Originally posted by Toonview
3. The timidity of your investments in our theme park business. At Disney’s California Adventure, Paris, and now Hong Kong, you have tried to build parks on the cheap and they show it and the attendance figures reflect it.

Originally posted by El-Kabong
I was just at Disneyland for a whole week not but a month or two ago. It was so sad how the park had fallen into a state of disrepair. Tommorowland was nearly a ghost town with only the Autotopia and Star Tours as any real draw (and even Star Tours only had medium sized crowds). All the really big rides were closed - ok, I'll cut them some slack for Thunder Mountain, but 5 or 6 big draw rides were empty and still. The fringe around the park had worn, the luster from what should be the jewel of the Disney Empire was gone.

I still had fun, but it was an eye opening experiance - how the mighty have fallen.

Oh - and of the 5 days I spent at the parks, I only spent one in the Cali Adventure. I managed to power through everything they had to offer there in a scant 8 or 10 hours. That should go to show you how shallow and meaningless that park is. The Muppet Show 3D movie was kind of cool, but the rest sucked.

Originally posted by Toonview
4. The perception by our stakeholders –consumers, investors, employees, distributors and suppliers – that the Company is rapacious, soul-less, and always looking for the “quick buck” rather than long-term value which is leading to a loss of public trust.

Originally posted by Toonview
4. The perception by our stakeholders –consumers, investors, employees, distributors and suppliers – that the Company is rapacious, soul-less, and always looking for the “quick buck” rather than long-term value which is leading to a loss of public trust.

Originally posted by Toonview
7. Your consistent refusal to establish a clear succession plan.

Originally posted by Toonview
November 30, 2003

Mr. Michael D. Eisner, Chairman
The Walt Disney Company
500 South Buena Vista Street
Burbank, CA 91521

Dear Michael,

It is with deep sadness and regret that I send you this letter of resignation from the Walt Disney Company, both as Chairman of the Feature Animation Division and as Vice Chairman of the Board of Directors.

You well know that you and I have had serious differences of opinion about the direction and style of management in the company in recent years. For whatever reason, you have driven a wedge between me and those I work with even to the extent of requiring some of my associates to report my conversations and activities to you. I find this intolerable.

Finally, you discussed with the Nominating Committee of the Board of Directors its decision to leave my name off the slate of directors to be elected in the coming year, effectively muzzling my voice on the Board – much as you did with Andrea Van de Kamp last year.

Michael, I believe your conduct has resulted from my clear and unambiguous statements to you and the Board of Directors that after 19 years at the helm you are no longer the best person to run the Walt Disney Company. You had a very successful first 10-plus years at the company in partnership with Frank Wells, for which I salute you. But since Frank’s untimely death in 1994, the company has lost its focus, its creative energy, and its heritage.

As I have said, and as Stanley Gold has documented in letters to you and other members of the Board, this Company under your leadership has failed during the last seven years in many ways:

1. The failure to bring back ABC Prime Time from the ratings abyss it has been in for years and your inability to program successfully the ABC Family Channel. Both of these failures have had, and I believe will continue to have, significant adverse impact on shareholder value.

2. Your consistent micro-management of everyone around you with the resulting loss of morale throughout this company.

3. The timidity of your investments in our theme park business. At Disney’s California Adventure, Paris, and now Hong Kong, you have tried to build parks on the cheap and they show it and the attendance figures reflect it.

4. The perception by our stakeholders –consumers, investors, employees, distributors and suppliers – that the Company is rapacious, soul-less, and always looking for the “quick buck” rather than long-term value which is leading to a loss of public trust.

5. The creative brain drain of the last several years, which is real and continuing, and damages our Company with the loss of every talented employee.

6. Your failure to establish and build constructive relationships with creative partners, especially Pixar, Miramax, and the cable companies distributing our products.

7. Your consistent refusal to establish a clear succession plan.

In conclusion, Michael, it is my sincere belief that it is you who should be leaving and not me. Accordingly, I once again call for your resignation or retirement. The Walt Disney Company deserves fresh, energetic leadership at this challenging time in its history just as it did in 1984 when I headed a restructuring which resulted in your recruitment to the Company.

I have and will always have an enormous allegiance and respect for this Company, founded by my uncle, Walt, and father, Roy, and to our faithful employees and loyal stockholders. I don’t know if you and other directors can comprehend how painful it is for me and the extended Disney family to arrive at this decision.

