As filed with the Securities and Exchange Commission on February 24, 2000
Registration No. 333-_______
============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
___________________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
___________________________
THE WALT DISNEY COMPANY
(Exact name of registrant as specified in its charter)
500 South Buena Vista Street
DELAWARE Burbank, California 91521-9722 95-4545390
(State or other (Address of Principal (I.R.S. Employer
jurisdiction of Executive Offices) Identification No.)
incorporation or
organization)
The Walt Disney Company 1997 Non-Employee Directors
Stock and Deferred Compensation Plan
(Full Title of the Plans)
David K. Thompson, Esq.
Senior Vice President-Assistant General Counsel
500 South Buena Vista Street
Burbank, California 91521
(818) 560-1000
(Name and address of agent for service)
_____________________________
CALCULATION OF REGISTRATION FEE
- -----------------------------------------------------------------------------
Title of Amount to be Proposed Proposed Amount of
securities to registered (1) maximum maximum registration
be registered offering aggregate fee (2)
price per offering
share price
- -----------------------------------------------------------------------------
Disney Common
Stock, par
value $0.01
per share 150,000 shares $35.84375 $5,376,562.50 $1,419.41
- -----------------------------------------------------------------------------
(1) This registration statement covers, in addition to the number of
shares of common stock stated above, rights to acquire the shares of
common stock covered by this registration statement. Pursuant to
to Rule 416(a) of the Securities Act of 1933, as amended (the
"Securities Act"), this registration statement shall be deemed to cover
an indeterminable number of additional shares that may become issuable
pursuant to the anti-dilution provisions of the plan listed above (the
"Plan").
(2) Estimated for the sole purpose of computing the registration fee.
Pursuant to Rules 457(c) and 457(h) under the Securities Act, the
proposed maximum offering price per unit is calculated as the average of
the high and low prices, reported by the New York Stock Exchange, Inc.,
of the Disney Common Stock of the registrant on February 18, 2000.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents previously filed by Disney with the
Securities and Exchange Commission (the "Commission") pursuant to the
Securities Exchange Act of 1934, as amended (the "Exchange Act") are
incorporated herein by reference:
(a) Disney's Annual Report on Form 10-K for the fiscal year ended
September 30, 1999;
(b) Disney's Quarterly Report on Form 10-Q for the quarter ended
December 31, 1999; and
(c) the description of Disney Common Stock contained in Disney's
Registration Statement on Form 8-A, filed November 17, 1999.
All documents subsequently filed by Disney pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-
effective amendment which indicates that all securities offered hereby
have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference herein and to be
a part hereof from the date of the filing of such documents. Any
statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent
that a statement contained herein or in any subsequently filed document
which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this registration statement.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Disney's Restated Certificate of Incorporation provides that a
Disney director will not be liable to Disney or its stockholders for
monetary damages for breach of fiduciary duty as a director, to the full
extent permitted by the Delaware General Corporation Law (the "DGCL"),
as amended or interpreted from time to time. Disney's Certificate of
Incorporation also states that Disney shall, to the full extent
permitted by the DGCL, as amended or interpreted from time to time,
indemnify all directors, officers and employees whom it may indemnify
pursuant thereto and in addition, Disney may, to the extent permitted by
the DGCL, indemnify agents of Disney or other persons. Section 145 of
the DGCL permits indemnification against expenses, fines, judgments and
settlements incurred by any director, officer or employee of a company
in the event of pending or threatened civil, criminal, administrative
or investigative proceedings, if such person was, or was threatened to
be made, a party by reason of the fact that he or she is or was a
director, officer, or employee of the company. Section 145 also
provides that the indemnification provided for therein shall not be
deemed exclusive of any other rights to which those seeking
indemnification may otherwise be entitled.
Disney has also entered into indemnification agreements (the
"Indemnification Agreements") with certain of its directors and officers
(individually, the "Indemnitee"). The Indemnification Agreements, among
other things, provide for indemnification to the fullest extent
permitted by law against any and all expenses, judgments, fines,
penalties and amounts paid in settlement of any claim. The Indemnifica-
tion Agreements provide for the prompt advancement of all expenses to
the Indemnitee and for reimbursement to Disney if it is found that such
Indemnitee is not entitled to such indemnification under applicable law.
