UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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):
November 29, 2007
The Walt Disney Company
(Exact name of registrant as specified in its charter)
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Delaware |
1-11605 |
No. 95-4545390 |
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(State or other jurisdiction |
(Commission File Number) |
(IRS Employer |
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of incorporation) |
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Identification No.) |
500 South Buena Vista Street
Burbank, California 91521
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (818) 560-1000
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 8.01. Other Events.
On November 29, 2007, The Walt Disney Company (the “Company”) entered into a Terms Agreement with Banc of America Securities LLC, BMO Capital Markets Corp., Deutsche Bank Securities Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated and Mitsubishi UFJ Securities International plc with respect to the offer and sale of $750,000,000 aggregate principal amount of its 4.700% Global Notes due 2012 (the “Notes”). The Notes were offered to the public at 99.772% of par and proceeds to the Company net of underwriting discount of 0.35%, before expenses, was 99.422% of par. The Notes were registered under the Securities Act of 1933, as amended, pursuant to the shelf registration statement on Form S-3 (File No. 333-122139) of the Company. The Notes are being issued pursuant to a Senior Debt Securities Indenture, dated as of September 24, 2001, between the Company and Wells Fargo Bank, National Association, as trustee.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit No. |
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Description |
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1.1 |
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Terms Agreement, dated November 29, 2007, between The Walt Disney Company and the several underwriters set forth therein. |
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4.1 |
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Form of Note. |
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5.1 |
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Opinion of Dewey Ballantine LLP relating to the Notes. |
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23.1 |
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Consent of Dewey Ballantine LLP (included in Exhibit 5.1 above). |
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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.
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THE WALT DISNEY COMPANY |
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By: |
/s/ Roger J. Patterson |
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Name: |
Roger J. Patterson |
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Title: |
Vice President, Counsel |
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Registered In-House Counsel |
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Dated: December 3, 2007
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EXHIBIT INDEX
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Description |
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1.1 |
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Terms Agreement, dated November 29, 2007, between The Walt Disney Company and the several underwriters set forth therein. |
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4.1 |
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Form of Note. |
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5.1 |
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Opinion of Dewey Ballantine LLP relating to the Notes. |
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23.1 |
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Consent of Dewey Ballantine LLP (included in Exhibit 5.1 above). |
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