0001032210-01-500892.txt : 20011018
0001032210-01-500892.hdr.sgml : 20011018
ACCESSION NUMBER: 0001032210-01-500892
CONFORMED SUBMISSION TYPE: 8-K
PUBLIC DOCUMENT COUNT: 2
CONFORMED PERIOD OF REPORT: 20010723
ITEM INFORMATION: Other events
ITEM INFORMATION: Financial statements and exhibits
FILED AS OF DATE: 20010730
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: 1691503
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
d8k.txt
FORM 8-K DATED JULY 23, 2001
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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):
July 23, 2001
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THE WALT DISNEY COMPANY
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE
(STATE OF JURISDICTION OF INCORPORATION)
1-11605 95-4545390
(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.
On July 23, 2001, the Registrant announced that it was acquiring 100% of
the common stock of Fox Family Worldwide Inc. from Fox Broadcasting Sub, Inc.,
certain other subsidiaries of The News Corporation Limited, Haim Saban and Allen
& Company Incorporated. The purchase price will be $5.3 billion, consisting of
approximately $3.0 billion in cash and the assumption or repayment of
approximately $2.3 billion in debt. The Fox Family Worldwide businesses consist
of the Fox Family Channel, a 76% interest in Fox Kids Europe, the Fox Kids
channels in Latin America, and the Saban programming library and production
business. The closing is conditioned upon, among other things, the transaction
receiving approval from the applicable domestic and foreign anti-trust and
securities regulatory agencies.
Item 7. Financial Statements and Exhibits
Exhibit 99 -- Press Release dated July 23, 2001.
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 thereunto duly authorized.
THE WALT DISNEY COMPANY
By: /s/ David K. Thompson
--------------------------
David K. Thompson
Senior Vice President
Assistant General Counsel
Dated: July 30, 2001
EX-99
2
dex99.txt
PRESS RELEASE DATED JULY 23, 2001
Exhibit 99
FOR IMMEDIATE RELEASE
July 23, 2001
Contact: John Dreyer
(818) 560-5300
THE WALT DISNEY COMPANY TO PURCHASE
FOX FAMILY WORLDWIDE; INCLUDES FOX FAMILY CHANNEL,
INTERNATIONAL FOX KIDS CHANNELS AND THE SABAN LIBRARY
BURBANK, Calif.--The Walt Disney Company will purchase 100 percent of Fox
Family Worldwide from News Corp. and Haim Saban, it was announced today by
Michael D. Eisner, chairman and CEO, and Robert A. Iger, president and COO.
Among the businesses being purchased by Disney are:
. The Fox Family Channel, which currently reaches approximately 81 million
cable and satellite television subscribers throughout the U.S. and will
be renamed ABC Family;
. A 76% ownership interest in Fox Kids Europe, which reaches more than 24
million subscribers across Europe and will eventually be recast under
the Disney brand;
. Fox Kids channels in Latin America, which are currently seen by
approximately 10 million subscribers and which also will take advantage
of the Disney brand;
. The Saban Library and Entertainment Productions business, with its
more than 6,500 episodes of animated and live-action children's and
family-friendly programming.
The transaction consists of $3 billion in cash, plus the assumption of $2.3
billion in debt. It is projected to close in three to four months, subject to
antitrust approvals both in and outside the U.S.
"This acquisition strengthens our company's worldwide business of family
entertainment," Eisner said. "The Family Channel and Fox Kids are unique assets
that are particularly well suited to be a part of The Walt Disney Company. The
Fox Family Channel is one of the few fully distributed stand-alone channels and
gives us a platform for launching ABC Family and strengthening our position as
the leading provider of family television programming.
"In creating a new and vibrant family-oriented channel, we also will use
the strong programs and brands from ABC and ESPN, as well as Disney-branded
services and content from the unparalleled Disney libraries. Using the combined
resources of ABC Television and the ABC Cable Networks Group, ABC Family will
bring broadcast and cable to a new level of integration, enabling our ABC and
cable affiliates to offer viewers new and exciting programming options," Eisner
added.
Said Iger, "The acquisition of the Fox Kids international channels
strengthens our presence in important markets in Europe and Latin America and
enhances our vast potential for growth outside the U.S. They will provide us
with a vehicle for further distributing our programming and brands
internationally on basic cable.
"These channels will benefit greatly from a combination of Saban and Disney
programming. They will be operated in close cooperation with our 14
international Disney Channels and more than 90 branded time slots on broadcast
television, which air in 42 countries around the world and collectively reach
600 million viewers per month. We believe our newly acquired international
services will grow far beyond their current distribution levels and their impact
on the rest of our international businesses, by virtue of this enhanced reach,
will be profound," Iger added.
