, you must send a revised
"Automatic Deduction Service" form to the Administrator.
* To terminate the deductions, you must notify the Administrator in
writing.
Initial set-up, changes and terminations to the automatic deduction
instructions will be made as soon as practicable. Once automatic
deductions begin, funds will be deducted from your designated account
on the 15th of each month, or the next business day if the 15th is not
a business day, and invested five business days later.
13. Will I be charged fees for optional cash investments?
Yes. For any investment made by check or money order, a fee of $5.00
will be deducted prior to investment. A fee of $1.00 per investment
will be deducted prior to investment with respect to any investment
made by automatic monthly deduction. See Question 28 below.
14. How are payments with "insufficient funds" handled?
If the Administrator does not receive credit for a cash payment
because of insufficient funds or incorrect draft information, the
requested purchase will be deemed void, and the Administrator will
immediately remove from your account any shares already purchased
upon the prior credit of such funds. The Administrator may also
place a hold on the Plan account until an "insufficient funds" fee of
$20.00 is received from the participant, or may sell such shares to
satisfy any uncollected amounts. If the net proceeds from the sale
of such shares are insufficient to satisfy the balance of the
uncollected amounts, the Administrator may sell additional shares
from your account as necessary to satisfy the uncollected balance.
PURCHASE OF COMMON STOCK
15. What is the source of Disney common stock purchased through the Plan?
At Disney's discretion, share purchases will be made by the Plan's
purchasing agent either in the open market or directly from Disney.
Share purchases in the open market may be made on any stock exchange
where Disney common stock is traded or by negotiated transactions on
such terms as the purchasing agent may reasonably determine. Neither
Disney nor any participant will have any authority or power to direct
the date, time or price at which shares may be purchased by the
purchasing agent.
16. When will shares be purchased?
Initial and optional investment purchases will be made within five
business days from the date we receive your funds. No interest will
be paid on amounts held by the Administrator pending investment. The
Administrator may commingle each participant's funds with those of
other participants for the purpose of executing purchases.
17. What is the price of shares purchased under the Plan?
Shares purchased in the open market on any investment date will be
credited to a participant's account at the weighted average price
incurred to purchase all shares acquired on that date, including
brokerage commissions of $.03 per share. Shares purchased from Disney
will be purchased and credited to a participant's account at the
average of the high and low sales prices of Disney common stock as
reported on the New York Stock Exchange Composite Tape on the date of
purchase. No brokerage commissions will be payable with respect to
shares acquired from Disney.
DIVIDENDS
18. Must my dividends be reinvested automatically?
Yes. Cash dividends on all shares of Disney common stock, including
fractional shares, held in your account will be reinvested
automatically in additional shares of Disney common stock. No fees
will be charged in connection with dividend reinvestments, although
the purchase price will include the brokerage commission of $.03 per
share applicable to all purchases.
19. When will my dividends be reinvested and at what price?
The reinvestment of your dividends will generally begin on the Monday
following the dividend payment date and will normally extend over a
two- to five-day period. The price of shares purchased with the
dividend will be the weighted average price, including brokerage
commissions, of all shares purchased with reinvested dividends.
SALE OF SHARES
20. How do I sell my Plan shares?
You may sell any number of whole shares held in your account by
completing the appropriate section of your account statement, or
by preparing a written request and sending it to the Administrator.
All registered shareholders must sign the request. The Administrator
will forward your request to the Plan's purchasing agent, and the
purchasing agent will sell your shares, along with shares to be sold
for other accounts, within five business days. Proceeds from the
sale, less a sales fee of $10.00 and a brokerage commission of $.03
per share, will be sent by check to you within five business days
following the sale.
Please note that shares that you hold in certificate form must first
be deposited into your Plan account before they can be sold. See
Questions 22 and 23 below. Additionally, we are unable to wire
transfer sale proceeds. All payments will be made by check and mailed
to the participant.
21. Is there a minimum number of shares that I must maintain in my account
to keep it active?
Yes. You must maintain at least five whole shares of Disney common
stock in your Plan account. If your account balance falls below five
shares, the Administrator may terminate your participation in the Plan
unless you achieve the minimum balance within three months after
written notice from the Administrator. Upon termination, your
participation in the Plan will cease. Your Plan account will be
converted into a registered account, and a certificate will be sent to
you for the number of whole shares held in the Plan account, together
with a check for the value of any fractional share.
If you are a new investor who has signed up for monthly deductions,
your account will be exempt from this requirement until you accumulate
five whole shares in your account.
