UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the Quarter Ended June 30, 1994 Commission File Number: 1-4083
THE WALT DISNEY COMPANY
Incorporated in Delaware I.R.S. Employer Identification
No. 95-0684440
500 South Buena Vista Street Burbank, California 91521
(818) 560-1000
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15 (d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such
shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90
days.
YES ....x.... NO ..........
There were 535,139,473 shares of Common Stock, $.025 par value,
outstanding as of August 8, 1994.
<PAGE>
PART I. FINANCIAL INFORMATION
THE WALT DISNEY COMPANY
CONDENSED CONSOLIDATED STATEMENT OF INCOME
In millions, except per share data (unaudited)
<TABLE>
<CAPTION>
Nine Months Three Months
Ended Ended
June 30 June 30
1994 1993 1994 1993
<S> <C> <C> <C> <C>
REVENUES
Theme parks and resorts $2,513.6 $2,507.0 $ 942.2 $ 986.1
Filmed entertainment 3,534.7 2,793.6 1,003.7 654.5
Consumer products 1,308.4 1,054.0 407.7 296.2
7,356.7 6,354.6 2,353.6 1,936.8
COSTS AND EXPENSES
Theme parks and resorts 1,984.8 1,950.5 703.9 723.9
Filmed entertainment 2,867.0 2,266.4 836.3 519.1
Consumer products 977.8 769.9 320.8 223.9
5,829.6 4,986.8 1,861.0 1,466.9
OPERATING INCOME
Theme parks and resorts 528.8 556.5 238.3 262.2
Filmed entertainment 667.7 527.2 167.4 135.4
Consumer products 330.6 284.1 86.9 72.3
1,527.1 1,367.8 492.6 469.9
CORPORATE ACTIVITIES
General and administrative
expenses 120.6 124.9 39.6 41.5
Net interest and investment
income (17.7) (18.5) (5.1) (4.2)
102.9 106.4 34.5 37.3
LOSS FROM INVESTMENT IN EURO
DISNEY (52.8) (100.1) (52.8) (30.9)
INCOME BEFORE INCOME TAXES
AND CUMULATIVE EFFECT OF
ACCOUNTING CHANGES 1,371.4 1,161.3 405.3 401.7
Income taxes 486.9 412.2 137.8 142.6
INCOME BEFORE CUMULATIVE EFFECT
OF ACCOUNTING CHANGES 884.5 749.1 267.5 259.1
CUMULATIVE EFFECT OF ACCOUNTING
CHANGES
Pre-opening costs (271.2)
Postretirement benefits (130.3)
Income taxes 30.0
NET INCOME $ 884.5 $ 377.6 $ 267.5 $ 259.1
</TABLE>
<PAGE>
THE WALT DISNEY COMPANY
CONDENSED CONSOLIDATED STATEMENT OF INCOME (Continued)
In millions, except per share data (unaudited)
<TABLE>
<CAPTION>
Nine Months Three Months
Ended Ended
June 30 June 30
1994 1993 1994 1993
<S> <C> <C> <C> <C>
AMOUNTS PER COMMON SHARE
EARNINGS BEFORE CUMULATIVE EFFECT
OF ACCOUNTING CHANGES $ 1.62 $ 1.37 $ .49 $ .48
CUMULATIVE EFFECT OF ACCOUNTING
CHANGES
Pre-opening costs (.50)
Postretirement benefits (.24)
Income taxes .06
EARNINGS PER SHARE $ 1.62 $ .69 $ .49 $ .48
AVERAGE NUMBER OF COMMON AND
COMMON EQUIVALENT SHARES
OUTSTANDING 546.3 545.0 546.1 545.4
</TABLE>
<PAGE>
THE WALT DISNEY COMPANY
CONDENSED CONSOLIDATED BALANCE SHEET
In millions
<TABLE>
<CAPTION>
June 30, September 30,
1994 1993
(unaudited)
<S> <C> <C>
ASSETS
Cash and cash equivalents $ 707.0 $ 363.0
Investments 1,766.8 1,888.5
Receivables 1,436.0 1,390.3
Merchandise inventories 593.0 608.9
Film and television costs 1,606.9 1,360.9
Theme parks, resorts and other property,
net of accumulated depreciation of
$2,540.2 and $2,286.4 5,707.2 5,228.2
Other assets 843.0 911.3
$12,659.9 $11,751.1
LIABILITIES AND STOCKHOLDERS' EQUITY
Accounts and taxes payable and other
accrued liabilities $ 2,835.2 $ 2,821.1
Borrowings 2,550.9 2,385.8
Unearned royalty and other advances 751.9 840.7
Deferred income taxes 707.7 673.0
Stockholders' equity
Preferred stock, $.10 par value
Authorized - 100.0 million shares