The Indemnification Agreements also provide that after a Change in
Control (as defined in the Indemnification Agreements) of Disney which
is not approved by Disney's Board of Directors, all determinations
regarding a right to indemnity and the right to advancement of expenses
shall be made by independent legal counsel selected by the Indemnitee
and approved by Disney's Board of Directors. In addition, in the event
of a Potential Change In Control (as defined in the Indemnification
Agreements), the Indemnitee may require Disney to establish a trust for
his or her benefit and to fund such trust in amounts reasonably
anticipated or proposed to be paid to satisfy Disney's indemnification
obligations under the Indemnification Agreements.
In addition, Disney provides directors' and officers' liability
insurance.
The foregoing summaries are necessarily subject to the complete
text of the DGCL, Disney's Restated Certificate of Incorporation and
Disney's Bylaws, and the arrangements referred to above are qualified in
their entirety by the references thereto.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
See Index to Exhibits.
ITEM 9. UNDERTAKINGS
The undersigned registrant hereby undertakes:
(a)(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by
Section 10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any
facts or events arising after the effective date of
the registration statement (or the most recent post-
effective amendment thereof) which, individually or
in the aggregate, represent a fundamental change in
the information set forth in the registration
statement;
(iii) To include any material
information with respect to the plan of distribution
not previously disclosed in the registration
statement or any material change to such information
in the registration statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply
if information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed with or
furnished to the Commission by the registrant pursuant to Section 13 or
15(d) of the Securities Exchange Act of 1934 that are incorporated by
reference in the registration statement.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.
(b) That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the registrant's annual report
pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of
1934 (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Securities Exchange Act
of 1934) that is incorporated by reference in the registration statement
shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing
provisions, or otherwise, the registrant has been advised that in the
opinion of the Commission such indemnification is against public policy
as expressed in the Securities Act of 1933 and is, therefore,
unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the
registrant in the successful defense of any action, suit or proceeding)
is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will,
unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Securities Act of 1933 and will be governed by the
final adjudication of such issue.
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-8 and has duly caused
this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Burbank, State of
California, on the 22nd day of February, 2000.
THE WALT DISNEY COMPANY
By: /s/ David K. Thompson
----------------------------
David K. Thompson
Senior Vice President-
Assistant General Counsel
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose
signature appears below hereby severally constitutes and appoints
Sanford M. Litvack, Thomas O. Staggs and David K. Thompson, and each of
them, his or her true and lawful attorney-in-fact and agent, with full
power of substitution and resubstitution for him or her and in his or
her name, place and stead, in any and all capacities to sign any and all
amendments (including post-effective amendments) to this Registration
Statement, and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agents, and each of
them, full power and authority to do and perform each and every act and
thing requisite or necessary fully to all intents and purposes as he or
she might or could do in person, hereby ratifying and confirming all
that each said attorneys-in-fact and agents or any of them or their or
his or her substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following persons in
the capacities and on the date indicated.
Signature Title Date
- --------- ----- ----
/s/ Michael D. Eisner Chairman of the Board January 24, 2000
- -------------------------- and Chief Executive
Michael D. Eisner Officer (Principal
Executive Officer)
/s/ Roy E. Disney Vice Chairman of the January 24, 2000
- -------------------------- Board
Roy E. Disney
/s/ Sanford M. Litvack Vice Chairman of the January 24, 2000
- -------------------------- Board
Sanford M. Litvack
/s/ Thomas O. Staggs Executive Vice President January 24, 2000
- -------------------------- and Chief Financial
Thomas O. Staggs Officer (Principal
Financial and Accounting
Officer)
/s/ Reveta F. Bowers Director January 24, 2000
- ---------------------------
Reveta F. Bowers
/s/ Judith Estrin Director January 24, 2000
- ---------------------------
Judith Estrin
/s/ Stanley P. Gold Director January 24, 2000
- ---------------------------
Stanley P. Gold
/s/ Ignacio E. Lozano, Jr. Director January 24, 2000
- ---------------------------
Ignacio E. Lozano, Jr.
/s/ George J. Mitchell Director January 24, 2000
- ---------------------------
George J. Mitchell
/s/ Thomas S. Murhpy Director Janaury 24, 2000
- ---------------------------
Thomas S. Murphy
/s/ Leo J. O'Donovan, S.J. Director January 24, 2000
- ---------------------------
Leo J. O'Donovan, S.J.
