SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
__________
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):
August 9, 2002
__________
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 9. Regulation FD Disclosure.
On August 9, 2002, the Registrant's Chief Executive Officer and Chief
Financial Officer filed sworn statements with the Securities and Exchange
Commission with respect to the Registrant's reports filed with the Commission
since the filing of its Annual Report on Form 10-K for the year ended September
30, 2001. Copies of the statements are furnished herewith as exhibits 99(a) and
99(b), respectively.
Item 7. Financial Statements and Exhibits.
(c) Exhibits
99(a) Statement Under Oath, dated August 9, 2002, of Michael D. Eisner,
Chairman of the Board and Chief Executive Officer of the Registrant.
99(b) Statement Under Oath, dated August 9, 2002, of Thomas O. Staggs,
Senior Executive Vice President and Chief Financial Officer of the
Registrant.
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 hereunto duly authorized.
THE WALT DISNEY COMPANY
By: /s/ David K. Thompson
David K. Thompson
Senior Vice President,
Assistant General Counsel
and Corporate Secretary
Dated: August 9, 2002
EXHIBIT 99(a)
Statement Under Oath of Principal Executive Officer Regarding Facts and
Circumstances Relating to Exchange Act Filings
I, Michael D. Eisner, Chairman of the Board and Chief Executive Officer of The
Walt Disney Company (the "Company"), state and attest that:
(1) To the best of my knowledge, based upon a review of the covered reports of
the Company, and, except as corrected or supplemented in a subsequent
covered report:
* no covered report contained an untrue statement of a material fact as of
the end of the period covered by such report (or in the case of a report on
Form 8-K or definitive proxy materials, as of the date on which it was
filed); and
* no covered report omitted to state a material fact necessary to make the
statements in the covered report, in light of the circumstances under which
they were made, not misleading as of the end of the period covered by such
report (or in the case of a report on Form 8-K or definitive proxy
materials, as of the date on which it was filed).
(2) I have reviewed the contents of this statement with the Company's Audit
Committee.
(3) In this statement under oath, each of the following, if filed on or before
the date of this statement, is a "covered report":
* the Annual Report on Form 10-K of the Company for the fiscal year ended
September 30, 2001, filed with the Commission on December 10, 2001;
* all reports of Form 10-Q, all reports on Form 8-K and all definitive proxy
materials of the Company filed with the Commission subsequent to the filing
of the Form 10-K identified above; and
* any amendments to any of the foregoing.
/s/ Michael D. Eisner
Michael D. Eisner
August 9, 2002
Subscribed and sworn to before me this 9 day of August, 2002.
/s/ Diana M. De Leon
Notary Public
My Commission Expires: November 24, 2004
EXHIBIT 99(b)
Statement Under Oath of Principal Financial Officer Regarding Facts and
Circumstances Relating to Exchange Act Filings
I, Thomas O. Staggs, Senior Executive Vice President and Chief Financial Officer
of The Walt Disney Company (the "Company"), state and attest that:
(1) To the best of my knowledge, based upon a review of the covered reports of
Company, and, except as corrected or supplemented in a subsequent covered
report:
* no covered report contained an untrue statement of a material fact as of
the end of the period covered by such report (or in the case of a report on
Form 8-K or definitive proxy materials, as of the date on which it was
filed); and
* no covered report omitted to state a material fact necessary to make the
statements in the covered report, in light of the circumstances under which
they were made, not misleading as of the end of the period covered by such
report (or in the case of a report on Form 8-K or definitive proxy
materials, as of the date on which it was filed).
(2) I have reviewed the contents of this statement with the Company's Audit
Committee.
(3) In this statement under oath, each of the following, if filed on or before
the date of this statement, is a "covered report":
* the Annual Report on Form 10-K of the Company for the fiscal year ended
September 30, 2001, filed with the Commission on December 10, 2001;
* all reports of Form 10-Q, all reports on Form 8-K and all definitive proxy
materials of the Company filed with the Commission subsequent to the filing
of the Form 10-K identified above; and
* any amendments to any of the foregoing.
__/s/ Thomas O. Staggs
Thomas O. Staggs
August 9, 2002
Subscribed and sworn to before me this 9 day of August, 2002.
/s/ Diana M. De Leon
Notary Public
My Commission Expires: November 24, 2004