[MouseMan]

Comcast Urges Disney to Revisit Offer
1 hour, 44 minutes ago By Cynthia Littleton

LOS ANGELES (Hollywood Reporter) - Comcast Corp. was quick to pounce on Michael Eisner's moment of vulnerability Wednesday with a renewed call for the Walt Disney Co.'s board of directors to reconsider the stock-swap takeover offer that the board unanimously rejected last month.



Some 43% of Disney shareholders at the company's annual meeting withheld their votes for Eisner's re-election as chairman; the company's board later said it was immediately separating the positions of chairman and CEO, with former U.S. Sen. George Mitchell taking over the former role.


"Today's unprecedented withhold vote by Disney's shareholders sends a powerful message that Disney's board and management need to focus more on shareholder interests," Comcast said in a statement released late Wednesday. "Disney's independent directors should immediately meet with Comcast so we can directly present our full and generous proposal and the benefits of the merger."


The general consensus on Wall Street has been that Comcast's initial Feb. 11 offer, which valued Disney at about $54 billion, was too low and that the cable giant would ultimately sweeten its bid with a cash component. But Comcast has so far held firm on its bid.


"Under our proposal, the Disney shareholders would own 42% of one of the world's leading and best-managed entertainment and communications companies," the Comcast statement said. "The value of our proposal is significantly higher than the value of Disney on its own and would provide Disney shareholders with a substantial premium above Disney's unaffected share price compared to any relevant trading period over the past three years."


In a statement, the Disney board of directors reiterated late Wednesday that it considered the Comcast offer "inadequate" but said it would "carefully review and analyze any reasonable proposal."


Although the Disney annual shareholder meeting took place in Comcast's hometown of Philadelphia, Comcast CEO Brian Roberts, Comcast Cable president Stephen Burke and other top brass were on the other side of the country Wednesday for a long-planned Comcast managers conference in Phoenix. One of the scheduled speakers at the Comcast gathering, Microsoft chairman Bill Gates (news - web sites), has been rumored as a possible partner for Comcast in its bid for Disney.


A Comcast spokesman said the focus of the Phoenix conference was to discuss the company's successful integration of the AT&T Broadband cable systems that it acquired in 2002 and the rollout of new high-tech products and services. The appearance by Gates, who spearheaded Microsoft's $1 billion investment in Comcast in 1997, had long been scheduled, the spokesman added.

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[CaptainTony]

Why do I feel like we won the Super Bowl, but someone stole the trophy?

How could any CEO face a 43% vote of "no confidence" and not resign? How can a person even think they will figure some way to save face after being effectively told that nobody trusts you?

[Disneypro]

I believe that Mr. Eisner isn't interested in saving face. He obviously doesn't care what the regular folks like you and me think and most of the Beverly Hills/Brentwood/Malibu/Hollywood elite seem to kiss his butt so much (You know, in that way that they pat each other on the back and tell each other how great they are) they should suffer from horrible lip cramps.

He's interested in one thing and one thing only. It's the same thing that he's been guided by for years now...his passbook's balance.

[Mickey Crazy]

This is amazing , they still haven't solved anything. All they did was shuffle the chairs around at the board meetings. At this time will anything really change? Let's wait and see.

[kida]

Here is another article about ME.

http://www.abcnews.go.com/sections/B..._040303-1.html

[MouseMan]

New Disney Chairman Won't Quell Critics
54 minutes ago By Derek Caney

NEW YORK (Reuters) - The removal of Michael Eisner from the role of chairman of Walt Disney Co. (NYSEIS - news) is unlikely to quiet critics of the media company, some of whom dismissed it on Thursday as cosmetic.

Disney's shares were up slightly as the stock market opened the day after it split the roles of chairman and chief executive following an unprecedented shareholder protest.


But investors were wary because Eisner retains the post of chief executive officer, and the chairman role went to George Mitchell, a much-admired career politician with no direct experience running a media company.


"I can't imagine a CEO who gets 43 percent of shareholder votes against him is still in his role the morning after," said Fulcrum Global Partners analyst Richard Greenfield. "You would think there would have been some discussion about removing him from the company all together."


At a meeting in Philadelphia on Wednesday, 43 percent of shareholders withheld support for Eisner, while 24 percent of said Mitchell should not be re-elected to the board.


"I don't think you could perceive this as anything other than a nominal change," Tradition Asiel Securities analyst Paul Kim.


Greenfield noted that the compared with the chairmen of other media giants like News Corp.'s Rupert Murdoch, Time Warner's Dick Parsons and Viacom's Sumner Redstone, Mitchell would appear out of place.


"(Mitchell) obviously has credentials as a politician," he said. "But if you're at an investor conference and you've got a panel that includes Murdoch, Parsons, Redstone and George Mitchell, you've got to ask, 'Which one of these pieces doesn't fit?"'


"Someone needs to explain to me what Mitchell brings to the table," he said. "And if you can't answer that question, then you have to wonder if the move was cosmetic."


