Rule 424(b)(3)
Registration No. 33-62777
PRICING SUPPLEMENT NO.: 14 dated November 17, 1997
THE WALT DISNEY COMPANY
Medium-Term Notes
This Pricing Supplement accompanies and supplements the Prospectus dated
March 7, 1996, as supplemented by the Prospectus Supplement, dated March
7, 1996 (the "Prospectus Supplement").
The Notes have the following terms (as applicable):
Rate: / / Fixed Rate /X/ Floating Rate* / / Zero Coupon
/ / Discount
* Under the circumstances specified below under "Interest Rate Provisions
for Floating Rate Notes - Interest Trigger Provision", the interest rate
applicable to the Notes may become fixed at 0% with respect to all
periods commencing on December 24, 1997 through December 24, 2007.
Form: /X/ Book-Entry / / Definitive
Principal Amount: $60,000,000
Original Issue Price: 100%
CUSIP No: 25468PAP1
Proceeds to the Company: $59,970,000
Discount or Commission to Agents: $30,000
Original Issue Discount: Yes; see "Certain Federal Income Tax Consequences"
below.
Original Issue Date: 11/24/97
Stated Maturity: 12/24/07
Yield to Maturity: N/A
Earliest Redemption Date: N/A
Redemption Price: N/A
Interest Rate Provisions for Floating Rate Notes (See "Interest Trigger
Provision" below for circumstances that will affect the calculation of
the interest rate):
Initial Interest Rate: 5.6075% per annum from November 24, 1997 to but
excluding December 24, 1997 (which initial interest rate is based on
one-month LIBOR minus 0.08%)
Base Rate or Rates:
Commercial Paper Rate
/X/ LIBOR:
/ / Reuters Monitor Money Rates Service
/X/ Dow Jones Telerate Service
/ / Index Currency
/ / Treasury Rate
/ / Prime Rate
/ / Federal Funds Rate
/ / CD Rate
/ / CMT Rate
/ / Dow Jones Telerate Page 7055
/ / Dow Jones Telerate Page 7052
/ / Week
/ / Month
/ / CMT Maturity Index: ________
/ / Other: ______
Spread: Minus 0.08%
Index Maturity:
/ / 1 Month
/X/ 3 Months
/ / 6 Months
/ / 1 Year
/ / Other (specify)
Maximum Interest Rate: N/A
Minimum Interest Rate: 0% per annum
Interest Trigger Provision: In the event that, at 12:00 p.m. (New
York City time) on December 17, 1997 (the "Trigger Time"), the 10-Year
Treasury Rate (as defined below) is (a) less than 5.8380%, then the
interest rate applicable to the Notes will be equal to the amount
calculated in accordance with the provisions set forth above under
"Interest Rate Provisions for Floating Rate Notes" multiplied by two
(2) with respect to all periods commencing on December 24, 1997
through December 24, 2007, or (b) equal to or greater than 5.8380%,
then the interest rate applicable to the Notes will be equal to zero
percent (0%) with respect to all periods commencing on December 24,
1997 through December 24, 2007.
As used herein, "10-Year Treasury Rate" means the rate set forth at
the Trigger Time for Treasury Bills having a maturity of ten (10)
years on the Dow Jones Telerate Service Page 7690. If, at the Trigger
Time, such rate is not available, then the 10-Year Treasury Rate will
be calculated by General Re Financial Products Corporation, which is
the Company's counterparty in a hedging transaction entered into by
the Company concurrently and in conjunction with the issuance of the
Notes ("GRFP"), and will be a yield to maturity based on the
arithmetic mean of the secondary market mid-market prices as of
approximately 3:30 p.m. (New York City time) on December 17, 1997
reported, according to their written records, by three leading primary
United States government securities dealers (each a "Reference
Dealer") in the City of New York selected by GRFP, for the most
recently issued direct non-callable fixed rate obligations of the
United States (Treasury Bill) with an original maturity of
approximately ten years and a remaining term to maturity of not less
than nine years. If GRFP cannot obtain three such Treasury Bill
quotations, the 10-Year Treasury Rate will be calculated by GRFP and
will be a yield to maturity based on the arithmetic mean of the
secondary market mid-market prices as of approximately 3:30 p.m. (New
York City time) on December 17, 1997 of three Reference Dealers in the
City of New York (from five such Reference Dealers selected by GRFP)
and eliminating the highest quotation (or, in the event of equality,
one of the highest) and the lowest quotation (or, in the event of
equality, one of the lowest), for Treasury Bills with an original
maturity of greater than ten years and a remaining term to maturity
closest to ten years. If two Treasury Bills with an original maturity
of greater than ten years have remaining terms to maturity equally
close to ten years, the quotes for the Treasury Bill with the shorter
remaining term to maturity will be used. If three or four (and not
five) of such Reference Dealers provide quotations as described in
this clause, then the 10-Year Treasury Rate will be based on the
arithmetic mean of the mid-market quotations obtained and neither the
highest nor lowest of such quotations will be eliminated. If fewer
than three Reference Dealers selected by GRFP provide quotations, the
10-Year Treasury Rate will be either the arithmetic mean of such
quotations or, in the event that one quotation is provided, the 10-
Year Treasury Rate will be that quotation.