CUSTODIAL SERVICE
22. How does the custodial service (book-entry shares) work?
All shares of Disney common stock that are purchased through the Plan
will be held by the Administrator and reflected in book-entry form in
the participant's account on the records of the Administrator. A Plan
participant who holds Disney common stock certificates may also, at
any time, deposit those certificates for safekeeping with the
Administrator, and the shares represented by the deposited
certificates will be included in book-entry form in the participant's
account.
23. How do I deposit my Disney stock certificates with the Administrator?
To deposit certificates into the Plan, you should send your
certificates, by registered and insured mail, to the Administrator,
(see Question 3), with written instructions to deposit the shares
represented by the certificates in your Plan account. The certificates
should not be endorsed and the assignment section should not be
completed.
24. Are there any charges associated with this custodial service?
No. There is no cost to you either for having the Administrator hold
the shares purchased for you through the Plan or for depositing with
the Administrator the stock certificates you hold for the purpose of
adding the shares to your book-entry share position.
ISSUANCE OF STOCK CERTIFICATES
25. Will stock certificates be issued for shares acquired through the
Plan?
No. Stock certificates will not be issued for shares in a Plan
account unless a specific request is made to the Administrator. The
Plan's book-entry custodial service eliminates the risk and cost of
certificate loss, theft or destruction.
26. How do I request a stock certificate?
Certificates for full shares held in the Plan may be obtained, without
charge, by writing to the Administrator and requesting the issuance of
shares in certificate form.
GIFTS AND TRANSFERS OF SHARES
27. Can I transfer shares that I hold in the Plan to someone else?
Yes. You may transfer ownership of some or all of your Plan shares by
sending the Administrator written, signed transfer instructions.
Signatures of all registered holders must be "Medallion Guaranteed" by
a financial institution participating in the Medallion Guarantee
program. The Medallion Guarantee program ensures that the individual
signing is in fact the owner as indicated on the participant's
account. Medallion stamps can be obtained at most major banks and
brokerage firms.
You may transfer shares to new or existing shareholders; however, a
new Plan account will not be opened as a result of a transfer of fewer
than 10 shares. If you wish to open a new Plan account for the
transferee, you must include a $10.00 enrollment fee for each new
account with the gift/transfer instructions.
Gifts to Minors
---------------
If you are transferring shares to a minor, you need to provide the
name of the adult custodian who will be listed on the account. Once
the minor has reached the age of majority the custodian's name can
be removed. Additionally, gifts to minors are irrevocble. Shares
may not be transferred from a custodial account to other custodial
accounts or individuals until the minor has reached the age of
majority and provides us with proper transfer instructions and proof
of age.
SERVICE FEES
28. What are the fees associated with participation in the Plan?
Participation in the Plan is subject to the payment of certain fees as
outlined below:
One-Time Enrollment Fee $10.00
Investment Fees*
via check or money order $5.00
via automatic investment $1.00
Sales Fee* $10.00
Termination Fee $10.00
Fee for bounced check or rejected
automatic deductions $20.00
* Plus a $.03 per share trading fee.
WITHDRAWAL FROM THE PLAN
29. How do I close my Plan account?
You may terminate your participation in the Plan either by giving
written notice to the Administrator or by completing the appropriate
section of your account statement and returning it to the
Administrator. Upon termination, you must elect either to receive a
certificate for the number of whole shares held in your Plan account
and a check for the value of any fractional share, or to have all of
the shares in your Plan account sold for you as described above in
Question 20.
A fee of $10.00 will be charged on all terminations. In addition, if
you elect to have your shares sold, a commission of $.03 per share
will be charged. The per-share commission will also apply to the sale
of any fractional share. If you choose to have all whole shares
issued in certificate form and the fractional share amount, if any,
does not cover the termination fee, the Administrator may sell a full
share to satisfy any uncollected balance.
Any certificates issued upon termination will be issued in the name or
names in which the account is registered, unless otherwise instructed.
If the certificate is to be issued in a name other than the name or
names on your Plan account, you must include complete transfer
instructions signed by all registered shareholders. The signatures
on the instruction letter must be "Medallion Guaranteed" by a
financial institution participating in the Medallion Guarantee
program. (See Question 27 above.) No certificates will be issued for
fractional shares.
The Administrator will process notices of withdrawal and send proceeds
to you as soon as practicable, without interest. If a notice of
withdrawal is received on or after an ex-dividend date but before the
related dividend payment date, the withdrawal will be processed as
described above and a separate dividend check will be mailed as soon
as practicable following the payment date. Thereafter, cash dividends
will be paid out to the shareholder and not reinvested in Disney
common stock.