Disney shares were up 19 cents, or 0.7 percent, at $26.84 in morning trading on the New York Stock Exchange

[tomogirl]

I was clapping when watching the ABC news last night (for the first few seconds of the story). The minute I first heard that Eisner was ousted out of his position as Board CEO, I was grinning, but then... they followed up with the words (similarily or what's being rocketed in my head), "He's still CEO head of Disney ABC". That sent a shock through my soul. Forty-three percent vote yet he's still there. Yes, I wonder what's going to happen next.. :/

[iluvstitch]

What did the other 57% who voted vote for, I wonder....?

[gnease42]

that's kinda why I was wondering what percent of shares eisner owns... trying to find out if the vote was really really bad for mikey or not...

Geoff

[Disneyland1955]

Well it looks like they have got a really strong message out there that Eisner is no longer wanted. So lets hope that hes holding on by a thread here

[MickeysGirl]

Roy Disney and Stanley Gold Call Action By Disney Board A Blatant Rejection of Shareholder Will and Significant Step Backwards for Governance Reform in America

BURBANK, Calif., March 4 /PRNewswire/ -- Roy Disney and Stanley Gold today called the decision by The Walt Disney Company Board of Directors naming George Mitchell as Chairman, while allowing Michael Eisner to remain CEO, "a blatant rejection of shareholder will, a betrayal of trust and a significant step backwards for substantive governance reform in America's capital markets."
"The unprecedented 43% No Confidence Vote on Michael Eisner is a sharp rebuke to his continued leadership," Messrs. Disney and Gold said. "More importantly, for the Board to endorse a lame duck CEO that shareholders have repudiated is untenable for the Company, its shareholders, its employees and its business partners. Good corporate governance mandates that Boards listen and be responsive to their shareholders. The Disney Board has minimized the message sent by their shareholders."

"This Board just doesn't get it. Once again, we see half measures, cosmetic changes and poor choices," Messrs. Disney and Gold continued.
"Apparently, they think they can just ignore the 24% No Confidence Vote Mr. Mitchell received from the company's shareholders, which clearly demonstrates they do not believe in his leadership."
Mr. Gold added, "Mr. Mitchell has a checkered history as a corporate Director and lacks the business acumen, independence and credibility to serve as Chairman of The Walt Disney Company. His selection as chairman is a terrible choice by this Board. It is a grave disservice to their shareholders."
Messrs. Disney and Gold continued, "It is clear from this action that corporate governance is just talk at the Walt Disney Company. We renew our call for substantive change beginning with the immediate commencement of a search for a new CEO and the selection of a truly independent Chairman of the Board," they said. "The shareholders have spoken and the Board must respond appropriately."
Messrs. Disney and Gold said that the public outcry from investors has been deafening.

-- Sean Harrigan, President of CalPERS stated, "This discontent is too wide and way too deep in the marketplace, and it has led us to believe that Eisner should go and the Board should get quickly to work on planning for an orderly transition."
-- New York State Comptroller Alan Hevesi stated, "What Disney must do is 'separate the positions of chairman and chief executive and ... replace Mr. Eisner as soon as possible.'"
-- Cynthia Richson, the corporate governance officer for the Ohio Public Employees Retirement System stated, "I'm extremely disappointed with Mitchell. There are questions about his psychological independence, considering his long-standing ties with Eisner."
-- Robert A.G. Monks, Respected governance luminary, commenting on the vote stated "This is so high. It would have been a discharge vote at 33 percent. At 43 percent, they shouldn't even take time to blot the ink on the resignation ... He's got to go. He really does. You can't have this big shadow over the board and over the succession process. Unhappily, Michael was personally repudiated. He'll just have to take that and accept it ... Michael and the Board have to soberly reflect that they've been rejected by their owners".
-- Patrick McGurn of Institutional Shareholder Services was quoted as saying, " ... beyond a referendum on corporate governance. This is a referendum on Eisner's continued presence at the company." A spokeswoman for ISS added, "If the Disney Board believes this is the silver bullet to fix all the problems, they are sort of mistaken. The level of the vote makes it clear that investors have a lot more on their minds than just the splitting of the position."
-- The Council of Institutional Investors stated today, "And the most troubling thing of all? The company's response to this extraordinary shareholder proxy revolt trivialized it."
-- Charles Elson, director of the University of Delaware's Center for Corporate Governance said, "Disney once again seems to be misunderstanding the situation. This is a shuffling of the chairs, not a change."

Mr. Gold continued, "This knee-jerk decision by the Board of Directors is not surprising given its history of lip service and halfhearted measures regarding real corporate governance reform. Disney shareholders and all investors have been let down by the Board of The Walt Disney Company; yet again, they have failed to meet and honor the fundamental principles of good governance."
Mr. Gold and Mr. Disney plan to continue their campaign by speaking to and meeting with the Company's shareholders in the coming days.
"These issues are just too important for Disney and the overall credibility of our capital markets. We can't stop or slow down now," Roy Disney said.

3/4/04
Source: PRNewswire

[Mickey Crazy]

What it comes down to ,is the board is telling it's stockholders, see no evil , hear no evil , speak no evil!

[Girly Girl]

Captain Tony, someone did steal our trophy!

