SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
__________________
FORM 8-K
PURSUANT TO SECTION 13 or 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
March 14, 1994
The Walt Disney Company
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
1-4083 95-0684440
(Commission File Number) (IRS Employer Identification No.)
500 South Buena Vista Street, Burbank, California 91521
(Address of principal executive offices) (Zip Code)
(818) 560-1000
(Registrant's Telephone Number)
Item 5. Other Events.
On March 14, 1994, The Walt Disney Company (the
"Registrant") and Euro Disney S.C.A. issued a joint press
release attached hereto as Exhibit 99.
Item 7. Exhibits.
(99) Joint press release, dated March 14, 1994, of the
Registrant and Euro Disney S.C.A.
SIGNATURE
Pursuant to the requirements of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to
be signed on its behalf by the undersigned hereunto duly
authorized.
THE WALT DISNEY COMPANY
By: /s/ David K. Thompson
David K. Thompson
Vice President--Assistant
General Counsel
Dated: March 14, 1994
EXHIBIT INDEX
(99) Joint Press Release, dated March 14, 1994, of The Walt
Disney Company and Euro Disney S.C.A.
EXHIBIT (99)
DISNEY, EURO DISNEY AND BANK COMMITTEE PRESENT BROAD
FINANCIAL RESTRUCTURING PLAN
Plan Subject To Approval of Lenders
BURBANK, Calif. -- The Walt Disney Company and Euro
Disney S.C.A. announced today a broad financial
restructuring plan for Euro Disney designed to ensure the
long-term viability of the Euro Disney Resort. The
agreement, which must be accepted by all the lenders, is
being recommended by the joint Steering Committee consisting
of representatives of Banque Nationale de Paris, Banque
Indosuez, Deutsche Bank AG, Barclay's Bank PLC, Caisse des
Depots et Consignations, Long Term Credit Bank of Japan
Limited, National Westminster Bank Plc, Caisse Nationale de
Credit Agricole and Credit National.
The plan provides for forgiveness of certain interest
amounts and deferral of certain principal payments due to
the lenders, a waiver and reduction of royalties and
management fees for specified periods of time by The Walt
Disney Company, and a 6 billion franc underwriting of new
Euro Disney stock. It will be implemented as soon as
possible after approval by the lenders. In the meantime,
the parties have agreed upon a mechanism for providing the
company with sufficient liquidity to ensure that the resort
will continue to operate, without any interruption or
reduction in service.
"We are delighted that we have been able to work out a
fair and economically sensible restructuring of the finances
of Euro Disney," said Michael D. Eisner, chairman and chief
executive officer of The Walt Disney Company. "This will
ensure that this resort, which has been the best-received
park ever in Europe, will operate on a sound financial basis
as well. We are extremely confident in the park and its
future."
The financial restructuring plan provides for the
forgiveness of the equivalent of about 18 months of
interest, as well as a deferral of all principal payments
for three years.
Disney has agreed, as part of the package, to eliminate
its royalties and management fees for a period of 5 years
and to reduce them for a period of time thereafter. Disney
will continue to be entitled to an incentive fee based upon
the performance of Euro Disney.
The plan contemplates that a syndicate to be formed by
the lenders will underwrite 51% of a 6 billion franc rights
offering and that The Walt Disney Company will subscribe to
the remaining 49%. The plan also provides that prior to the
equity offering, there will be a reduction in the capital of
Euro Disney by way of a reduction in the par-value of the
company's shares. The price of the offering, which is
currently estimated to be close to the par-value of the
stock, will be set at the time of the offering by the
underwriters and Euro Disney based upon conditions at the
time and in accordance with relevant legal requirements.
Substantially all the proceeds of the offering will be used
to repay the lenders' debt, reducing the bank debt to
approximately 10 billion francs.
Also, as part of the financial restructuring plan, the
lenders and Disney will subscribe to bonds with ten-year
warrants to purchase Euro Disney stock at 40 francs per
share, leading to the potential issuance of up to 70 million
new Euro Disney shares.
In order to provide for Euro Disney's continuing
liquidity, as part of the restructuring, The Walt Disney
Company has agreed to arrange for a 1.1 billion franc
standby line of credit, at a market interest rate, for 10
years.
In addition, The Walt Disney Company will enter into a
1.4 billion franc lease financing of certain theme park
assets on terms favorable to Euro Disney and, principally in
return for funds previously advanced, Disney will receive a
1 billion franc principal amount of bonds, redeemable in
shares at 40 francs, paying 1% interest per year.
These various measures are designed to assist Euro
Disney in generating positive net income in fiscal year
1995.
Philippe Bourguignon, chairman of Euro Disney stated,
"We are very pleased that The Walt Disney Company and the
Steering Committee for the banks share our confidence in the
potential of Euro Disney and our new business initiatives.
We are especially excited about the future in light of the
opportunities presented by the restructuring plan. All of
our cast members should be thanked for their great tenacity
and outstanding dedication towards making Euro Disney a
unique destination resort."
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