-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, J/TrsTiA/1uu8Tfj/ux+8MBLvxJZ9+kVR0vCy6U5Zm0oBUfwT2yC0Z+THI8vmbHR LW1TfWfJ+jKcYh06ckTQDw== 0001001039-97-000032.txt : 19970804 0001001039-97-000032.hdr.sgml : 19970804 ACCESSION NUMBER: 0001001039-97-000032 CONFORMED SUBMISSION TYPE: 424B3 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970801 SROS: NYSE 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: 424B3 SEC ACT: 1933 Act SEC FILE NUMBER: 033-62777-01 FILM NUMBER: 97649892 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 424B3 1 Rule 424(b)(3) Registration No. 33-62777 PRICING SUPPLEMENT NO.: 12 dated July 28, 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 Notes have the following terms (as applicable): Rate: Fixed Rate X Floating Rate Zero Coupon Discount Form: X Book-Entry Definitive Principal Amount: $25,000,000 Original Issue Price: 100% CUSIP No: 25468PAM8 Proceeds to the Company: $24,750,000 Discount or Commission to Agents: $250,000 Original Issue Discount: N/A Original Issue Date: 8/15/97 Stated Maturity: 8/15/2057, subject to Disney's right to shorten maturity under certain circumstances (See "Conditional Right to Shorten Maturity" below) Yield to Maturity: N/A Redemption at Disney's Option: The Notes may be redeemed annually, in whole but not in part, at Disney's option, subject to at least 30 calendar days' but no more than 60 calendar days' notice, on August 15th of each of the years set forth below, at the amounts set forth below (expressed as percentages of the principal amount of the Notes) corresponding to the years set forth below, together with any accrued interest to the Redemption Date:
Redemption Date Redemption Price 2017 through 2026 110.0% 2027 105.0% 2028 104.5% 2029 104.0% 2030 103.5% 2031 103.0% 2032 102.5% 2033 102.0% 2034 101.5% 2035 101.0% 2036 100.5% 2037 through 2057 100.0%
Interest Rate Provisions (for Floating Rate Notes): Initial Interest Rate: To be determined two Business Days prior to issuance of the Notes in accordance with the rate specified below. 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 0.29% Index Maturity: 1 Month X 3 Months 6 Months 1 Year Other (specify) Maximum Interest Rate: N/A Minimum Interest Rate: N/A 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 Other(specify) The first interest payment date shall be November 15, 1997 and thereafter the interest payment dates shall be the 15th day of each February, May, August and November during the term of the Notes (or, if such date is not a Business Day, the next Business Day). 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) The first interest reset date shall be November 15, 1997 and thereafter the interest reset dates shall be the 15th day of each February, May, August and November during the term of the Notes (or, if such date is not a Business Day, the next Business Day). Interest Determination Date: As specified in Prospectus Supplement X Other (specify) Two Business Days prior to each Interest Reset Date Purchase of Notes at Option of Holder: The holder of the Notes may elect to cause Disney to repurchase the Notes, subject to at least 30 calendar days' but no more than 60 calendar days' notice, on August 15th of each of the years set forth below, at the amounts set forth below (expressed as percentages of the principal amount of the Notes) corresponding to the years set forth below, together with any accrued interest to the Repurchase Date:
Repurchase Repurchase Date Price 2007 99.00% 2010 99.25% 2013 99.50% 2016 99.75%;
and every third year thereafter at 100%. Calculation Agent: Citibank, N.A. Plan of Distribution: Goldman, Sachs & Co. has acted as principal with respect to the purchase of the Notes. Conditional Right to Shorten Maturity: Disney intends to deduct interest paid on the Notes for Federal income tax purposes. However, the Clinton Administration's budget proposal for Fiscal Year 1998, released on February 6, 1997, contained a series of proposed tax law changes that, among other things, would prohibit an issuer from deducting interest payments on debt instruments with a maturity of more than 40 years. If the proposed legislation is enacted in its current form, it is not expected to apply to the Notes because the proposed effective date for this provision is the date of the first Congressional committee action. There can be no assurance, however, that this proposal or similar legislation affecting Disney's ability to deduct interest paid on the Notes will not be enacted in the future or thatany such legislation would not have a retroactive effective date. At any time following the occurrence of a Tax Event, as defined below, Disney will have the right to shorten the maturity of the Notes to the extent required, in the opinion of a nationally recognized independent tax counsel experienced in such matters, such that, after the shortening of the maturity, interest paid on the Notes will be deductible for Federal income tax purposes. In the event that Disney elects to exercise its right to shorten the maturity of the Notes following the occurrence of a Tax Event, Disney will mail a notice of shortened maturity to each holder of record of the Notes by first-class mail not more than 60 days after the date on which Disney exercises such right, stating the new maturity date of the Notes. Such notice shall be effective immediately upon mailing. Disney believes that the Notes should constitute indebtedness for Federal income tax purposes under current law, but no assurances can be given that the Internal Revenue Service would not take a contrary position. If the Notes are treated as indebtedness for Federal income tax purposes, Disney believes that an exercise of Disney's right to shorten the maturity of the Notes would not be a taxable event to holders. Prospective investors should be aware, however, that Disney's exercise of its right to shorten the maturity of the Notes will be a taxable event to holders if the Notes are treated as equity for purposes of Federal income taxation before the maturity is shortened and treated as indebtedness after the maturity is shortened. "Tax Event" means that Disney shall have received an opinion of a nationally recognized independent tax counsel experienced in such matters to the effect that, as a result of (a) any amendment to, clarification of, or change (including any announced prospective change) in laws, or any regulations thereunder, of the United States (b) any judicial decision, official administrative pronouncement, ruling, regulatory procedure, notice or announcement, including any notice or announcement of intent to adopt such procedures or regulations (collectively, an "Administrative Action"), or (c)any amendment to, clarification of, or change in the official position or the interpretation of such laws, regulations or Administrative Actions that differs from the theretofore generally accepted position, in each case, on or after the date of the issuance of the Notes, there is a more than insubstantial risk that interest paid by Disney on the Notes is not, or will not be, deductible, in whole or in part, by Disney for purposes of Federal income tax. -----END PRIVACY-ENHANCED MESSAGE-----