SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D**
Under the Securities Exchange Act of 1934
(Amendment No. 17)*
The Walt Disney Company
(Name of Issuer)
Common Stock, No Par Value Per Share
(Title of Class of Securities)
254687106
(Cusip Number)
W. Robert Cotham
201 Main Street, Suite 2600
Fort Worth, Texas 76102
(817) 390-8400
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
May 15, 1996
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the following
box [ ].
Check the following box if a fee is being paid with the statement [ ].
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
**The total number of shares reported herein is 31,425,578 shares, which
constitutes approximately 4.6% of the total number of shares outstanding. All
ownership percentages set forth herein assume that there are 680,618,048
shares outstanding.
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1. Name of Reporting Person:
The Bass Management Trust
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: 00 - Trust Funds
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: Texas
7. Sole Voting Power: 31,125,578 (1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 31,125,578 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
31,125,578
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 4.6%
14. Type of Reporting Person: 00 - Trust
- ----------
(1) Power is exercised through its sole trustee, Perry R. Bass
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1. Name of Reporting Person:
Perry and Nancy Lee Bass Corporation
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: 00 - Trust Funds
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: USA
7. Sole Voting Power: 300,000 (1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 300,000 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
300,000 (1)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): less than 0.1%
14. Type of Reporting Person: CO
- ----------
(1) Power is exercised through its President, Perry R. Bass.
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1. Name of Reporting Person:
Perry R. Bass
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: Not Applicable
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: USA
7. Sole Voting Power: 31,425,578 (1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 31,425,578 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
31,425,578 (1)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 4.6%
14. Type of Reporting Person: CO
- ----------
(1) Solely in his capacities as sole trustee and as one of two trustors of
The Bass Management Trust with respect to 31,125,578 shares. Solely in
his capacity as President of the Perry and Nancy Lee Bass Corporation
with respect to 300,000 shares.
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1. Name of Reporting Person:
Nancy L. Bass
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: Not Applicable
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: USA
7. Sole Voting Power: -0-
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: -0-
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
31,125,578 (1)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 4.6%
14. Type of Reporting Person: IN
- ----------
(1) Solely in her capacity as one of two trustors of The Bass Management
Trust and by virtue of her power to revoke same.
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Pursuant to Rule 13d-2(a) of Regulation 13D-G of the General Rules and
Regulations under the Securities Exchange Act of 1934, as amended (the "Act"),
the undersigned hereby amend and restate in its entirety their Schedule 13D
Statement dated February 6, 1985, as amended by Amendment No. 1 dated June 12,
1984, by Amendment No. 2 dated September 20, 1984, by Amendment No. 3 dated
October 2, 1984, by Amendment No. 4 dated October 15, 1984, by Amendment No.
5 dated November 20, 1984, by Amendment No. 6 dated February 6, 1985, by
Amendment No. 7 dated December 23, 1985, by Amendment No. 8 dated January 15,
1986, by Amendment No. 9 dated February 7, 1986, by Amendment No. 10 dated
April 11, 1986, by Amendment No. 11 dated June 12, 1986, by Amendment No. 12
dated January 8, 1987, by Amendment No. 13 dated November 3,1988, by
Amendment No. 14 dated June 7, 1989, by Amendment No. 15 dated July 27, 1989,
and by Amendment No. 16 dated January 28, 1992 (the "Schedule 13D"), relating
to the Common Stock, no par value per share, of The Walt Disney Company.
Pursuant to Item 101(a)(2)(ii) of Regulation S-T, this filing includes an
amended and restated composite of all paper filings to date made by the
Reporting Persons (as hereinafter defined) on Schedule 13D with respect to The
Walt Disney Company.
Item 1. SECURITY AND ISSUER.
This statement relates to shares of Common Stock, no par value per share
(the "Stock"), of The Walt Disney Company (the "Issuer"). The principal
executive offices of the Issuer are located at 500 South Buena Vista Street,
Burbank, California 91521.
Item 2. IDENTITY AND BACKGROUND.
(a) Pursuant to Rules 13d-1(f)(1)-(2) of Regulation 13D-G of the General
Rules and Regulations under the Securities Exchange Act of 1934, as amended
(the "Act"), the undersigned hereby file this Schedule 13D Statement on behalf
of The Bass Management Trust ("BMT"), Perry and Nancy Lee Bass Corporation
("PNBC"), Perry R. Bass ("PRB") and Nancy L. Bass ("NLB"). BMT, PNBC, PRB and
NLB are sometimes hereinafter collectively referred to as the "Reporting
Persons." The Reporting Persons are making this single, joint filing because
they may be deemed to constitute a "group" within the meaning of Section
13(d)(3) of the Act, although neither the fact of this filing nor anything
contained herein shall be deemed to be an admission by the Reporting Persons
that a group exists.
(b)-(c)
BMT
BMT is a revocable grantor trust established under the Texas Trust Act.