In accordance with Item 6 of Form 8-K and Item 7 of Schedule 14A, I request that you disclose this letter and that you file a copy of this letter as an exhibit to a Company Form 8-K.

With sincere regrets,
Roy E. Disney

Cc: Board of Directors

This was three pages? Where was this posted at? Who knows if this is genuine?

Originally posted by GatorDeb
There's something I don't get: Why does Disney think that his quitting will make matters any better?

Wasn't he the only Disney at Disney? He should still be there.

Two leave in Disney board shakeup
Roy Disney, Gold blast Eisner in exit announcements
By Russ Britt, CBS.MarketWatch.com
Last Update: 4:38 PM ET Dec. 1, 2003


LOS ANGELES (CBS.MW) -- Two dissident Walt Disney directors, including the founder's nephew Roy Disney, delivered scathing calls for Chairman and Chief Executive Michael Eisner to step down in announcing their own resignations from the board.


TRACK THESE TOPICS
My Portfolio Alerts
Company: Walt Disney Company (The) (Holding Company) Add
Create

Disney and Stanley Gold, his partner in the investment firm Shamrock Holdings, were key Eisner foes who grew increasingly critical of his stewardship.

In his resignation letter, Gold lamented that he and other members helped foster an "insular board of directors serving as a bulwark to shield management from criticism and accountability.

"At this time, I believe there is little that I can achieve by working from within to refocus the company," Gold wrote. "I hope that my resignation will serve as a catalyst for change at Disney."

Roy Disney's blunt resignation letter, in which he also quit his post as head of the animation division, declared that Eisner is "no longer the best person to run" the entertainment giant.

"For whatever reason, you have driven a wedge between me and those I work with even to the extent of requiring some of my associates to report my conversations and activities back to you," Roy Disney's letter read. "I find this intolerable." Read the full text of Disney's letter.

Disney (DIS: news, chart, profile) shares rose 8 cents to $23.17 on a day when most other major media stocks climbed higher. See full coverage of media stocks.

Prior to Gold's announcement of his departure, Disney officials issued a letter from former U.S. Sen. George Mitchell, now presiding director of the board.

Roy Disney and directors Thomas Murphy and Raymond Watson were told of the company's intention to enforce its mandatory retirement age rule by the board's governance and nominating committee, Mitchell wrote.

Disney board rules state that directors must retire once they reach the age of 72, except for former chief executives, who are allowed to serve until age 75.

"It is unfortunate that the committee's judgment to apply these unanimously adopted governance rules has become an occasion to raise again criticisms of the direction of the company, and calls for change of management, that have been previously rejected by the board," Mitchell's statement says.

But Roy Disney is 74, Murphy is 78 and Watson is 77. It is unclear why the company is enforcing the rule now.

In his letter, Gold said the age rule applies only to nonmanagement directors. Roy Disney was considered a management director, he said.

"The committee's decision and George Mitchell's defense of it yesterday are clearly disingenuous," Gold wrote. "The real reason for the committee's action is that Roy has become more pointed and vocal in his criticism of Michael Eisner and this board. This is yet another attempt by this board to squelch dissent by hiding behind the veil of 'good governance.' What a curious result."

Late Monday, Disney officials issued another statement, denying Gold's contentions.

"As he has done repeatedly in the past, Mr. Gold in his letter persists in characterizing the board's failure to agree with him as failure to consider the issues he has raised," the company said.

Disney's board is holding meetings Monday and Tuesday in New York. It was not known if the board's makeup would be discussed there.

Public relations fallout

The tongue-lashings of Eisner come at a time when the company is struggling to get its stock price up. Disney shares have fallen off from a record high in the mid-$40 range a few years ago to the mid-teens as recently as March.

Analysts said the departure of Disney and Gold, and their harsh criticism of Eisner, was likely to have little impact on the stock price. It was no secret the two had grown sharply critical of the way Eisner was running the company.

Roy Disney also watched as the company steadily cut the animation division over which he presided, a factor that may have contributed to his exit statement.

David Joyce of Guzman & Co. said that the company's cuts have been in line with where the company needs to go. "Eisner's been doing that because investors have been calling for better bottom-line performance," Joyce said. "I don't think there'll be any net effect on the company."

Paul Kim of Tradition Asiel Securities agreed, but said there could be public-relations fallout from this episode.

"From the PR side, there could be more material damage," Kim said. Roy Disney "obviously has a lot of credibility."