The Fox Kids international channels include 14 channels covering 74
countries in 18 languages throughout Europe, Latin American and Australia, for a
total of 35 million subscribers. Included in the arrangement is the Saban
Library, containing more than 6,500 episodes featuring such popular kids' fare
as Mighty Morphin Power Rangers, Digimon, Beetleborgs and Spiderman, as well as
serials and live-action films.
The deal provides Disney with a 76 percent interest in Fox Kids Europe; the
remaining 24 percent is publicly traded on the Amsterdam stock exchange. Fox
Kids Europe will continue to be headed by Ynon Kreiz, who has served as its
chairman and CEO since 1999.
The transaction also includes the television rights to Major League
Baseball games two nights a week during the regular season, plus 8-11 first-
round playoff games.
Eisner added, "This acquisition further solidifies our cable programming
and brand extension strategy, giving us three ABC Television services -- the ABC
Television Network, SoapNet, and the new ABC Family. At ESPN, we have four
domestic channels: ESPN, ESPN2, ESPN Classic, and ESPNEWS, plus ESPN.com, ESPN
The Magazine, and ESPN Zone. And, of course, we have the growing family of
Disney-branded television services: Disney Channel, Toon Disney, and the soon-
to-be-launched Playhouse Disney, coupled with all the other branded outlets and
extensions of the Disney brand."
Noted Iger, "We believe that our newly enlarged portfolio of branded
entertainment television assets is ideally suited to take advantage of the
continued growth of the international cable and satellite market. In addition
to giving us an entry into markets like Scandinavia, Poland and Russia, the
international Fox Kids channels allow us to broaden our branded reach in markets
such as the U.K., France, Germany and Latin America, where we already have a
strong presence. We will eventually put the Disney name on the channels to take
advantage of the
strength of our brand."
Disney expects that there will be significant opportunities for
consolidating resources and back-office functions and sharing business
infrastructures. For example, Disney's integrated advertising sales force, ABC
Unlimited, which encompasses ABC, ESPN, SoapNet, and Toon Disney, plus the
company's Internet and publishing businesses, will also support ABC Family.
Disney will explore with its broadcast affiliates ways for them to
participate in ABC Family so they may also benefit from the myriad ways this new
channel is expected to enhance the ABC brand, network and stations. Disney will
also work with the channel's cable affiliates, who have supported this service
since the beginning, to ensure that family-friendly programming retains its role
as a highly valued component of basic cable. Since it debuted a revamped
programming schedule in 1998, Fox Family Channel has received enthusiastic
support from MSOs and satellite distributors.
ABC Family will be managed collaboratively between the ABC Television
Network and the ABC Cable Networks Group. The international channels will
report to the ABC Cable Networks Group, which also has responsibility for the
international Disney Channels, including Toon Disney and Playhouse Disney. ABC
Family will continue to broadcast the 700 Club and other programs produced by
the Christian Broadcast Network, headed by Pat Robertson. The transaction does
not include the Fox Kids domestic programming block currently aired on the Fox
broadcast network.
When fully integrated into Disney, ABC Family will be an outlet for an
array of new family-friendly content from other Disney sources. For example, the
company intends to explore opportunities such as family television features or
series based on the content of Disney-owned magazines such as Family Fun and
Discover, and the Family.com web site, which will be further complemented by the
Fox Family-related web sites that are part of this transaction.
Disney's U.S. Basic Cable Holdings
------------------------------------------------------------------------------
Network (% of ownership) Subs (in millions)
------------------------------------------------------------------------------
ESPN (80%) 82.1
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Lifetime (50%) 80.4
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A&E (37.5%) 80.1
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ESPN2 (80%) 76.6
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The History Channel (37.5%) 72.9
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E! Entertainment (39.6%) 71.2
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Disney Channel (100%) 70.9
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ESPN Classic (80%) 30.0
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Toon Disney (100%) 22.2
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ESPNEWS (80%) 20.0
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Lifetime Movie Channel (50%) 15.7
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Style (39.6%) 9.7
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SoapNet (100%) 9.5
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Biography (37.5%) 4.0
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Subtotal 645.3
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ABC Family (100%) 81.0
------------------------------------------------------------------------------
Total 726.3
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Disney's International Cable Holdings
Network Countries reached Subs (in millions)
-----------------------------------------------------------------------------------------------------------
Disney Channel International * 56 15.4
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ESPN International 140 82.0
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A&E International n.a. 35.9
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The History Channel International n.a. 3.0
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Subtotal 136.3
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Fox Kids 74 34.7
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Total 171.0
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*Countries/Territories with
Disney Channel
International:
Australia
Brazil
Brunei
France
Germany
Italy
Latin America
Malaysia
Middle East
Philippines
Singapore
Spain
Taiwan
United Kingdom
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