If you are an active participant in the automatic deduction service
and request that all shares be sold, be aware that you may have a
purchase pending that will result in more shares being placed in your
account after the original sale request has been completed. If this
is the case, the Administrator will automatically sell these
additional shares within five business days of the credit to your
account and send you a second check for these periods. The $10.00
sale fee will be waived in this circumstance, although the brokerage
commission of $.03 per share will be charged.
ADDITIONAL INFORMATION
30. How would a stock split or stock dividend affect my account?
Any shares resulting from a stock split or stock dividend paid on
shares held in custody for you by the Administrator or held by you
in certificate form will be credited to your book-entry position. Of
course, you may request a certificate at any time for any or all of
your shares. (See Question 26.)
31. How do I vote my Plan shares at shareholders' meetings?
As a Plan participant, you will be sent a proxy statement in
connection with each meeting of the Company's shareholders, together
with a proxy card representing the shares held by the Administrator in
your Plan account. This proxy card, when duly signed and returned,
will be voted as you indicate. Fractional shares will be aggregated
and voted in accordance with the participants' directions. If the
proxy card is not returned or if it is returned unsigned, the shares
will not be voted.
32. Can the Plan be changed or discontinued?
Disney reserves the right to suspend, modify or terminate the Plan at
any time. All participants will receive notice of any such
suspension, modification or termination. Upon termination of the Plan
by Disney, certificates for whole shares held in a participant's
account under the Plan will be issued and a cash payment will be made
for any fractional share.
LIMITATION OF LIABILITY
IF YOU CHOOSE TO PARTICIPATE IN THE PLAN, YOU SHOULD RECOGNIZE THAT
NEITHER DISNEY NOR THE ADMINISTRATOR CAN ASSURE YOU OF A PROFIT OR PROTECT
YOU AGAINST A LOSS ON THE SHARES THAT YOU PURCHASE UNDER THE PLAN.
Neither Disney nor the Administrator, in administering the Plan, will
be liable for any act done in good faith or for any good faith omission to
act, including without limitation any claim of liability arising out of
failure to terminate a participant's account upon such participant's death,
the price at which shares are purchased or sold for the participant's
account, the times when purchases or sales are made or fluctuations in the
market value of Disney common stock. This limitation of liability will not
constitute a waiver by any participant of his or her rights under the
federal securities laws.
Although the Plan provides for the reinvestment of dividends, the
declaration and payment of dividends will continue to be determined by the
Board of Directors of the Company in its discretion, depending upon future
earnings, the financial condition of Disney and other factors. The amount
and timing of dividends may be changed, or the payment of dividends
terminated, at any time without notice.
U.S. FEDERAL INCOME TAXATION
Cash dividends reinvested under the Plan will be taxable for U.S.
Federal income tax purposes as having been received by a participant even
though the participant has not actually received them in cash. Each
participant will receive an annual statement from the Administrator
indicating the amount of reinvested dividends reported to the U.S. Internal
Revenue Service as dividend income.
A participant will not realize gain or loss for U.S. Federal income
tax purposes upon a transfer of shares to the Plan or the withdrawal of
whole shares from the Plan. Participants will, however, generally realize
gain or loss upon the receipt of cash for fractional shares held in the
Plan. Gain or loss will also be realized by the participant when whole
shares are sold, either by the purchasing agent pursuant to the
participant's request or by the participant after withdrawal from the Plan.
The amount of gain or loss will be the difference between the amount that
the participant receives for the shares or fraction of a share sold and the
participant's tax basis therefor. In order to determine the tax basis for
shares or any fraction of a share credited to a participant's account, each
participant should retain all account statements.
Plan participants who are non-resident aliens or non-U.S.
corporations, partnerships or other entities generally are subject to a
withholding tax on dividends paid on shares held in the Plan. The
Administrator is required to withhold from dividends paid the appropriate
amount determined in accordance with Internal Revenue Service regulations.
Where applicable, this withholding tax is determined by treaty between the
United States and the country in which the participant resides. In
addition, dividends paid on shares in Plan accounts are subject to the
"backup withholding" provisions of the Internal Revenue Code. Accordingly,
the amount of any dividends, net of the applicable withholding tax, will be
credited to participant Plan accounts for investment in additional shares
of Disney common stock.
The foregoing does not purport to be a comprehensive summary of all of
the tax considerations that may be relevant to a participant in the Plan
and does not constitute tax advice. The summary does not reflect every
possible outcome that could result from participation in the Plan, and does
not consider any possible tax consequences under various state, local,
foreign or other tax laws. Each participant is urged to consult his or her
own tax advisor regarding the tax consequences applicable to his or her
particular situation before participating in the Plan or disposing of
shares purchased under the Plan.
