-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, TEESWB6MxpGzVvTByHv/fxSwmhdBQ0OdWZWEVLoGV0qtkqHIvWMi7Q3VZtldRg6I aRMn7938TjngbHdqPx3TBg== 0001001039-05-000191.txt : 20050708 0001001039-05-000191.hdr.sgml : 20050708 20050708214536 ACCESSION NUMBER: 0001001039-05-000191 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050628 FILED AS OF DATE: 20050708 DATE AS OF CHANGE: 20050708 ISSUER: 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 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 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: McCarthy Christine M CENTRAL INDEX KEY: 0001332169 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-11605 FILM NUMBER: 05946880 BUSINESS ADDRESS: BUSINESS PHONE: (818) 560-4300 MAIL ADDRESS: STREET 1: 500 SOUTH BUENA VISTA STREET CITY: BURBANK STATE: CA ZIP: 91521-0964 3 1 mcc206.xml X0202 3 2005-06-28 0 0001001039 WALT DISNEY CO/ DIS 0001332169 McCarthy Christine M 500 SOUTH BUENA VISTA STREET BURBANK CA 915210964 0 1 0 0 EVP-Corp Fin. & RE & Treasurer Disney Common Stock 3308 D Disney Common Stock 1367.45 I By 401(k) Phantom Stock Unit Award 2007-01-24 Disney Common Stock 3017.80 D Phantom Stock Unit Award 2006-01-22 Disney Common Stock 3946.01 D Phantom Stock Unit Award 2008-01-22 Disney Common Stock 3947.01 D Phantom Stock Unit Award 2007-01-03 Disney Common Stock 6270.00 D Phantom Stock Unit Award 2009-01-03 Disney Common Stock 6270.00 D Stock Option (Right to Buy) 132.57 2010-01-24 Disney Common Stock 1452.00 D Stock Option (Right to Buy) 32.87 2010-01-24 Disney Common Stock 65000.00 D Stock Option (Right to Buy) 30.22 2011-02-05 Disney Common Stock 46000.00 D Stock Option (Right to Buy) 22.20 2012-01-28 Disney Common Stock 60000.00 D Stock Option (Right to Buy) 17.13 2013-01-24 Disney Common Stock 25200.00 D Stock Option (Right to Buy) 24.64 2014-01-22 Disney Common Stock 30000.00 D Stock Option (Right to Buy) 28.03 2012-01-03 Disney Common Stock 22000.00 D Shares held in The Walt Disney Company Stock Fund as of July 1, 2005. The fund is one investment option in the 401(k) Plan and contains Company matching contributions. This Stock Unit Award was granted under Disney's 2002 Executive Performance Plan and Amended and Restated 1995 Stock Incentive Plan, in a transaction exempt under Rule 16b-3. The award is scheduled to vest on January 24, 2007, subject to certain vesting conditions and subject to acceleration in certain instances. Includes dividend equivalents credited with respect to the award, pursuant to the terms thereof. Converts at 1-for-1. This Stock Unit Award was granted under Disney's 2002 Executive Performance Plan and Amended and Restated 1995 Stock Incentive Plan, in a transaction exempt under Rule 16b-3. The award is scheduled to vest January 22, 2006, subject to certain vesting conditions and subject to acceleration in certain instances. Includes dividend equivalents credited with respect to the award, pursuant to the terms thereof. This Stock Unit Award was granted under Disney's 2002 Executive Performance Plan and Amended and Restated 1995 Stock Incentive Plan, in a transaction exempt under Rule 16b-3. The award is scheduled to vest January 22, 2008, subject to certain vesting conditions and subject to acceleration in certain instances. Includes dividend equivalents credited with respect to the award, pursuant to the terms thereof. This Stock Unit Award was granted under Disney's 2002 Executive Performance Plan and Amended and Restated 1995 Stock Incentive Plan, in a transaction exempt under Rule 16b-3. The award is scheduled to vest January 3, 2007, subject to certain vesting conditions and subject to acceleration in certain instances. This Stock Unit Award was granted under Disney's 2002 Executive Performance Plan and Amended and Restated 1995 Stock Incentive Plan, in a transaction exempt under Rule 16b-3. The award is scheduled to vest January 3, 2009, subject to certain vesting conditions and subject to acceleration in certain instances. Option was granted under The Walt Disney Company's Amended and Restated 1995 Stock Incentive Plan, in a transaction exempt under Rule 16(b)-3. The option became fully vested on January 24, 2004. Option was granted under The Walt Disney Company's Amended and Restated 1995 Stock Incentive Plan, in a transaction exempt under Rule 16(b)-3. The option became fully vested on January 24, 2005. Option was granted under The Walt Disney Company's Amended and Restated 1995 Stock Incentive Plan, in a transaction exempt under Rule 16(b)-3. Under the option, 36,800 shares are currently vested. The remaining, unvested portion of the option vests as to 9,200 shares on February 5, 2006. Option was granted under The Walt Disney Company's Amended and Restated 1995 Stock Incentive Plan, in a transaction exempt under Rule 16(b)-3. Under the option, 36,000 shares are currently vested. The remaining, unvested portion of the option vests in installments of 12,000 shares on each January 28 of 2006 and 2007. Option was granted under The Walt Disney Company's Amended and Restated 1995 Stock Incentive Plan, in a transaction exempt under Rule 16(b)-3. Under the option, 12,600 shares are currently vested. The remaining, unvested portion of the option vests in installments of 6,300 shares on each January 24 of 2006 and 2007. Option was granted under The Walt Disney Company's Amended and Restated 1995 Stock Incentive Plan, in a transaction exempt under Rule 16(b)-3. Under the option, 7,500 shares are currently vested. The remaining, unvested portion of the option vests in installments of 7,500 shares on each January 22 of 2006, 2007, and 2008. Option was granted under The Walt Disney Company's Amended and Restated 1995 Stock Incentive Plan, in a transaction exempt under Rule 16(b)-3. The option vests as to 5,500 shares on each January 3 of 2006, 2007, 2008, and 2009. By: Joseph M. Santaniello (POA on file) 2005-07-08 EX-24 2 mccarthy.txt MCCARTHY POWER OF ATTORNEY POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints Alan N. Braverman, Joseph M. Santaniello, David K. Thompson, and Roger J. Patterson, and each of them, the undersigned's true and lawful attorneys-in-fact, to: (1) execute for and on behalf of the undersigned, with respect to The Walt Disney Company, a Delaware corporation (the "Company"), Forms 3, 4, and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder and, apply for an access code and (if not previously issued) a filing (or CIK) number to permit the filing of such forms via EDGAR; (2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4, or 5 and timely file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority; and (3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion. The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorney-in-fact, in serving in such capacity at the request of the undersigned, is not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder, or any other obligations of the undersigned thereunder. This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4, and 5 with respect to the undersigned's holdings of and transactions in securities issued by the Company due to the undersigned's status as a director or officer of the Company, unless earlier revoked by the undersigned in a signed writing delivered to the forgoing attorney-in-fact. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 1st day of July, 2005. /s/ Christine M. McCarthy -----END PRIVACY-ENHANCED MESSAGE-----