[DisneyDriver]

Doug Moe: It's been one wild Disney ride

By Doug Moe
March 6, 2004


MICHAEL EISNER doesn't have many quiet moments. Kristin Yates caught one of them in Arizona in January.

It was just after a small meeting in which Eisner, then the chairman of the board and CEO of the Walt Disney Co., had addressed a group of analysts at the behest of Smith Barney.

Yates, co-founder of Holt-Smith & Yates Advisors, a Madison-based money management firm that in 15 years has grown at an astonishing pace to where they now manage assets of $1.5 billion, attended the Arizona meeting because her firm's clients own 3 million shares of Disney stock.

Since November, when a quarrel between Eisner and Roy Disney, nephew of the company's founder, had boiled over in public - with Disney losing his seat on the company's board of directors - Yates had worried about the effect of the controversy on the value of the company stock. It was a little bit personal for Yates. She's had clients in Disney for 13 years - it's the company her investment group has stuck with the longest.

After Eisner spoke that January evening in Arizona - never addressing the feud with Roy Disney - Yates walked up to him. The controversy was showing no signs of going away. Roy Disney and another former board member, Stanley Gold, had even started an anti-Eisner Web site, savedisney.com. The storied company's dirty linen wasn't hanging out a window so much as it was being flown like a flag for the world to see.

Yates asked Eisner: "Is there anything you can do to repair the rift between you and Roy?"

Eisner replied, "He wants me out." Then, talking about Disney and Gold, he added, "They don't own that much stock."

Recalling the conversation Friday, Yates said, "It was a frustrating response."

Flying back to Madison, she reflected on how no one at the meeting seemed as concerned as she did about the dissension within the company. She was also not impressed with Eisner's attitude toward smaller stockholders.

With 3 million shares, Yates' clients weren't that small. In point of fact, they were the 87th-largest Disney shareholder.

But Eisner seemed to be missing a larger point: the emotional bond many of the small shareholders felt toward the Disney company. They had grown up watching the company's movies and shows and had taken their kids to the theme parks. Roy Disney was part of that heritage. Unfortunately, in Yates' view, Roy didn't seem interested in repairing the damage, either. He just wanted Eisner out.

On Feb. 10, Yates got a call in Madison from someone representing Roy Disney and the Save Disney effort. She took it as a conference call and invited one of her company's portfolio managers, Jason Joanis, to sit in.

The pitch was this: The annual Disney shareholders meeting was scheduled for March 3 in Philadelphia. While it was too late for Roy and Co. to mount another slate of potential board members to oppose Eisner, there was another option. Stockholders are allowed to simply withhold their votes from Eisner - or any other board member, for that matter - which while not removing Eisner, would send a strong message, all the stronger because like anything involving Disney, it would get prominent play in the media.

When they hung up that day, Yates and Joanis talked about it. Again, Roy Disney did not seem to have a new vision; certainly he wasn't interested in mending fences with Eisner. "All they were offering was to remove Michael Eisner," Yates said.

The next day, Feb. 11, came stunning news: The cable TV giant Comcast had made a $54 billion bid to take over Disney. "It seemed we might be saved by the bell," Yates said Friday. But Yates would eventually come to believe the Comcast bid was a lowball effort to get the company while it was battling all the unfavorable publicity; in any case, while the Comcast offer is still in play, nothing appears imminent.

Meanwhile, there was the Disney shareholders meeting earlier this week in Philadelphia. In 13 years, Yates had never gone, thinking them a rubber stamp and a show-and-tell of little real import. This year was different, and Joanis flew east to vote the firm's 3 million shares in person.

"We hadn't decided how to vote," Joanis said. "That's one reason I went out." Yates thought there was still a chance for an 11th-hour reconciliation - perhaps Eisner would agree to retire in a couple of years, something like that.

Joanis came back from Philadelphia Wednesday night feeling like he'd been on a Disney theme park ride. "It was the media event of the year," he said. The shareholders meeting was Wednesday at the Pennsylvania Convention Center, but on Tuesday, Roy Disney's group held a counter-meeting at a hotel up the street. Hundreds came and they had to turn people away. Joanis got in and received a bag full of anti-Eisner goodies: lapel pins and notebooks with Save Disney slogans.

The next day, Joanis voted the 3 million shares (actually slightly less, since some Holt-Smith & Yates shareholders attended and voted themselves) with the anti-Eisner side. Roy Disney had originally hoped for 10 percent - it wound up at 43 percent, a stunning vote of no confidence in the once unassailable Eisner. By Wednesday night, the Disney board had removed Eisner as chairman (he'll stay as CEO), replacing him with former U.S. Sen. George Mitchell.

In Madison Friday, Yates was still digesting it all. Mitchell is an Eisner ally, so the impact of his appointment remains to be seen. The Comcast offer still looms. Yates said the possibility exists her firm will, after all these years, unload its Disney stock.

What seems sure is that the next few months can't possibly be any wilder than those just past. Just ask Kristin Yates. "I've never seen anything like it," she said.

Published: 7:10 AM 3/06/04

[Mickey Crazy]

Thanks DD for the Doug Moe's story on the aftermath of the stock vote. We can only hope the board reads these news items , and will come to realize they still have not complied with the no vote.