The Walt Disney Company Investment Plan

The Walt Disney Company Investment Plan free pdf ebook was written by on May 17, 1999 consist of 16 page(s). The pdf file is provided by www.dripinvestor.com and available on pdfpedia since June 20, 2012.

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The Walt Disney Company Investment Plan pdf




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The Walt Disney Company Investment Plan - page 1
The Walt Disney Company is pleased to offer The Walt Disney Company Investment Plan, a direct stock purchase plan designed to provide investors with a convenient method to purchase shares of Disney common stock and to reinvest cash dividends in the purchase of additional shares. Key features of the Plan are summarized below: If you currently own fewer than 10 shares of Disney common stock, or do not currently own any shares of Disney common stock at all, you may join the Plan by completing an enrollment form and either making an initial cash investment of at least $1,000 or authorizing monthly deductions of at least $100 from a qualified bank account for the purchase of Disney common stock. If you currently own at least 10 shares of Disney common stock, registered in your name, you may participate in the Plan simply by completing and returning an enrollment form. If you own at least 10 shares but they are currently held by a bank or broker in its name (that is, in ‘‘street name’’), you will need to instruct your agent to convert the shares to certificate form, registered in your name, in order to participate. Once you have enrolled, you may make additional investments of $100 or more by check or money order or through automatic monthly deductions from a qualified bank account. All cash dividends will be reinvested automatically in additional shares of Disney common stock. As a participant, you may (but are not required to) deposit your Disney common stock certificates with the Plan Administrator for safekeeping. You may sell all or any portion of your Disney common stock through the Plan. Participation in the Plan is subject to the payment of certain fees in connection with enrollment and purchase and sale of shares. Prospectus dated March 11, 1999 10,000,000 shares of Common Stock
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The Walt Disney Company Investment Plan - page 2
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS. IF ANY OTHER INFORMATION OR REPRESENTATIONS ARE GIVEN OR MADE, YOU MUST NOT RELY UPON THEM AS HAVING BEEN AUTHORIZED. This Prospectus does not constitute an offer to sell or a solicitation of an offer to buy shares of Disney common stock in any state or other jurisdiction to any person to whom it is unlawful to make such an offer or solicitation. To the extent required by applicable law in certain jurisdictions, shares offered under the Plan to persons who are not record holders of Disney common stock are offered only through a registered broker/dealer in those jurisdictions. Neither the delivery of this Prospectus nor any sale made hereunder should be deemed to imply that there has been no change in the affairs of the Company since the date of this Prospectus or that the information herein is correct as of any time subsequent to its date. 2
The Walt Disney Company Investment Plan - page 3
TABLE OF CONTENTS Page The Walt Disney Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Available Information; Incorporation of Documents by Reference . . . . . . . . . . The Walt Disney Company Investment Plan . . . . . . . . . . . . . . . . . . . . . . . . . . . Purpose . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Administration . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Eligibility and Enrollment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Optional Cash Investments. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Purchase of Common Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Dividends . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Sale of Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Custodial Service . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Issuance of Stock Certificates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Gifts and Transfers of Shares. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Gifts to Minors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Service Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Withdrawal from the Plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Additional Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Limitation of Liability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . U.S. Federal Income Taxation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Legal Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Experts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Indemnification . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . The Walt Disney Company 3 4 5 5 5 6 7 9 9 10 10 11 11 12 12 12 13 14 14 15 16 16 16 Disney is a Delaware corporation having its principal executive offices at 500 South Buena Vista Street, Burbank, California 91521 (telephone: (1-818) 560-1000). The Company, together with its subsidiaries, is a diversified international entertainment enterprise with operations in three principal business segments: Creative Content, Broadcasting and Theme Parks and Resorts. Businesses in the Creative Content segment produce and distribute live-action and animated motion pictures, television programs, home video products and musical recordings; license Disney’s characters and other intellectual property for use in connection with merchandise and publications; conduct retail distribution operations through the Disney Store and other outlets; and publish books and magazines. 3
The Walt Disney Company Investment Plan - page 4
Included in the Broadcasting segment are the operations of the ABC television and radio networks, television and radio stations owned by Disney subsidiaries, cable programming operations, including The Disney Channel and ESPN, and international television operations. The Theme Parks and Resorts segment encompasses the operations of Disneyland Park in California and the Walt Disney World Resort in Florida, the licensing of Tokyo Disneyland in Japan and sports operations, including the Mighty Ducks of Anaheim. The Company also has an equity investment in Euro Disney S.C.A., which operates the Disneyland Paris Resort and is managed by a Company subsidiary. Available Information; Incorporation of Documents by Reference The Walt Disney Company is subject to the Securities Exchange Act of 1934, as amended, and accordingly files reports, proxy statements and other information with the Securities and Exchange Commission. These materials may be inspected and copied at the public reference facilities of the SEC, Judiciary Plaza, 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549, as well as the SEC regional offices at 7 World Trade Center, New York, New York 10048, and Citicorp Center, 500 W. Madison Street, Suite 1400, Chicago, Illinois 60661. Copies may be obtained by mail at prescribed rates. Requests should be directed to the SEC’s Public Reference Section, Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549. In addition, the SEC maintains a Web site that contains all filings made electronically by registrants like Disney, accessible at http://www.sec.gov. The Company’s filings may also be inspected at the New York and Pacific stock exchanges. Disney has filed the following documents with the SEC. They are incorporated in this Prospectus by reference: (1) Disney’s Annual Report on Form 10-K for the fiscal year ended September 30, 1998. (2) Disney’s Quarterly Reports on Form 10-Q for the fiscal quarter ended December 31, 1998. (3) The description of Disney’s common stock contained in Disney’s Registration Statement on Form 8-B dated December 28, 1995. All documents subsequently filed by Disney pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to termination of this offering will also be deemed to be incorporated by reference in this Prospectus. Disney will provide you without charge, upon request, a copy of any of the documents incorporated by reference. Requests should be directed to Shareholder 4