/s/ Sidney Poitier Director January 24, 2000
- ---------------------------
Sidney Poitier
/s/ Irwin E. Russell Director January 24, 2000
- ---------------------------
Irwin E. Russell
/s/ Robert A.M. Stern Director January 24, 2000
- ---------------------------
Robert A.M. Stern
/s/ Andrea Van De Kamp Director January 24, 2000
- ---------------------------
Andrea Van De Kamp
/s/ Raymond L. Watson Director January 24, 2000
- ---------------------------
Raymond L. Watson
/s/ Gary L. Wilson Director January 24, 2000
- ---------------------------
Gary L. Wilson
INDEX TO EXHIBITS
Number
- ------
4.1 Amended and Restated Certificate of Incorporation of Disney
(incorporated by reference to Annex C of the Joint Proxy
Statement/Prospectus included in Disney's Registration
Statement on Form S-4 (No. 333-88105) filed with the
Commission on September 30, 1999).
4.2 Bylaws of Disney (incorporated by reference to Disney's
Annual Report on Form 10-K for the fiscal year ended September
30, 1999 filed with the Commission on December 21, 1999).
4.3 The Walt Disney Company 1997 Non-Employee Directors Stock and
Deferred Compensation Plan.*
23.1 Consent of PricewaterhouseCoopers LLP.*
24 Power of Attorney (included on the signature page).
_____________________
* Filed herewith.
EXHIBIT 4.3
THE WALT DISNEY COMPANY
1997 NON-EMPLOYEE DIRECTORS STOCK
AND
DEFERRED COMPENSATION PLAN
1. Purposes and Authorized Shares
The purposes of The Walt Disney Company 1997 Non-Employee Directors
Stock and Deferred Compensation Plan (the "Plan") are to attract,
motivate and retain eligible directors of the Company who elect to
participate in this Plan by offering them opportunities to defer
compensation and to encourage eligible directors to increase their stock
ownership in the Company. An aggregate number not to exceed 50,000
treasury shares of Common Stock (subject to adjustments contemplated by
Section 5.7) may be delivered pursuant to this Plan.
2. Definitions
Whenever the following terms are used in this Plan they shall have
the meaning specified below unless the context clearly indicates to the
contrary:
ACCOUNT or ACCOUNTS means one or more of the Participant's Cash
Account(s), Stock Unit Account(s) or Share Account, as the context
requires.
APPLICABLE PERCENTAGE means the percentage of Eligible Compensation
subject to deferral or payment in Shares.
AVERAGE FAIR MARKET VALUE means the average of the Fair Market
Values of a share of Common Stock during the last 10 trading days
preceding the applicable Award Date.
AWARD DATE means, in the case of Cash Account deferrals, each date
on which cash would otherwise have been paid; in the case of Unit
Account deferrals, the last day of each calendar quarter, except as
provided in Section 5.5; in the case of Share elections under Section
4.1(a), the last day of each Year, except as provided in Section 5.5;
and in the case of Rollover Accounts, December 31, 1997.
BOARD means the Board of Directors of the Company.
CASH ACCOUNT means the bookkeeping account maintained by the
Company on behalf of a Participant who elects to defer his or her
Compensation in cash pursuant to Section 4.
CODE means the Internal Revenue Code of 1986, as amended.
COMMON STOCK means the Common Stock of the Company, subject to
adjustment pursuant to Section 5.7.
COMMITTEE means the Board or a Committee of the Board acting under
delegated authority from the Board.
COMPANY means The Walt Disney Company, a Delaware corporation, and
its successors and assigns.
DIVIDEND EQUIVALENT means the amount of cash dividends or other
cash distributions paid by the Company on that number of shares of
Common Stock which is equal to the number of Stock Units then credited
to a Participant's Stock Unit Account on the applicable measurement date
which amount shall be allocated as additional Stock Units to the
Participant's Stock Unit Account, as provided in Section 5.4.
EFFECTIVE DATE means December 15, 1997.
ELIGIBLE COMPENSATION means retainer and meeting fees for services
as a director.
ELIGIBLE DIRECTOR means a member of the Board who is not an officer
or employee of the Company or a subsidiary and who is compensated in the
capacity as a director and (with reference to any outstanding Account
balance under this Plan) any person who has an Account balance under
this Plan by reason of his or her prior status as an Eligible Director
or Section 8.8.