Merrill Lynch analyst Jessica Reif Cohen suggested in an investment report that Disney's charges could "act as a catalyst for change at the executive level and at a minimum, this is a major distraction for company management and the board of directors." See analyst comments on Eisner's continued tenure.

Roy Disney brought Eisner in to run the company in 1984. He noted in his letter that the company had a successful run during Eisner's first 10 years but lost focus and creative energy after the death of President Frank Wells in a helicopter crash in 1994.

Disney said in his letter that Eisner was about to leave his name off the slate of directors to be elected in the coming year and that Eisner is "muzzling my voice on the board -- much as you did with [former director] Andrea Van De Kamp last year."

Eisner's management at issue

Roy Disney attributed several failures to Eisner, including the languishing ratings at broadcast network ABC, the chairman's micromanagement of the company, a loss of morale, cutbacks in theme-park construction such as those at California Adventure and a creative "brain drain from the company."

Disney also took issue with the company's image, noting "the perception by all of our stakeholders -- consumers, investors, employees, distributors and suppliers -- that the company is rapacious, soulless and always looking for the 'quick buck' rather that long-term value which is leading to a loss of public trust."

The company still feels the effects of the 2001 terror attacks, which cut attendance at its theme parks. Disney's centerpiece in that division, Walt Disney World in Orlando, Fla., relies primarily on air travel for business.

Some say the theme-park troubles may be beyond the company's control; others say Disney officials didn't invest enough in new parks or in sprucing up old facilities.

But blame for the difficulties at ABC is placed squarely on management's shoulders.

ABC was heavily criticized for devoting too much of its schedule in 2000 to "Who Wants To Be A Millionaire," a game show that was broadcast several nights a week. The show's ratings fizzled the next year, and ABC had little programming to pick up the slack.

As a result, ABC's ratings have been languishing at the bottom of the pack for several years.

Criticism of Eisner can be traced to the time of Wells' death. Shortly afterward, studio chief Jeffrey Katzenberg resigned to start DreamWorks SKG after being rebuffed in his attempts to replace Wells.

That, plus a series of corporate reshufflings, prompted critics to say Eisner was concentrating power in his own hands. The company's directors were often criticized for giving the mercurial chairman too much control over the board's makeup.

One of those moves put former Hollywood agent Michael Ovitz in Wells' spot in 1995, which quickly went awry as Ovitz proved ill-suited to the job. His multimillion-dollar buyout rankled investors and board members who were beginning to wonder about Eisner's leadership.

As many of you know, Roy Disney (nephew of Walt Disney) and Stanley Gold have recently resigned from the board of the Walt Disney Company. They have done so in protest, and to highlight the serious mismanagement under the reign of Michael Eisner. It's no secret to most in the Internet community that Eisner's style of management has resulted in a loss of key talent, reductions of budgets to the point that show (and now quite probably even safety) in the theme parks have drastically suffered, and a significant erosion in the value of and respect for the Disney name. It's not too far-reaching to say that the Disney organization we know and love is suffering a slow, cruel death--a death that's accelerating at an alarming pace. There simply isn't enough left for Eisner to "cut" in order to show short-term profits. He's cut well into the "meat" of the Company, in ways that are disturbing not only in the short term, but also potentially devastating for the Company's long-term viability. What's more, so many talented individuals who made Disney what it was, are being lost--there's literally not going to be anyone left to pick up the pieces.

Both Roy Disney and Stanley Gold had been working within the Company to stem this disturbing tide, but their voices have been repeatedly squelched by Eisner and his board, which has been described as Eisner's lackeys and yes-men. In an obvious effort to further silence Roy, the board chose to remove his name from the ballot of upcoming board elections. Roy resigned in protest,
followed by Stanley. Both have called for Eisner to step down, an action which many feel is long, long overdue. Now free of the restrictions of board membership, both Roy Disney and Stanley Gold are launching an effort to turn Disney around, to restore it to the values and quality that we know and cherish.

We invite, and in fact strongly encourage you to support Roy Disney and Stanley Gold in their efforts. Veteran Disney animator Dave Pruiksma has published a Web page for just this purpose, and is collecting electronic "signatures". Please take a moment to visit his site and offer your support.

http://www.pruiksma.com/letterofsupport.html

Thank you!

From IMDB.com Stduio Briefing today:

Jobs To Become Number-Two Man at Disney?