Issued - none
Common stock, $.025 par value
Authorized - 1.2 billion shares
Issued - 566.6 million and 564.6
million shares 936.1 876.4
Retained earnings 5,603.6 4,833.1
Cumulative translation adjustments 48.5 36.7
6,588.2 5,746.2
Less treasury shares, at cost - 30.5
million and 29.1 million shares 774.0 715.7
5,814.2 5,030.5
$12,659.9 $11,751.1
</TABLE>
<PAGE>
THE WALT DISNEY COMPANY
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
In millions (unaudited)
<TABLE>
<CAPTION>
Nine Months Ended
June 30
1994 1993
<S> <C> <C>
CASH PROVIDED BY OPERATIONS BEFORE
INCOME TAXES $ 2,329.8 $ 1,795.3
Income taxes paid (313.7) (288.0)
CASH PROVIDED BY OPERATIONS 2,016.1 1,507.3
INVESTING ACTIVITIES
Theme parks, resorts and other
property, net 768.4 580.8
Film and television costs 1,074.0 723.5
Investments (121.7) 365.6
Euro Disney investment and advances 87.4
1,720.7 1,757.3
FINANCING ACTIVITIES
Borrowings 1,337.6 1,118.9
Reduction of borrowings (1,172.5) (1,408.7)
Dividends (114.0) (95.1)
Other (2.5) 55.8
48.6 (329.1)
INCREASE (DECREASE) IN CASH AND CASH
EQUIVALENTS 344.0 (579.1)
Cash and cash equivalents, beginning
of period 363.0 764.8
CASH AND CASH EQUIVALENTS, END OF PERIOD $ 707.0 $ 185.7
The difference between Income Before Income Taxes and Cumulative
Effect of Accounting Changes as shown on the Condensed Consolidated
Statement of Income and Cash Provided by Operations Before Income
Taxes is explained as follows:
INCOME BEFORE INCOME TAXES AND
CUMULATIVE EFFECT OF ACCOUNTING
CHANGES $ 1,371.4 $ 1,161.3
CUMULATIVE EFFECT OF ACCOUNTING
CHANGES (514.2)
CHARGES TO INCOME NOT REQUIRING CASH
OUTLAYS
Depreciation 289.4 258.5
Amortization of film and television
costs 828.0 367.8
Euro Disney 52.8 165.7
Other 45.8 40.5
CHANGES IN
Receivables (45.7) (15.7)
Merchandise inventories 15.9 (0.7)
Other assets 22.5 174.0
Accounts payable and other accrued
liabilities (161.5) 167.5
Unearned royalty and other advances (88.8) (9.4)
958.4 1,148.2
CASH PROVIDED BY OPERATIONS BEFORE
INCOME TAXES $ 2,329.8 $ 1,795.3
SUPPLEMENTAL CASH FLOW INFORMATION
Interest paid $ 73.0 $ 62.9
</TABLE>
<PAGE>
THE WALT DISNEY COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1. These condensed consolidated financial statements have been
prepared in accordance with generally accepted accounting
principles for interim financial information and with the
instructions to Rule 10-01 of Regulation S-X. Accordingly, they
do not include all of the information and footnotes required by
generally accepted accounting principles for complete financial
statements. In the opinion of management, all adjustments
(consisting only of normal recurring adjustments, except for the
accounting changes as disclosed in notes 1, 7, 8, and 12 of the
Company's consolidated financial statements for the year ended
September 30, 1993 and the charge to reflect the Company's
participation in the Euro Disney financial restructuring as
described in Note 4) considered necessary for a fair presentation
have been included. Operating results for the quarter are not
necessarily indicative of the results that may be expected for the
year ending September 30, 1994. Certain reclassifications have
been made in the 1993 financial statements to conform to the 1994
presentation. For further information, refer to the consolidated
financial statements and footnotes thereto included in the
Company's Annual Report on Form 10-K for the year ended September
30, 1993.