EXCHANGE ACT means the Securities Exchange Act of 1934, as amended
from time to time.
FAIR MARKET VALUE means on any date the average of the high and low
prices of the Common Stock on the Composite Tape, as published in the
Western Edition of The Wall Street Journal or otherwise reliably
reported, of the principal securities exchange or market on which the
Common Stock is so listed, admitted to trade, or quoted or, if there is
no trading of the Common Stock on such date, then the average of the
high and low prices of the Common Stock as quoted on such Composite Tape
on the next preceding date on which there was trading in such shares.
If the Common Stock is not so listed, admitted or quoted, the Committee
may designate such other exchange, market or source of data as it deems
appropriate for determining such value for purposes of this Plan.
INTEREST RATE means an annual rate equal to the Moody's Average
Corporate (Industrial) Bond Yield as of the most recent date for which
such yield is published prior to the beginning of the applicable
quarter, or such other reasonable rate of interest as the Board by
resolution may from time to time establish for any Year no later than
the end of the preceding year.
PARTICIPANT means any person who elects to participate in this Plan
or otherwise has an Account balance under this Plan.
PLAN means The Walt Disney Company 1997 Non-Employee Directors
Stock and Deferred Compensation Plan.
ROLLOVER ACCOUNT means the bookkeeping account maintained by the
Company on behalf of an Eligible Director with respect to his or her
prior account balance under the Company's 1984 Deferred Compensation
Plan for Outside Directors (the "1984 Plan") which has been converted
into a Cash Account or Stock Unit Account under this Plan pursuant to
Section 8.8.
SHARES means shares of Common Stock.
SHARE ACCOUNT means an Account established under Section 5.3
pursuant to an election under Section 4.1(a).
STOCK UNIT OR UNIT means a non-voting unit of measurement which is
deemed for bookkeeping and payment purposes to represent one outstanding
share of Common Stock of the Company solely for purposes of this Plan.
STOCK UNIT ACCOUNT means the bookkeeping account maintained by the
Company on behalf of each Participant which is credited with Stock Units
in accordance with Section 5.2.
YEAR means each calendar year during the term of this Plan,
commencing with the year 1998.
3. Participation
Each Eligible Director may elect to defer under and subject to
Section 4 of this Plan his or her Eligible Compensation for any Year.
4. Share or Deferral Elections
4.1 Time and Types of Elections. On or before the December 30
immediately preceding each Year (or, in the case of a person who first
becomes an Eligible Director during the Year, within 30 days after
becoming an Eligible Director), each Eligible Director may make an
irrevocable election, subject to Section 4.2, (a) to receive his or her
Eligible Compensation for the Year in Shares and/or (b) to defer:
(1) In a Cash Account the Eligible Compensation not otherwise
deferred in Stock Units for services to be rendered by the Eligible
Director during the next Year (or remainder of the Year, as the
case may be); or
(2) In a Stock Unit Account the Eligible Compensation not
otherwise deferred in a Cash Account and payable to the Eligible
Director for services to be rendered during the next Year (or
remainder of the Year, as the case may be).
4.2 Permitted Amounts; Elections. The portions of the Eligible
Compensation subject to deferral or payment in Shares shall be limited
to increments of 25%, 50%, 75% or 100% (the "Applicable Percentage").
All elections shall be in writing on forms provided by the Company. If
an election is made under this Section 4 and is not revoked or changed
with respect to the following Year by the end of the applicable Year,
the election will be deemed a continuing one.
5. Deferral Accounts
5.1 Cash Account.
If an Eligible Director has made a cash election under Section
4.1(b)(1), the Company shall establish and maintain a Cash Account for
the Participant under this Plan, which Account shall be a memorandum
account on the books of the Company. An Eligible Director's Cash
Account shall be credited as follows:
(a) As of the date the Eligible Compensation would have been
otherwise payable, the Company shall credit the Participant's Cash
Account with an amount equal to the Applicable Percentage of the
Eligible Compensation; and
(b) As of the last day of each calendar quarter, the
Participant's Cash Account shall be credited with interest on the
balance credited to such account as of the last day of the
preceding quarter, plus interest from the applicable date of
crediting under Section 5.1(a) on any additional amounts deferred
during the current quarter, at the Interest Rate (adjusted for the
applicable period of accrual).