Steve Jobs, the chairman of both Apple Computers and Pixar Animation, may be offered a position in the Walt Disney Co. that would make him second-in-command to Michael Eisner, according to the New York Post, which said that at the least, Jobs might be offered a position on Disney's board. Some analysts, however, scoffed at the notion of the two men being able to work closely together, noting that a year ago, Eisner criticized Apple's "Rip.Mix.Burn" campaign for its iTunes product as an effort to promote piracy. Disney and Pixar are currently in renegotiations over a production/distribution deal, and Jobs has threatened to chuck Pixar's deal with Disney unless it can be substantially improved.

Although not all of our registered supporters are shareholders of record, we wanted to make sure every one of you had the opportunity to see Roy and Stan's urgent message being released today.

--------------------------------------------------------------------------------

AN OPEN LETTER TO OUR FELLOW DISNEY SHAREHOLDERS

FROM ROY E. DISNEY AND STANLEY P. GOLD

Roy E. Disney
Stanley P. Gold
4444 Lakeside Drive
Burbank, CA 91505

January 27, 2004

Dear Fellow Walt Disney Company Shareholders:

Now is the time for all Disney shareholders to take the first step to bring needed change to The Walt Disney Company. We ask each of you to join us in our campaign to change senior management’s and the Board’s “business as usual” attitude at Disney.

Join us in voting NO on the re-election of Michael Eisner, George Mitchell, Judith Estrin, and John Bryson as Directors at the Wednesday, March 3 Annual Meeting of Shareholders in Philadelphia.

Eight weeks ago, we resigned from the Board of Directors to vividly demonstrate our dissatisfaction with the direction and management of The Walt Disney Company. Our resignation letters, which can be easily accessed on our website www.savedisney.com , describe in detail our reasons. In particular, our ongoing concern is that the Company's senior management has been unable to generate long-term growth and performance and that the Board of Directors has failed to hold management accountable for its failures.

SEND A MESSAGE TO EISNER AND THE BOARD

By just saying NO you will send a message the Board of Directors cannot ignore. By withholding your vote from these four directors - who we believe are representative of what is wrong at Disney - you will force the Board to recognize the widespread conviction that serious changes in both senior management and the Board are necessary.

NO ON EISNER AND NO ON ESTRIN, MITCHELL AND BRYSON

We are seeking a NO vote on Michael Eisner and also a NO vote on George Mitchell, Judith Estrin and John Bryson because they symbolize, respectively, the poor management, poor governance, poor compensation practices, and lack of board independence that are impeding the development of long-term shareholder value at The Walt Disney Company.

MICHAEL EISNER (poor management): Since the death of Frank Wells in 1994, Michael Eisner has been unable to manage growth or achieve performance levels that were once commonplace at The Walt Disney Company. Since 1995, Return-on-Invested Capital has declined by 63% from 18% to 7%. Return-on-Equity has declined by 80% from 22% to 6% and Return-on-Assets has declined by 79% from 10% to 3%. While the Company’s stock has improved in recent months, it is important to note that since January 1996, an initial investment of $10,000 in Disney stock would have grown to only $11,497 over the 8 years ending December 2003, as compared to an investment in Dow Jones which grew to $20,191 (or 75% greater than Disney).

Mr. Eisner has failed to formulate a viable long-term strategy. Instead of investing wisely the cash flow produced by the company over the past ten years, those resources have been squandered on many failed projects, the most recent of which is the $5.2 billion acquisition of the Fox Family Channel.

He has built theme parks using copies of rides found elsewhere and built other attractions that fail to spark the imagination and excitement our guests and customers have a right to expect from Disney. The dismal financial results at Disney’s California Adventure and Disney's Studio Paris are testimony to this flawed strategy.

The revolving door of executives has also led to an enormous loss of creative talent - once the clear hallmark of Disney.

While these activities may provide a short-term (in many cases, very short) boost to revenues, they have the long-term effect of dissipating what has made The Walt Disney Company great. If this process is allowed to continue, Disney will wind up “just another entertainment company”— and will never be able to recover its hard-earned reputation for providing unparalleled quality family entertainment and exceptional value to its guests and customers.

GEORGE MITCHELL (poor governance): We believe Ex-Senator Mitchell is not capable of providing effective leadership as the Company’s “Presiding Director.” He has opposed our repeated efforts to separate the functions of CEO and Chairman of the Board. Instead, he supported the Company’s new governance rules, which are more form than substance — and which have left him as a Presiding Director with no authority or real responsibility.