Interest Payment Dates:
/ / Third Wednesday of each month
/ / Third Wednesday of each March, June,
September and December
/ / Third Wednesday of each _________
and _________
/ / Third Wednesday of each _________
/X/ Other (specify) Each March 24, June 24, September 24 and December
24 commencing December 24, 1997 to and including
December 24, 2007
Regular Record Dates:
/X/ Fifteenth day (whether or not a Business Day)
immediately preceding the related Interest
Payment Date
/ / Other (specify) __________
Interest Payment Period:
/ / Monthly
/X/ Quarterly
/ / Semiannually
/ / Annually
Interest Reset Period:
/ / Daily
/ / Weekly
/ / Monthly
/X/ Quarterly
/ / Semiannually
/ / Annually
Interest Reset Dates: **
/ / As specified in Prospectus Supplement
/X/ Other (specify) Each March 24, June 24, September 24 and
December 24, commencing December 24, 1997
Interest Determination Date: **
/X/ As specified in Prospectus Supplement
/ / Other (specify) __________
** If the 10-Year Treasury Rate at the Trigger Time is equal to or greater
than 5.8380%, then the interest rate applicable to the Notes shall be
fixed at 0% with respect to all periods commencing on December 24, 1997
through December 24, 2007. See "Interest Rate Provisions for Floating
Rate Notes - Interest Trigger Provision" above.
Calculation Agent: Citibank, N.A.
Plan of Distribution: J.P. Morgan & Co. has acted as agent for the
Company in connection with the sale of the Notes.
Certain Federal Income Tax Consequences: The following is a summary of
certain United States Federal income tax consequences of the purchase,
ownership and disposition of Notes and supplements the disclosure in
the Prospectus Supplement. Unless otherwise stated, this summary
deals only with Notes held as capital assets (generally, assets held
for investment under the Internal Revenue Code of 1986, as amended
(the "Code")) by Holders who purchase Notes upon original issuance.
The tax treatment of a Holder of Notes may vary depending upon his
particular situation. This summary does not address all of the tax
consequences that may be relevant to Holders who may be subject to
special tax treatment such as insurance companies, broker-dealers, tax-
exempt organizations, persons that will hold the Notes as part of a
"synthetic security" or "hedge" or foreign taxpayers. In addition,
this summary does not address any aspect of state, local, or foreign
tax laws. This summary is based on the United States Federal income
tax law in effect as of the date hereof, which is subject to change,
possibly on a retroactive basis. Each investor is urged to consult
his tax advisor as to the particular consequences of purchasing,
owning and disposing of Notes, including the application and effect of
United States Federal, state, local, and foreign tax laws.
Contingent Interest Payments: For United States Federal income tax
purposes, the Notes offered hereby will be considered to be a
contingent payment debt instrument ("CPDI"). The application of these
CPDI rules to the Notes will generally require a Holder to include in
income, as ordinary income, the amount of the actual interest payment
received (or accrued in the case of a Holder that uses an accrual
method of tax accounting).
More specifically, interest on the Notes will accrue on a constant
yield basis at a "Comparable Yield" of 3-month LIBOR minus 0.10% and
will be subject to positive or negative adjustments based upon a
"Projected Payment Schedule". In this case, the Projected Payment
Schedule will be based on the initial offering price of the Notes
multiplied by the comparable yield. If the actual amount of the
interest payment on the Notes differs from the projected amount of the
payment, the difference will result in either an increase or decrease
in the amount includible in income as interest on the Notes.
Sale, Exchange or Retirement of Notes: A Holder's tax basis in the Notes
is increased by any interest previously accrued by the Holder in
accordance with the projected payment schedule and decreased by the
projected amount of any contingent payments previously made to the
Holder. In the case of the Notes, a Holder's tax basis in the Notes
will generally stay constant and be equal to the Holder's purchase
price for such Notes. Any gain recognized by a Holder on the sale,
exchange or other disposition of the Notes will generally be treated
as ordinary interest income. Any loss on the sale, exchange or other
disposition of the Notes will generally be treated as ordinary loss to
the extent of the Holder's total net interest inclusions on the Note.
Any additional loss will be treated as a capital loss.