5.2 Stock Unit Account.
(a) Elective Deferrals.
(1)Ongoing Elections. If an Eligible Director
has made a Stock Unit election under Section 4.1(b)(2),
the Committee shall, as of the last day of each calendar
quarter in which the Eligible Compensation was earned
and would otherwise be paid, credit the Participant's
Stock Unit Account with a number of Units determined by
dividing an amount which is equal to the Applicable
Percentage of the Participant's Eligible Compensation
(after crediting any interest that would have been
credited as of such date if the amount had been deferred
into a Cash Account under Section 5.1) by the Average
Fair Market Value of a share of Common Stock as of the
Award Date.
(2)One-Time Rollover Election. If an Eligible
Director has made a Stock Unit election under Section
8.8, the Committee shall, as of December 31, 1997,
credit the Participant's Stock Unit Account with a
number of Units determined by dividing the Applicable
Percentage of the Rollover Account (after crediting any
interest that would have been credited as of such date
under the 1984 Plan) by the Average Fair Market Value of
a share of Common Stock as of the Award Date.
(b) Limitations on Rights Associated with Units. An Eligible
Director's Stock Unit Account shall be a memorandum account on the
books of the Company. The Units credited to an Eligible Director's
Stock Unit Account shall be used solely as a device for the
determination of the number of shares of Common Stock to be
eventually distributed to the Participant in accordance with this
Plan. The Units shall not be treated as property or as a trust
fund of any kind. No Participant shall be entitled to any voting
or other stockholder rights with respect to Units granted or
credited under this Plan. The number of Units credited (and the
number of Shares to which the Participant is entitled under this
Plan) shall be subject to adjustment in accordance with Section 5.7
and the terms of this Plan.
5.3 Share Accounts.
If an Eligible Director has made a Share election under Section
4.1(a), an amount equal to the Applicable Percentage of the Eligible
Compensation shall be credited to a Share Account, payable as soon as
practicable after the end of the applicable Year or any earlier
termination of service. The amount of the Share Account shall accrue
interest from the date the Eligible Compensation deferred would
otherwise have been paid until the Year-end (or earlier date of
termination) at the Interest Rate (adjusted for the applicable period of
accrual).
5.4 Dividend Equivalent Credits to Stock Unit Account.
As of the end of each quarter, an Eligible Director's Stock Unit
Account shall be credited with additional Units in an amount equal to
the Dividend Equivalents representing dividends paid during the quarter
on a number of shares equal to the aggregate number of Stock Units in
the Participant's Stock Unit Account as of the end of the preceding
quarter divided by the Average Fair Market Value of a share of Common
Stock as of the applicable crediting date.
5.5 Immediate Vesting and Accelerated Crediting.
(a) Units and Other Amounts Vest Immediately. All Units or
other amounts credited to one or more of an Eligible Director's
Accounts shall be at all times fully vested and not subject to a
risk of forfeiture.
(b) Acceleration of Crediting of Accounts. The crediting of the
rights to payment of each Participant in respect of Accounts shall
be accelerated if an Eligible Director ceases to serve as a
director of the Company. In such case, the amount of interest at
the Interest Rate (adjusted for the applicable period of accrual),
Units or Shares credited for the quarter in which the termination
of services occurs shall be prorated based on the number of days of
service during the applicable quarter. For these purposes, the
Award Date shall be deemed to be the date of termination of
service.
5.6 Distribution of Cash or Shares.
(a) Time and Manner of Distribution of Accounts.
(1) Cash Accounts and Stock Units Account. The cash or
Shares respectively payable under this Plan in respect of Cash
Accounts or Stock Unit Accounts shall be distributed to the
Participant (or, in the event of his or her death, the
Participant's Beneficiary), subject to Section 8.8, at such
time and in such manner as elected by the Participant and set
forth in the Participant's Election Agreement. A Participant
may elect any of the distribution commencement dates and
methods of distribution (lump sum or annual installments) set
forth in the form of Election Agreement approved by the
Committee from time to time, initially the form of Exhibit A
attached hereto. Notwithstanding the foregoing, if after a
termination of service the balance remaining in an Eligible
Director's Cash Account is less than $10,000 or, if the number
of Units remaining in the Participant's Stock Unit Accounts is
less than 100, then such remaining balances shall be
distributed in a lump sum.
