Darkbeer
03-24-2004, 08:46 PM
Roy Disney and Stanley Gold Press Release
Attorney for Roy Disney and Stanley Gold Sends Letter Requesting Release of 2004 Walt Disney Company Annual Meeting Voting Information
States NO (withhold) Vote by 401(k) Participants on Eisner Rumored to Be in Excess of 70%
LOS ANGELES, March 24 -- The following letter was sent to an attorney for the Walt Disney Company by an attorney for Roy Disney and Stanley Gold requesting the release of voting information relating to the Disney Company's 2004 annual meeting:
March 22, 2004
By Fax
Donald J. Wolfe, Jr.
Potter Anderson & Corroon LLP
1313 North Market Street
Wilmington, Delaware 19899-0951
Re: The Walt Disney Company 2004 Annual Meeting
Dear Mr. Wolfe,
I am writing, on behalf of my clients Roy E. Disney and Stanley P. Gold,
in furtherance of our previous correspondence regarding release of voting
information relating to the 2004 Annual Meeting.
We have received numerous inquiries from the press regarding the vote of
participants in the Company's 401(k) Plans. We understand that
approximately 28 million shares are held directly by the 401(k) Plans
and, based on instructions received from Plan participants, are voted by
Fidelity as trustee of the Plans. We further understand that these
shares are held directly by the 401(k) Plans on behalf of Plan
participants who have elected to invest directly in Company shares (the
"Disney Share Plan") and do not include any Company shares held in mutual
funds that are investment alternatives for Plan participants and do not
include any Company shares held by Fidelity in its capacity as investment
manager.
The NO (withhold) vote by 401(k) Plan participants on the re-election of
Mr. Eisner is rumored to be in excess of 70% of the shares held in the
Disney Share Plan. We understand that the Company has told the press
that it does not know how the Disney Share Plan shares were voted. This
is contrary to what we have been told by Fidelity, the trustee of the
401(k) Plans. Fidelity stated that it delivered a separate ballot for
the Disney Share Plan to Jim Alden, the Company's director of shareholder
services, which ballot Mr. Alden in turn provided to IVS. Fidelity also
stated that the Company later called Fidelity to ask again for the vote
of the Disney Share Plan component of the Company's 401(k) Plans, which
Fidelity again provided. Accordingly, I can only surmise that the
Company's spokesman was mistaken or that the reporters misunderstood the
Company's response. In any event, we expect that you will make the
ballot delivered to the Company by Fidelity on behalf of the Disney Share
Plan participants available for our review.
We also are writing to notify you that Daniel Burch of MacKenzie Partners
has informed us that IVS has agreed to permit us to review, prior to the
conclusion of IVS' review of the vote tally, all of the ballots cast at
the Annual Meeting and all of the proxies submitted by banks and brokers,
including copies of the ADP summary proxies. IVS has informed MacKenzie
Partners that our concurrent review will not interfere with IVS'
activities. We have been informed by IVS that the Company is unwilling
to permit this early review. Accordingly, we request that the Company
reconsider and permit IVS to provide us with immediate access to review
such materials. As you know, such access will expedite the challenge and
review process, a goal we trust the Company shares.
Finally, we remind you of the Company's agreement to provide us promptly,
at our expense, a transcript of the Annual Meeting as certified by a
certified court reporter. Please advise us as to when such transcript
will be made available to us. Even if the entire transcript is not yet
finalized, as it is now almost three weeks after the Annual Meeting, we
request that the portions of the transcript that are in final form be
provided to us and that the remaining portions be finalized and provided
to us as soon as practicable.
We look forward to receiving a prompt response from you so that we can
move forward with the review on an expeditious basis.
