0000912057-01-537037.txt : 20011101 0000912057-01-537037.hdr.sgml : 20011101 ACCESSION NUMBER: 0000912057-01-537037 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20011024 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20011030 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WALT DISNEY CO/ CENTRAL INDEX KEY: 0001001039 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MISCELLANEOUS AMUSEMENT & RECREATION [7990] IRS NUMBER: 954545390 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-11605 FILM NUMBER: 1770054 BUSINESS ADDRESS: STREET 1: 500 SOUTH BUENA VISTA ST CITY: BURBANK STATE: CA ZIP: 91521 BUSINESS PHONE: 8185601000 MAIL ADDRESS: STREET 1: 500 SOUTH BUENA VISTA ST CITY: BURBANK STATE: CA ZIP: 91521 FORMER COMPANY: FORMER CONFORMED NAME: DC HOLDCO INC DATE OF NAME CHANGE: 19950918 8-K 1 a2062068z8-k.htm 8-K Prepared by MERRILL CORPORATION
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported):
 October 24, 2001

THE WALT DISNEY COMPANY
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)

DELAWARE 1-11605 95-4545390
(STATE OF JURISDICTION
OF INCORPORATION)		 (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, INCLUDING AREA CODE)

Not applicable
(FORMER NAME OR ADDRESS, IF CHANGED SINCE LAST REPORT)

Item 5. Other Events and Regulation FD Disclosure.

    (a) Acquisition of Fox Family Worldwide, Inc. On October 24, 2001, the Registrant issued a press release announcing that it had completed its previously announced acquisition (the "Acquisition") of Fox Family Worldwide, Inc. ("FFWW") for a final purchase price of $5.2 billion, including approximately $2.9 billion in cash and the assumption of $2.3 billion of FFWW obligations. The Registrant's press release is attached as Exhibit 99 and incorporated herein by reference.

    (b) Rating Agency Announcements. On October 24, 2001, Moody's Investor Service ("Moody's") issued a press release announcing that it had upgraded FFWW's senior unsecured notes due in 2007 to Baa1 from B1 following completion of the Acquisition, and withdrawn the Ba2 senior secured rating on the bank credit facility of FCN Holding, Inc., a subsidiary of FFWW, as all outstanding debt under the facility was repaid at the close of the Acquisition.

    Moody's also announced that it had changed the outlook on the Registrant's A3 rating (senior unsecured) and ABC Inc.'s and Disney Enterprises, Inc.'s A2 rating (senior unsecured) to negative from stable.

    In addition, on October 24, 2001, Standard & Poor's issued a press release announcing that it had raised FFWW's corporate credit rating from BB-to A- and its senior unsecured debt rating from B to A- and removed both ratings from CreditWatch, with a negative outlook, following completion of the Acquisition.

    As a result of the ratings upgrades by Moody's and Standard & Poor's, Section 10.20 of each of the indentures, dated as of October 28, 1997, governing the Registrant's 91/4% Senior Notes due 2007 and 101/4% Senior Discount Notes due 2007 provides that certain covenants of the Registrant under the respective indentures no longer apply. The affected covenants include those set forth in Sections 10.4 ("Existence"), 10.5 ("Maintenance of Properties"), 10.6 ("Payment of Taxes and Other Claims"), 10.7 ("Maintenance of Insurance"), 10.8 ("Limitation on Indebtedness"), 10.9 ("Limitation on Restricted Payments"), 10.10 ("Limitation on Preferred Stock of Restricted Subsidiaries"), 10.11 ("Limitation on Transactions with Affiliates"), 10.14 ("Disposition of Proceeds of Asset Sales"), 10.15 ("Limitation on Dividends and Other Payment Restrictions Affecting Restricted Subsidiaries"), 10.16 ("Limitations on Sale-Leaseback Transactions") and 10.17 ("Limitations on Designation of Unrestricted Subsidiaries").

Item 7. Financial Statements and Exhibits.

    (c) Exhibits.

Exhibit 99   Press release of the Registrant dated October 24, 2001.

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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   
Senior Vice President
Assistant General Counsel
Dated: October 30, 2001        

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SIGNATURE
 EX-99 3 a2062068zex-99.htm EX-99 Prepared by MERRILL CORPORATION

EXHIBIT 99

FOR IMMEDIATE RELEASE
October 24, 2001

DISNEY COMPLETES ACQUISTION OF
FOX FAMILY WORLDWIDE, INC.

    BURBANK, Calif.—The Walt Disney Company (NYSE:DIS) has completed its previously announced acquisition of Fox Family Worldwide, Inc. from Haim Saban and Fox Broadcasting Company. The acquisition closed on Wednesday with a final purchase price of $5.2 billion, including approximately $2.9 billion in cash and the assumption of $2.3 billion in Fox Family obligations.

    Michael D. Eisner, chairman and CEO, commented, "We are pleased to have completed this strategic acquisition, and are now turning with excitement to the launch of our new ABC Family service in the United States and the continued expansion of the Fox Kids services, which will ultimately be re-branded, in Europe, Latin America and elsewhere."