The principal business address of BMT, which also serves as its principal
office, is 201 Main Street, Suite 2700, Fort Worth, Texas 76102. Pursuant to
Instruction C to Schedule 13D of the Act, information with respect to PRB, one
of the Trustors and the sole Trustee of BMT, and NLB, the other Trustor of
BMT, is set forth below.
PRB
PRB's business address is 201 Main Street, Suite 2700, Fort Worth, Texas
76102, and his present principal occupation or employment at such address is
serving as President of Perry R. Bass, Inc. ("PRB, Inc.").
PRB, Inc. is a Texas corporation, the principal businesses of which are
ranching and the exploration for and production of hydrocarbons. The
principal business address of PRB, Inc., which also serves as its principal
office, is 201 Main Street, Suite 2700, Fort Worth, Texas 76102.
NLB
NLB's residence address is 45 Westover Road, Fort Worth, Texas 76107, and she
is not presently employed. NLB is the other Trustor of BMT.
PNBC
PNBC is a Texas non-profit corporation. PNBC is a private foundation
organized for charitable purposes. The principal business address of PNBC,
which also serves as its principal office, is 201 Main Street, Suite 2700,
Fort Worth, Texas 76102. Pursuant to Instruction C to Schedule 13D of the
Act, the name, business or residence address, and present principal occupation
or employment of each director and executive officer of PNBC are as follows:
NAME BUSINESS PRINCIPAL OCCUPATION
OR RESIDENCE ADDRESS OR EMPLOYMENT
PRB See answer above. See answer above.
NLB See answer above. See answer above.
Lee M. Bass 201 Main Street President of Lee M.
Suite 2700 Bass, Inc.
Fort Worth, Texas 76102
Lee M. Bass, Inc. is a Texas corporation, the principal businesses of
which are the ownership and operation of oil and gas properties, the ownership
and operation of gas processing plants and carbon black plants (through
various partnerships), farming and ranching, investing in marketable
securities and real estate investment and development. The principal business
address of Lee M. Bass, Inc., which also serves as its principal office, is
201 Main Street, Suite 2700, Fort Worth, Texas 76102.
(d) None of the entities or persons identified in this Item 2 has,
during the last five years, been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors).
(e) None of the entities or persons identified in this Item 2 has,
during the last five years, been a party to a civil proceeding of a judicial
or administrative body of competent jurisdiction and as a result of such
proceeding was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to,
federal or state securities laws or finding any violation with respect to such
laws.
(f) All of the natural persons identified in this Item 2 are citizens of
the United States of America.
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The source and amount of the funds used or to be used by the Reporting
Persons to purchase shares of the Stock are as follows:
REPORTING PERSON SOURCE OF FUNDS AMOUNT OF FUNDS
BMT Trust Funds (1) $190,547,436.00
PNBC Not Applicable(2) Not Applicable
PRB Not Applicable Not Applicable
NLB Not Applicable Not Applicable
(1) As used herein, the term "Trust Funds" includes income from the
various investments of the trust plus sums borrowed from banks and brokerage
firm margin accounts for general purposes. None of the funds reported herein
as "Trust Funds" were borrowed or otherwise obtained for the specific purpose
of acquiring, handling, trading or voting the Stock.
(2) The shares of the Stock beneficially owned by PNBC were
contributed to PNBC in 1995.
Item 4. PURPOSE OF TRANSACTION.
The Reporting Persons acquired and continue to hold the shares of the
Stock reported herein for investment purposes. Depending on market conditions
and other factors that each of the Reporting Persons may deem material to its
investment decision, such Reporting Person may purchase additional shares of
the Stock in the open market or in private transactions. Depending on these
same factors, such Reporting Person may sell all or a portion of the shares of
the Stock that it now owns or hereafter may acquire on the open market or in
private transactions.
Except as set forth in this Item 4, the Reporting Persons have no
present plans or proposals that relate to or that would result in any of the
actions specified in clauses (a) through (j) of Item 4 of Schedule 13D of the
Act.
Item 5. INTEREST IN SECURITIES OF THE ISSUER.
(a)
BMT
The aggregate number of shares of the Stock that BMT owns
beneficially, pursuant to Rule 13d-3 of the Act, is 31,125,578, which
constitutes approximately 4.6% of the outstanding shares of the Stock.
PNBC
The aggregate number of shares of the Stock that PNBC owns
beneficially, pursuant to Rule 13d-3 of the Act, is 300,000, which constitutes
less than 0.1% of the outstanding shares of the Stock.
PRB
Because of his positions as sole trustee and as a trustor of BMT and
as President of PNBC, PRB may, pursuant to Rule 13d-3 of the Act, be deemed to
be the beneficial owner of 31,425,578 shares of the Stock in the aggregate,
which constitutes approximately 4.6% of the outstanding shares of the Stock.
NLB
Because of her position as a trustor of BMT, NLB may, pursuant to Rule
13d-3 of the Act, be deemed to be the beneficial owner of 31,125,578 shares of
the Stock, which constitutes approximately 4.6% of the outstanding shares of
the Stock.