USE OF PROCEEDS
Shares purchased for Plan participants with reinvested cash dividends
and optional cash investments will, at the Administrator's option, be
shares newly issued by Disney, shares held in Disney's treasury or shares
purchased in the open market by the Administrator. Disney and the
Administrator are unable to estimate the number of shares, if any, that
will be purchased directly from Disney under the Plan or the amount of
proceeds from any such shares. If shares for the Plan are purchased from
Disney, the net proceeds will be used by Disney for general corporate
purposes.
LEGAL MATTERS
The legality of the common stock covered hereby has been passed upon
for Disney by David K. Thompson, Esq., Senior Vice President-Assistant
General Counsel of Disney. Mr. Thompson owns shares of Disney common
stock, both directly and as a participant in various stock and employee
benefit plans, and he is eligible to participate in the Plan.
EXPERTS
The consolidated financial statements incorporated by reference to
Disney's Annual Report on Form 10-K for the year ended September 30, 1998
have been so incorporated in reliance upon the report of PriceWaterhouse-
Coopers LLP, independent accountants, given on the authority of that firm
as experts in accounting and auditing.
INDEMNIFICATION
Section 145 of the General Corporation Law of the State of Delaware
and the Certificate of Incorporation and the By-Laws of Disney provide for
indemnification of officers, directors and employees of Disney in certain
circumstances for certain liabilities and expenses.
The directors and officers of Disney are covered by insurance policies
indemnifying them against certain liabilities, including certain
liabilities arising under the Securities Act, which might be incurred by
them in such capacities and against which they cannot be indemnified by
Disney.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers or persons
controlling the registrant pursuant to the foregoing provisions, the
registrant has been informed that in the opinion of the SEC such
indemnification is against public policy as expressed in the Securities Act
and is therefore unenforceable.
THIS PROSPECTUS SHOULD BE RETAINED BY PARTICIPANTS IN THE PLAN FOR FUTURE
REFERENCE.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-3 and has duly caused
this Amendment No. 2 to the Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized in the City of Los
Angeles, State of California, on March 11, 1999.
THE WALT DISNEY COMPANY
By: /s/ Thomas O. Staggs
-----------------------------
Thomas O. Staggs
Executive Vice President
and Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this
Amendment No. 2 to the Registration Statement has been signed below by the
following persons in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
<S> <C> <C>
Michael D. Eisner* Chairman of the Board and
- ----------------------- Chief Executive Officer and March 11, 1999
Michael D. Eisner Director
Thomas O. Staggs Executive Vice President
- ----------------------- and Chief Financial Officer March 11, 1999
Thomas O. Staggs (Chief Accounting Officer)
Roy E. Disney* Vice Chairman of the March 11, 1999
- ----------------------- Board and Director
Roy E. Disney
Reveta F. Bowers* Director March 11, 1999
- -----------------------
Reveta F. Bowers
Director March 11, 1999
- -----------------------
Judith L. Estrin
Stanley P. Gold* Director March 11, 1999
- -----------------------
Stanley P. Gold
Sanford M. Litvack* Senior Executive Vice March 11, 1999
- ----------------------- President and Chief
Sanford M. Litvack of Corporate Operations and
Director
Ignacio E. Lozano, Jr.* Director March 11, 1999
- -----------------------
Ignacio E. Lozano, Jr.
George J. Mitchell* Director March 11, 1999
- -----------------------
George J. Mitchell
Thomas S. Murphy* Director March 11, 1999
- -----------------------
Thomas S. Murphy
Leo J. O'Donovan S.J.* Director March 11, 1999
- -----------------------
Leo J. O'Donovan S.J.
Sidney Poitier* Director March 11, 1999
- -----------------------
Sidney Poitier
Irwin E. Russell* Director March 11, 1999
- -----------------------
Irwin E. Russell
Robert A.M. Stern* Director March 11, 1999
- -----------------------
Robert A.M. Stern
Director March 11, 1999
- -----------------------
Andrea Van de Kamp
E. Cardon Walker* Director March 11, 1999
- -----------------------
E. Cardon Walker
Raymond L. Watson* Director March 11, 1999
- -----------------------
Raymond L. Watson
Gary L. Wilson* Director March 11, 1999
- -----------------------
Gary L. Wilson
*By /s/ David K. Thompson
------------------------
David K. Thompson
Attorney-In-Fact
</TABLE>