2. Cash dividends per share for the quarters ended June 30, 1994 and
1993 were $.0750 and $.0625, respectively.
3. During June 1994, the Company issued Yen 30 billion (approximately
$285 million) of Japanese Yen Bonds through a public offering in
Japan. The bonds are senior, unsecured debt obligations of the
Company which mature on December 22, 1997. Interest on the bonds
is payable semi-annually at a fixed rate of 3% per annum through
maturity. The Company simultaneously entered into a cross-
currency swap agreement, which effectively converted the bonds
into dollar obligations bearing interest at LIBOR minus 24 basis
points.
4. During the quarter, the Company entered into agreements with Euro
Disney and the Euro Disney lenders participating in Euro Disney's
financial restructuring (the "Lenders"), to provide certain debt,
equity and lease financing to Euro Disney as part of its
commitments under the restructuring plan. The Company recorded a
charge of $52.8 million in the third quarter to reflect its
participation in the restructuring. As a result of its
participation in the Euro Disney restructuring, the Company will
record its equity share of Euro Disney's operating results in the
fourth quarter and thereafter.
<PAGE>
THE WALT DISNEY COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
Under the agreements, which specify amounts denominated in French
francs, the Company committed to increase its equity investment in
Euro Disney by subscribing for 49% of a $1.0 billion rights
offering of new shares; to provide long-term lease financing at a
1% interest rate for approximately $240 million of Euro Disney
theme park assets; and to subscribe, in part through an offset
against fully reserved working capital advances previously made to
Euro Disney, for securities reimbursable in shares with a face
value of approximately $175 million and a 1% coupon. In addition,
the Company agreed to cancel fully-reserved receivables due from
Euro Disney of approximately $210 million, to waive royalties and
base management fees for a period of five years and to reduce such
amounts for specified periods thereafter, and to modify the method
by which management incentive fees are calculated.
In addition to the commitments described above, the Company agreed
to arrange for the provision of a 10-year unsecured standby credit
facility of approximately $190 million for Euro Disney, bearing
interest at PIBOR.
As part of the restructuring, the Company received 10-year
warrants for the purchase of up to 27.8 million shares of Euro
Disney at a price of FF 40 per share.
The terms of the restructuring also provide that, in the event
that Euro Disney decides to launch the second phase of the
development of its theme park and resort, and commitments for the
necessary financing have been obtained, the Company will be
entitled to a development fee of approximately $200 million. Upon
receipt of the development fee, the Company's entitlement to
purchase Euro Disney shares by exercise of the warrants described
above will be reduced to 15 million shares.
The Company has agreed, so long as any obligations to the Lenders
are outstanding, to maintain ownership of at least 34% of the
outstanding common stock of Euro Disney until June 1999, at least
25% for the subsequent five years and at least 16.67% for an
additional term thereafter.
During the fourth quarter, the financial restructuring was
completed and the Company funded its commitments described above.
<PAGE>
THE WALT DISNEY COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
As part of the overall restructuring, the Lenders agreed to
underwrite 51% of the Euro Disney rights offering, to forgive
interest charges for the period from April 1, 1994 to September
30, 2003 having a present value of approximately $270 million and
to defer all principal payments until three years later than
originally scheduled. As consideration for their participation in
the financial restructuring, Euro Disney will issue to the Lenders
10-year warrants for the purchase of up to 40 million shares of
Euro Disney stock at a price of FF 40 per share.