To the best of the knowledge of each of the Reporting Persons, other
than as set forth above, none of the persons named in Item 2 herein is the
beneficial owner of any shares of the Stock.
(b)
BMT
Acting through its Trustee, BMT has the sole power to vote or to
direct the vote and to dispose or to direct the disposition of 31,125,578
shares of the Stock.
PNBC
Acting through its President, PNBC has the sole power to vote or to
direct the vote and to dispose or to direct the disposition of 300,000 shares
of the Stock.
PRB
In his capacity as Trustee of BMT, PRB has the sole power to vote or
to direct the vote and to dispose or to direct the disposition of 31,125,578
shares of the Stock. In his capacity as President of PNBC, PRB has the sole
power to vote or to direct the vote and to dispose or to direct the
disposition of 300,000 shares of the Stock.
NLB
NLB has no power to vote or to direct the vote or to dispose or to
direct the disposition of any shares of the Stock.
(c) To the best of the knowledge of each of the Reporting Persons,
none of the persons named in response to paragraph (a) has effected any
transactions in shares of the Stock during the past 60 days.
(d) Each of the Reporting Persons affirms that no person other than
such Reporting Person has the right to receive or the power to direct the
receipt of dividends from, or the proceeds from the sale of, the shares of the
Stock owned by such Reporting Person.
(e) The Reporting Persons ceased to be the beneficial owners of more
than five percent of the Stock on March 13, 1996.
Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
Except as set forth herein or in the Exhibits filed or to be filed
herewith, there are no contracts, arrangements, understandings or
relationships with respect to the shares of the Stock owned by the Reporting
Persons.
Item 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 99.1 -- Agreement and Power of Attorney pursuant to Rule
13d-1(f)(1)(iii).
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After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete
and correct.
DATED: May 15, 1996
/s/ W. R. Cotham
W. R. Cotham,
Attorney-in-Fact for:
THE BASS MANAGEMENT TRUST (1)
PERRY R. BASS (2)
NANCY LEE BASS (3)
PERRY AND NANCY LEE BASS CORPORATION
By: /s/ W. R. Cotham
W. R. Cotham, Vice President
(1) A Power of Attorney authorizing W. R. Cotham, et al., to act on behalf
of The Bass Management Trust previously has been filed with the
Securities and Exchange Commission.
(2) A Power of Attorney authorizing W. R. Cotham, et al., to act on behalf
of Perry R. Bass previously has been filed with the Securities and
Exchange Commission.
(3) A Power of Attorney authorizing W. R. Cotham, et al., to act on behalf
of Nancy L. Bass previously has been filed with the Securities and
Exchange Commission.
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EXHIBIT INDEX
EXHIBIT DESCRIPTION
99.1 Agreement and Power of Attorney pursuant to Rule 13d-1(f)(1)(iii),
filed herewith
EXHIBIT 99.1
1. JOINT FILING. Pursuant to Rule 13d-1(f)(1)(iii) of Regulation
13D-G of the General Rules and Regulations of the Securities and Exchange
Commission under the Securities Exchange Act of 1934, as amended, the
undersigned agrees that the statement to which this Exhibit is attached is
filed on behalf of each of them in the capacities set forth below.
2. POWER OF ATTORNEY. Know all persons by these presents that
each person whose signature appears below constitutes and appoints W. Robert
Cotham, Mark L. Hart, Jr. and William P. Hallman, Jr., and each of them, as
his true and lawful attorneys-in-fact and agents with full power of
substitution and resubstitution, for such person and in such person's name,
place and stead, in any and all capacities, to sign any and all amendments to
the Schedule 13D filed on behalf of each of them with respect to their
beneficial ownership of The Walt Disney Company, and to file the same, with
all exhibits thereto and all documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as such person might or could
do in person, hereby ratifying and confirming all that said attorneys-in-fact
and agents or any of them, or such person or their substitute or substitutes,
may lawfully do or cause to be done by virtue hereof.
DATED: May 15, 1996
/s/ W. R. Cotham
W. R. Cotham,
Attorney-in-Fact for:
THE BASS MANAGEMENT TRUST (1)
PERRY R. BASS (2)
NANCY LEE BASS (3)
PERRY AND NANCY LEE BASS CORPORATION
By: /s/ W. R. Cotham
W. R. Cotham, Vice President
(1) A Power of Attorney authorizing W. R. Cotham, et al., to act on behalf
of The Bass Management Trust previously has been filed with the
Securities and Exchange Commission.
(2) A Power of Attorney authorizing W. R. Cotham, et al., to act on behalf
of Perry R. Bass previously has been filed with the Securities and
Exchange Commission.
(3) A Power of Attorney authorizing W. R. Cotham, et al., to act on behalf
of Nancy L. Bass previously has been filed with the Securities and
Exchange Commission.
