Kenversations™ - Mar 8, 2004

Kenversations™
Page 2 of 3

Eisner's Side
Michael Eisner and his friends on the Board of Directors tried to deflect criticism by pointing out how much better off the company is than it was in 1984 and blaming recent challenges on the terrorist attacks of 9/11/01, communicable disease scares, the position of Jupiter- anything but things Michael Eisner had done.

Roy Disney's Side
Disney and Gold countered with comparing the performance of the Company with similar companies, and looking at performance and decisions in the past ten years, since the untimely, accidental death of President and Chief Operating Officer Frank Wells. Wells, like Disney and Gold, had been instrumental in bringing in Michael Eisner. Company insiders and astute outside observers noted the dynamics that seemed to work well between Eisner and Wells, and how the lack of those dynamics for the last ten years is likely a significant cause of the challenges currently facing the company.

In 1994, The Walt Disney Company was building attractions like The Twilight Zone Tower of Terror and the Indiana Jones Adventure: Temple of the Forbidden Eye, both innovative attractions with heavy story and theming, unlike any other attractions in the world. There was still hope for a worthy counterpart park to Disneyland in Anaheim. Katzenberg was leading a studio division with people like Roy Disney, a division that was about to unleash one of the most popular and critically praised animated features in history -"The Lion King"- capping off a steady stream of animated hits.

Even when the company was struggling with corporate raiders in 1984, it still had a piece of capital that was intangible - the Disney name. Roy Disney made a point of saying that "branding is for cows, because they all look the same." Disney is a name before it is a brand. Ask yourself - is the Disney name is better off in 2004 than it was in 1984? For those of you old enough to remember 1984, I think the answer will be clear. Does it hold the same sway, the same power, evoke the same feelings among consumers, investors, professionals, artists, and juries? How has that name fared in the last ten years?

Talented executives and skillful artists have jumped ship or been pushed off in a steady stream. The Feature Animation unit has suffered severe cutbacks. The outside animation company Disney had been partnering with is now a free agent. Miramax's Oscar® nomination streak is over, and the management of that Disney-owned company wants out. Indeed, the Oscar® for Best Animated Feature went to Pixar, and Disney didn't garner the award for Best Animated Short, either.

Walt Disney Imagineering has suffered as well, even after developing and opening the triumphant Tokyo DisneySea. Second theme parks like Disney's California Adventure and Walt Disney Studios Paris have been heavily criticized and have failed to have the effect on their Resorts investors were hoping for. The Indiana Jones Adventure, approaching nine years of age, was the last major new ride-through attraction at Disneyland Park. Disneyland Park is a place that went 43 years without a ride-related death clearly the fault of the park, only to be blamed for two deaths in less than five years.

Yes, the Company was recently named the most admired entertainment company, but is that really saying much? Who gets warm and fuzzy over ClearChannel? Was there a Mr. Viacom who appeared in your living rooms every Sunday night and touched the hearts of billions?

Eisner's Losing Gamble
How were these problems dealt with? By forcing out Roy Disney, the son and nephew of the company founders, the people who had built up the Disney name.

That was the last straw for too many people. Whether they owned a single share or were in charge of massive pension funds, more and more people now thought that change was needed. Disney and Gold launched SaveDisney.com and used the power of modern communications -the World Wide Web, e-mail, cable news channels- to get their message out in an unprecedented campaign. Building on the existing work and audiences of online columnists who agreed with the points being made, SaveDisney.com made the case to shareholders why the Company should be performing better, why quality does matter and had been slipping, and why a change was needed at the top.

No longer was it a matter of a handful of obsessed fans griping about the object of their fixation. It was something much, much bigger and more mainstream.