(2) Share Account. The Shares payable under this Plan
in respect of Share Accounts under Section 5.3 shall be
delivered as soon as practicable after completion of the Year
(or shorter service period, in the event of termination of
service), but no later than 30 business days following (x) the
end of the Year or (y) the date of termination of service, if
applicable. The number of Shares deliverable shall be
determined by (i) dividing the amount of the Share Account
(after crediting all amounts contemplated hereby) by the
"Average Annual Fair Market Value" of the Company's Common
Stock during the Year or other applicable service period, and
(ii) rounding the number of Shares determined down to the
nearer whole number of such Shares. The "Average Annual Fair
Market Value" means the sum of the Fair Market Values of the
Common Stock on the last day of each quarter during the
applicable service period (i.e., the calendar year or
applicable shorter period) divided by the number of measurement
dates during such service period.
(b) Change in Manner of Distribution of Cash Accounts or Stock
Unit Accounts. A Participant may change the manner of any
distribution election from a lump sum to annual installments (or
vice versa) with respect to amounts credited under a Cash Account
or Stock Unit Account by filing a written election with the
Committee on a form provided by the Committee; provided, however,
that no such election shall be effective until at least 12 months
after such election is filed with the Committee, and no such
election shall be effective with respect to any Account after
benefits with respect to such Account have commenced. An election
made pursuant to this Section 5.6(b) shall not affect the date of
the commencement of benefits.
(c) Change in Time of Distribution of Cash Accounts or Stock
Unit Accounts. A Participant may elect to further defer the
commencement of any distribution to be made with respect to amounts
credited under any Cash or Stock Unit Account by filing a new
written election with the Committee on a form approved by the
Committee; provided, however, that (1) no such election shall be
effective until 12 months after such election is filed with the
Committee, and (2) no such new election shall be effective with
respect to any Account after benefits with respect to the Account
shall have commenced. An election made pursuant to this Section
5.6(c) shall not affect the manner of distribution (i.e., lump sum
versus installments), the terms of which shall be subject to
Section 5.6(b) above.
(d) Form of Distribution of Cash Accounts or Stock Unit
Accounts. Stock Units credited to an Eligible Director's Stock
Unit Account shall be distributed in an equivalent whole number of
shares of the Company's Common Stock. Any fractional share
interests shall be accumulated and paid in cash with the last
distribution. All amounts credited to an Eligible Director's Cash
Account shall be distributed in cash.
(e) Acceleration of Share Account Distribution on Termination of
Service. Notwithstanding Sections 5.6(a) (2) if a Participant's
service terminates, a Participant's Share Account (including
accelerated benefits under Section 5.5(b)), if any, shall be
distributed as soon as practicable, but no later than 30 business
days thereafter, and the number and valuation of the Shares will be
based on the amount in the Account, plus interest (on a per diem
basis) based on the Interest Rate (adjusted for the applicable
accrual period), divided by the Average Annual Fair Market Value.
(f) Acceleration. The Board by declaration may accelerate any
payment date (using for valuation purposes the date of its decision
and prior retainer payment dates in the applicable period) in
extraordinary circumstances where it determines that such action is
necessary or advisable to prevent a forfeiture or permit the
realization of intended benefits and is otherwise fair to the
director and the Company.
5.7 Adjustments in Case of Changes in Common Stock.
If there shall occur any change in the outstanding shares of the
Company's Common Stock by reason of any stock dividend, stock split,
recapitalization, merger, consolidation, combination or other
reorganization, exchange of shares, sale of all or substantially all of
the assets of the Company, split-up, split-off, spin-off, extraordinary
redemption, liquidation or similar corporate change or change in
capitalization or any distribution to holders of the Company's Common
Stock (other than cash dividends and cash distributions), the Committee
shall make such proportionate and equitable adjustments consistent with
the effect of such event on stockholders generally (but without
duplication of benefits if Dividend Equivalents are credited), as the
Committee determines to be necessary or appropriate, in the number, kind
and/or character of shares of Common Stock or other securities, property
and/or rights contemplated hereunder, including any appropriate
adjustments to the market prices used in the determination of the number
of Shares and Units, and in rights in respect of Stock Unit Accounts and
Share Accounts credited under this Plan so as to preserve the benefits
intended.