Very truly yours,
David K. Robbins
cc: Roy E. Disney
Stanley P. Gold
David K. Thompson
Alan Braverman
Morton A. Pierce
Martin Lipton
Paul K. Rowe
Daniel Burch
Board of Directors, The Walt Disney Company
Attorney for Roy Disney and Stanley Gold Sends Letter Requesting Release of 2004 Walt Disney Company Annual Meeting Voting Information
States NO (withhold) Vote by 401(k) Participants on Eisner Rumored to Be in Excess of 70%
LOS ANGELES, March 24 -- The following letter was sent to an attorney for the Walt Disney Company by an attorney for Roy Disney and Stanley Gold requesting the release of voting information relating to the Disney Company's 2004 annual meeting:
March 22, 2004
By Fax
Donald J. Wolfe, Jr.
Potter Anderson & Corroon LLP
1313 North Market Street
Wilmington, Delaware 19899-0951
Re: The Walt Disney Company 2004 Annual Meeting
Dear Mr. Wolfe,
I am writing, on behalf of my clients Roy E. Disney and Stanley P. Gold,
in furtherance of our previous correspondence regarding release of voting
information relating to the 2004 Annual Meeting.
We have received numerous inquiries from the press regarding the vote of
participants in the Company's 401(k) Plans. We understand that
approximately 28 million shares are held directly by the 401(k) Plans
and, based on instructions received from Plan participants, are voted by
Fidelity as trustee of the Plans. We further understand that these
shares are held directly by the 401(k) Plans on behalf of Plan
participants who have elected to invest directly in Company shares (the
"Disney Share Plan") and do not include any Company shares held in mutual
funds that are investment alternatives for Plan participants and do not
include any Company shares held by Fidelity in its capacity as investment
manager.
The NO (withhold) vote by 401(k) Plan participants on the re-election of
Mr. Eisner is rumored to be in excess of 70% of the shares held in the
Disney Share Plan. We understand that the Company has told the press
that it does not know how the Disney Share Plan shares were voted. This
is contrary to what we have been told by Fidelity, the trustee of the
401(k) Plans. Fidelity stated that it delivered a separate ballot for
the Disney Share Plan to Jim Alden, the Company's director of shareholder
services, which ballot Mr. Alden in turn provided to IVS. Fidelity also
stated that the Company later called Fidelity to ask again for the vote
of the Disney Share Plan component of the Company's 401(k) Plans, which
Fidelity again provided. Accordingly, I can only surmise that the
Company's spokesman was mistaken or that the reporters misunderstood the
Company's response. In any event, we expect that you will make the
ballot delivered to the Company by Fidelity on behalf of the Disney Share
Plan participants available for our review.
We also are writing to notify you that Daniel Burch of MacKenzie Partners
has informed us that IVS has agreed to permit us to review, prior to the
conclusion of IVS' review of the vote tally, all of the ballots cast at
the Annual Meeting and all of the proxies submitted by banks and brokers,
including copies of the ADP summary proxies. IVS has informed MacKenzie
Partners that our concurrent review will not interfere with IVS'
activities. We have been informed by IVS that the Company is unwilling
to permit this early review. Accordingly, we request that the Company
reconsider and permit IVS to provide us with immediate access to review
such materials. As you know, such access will expedite the challenge and
review process, a goal we trust the Company shares.
Finally, we remind you of the Company's agreement to provide us promptly,
at our expense, a transcript of the Annual Meeting as certified by a
certified court reporter. Please advise us as to when such transcript
will be made available to us. Even if the entire transcript is not yet
finalized, as it is now almost three weeks after the Annual Meeting, we
request that the portions of the transcript that are in final form be
provided to us and that the remaining portions be finalized and provided
to us as soon as practicable.
We look forward to receiving a prompt response from you so that we can
move forward with the review on an expeditious basis.
Very truly yours,
David K. Robbins
cc: Roy E. Disney
Stanley P. Gold
David K. Thompson
Alan Braverman
Morton A. Pierce
Martin Lipton
Paul K. Rowe
Daniel Burch
Board of Directors, The Walt Disney Company