Equally troubling, in addition to his full-time career as a practicing lawyer, ex-Senator Mitchell serves on far too many other boards to permit him adequate time for his Disney commitments. (It is worth noting that many of the other companies on whose boards he has sat have experienced significant financial, legal, and governance problems — among them Xerox, U.S. Technologies, Oily Rock Group Ltd. and Staples Inc.).

Moreover, within the last several years ex-Senator Mitchell has served as a paid consultant to the Company and his law firm has received more than $1 million in fees from The Walt Disney Company.

JUDITH ESTRIN (poor compensation practices): As Chair of the Board’s Compensation Committee for the past two years, Ms. Estrin engineered what we believe were excessive total compensation packages for the Company’s top five executives. For example, in fiscal 2002, when the Disney stock price was down approximately 16%, total compensation for those executives alone was approximately $40 million.

Good governance requires — and shareholders deserve — a real connection between performance and pay. Under Ms. Estrin's leadership of the Compensation Committee, we believe that connection has been severed.

JOHN BRYSON (lack of independence): For almost two years, we have pointed out to the Board that John Bryson should not be considered an “independent” director because his wife was being paid millions of dollars as an executive of Disney's 50%-owned Lifetime Channel.

Moreover, as CEO of Edison International, Mr. Bryson oversaw transactions with The Walt Disney Company for the naming rights to Anaheim Stadium that involved tens of millions of dollars. Nonetheless, the Disney Board continued to publicly declare that John Bryson was independent.

In his capacity as an “independent” director and Chair of the Nominating and Governance Committee, he collaborated with Michael Eisner to manage the removal of Andrea Van de Kamp from the Board one year ago because of her opposition to some of management’s proposals. He performed a similar role this year in removing Roy E. Disney from the Board.

Only after eliminating dissenting voices from the Board and being confronted with the recently adopted New York Stock Exchange certification requirements for independent directors, did the Board belatedly concede that Mr. Bryson is not independent.

A company seriously committed to “best practices” in corporate governance would not have allowed Mr. Bryson to serve as Chair of its Nominating and Governance Committee.


--------------------------------------------------------------------------------

JOIN US IN VOTING NO ON YOUR PROXY

WITHHOLD YOUR VOTE FROM EISNER, MITCHELL, ESTRIN AND BRYSON

We believe it is important for you to understand that our actions today are not motivated by any personal ambitions. Neither of us has any desire to be Chairman or CEO of The Walt Disney Company. Rather, we are launching our “Vote No” campaign in an effort to improve the long-term financial health of the Company, to restore shareholder value, and to return the quality of its products and services to a level that will yield sustainable growth.

PLEASE TAKE A FEW MOMENTS TO VOTE YOUR SHARES. EVERY VOTE COUNTS. WE NEED YOU TO SIGN AND RETURN YOUR PROXY CARD – BUT PLEASE TAKE THE TIME AND INDICATE ON YOUR PROXY THAT YOU ARE WITHHOLDING YOUR VOTE FOR MICHAEL EISNER, GEORGE MITCHELL, JUDITH ESTRIN AND JOHN BRYSON.

DON’T LET YOUR BROKER VOTE FOR YOU. UNLESS YOU SEND BACK YOUR PROXY WITH AN “X” MARKED IN THE BOX “FOR ALL EXCEPT” AND LIST THE NAMES OF MICHAEL EISNER, GEORGE MITCHELL, JUDITH ESTRIN AND JOHN BRYSON (OR THE NUMBERS ASSOCIATED IN THE PROXY WITH THESE NOMINEES) IN THE SPACE PROVIDED, YOUR SHARES WILL BE VOTED “FOR” EISNER AND ALL THE OTHER MANAGEMENT DIRECTORS.

If you have any questions on how to VOTE NO, please contact our proxy specialists -- Mackenzie Partners, Inc. Toll-Free at (800) 322-2885 or at (212) 929-5500 or by email at [email protected]. They will be pleased to help you through the process. You may also see www.savedisney.com for specific instructions or email us at [email protected].

Make sure your voice is heard. The damage The Walt Disney Company has suffered at the hands of Michael Eisner and the current Board must be repaired before it is too late. VOTE NO TODAY AND BRING BACK THE MAGIC! Thanks for your support.

Sincerely,

Roy E. Disney Stanley P. Gold