6. Administration
6.1 The Administrator.
The Administrator of this Plan shall be the Board as a whole or a
Committee as appointed from time to time by the Board to serve as
administrator of this Plan. The participating members of any Committee
so acting shall include, as to decisions in respect of participants who
are subject to Section 16 of the Exchange Act, only those members who
are Non-Employee Directors (as defined in Rule 16b-3 promulgated under
the Exchange Act). Members of the Committee shall not receive any
additional compensation for administration of this Plan.
6.2 Committee Action.
A member of the Committee shall not vote or act upon any matter
which relates solely to himself or herself as a Participant in this
Plan. Action of the Committee with respect to the administration of
this Plan shall be taken pursuant to a majority vote or (assuming
compliance with Section 6.1) by unanimous written consent of its
members.
6.3 Rights and Duties; Delegation and Reliance; Decisions
Binding.
Subject to the limitations of this Plan, the Committee shall be
charged with the general administration of this Plan and the
responsibility for carrying out its provisions, and shall have powers
necessary to accomplish those purposes, including, but not by way of
limitation, the following:
(1) To construe and interpret this Plan;
(2) To resolve any questions concerning the amount of benefits
payable to a Participant (except that no member of the Committee
shall participate in a decision relating solely to his or her own
benefits);
(3) To make all other determinations required by this Plan;
(4) To maintain all the necessary records for the administration
of this Plan; and
(5) To make and publish forms, rules and procedures for the
administration of this Plan.
The determination of the Committee made in good faith as to any disputed
question or controversy and the Committee's determination of benefits
payable to Participants, including decisions as to adjustments under
Section 5.7, shall be conclusive and binding for all purposes of this
Plan. In performing its duties, the Committee shall be entitled to rely
on information, opinions, reports or statements prepared or presented
by: (i) officers or employees of the Company whom the Committee
believes to be reliable and competent as to such matters; and (ii)
counsel (who may be employees of the Company), independent accountants
and other persons as to matters which the Committee believes to be
within such persons' professional or expert competence. The Committee
shall be fully protected with respect to any action taken or omitted by
it in good faith pursuant to the advice of such persons. The Committee
may delegate ministerial, bookkeeping and other non-discretionary
functions to individuals who are officers or employees of the Company.
7. Plan Changes and Termination
7.1 Amendments.
The Board shall have the right to amend this Plan in whole or in
part from time to time or may at any time suspend or terminate this
Plan; provided, however, that, except as contemplated by Section 5.7, no
amendment or termination shall cancel or otherwise adversely affect in
any way, without his or her written consent, any Participant's rights
with respect to then outstanding Accounts (and the right to interest
(the specific rate of which may be changed from time to time by the
Board as above provided) or Dividend Equivalent credits thereon so long
as the Account is outstanding). Any amendments authorized hereby shall
be stated in an instrument in writing, and all Participants shall be
bound by upon receipt of notice of the amendment.
7.2 Term.
It is the current expectation of the Company that this Plan shall
continue indefinitely, but, in the case of the crediting of the Stock
Units and/or Share Accounts, subject to the continued availability of
treasury shares. Continuance of this Plan, however, is not assumed as a
contractual obligation of the Company. If the Board of Directors
decides to discontinue or terminate this Plan, it shall notify the
Committee and Participants in this Plan of its action in writing, and
this Plan shall be terminated at the time set forth on the notice. All
Participants shall be bound thereby. No benefits shall accrue in
respect of Eligible Compensation earned after a discontinuance or
termination of this Plan.
8. Miscellaneous
8.1. Limitation on Participants' Rights.
Participation in this Plan shall not give any person the right to
serve as a member of the Board or any rights or interests other than as
herein provided. This Plan shall create only a contractual obligation
on the part of the Company as to such amounts and shall not be construed
as creating a trust. This Plan, in and of itself, has no assets.
Participants shall have only the rights of a general unsecured creditor
of the Company with respect to amounts credited and benefits payable, if
any, on their Cash Accounts, and rights no greater than the right to
receive the Common Stock (or equivalent value as a general unsecured
creditor) with respect to Stock Units or Share Accounts. Participants
shall not be entitled to receive actual dividends or to vote Shares
until after delivery of a certificate representing the Shares.