Pursuant to agreements executed in May 1994 with Prince Alwaleed
Bin Talal Bin Abdulaziz Al Saud, Chairman of United Saudi
Commercial Bank, the Company has agreed to sell to Prince Alwaleed
up to 100 million Euro Disney shares at the rights offering price
of FF 10 per share. The exact number of shares to be sold will
depend upon the number of shares Prince Alwaleed purchases from
Euro Disney lenders that served as underwriters of Euro Disney's
rights offering. Consummation of the sale, which would reduce the
Company's interest in Euro Disney to no less than 36%, is
anticipated by December 31, 1994. The Company will thereafter
record its equity share of Euro Disney's operating results based
upon its reduced ownership interest.
<PAGE>
THE WALT DISNEY COMPANY
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The Company's businesses are subject to the effects of seasonality.
Consequently, the operating results for the quarter and nine months
ended June 30, 1994 for each line of business, and for the Company as
a whole, will not necessarily be indicative of the results expected
for the full year. The reader is encouraged to read the Company's
1993 Annual Report on Form 10-K in conjunction with this interim
report.
The Theme Parks and Resorts business experiences fluctuations in park
attendance and resort occupancy resulting from the nature of vacation
travel. Peak attendance and resort occupancy generally occur during
the summer months when school vacations occur and during early-winter
and spring holiday periods.
Filmed Entertainment operating results fluctuate based upon the timing
of theatrical and home video releases. Release dates are determined
by several factors, including timing of vacation and holiday periods
and competition in the market.
Operating results for Consumer Products are influenced by seasonal
consumer purchasing behavior and by the timing of animated theatrical
releases.
RESULTS OF OPERATIONS
For the Quarter and Nine Months Ended June 30, 1994
Theme Parks and Resorts
Quarter
Revenues decreased $43.9 million or 4%, primarily as a result of lower
attendance at theme parks in Florida and California. Attendance
declined principally due to lower international tourist visitation and
continued softness in overall tourist visitation to Southern
California. The lower attendance reduced revenues by $70 million
compared with the prior year quarter. Partially offsetting the
decrease were growth in guest spending at Florida theme parks and
resorts of $18 million, primarily due to price increases, and an
increase in occupied rooms at Florida resorts, reflecting absorption
of additional capacity from the opening of Disney's Wilderness Lodge
and the initial phase of Disney's All-Star Sports Resort, which
contributed $10 million.
Operating income decreased $23.9 million or 9% from the prior year,
reflecting lower theme park revenues, partially offset by a $20
million or 3% decline in costs and expenses, which consist principally
of labor, costs of merchandise, food and beverages sold, depreciation,
repairs and maintenance, entertainment, and marketing. Lower costs
and expenses reflected certain cost reduction initiatives, partially
offset by costs related to expansion of Florida resorts.
<PAGE>
THE WALT DISNEY COMPANY
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)
Theme Parks and Resorts (continued)
Nine Months
Revenues of $2.51 billion increased slightly from the prior year,
driven by $58 million of growth in per capita spending at Florida
theme parks and $31 million of growth from increased occupied rooms at
Florida resorts and increased sales volume at the Disney Vacation
Club. These increases, combined with growth in other revenues, offset
the $100 million impact of lower attendance at Florida and California
theme parks. The increase in occupied rooms resulted primarily from
absorption of additional capacity from the third quarter openings of
Disney's Wilderness Lodge and the initial phase of Disney's All-Star
Sports Resort, and expansion at the Disney Vacation Club. Per capita
spending rose primarily as a result of price increases. Lower
attendance was driven by reduced international tourism and continued
softness in overall tourist visitation to Southern California.
Operating income decreased $27.7 million or 5% from the prior year,
driven by reduced revenues from lower theme park attendance and a
$34.3 million or 2% increase in costs and expenses related principally
to resort expansion in Florida.
