SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
May 2, 2006
The Walt Disney Company
(Exact Name of Registrant as Specified in Charter)
(State or Other Jurisdiction
|(Commission File Number)|| |
500 South Buena Vista Street
Burbank, California 91521
(Address of Principal Executive Offices) (Zip Code)
Registrants telephone number, including area code: (818) 560-1000
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
|¨||Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)|
|¨||Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)|
|¨||Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))|
|¨||Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))|
|Item 2.01.||Completion of Acquisition or Disposition of Assets.|
On May 5, 2006, The Walt Disney Company (the Company) announced that it completed its acquisition of Pixar, a California corporation (Pixar). Pursuant to an Agreement and Plan of Merger, dated as of January 24, 2006 (the Merger Agreement), among the Company, Lux Acquisition Corp, a wholly owned subsidiary of the Company (Merger Sub), and Pixar, Merger Sub merged with and into Pixar (the Merger), as a result of which Pixar became a wholly owned subsidiary of the Company.
Under the terms of the Merger Agreement, each share of Pixar common stock outstanding at the effective time of the Merger was converted into the right to receive 2.3 shares of Company common stock. The aggregate consideration paid to former Pixar shareholders consisted of approximately 277.9 million shares of Company common stock.
A copy of the press release announcing completion of the Merger is furnished hereto as Exhibit 99.1.
|Item 5.02.||Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.|
On May 2, 2006, pursuant to the Merger Agreement, the board of directors of the Company elected Steven P. Jobs to become a non-independent member of its board of directors effective upon the completion of the Merger.
Pursuant to the Merger Agreement, Mr. Jobs received 138,000,004 shares of the Companys common stock in exchange for his shares of Pixar common stock. Based upon the average high and low sales prices of the Companys common stock on May 4, 2006, Mr. Jobs ownership interest in the Company has an approximate value of $3.9 billion.
Mr. Jobs beneficially owned approximately 49.65% of the total outstanding shares of Pixar and was the Chief Executive Officer and Chairman of the board of Pixar immediately prior to the Merger.
The Company and Pixar entered into a Co-Production Agreement on February 24, 1997. Under the Co-Production Agreement, the Company and Pixar agreed to co-finance the production costs of the animated films covered by the Co-Production Agreement, co-own the films (with the Company having exclusive distribution and exploitation rights), co-brand the films and share equally in the profits of the films and any related merchandise and other ancillary products, after recovery of all marketing and distribution costs (which are financed by the Company), a distribution fee paid to the Company and any other fees or costs, including any third-party participations. The Co-Production Agreement generally provided that Pixar was responsible for the production of such films and that the Company was responsible for the marketing, promotion, publicity, advertising and distribution of such films. The Co-Production Agreement was due to terminate in 2006 but the Company and Pixar entered into a Distribution Letter Agreement on January 27, 2006 to extend the Co-Production Agreement to cover an additional film. The Co-Production Agreement and the Distribution Agreement have now been superseded as a result of the Merger. Additional details of the Co-Production Agreement and the Distribution Letter Agreement are set forth in the Companys Amendment No. 1 to Form S-4 filed with the Securities and Exchange Commission (the SEC) on April 3, 2006 and are incorporated herein by reference. Ancillary to the Co-Production Agreement, the Company also made payments to Pixar for licensing Pixars intellectual property and for creative assistance in connection with consumer product designs. As disclosed in Pixars Form 10-K for the fiscal year ended
December 31, 2005, for Pixars fiscal years 2003, 2004, and 2005, the Company accounted for approximately 94%, 90%, and 93% respectively of Pixars total revenue of approximately $262.5 million, $273.5 million and $289.1 million, respectively. Additional information regarding the amount of the transactions is reflected in Pixars financial statements filed with the SEC.
|Item 9.01.||Financial Statements and Exhibits.|
|99.1||Press release of The Walt Disney Company, dated May 5, 2006.|
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|
|Date: May 8, 2006||By:||/s/ ROGER J. PATTERSON|
Name: Roger J. Patterson
Title: Vice President, Counsel
Registered In-House Counsel
|99.1||Press release of The Walt Disney Company, dated May 5, 2006.|
Disney Completes Pixar Acquisition
Pixar and Disney Animation Studios Create New
Worldwide Leader in Family Entertainment
Burbank, CA (May 5, 2006) Advancing its strategy of developing outstanding creative content, Robert A. Iger, President and Chief Executive Officer of The Walt Disney Company (NYSE: DIS) announced today that Disney has completed its acquisition of renowned computer animation leader Pixar. In the all-stock transaction, 2.3 Disney shares will be issued for each Pixar share.
Dr. Ed Catmull, previously Pixar President, will serve as President of the new Pixar and Disney animation studios, reporting to Iger and Dick Cook, Chairman of The Walt Disney Studios. In addition, John Lasseter, previously Pixar Executive Vice President, will be Chief Creative Officer of the animation studios, as well as Principal Creative Advisor at Walt Disney Imagineering, where he will provide his expertise in the design of new attractions for Disney theme parks around the world, reporting directly to Iger. Steve Jobs, previously Pixar Chairman and CEO, has joined Disneys Board of Directors as a non-independent member. With the addition of Jobs, 11 of Disneys 14 Directors are independent.
For the last 15 years, Disney and Pixar have shared one of the most successful partnerships in entertainment history, Iger said. From Toy Story through The Incredibles, the success of these animated films was due to the creativity, innovation and immense talent of the phenomenal Pixar team, led by Steve, Ed and John. We also fully recognize that Pixars extraordinary record of achievement is in large measure due to its vibrant creative culture, which is something we respect and admire and are committed to supporting and fostering in every way possible. As we begin the next chapter, all of us at Disney are pleased to welcome the incredibly talented Pixar team to our Company to continue to create quality entertainment for audiences to enjoy around the world.
About The Walt Disney Company:
The Walt Disney Company (NYSE:DIS), together with its subsidiaries and affiliates, is a leading diversified international family entertainment and media enterprise with four business segments: media networks, parks and resorts, studio entertainment and consumer products. Disney is a Dow 30 company, had annual revenues of nearly $32 billion in its most recent fiscal year, and a market capitalization of approximately $54 billion as of May 4, 2006.
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Management believes certain statements in this news release may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are made on the basis of managements views and assumptions regarding future events and business performance as of the time the statements are made and management does not undertake any obligation to update these statements. Actual results may differ materially from those expressed or implied. Such differences may result from actions taken by Disney, including restructuring or strategic initiatives (including capital investments or asset acquisitions or dispositions), as well as from developments beyond Disneys control, including: adverse weather conditions or natural disasters; health concerns; international, political, or military developments; technological developments; and changes in domestic and global economic conditions, competitive conditions and consumer preferences. Such developments may affect travel and leisure businesses generally and may, among other things, affect the performance of Disneys theatrical and home entertainment releases, the advertising market for broadcast and cable television, expenses of providing medical and pension benefits, demand for products and performance of some or all Disney businesses either directly or through their impact on those who distribute our products.
Additional factors are set forth in Disneys Annual Report on Form 10-K for the year ended October 1, 2005 under Item 1A, Risk Factors and in subsequent SEC filings.