8.2. Beneficiaries.
(a) Beneficiary Designation. Upon forms provided by and subject
to conditions imposed by the Company, each Participant may designate in
writing the Beneficiary or Beneficiaries (as defined in Section 8.2(b))
whom such Participant desires to receive any amounts payable under this
Plan after his or her death. The Company and the Committee may rely on
the Participant's designation of a Beneficiary or Beneficiaries last
filed in accordance with the terms of this Plan.
(b) Definition of Beneficiary. A Participant's "Beneficiary" or
"Beneficiaries" shall be the person, persons, trust or trusts (or
similar entity) designated by the Participant or, in the absence of a
designation, entitled by will or the laws of descent and distribution to
receive the Participant's benefits under this Plan in the event of the
Participant's death, and shall mean the Participant's executor or
administrator if no other Beneficiary is identified and able to act
under the circumstances.
8.3. Benefits Not Transferable; Obligations Binding Upon
Successors.
Benefits of a Participant under this Plan shall not be assignable
or transferable and any purported transfer, assignment, pledge or other
encumbrance or attachment of any payments or benefits under this Plan,
or any interest therein, other than by operation of law or pursuant to
Section 8.2, shall not be permitted or recognized. Shares deliverable
under this Plan may be subject to restrictions on transfer under
applicable securities laws, unless the Shares are duly registered prior
to issuance. Obligations of the Company under this Plan shall be
binding upon successors of the Company.
8.4. Governing Law; Severability.
The validity of this Plan or any of its provisions shall be
construed, administered and governed in all respects under the laws of
the State of Delaware. If any provisions of this Plan shall be held by
a court of competent jurisdiction to be invalid or unenforceable, the
remaining provisions hereof shall continue to be fully effective.
8.5. Compliance with Laws.
This Plan and the offer, issuance and delivery of shares of Common
Stock and/or the payment of money through the deferral of compensation
under this Plan are subject to compliance with all applicable federal
and state laws, rules and regulations (including but not limited to
state and federal securities law) and to such approvals by any listing,
agency or any regulatory or governmental authority as may, in the
opinion of counsel for the Company, be necessary or advisable in
connection therewith. Any securities delivered under this Plan shall be
subject to prior registration or such restrictions as the Company may
deem necessary or desirable to assure compliance with all applicable
legal requirements, and the person acquiring such securities shall, if
requested by the Company, provide such assurances and representations to
the Company as it may reasonably request to assure such compliance.
8.6. Plan Construction.
It is the intent of the Company that transactions pursuant to this
Plan satisfy and be interpreted in a manner that satisfies the
applicable conditions for exemption under Rule 16b-3 promulgated under
the Exchange Act ("Rule 16b-3") so that to the extent elections are
timely made, elective deferrals (including the crediting of Units and
Dividend Equivalents and the distribution of Shares hereunder) will be
entitled to the benefits of Rule 16b-3 or other exemptive rules under
Section 16 of the Exchange Act and will not be subjected to avoidable
liability thereunder. The Committee may, subject to Section 8.5,
permit elections by individual directors that would not qualify for
exemption under Section 16(b) of the Exchange Act, so long as the
availability of any exemption thereunder for other Directors under this
Plan is not compromised.
8.7. Headings Not Part of Plan.
Headings and subheadings in this Plan are inserted for reference
only and are not to be considered in the construction of the provisions
hereof.
8.8. Relationship to the 1984 Deferred Compensation Plan for
Outside Directors (the "1984 Plan").
This Plan supersedes in its entirety the 1984 Plan effective
December 31, 1997. On that date, accrued balances under the 1984 Plan
for the benefit of any current Eligible Director shall be credited to a
Cash Account or, at the irrevocable election of the director submitted
in the form of Exhibit B and received by the Company prior to December
30, 1997, a Stock Unit Account under this Plan. The Account thereafter
shall be credited and payable in accordance with the provisions of this
Plan applicable to Stock Unit Accounts and/or Cash Accounts, as the case
may be.
EXHIBIT 23.1
Consent of Independent Accountants
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of The Walt Disney Company of our report dated
November 22, 1999 relating to the financial statements appearing in The
Walt Disney Company's Annual Report on Form 10-K for the year ended
September 30, 1999.
PricewaterhouseCoopers LLP
Los Angeles, California
February 22, 2000