Filmed Entertainment
Quarter
Revenues of $1 billion increased $349.2 million or 53% from the prior
year. Worldwide home video revenues grew $185 million, reflecting the
domestic sell-through release of The Return of Jafar and the continued
international success of sell-through releases The Jungle Book, Bambi
and Beauty and the Beast. Domestic theatrical revenues increased $74
million, principally due to the initial release of The Lion King, the
release of When A Man Loves A Woman and five titles, including The
Crow, distributed by Miramax Film Corp., which was acquired in June
1993. Television revenues increased $43 million primarily due to
increased title availabilities in international syndication and pay
television.
Operating income increased $32 million or 24% over the prior year,
primarily reflecting higher home video and theatrical revenues,
partially offset by a $317.2 million or 61% increase in costs and
expenses, which consist principally of film and television cost
amortization, distribution and selling costs. Worldwide home video
operating income rose primarily due to the strong performance of The
Return of Jafar. Domestic theatrical operating income improved over
the prior year due largely to the strong opening of The Lion King.
International theatrical operating income declined as a result of
lower profit margins per film in the current year and the strong
performance of titles released in the prior year. Television costs
increased at a higher rate than revenues as a result of increased
program cost amortization, principally due to the cancellation of two
network series, Nurses and Herman's Head.
<PAGE>
THE WALT DISNEY COMPANY
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)
Filmed Entertainment (continued)
Nine Months
Revenues of $3.53 billion increased $741.1 million or 27% from the
prior year. Worldwide home video revenues grew $499 million over the
prior year. Domestic home video revenues were driven by Aladdin, The
Fox and the Hound and The Return of Jafar compared to Beauty and the
Beast and Pinocchio in the prior year, while international home video
revenues were driven by The Jungle Book, Bambi and Beauty and the
Beast compared to Cinderella, Peter Pan and The Great Mouse Detective
in the prior year. Domestic theatrical revenues increased $70 million
as a result of continued expansion of theatrical productions,
including thirteen titles released by Miramax in the current year.
Television revenues grew $75 million over the prior year due to
increased title availabilities in worldwide television.
Operating income increased $140.5 million or 27% over the prior year
primarily due to the growth in worldwide home video activity,
partially offset by lower worldwide theatrical operating income,
reflecting lower profit margins per film in the current year. Higher
margins in the prior year were driven by the domestic release of
Aladdin and international releases of Beauty and the Beast, Sister Act
and The Jungle Book compared to the current period's initial release
of The Lion King and the international releases of Aladdin and Cool
Runnings. Costs and expenses increased $600.6 million or 27%,
principally due to higher distribution and selling costs.
Consumer Products
Quarter
Revenues increased $111.5 million or 38%, reflecting $39 million in
increased merchandise licensing activities worldwide, driven primarily
by the continued strength of traditional Disney characters and new
animated film properties. Additionally, expansion of the Disney
Stores, with 287 locations worldwide compared to 220 in the prior
year, and increased sales of records and audio products, primarily
relating to The Lion King, generated $27 million and $22 million in
increased revenues, respectively.
Operating income increased $14.6 million or 20%, primarily due to
merchandise licensing growth in the U.S. and Asia and the success of
The Lion King soundtrack, partially offset by higher costs and
expenses. Costs and expenses, which consist principally of costs of
goods sold, labor and publicity and promotion, increased $96.9 million
or 43% due to increased retail sales of records and audio products,
expanded operations and sales increases at the Disney Stores, and
higher expenses in catalog businesses.
<PAGE>
THE WALT DISNEY COMPANY
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)
Consumer Products (continued)
Nine Months
Revenues of $1.31 billion increased $254.4 million or 24%, driven
primarily by $116 million in revenue growth from the Disney Stores,
with 67 additional stores worldwide and 4% higher same-store sales
performance, a $73 million increase in worldwide merchandise licensing
revenues, generated by traditional Disney characters and new animated
film properties, including Aladdin and The Lion King, and $23 million
of sales growth from catalog businesses.
Operating income increased $46.5 million or 16%, primarily due to the
worldwide success of character merchandise licensing and expansion of
the Disney Stores, partially offset by higher costs and expenses.
Costs and expenses increased $207.9 million or 27%, primarily
reflecting expansion and revenue growth of the Disney Stores and
higher expenses in catalog businesses.
Corporate Activities
General and administrative expenses decreased $1.9 million or 5% for
the quarter and $4.3 million or 3% for the nine-month period reflecting
operating income from Disney Sports Enterprises (The Mighty Ducks of
Anaheim) and lower losses incurred by Hollywood Records for both the quarter
and nine months.
Net interest and investment income was slightly higher for the
quarter, reflecting higher capitalized interest, due to increased
capital expenditures, partially offset by lower yields on investments,
and higher current year average borrowings. For the nine-month
period, net interest income decreased slightly, reflecting lower
average investments and yields offset in part by higher capitalized
interest. Results for the nine-month period in the prior year also
included the write-off of unamortized issue costs resulting from the
redemption of the Company's zero coupon convertible subordinated
debentures in March 1993, partially offset by gains on termination of
certain interest rate swap agreements.
Investment in Euro Disney
As described in Note 4 of Notes to Condensed Consolidated Financial
Statements, the Company recorded a charge of $52.8 million in the
third quarter to reflect its participation in the Euro Disney
financial restructuring, pursuant to which the Company made certain
investment and financing commitments to Euro Disney. In the prior-
year quarter and nine months, the charges related to the Company's
investment in Euro Disney reflected its equity share of Euro Disney's
operating results, partially offset by royalties and gain amortization
related to the investment. As a result of Euro Disney's
restructuring, the Company will not receive royalties for a period of
five years, nor will it recognize any further gain amortization.
<PAGE>
THE WALT DISNEY COMPANY
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)
Investment in Euro Disney (continued)
As a result of its agreement to provide additional debt and equity
financing to Euro Disney, the Company will record its equity share of
Euro Disney's operating results in the fourth quarter and thereafter.
Euro Disney expects to incur losses, under U.S. accounting principles,
during the fourth quarter and in fiscal 1995, which will have a
negative impact upon the Company's results.
Euro Disney's impact on the Company's earnings will be reduced to the
extent that the Company sells a portion of its Euro Disney shares to
Prince Alwaleed Bin Talal Bin Abdulaziz Al Saud, as provided for under
the agreement with Prince Alwaleed discussed in Note 4.
Income Taxes
The effective income tax rate was 34.0% for the quarter and 35.5% for
the nine-month period, and 35.5% for the prior year quarter and nine-
month periods.
FINANCIAL CONDITION
For the nine months ended June 30, 1994, cash provided by operations
increased $508.8 million or 34% from the prior year, primarily due to
home video releases in Filmed Entertainment and expanded merchandise
licensing activities worldwide in Consumer Products. Cash generated
was primarily used to fund expanded film and television production and
new theme park attractions and resort properties, including Sunset
Boulevard and the Twilight Zone Tower of Terror at the Disney-MGM
Studios Theme Park and Disney's Wilderness Lodge and initial phases of
Disney's All-Star Resorts in Florida.
Borrowings increased $165.1 million or 7%, primarily due to the
issuance of $285 million of Japanese Yen Bonds in the current quarter
and $475 million of Senior Participating Notes issued during the
second quarter, partially offset by repayment of commercial paper
balances. For more information on the bonds, see Note 3 of Notes to
Condensed Consolidated Financial Statements.
The Company funded its obligations under the Euro Disney financial
restructuring plan, as described in Note 4 of Notes to Condensed
Consolidated Financial Statements, in the fourth quarter from
available resources. The Company believes that its combination of
cash, other liquid assets, operating cash flows and borrowing capacity
are more than adequate to fund its ongoing operating requirements.
<PAGE>
THE WALT DISNEY COMPANY
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 thereunto duly authorized.
THE WALT DISNEY COMPANY
(Registrant)
By /s/ Richard D. Nanula
Richard D. Nanula
Executive Vice President and
Chief Financial Officer
August 15, 1994
Burbank, California