The Walt Disney Company Investment Plan - page 5
Services Department, P.O. Box 11447, Burbank, California 91510-1447 (telephone: (1-818) 553-7200). The Company has filed a registration statement with the SEC relating to the shares offered hereby. This Prospectus omits some information contained in the registration statement, as permitted by SEC rules. THE WALT DISNEY COMPANY INVESTMENT PLAN PURPOSE 1. What is the purpose of the Plan? The purpose of the Plan is to promote long-term stock ownership among existing and new investors in the Company by providing a convenient method to purchase shares of Disney common stock and reinvest cash dividends paid on such shares. ADMINISTRATION 2. Who administers the Plan? The Plan is administered by the Disney Shareholder Services department, which serves as the Company’s stock transfer agent, registrar and dividend disbursing agent. As Administrator, Disney Shareholder Services acts as agent for Plan participants and keeps records, sends statements and performs other duties relating to the Plan. Disney Shareholder Services reserves the right to resign as Plan Administrator at any time, in which case the Company would designate a new administrator. Purchases and sales of Disney common stock under the Plan are made by an independent broker-dealer acting as purchasing agent for Plan participants. To the extent required by applicable law in certain jurisdictions, shares offered under the Plan are offered through an independent broker-dealer. 3. How do I contact the Plan Administrator? Written Inquiries: Disney Shareholder Services P.O. Box 7773 Burbank, CA 91510-7773 Street Address: Disney Shareholder Services 611 North Brand Blvd. Suite 6100 Glendale, CA 91203 Telephone Inquiries: (1-818) 553-7200 Requests for Enrollment Packages for New Investors: (1-818) 553-7200 When communicating with the Administrator, you should have available your account number and taxpayer identification number. 5
The Walt Disney Company Investment Plan - page 6
4. What kind of reports will be sent to participants in the Plan? The Administrator will send you a cumulative account statement within 10 business days after each cash investment, dividend reinvestment, transfer or withdrawal. The Administrator will also send a statement promptly after each sale of shares under the Plan. You should retain these statements in order to establish the cost basis of shares purchased under the Plan for income tax and other purposes. In addition, each participant will receive all communications sent to all other shareholders, such as annual reports and proxy statements. Please note that if you are enrolling just for dividend reinvestment, you will not receive a confirmation notice of your enrollment. ELIGIBILITY AND ENROLLMENT 5. How does a Disney shareholder become eligible to participate in the Plan? If you are already a Disney shareholder with at least 10 shares of common stock registered directly in your name (that is, if you have one or more certificates for the shares), you may enroll in the Plan simply by completing and returning the appropriate enrollment form. If you currently have fewer than 10 shares of Disney common stock registered in your name, you may enroll by completing and returning the appropriate enrollment form and either making an initial investment of at least $1,000 or authorizing automatic monthly deductions of at least $100 from a qualified bank account. 6. I already own shares, but they are held by my bank or broker and registered in ‘‘street name.’’ How can I participate? If you currently own shares of Disney common stock that are held on your behalf by a bank or broker (that is, in ‘‘street name’’), you will need to arrange with the record holder of your shares to have at least 10 shares registered directly in your name in order to be eligible to participate. Once the shares are registered in your name, you can request the Administrator to send you an enrollment package. Participants may, if they wish, send their share certificates to the Administrator for safekeeping, but doing so is not mandatory. In order to sell certificated shares through the Plan, however, it is necessary that the certificates be deposited with the Administrator. See Questions 20 and 23 below. 6
The Walt Disney Company Investment Plan - page 7
7. I’m not currently a shareholder. Can I participate in the Plan? If you currently hold no shares of Disney common stock, you may enroll in the Plan by completing and returning an enrollment form for new investors and either making an initial investment of at least $1,000 or authorizing automatic monthly deductions of at least $100 from a qualified bank account. 8. Are there fees associated with enrollment? Yes. A one-time $10.00 enrollment fee is payable with respect to each enrollment. If you are not making an initial cash investment because you already hold at least 10 shares or because you have signed up for automatic monthly deductions of $100, you will need to include a $10 check or money order made payable to The Walt Disney Company Investment Plan with your enrollment form. If your enrollment form is accompanied by an initial cash investment, the enrollment fee will be deducted from your initial investment, together with a $5.00 investment fee. An investment fee will also be deducted from each subsequent investment, in the amount of $5.00 in the case of investments by check or money order, or $1.00 in the case of automatic deductions. See Question 28 below. 9. Are there any restrictions on participation in the Plan by shareholders residing outside the United States? Regulations in certain countries may limit or prohibit participation in services provided under this type of program. Therefore, persons residing outside the United States should first determine whether they are subject to any governmental regulations prohibiting or limiting their participation before requesting any of the services provided through the Plan. OPTIONAL CASH INVESTMENTS 10. What are the minimum and maximum amounts for optional cash investments? Additional investments may be made in amounts of at least $100, subject to a maximum of $250,000 during any calendar year, including your initial investment, if any. 11. How do I make an optional cash investment? You may send a check or money order payable in U.S. dollars to ‘‘Disney Investment Plan.’’ Cash and third-party checks are not allowed. Checks or money orders must be accompanied by the appropriate section of your account 7
The Walt Disney Company Investment Plan - page 8
statement and mailed to The Walt Disney Company Investment Plan, 500 S. Buena Vista Street, MC9722, Burbank CA 91521-9722. If you do not have the appropriate section of your account statement, you can mail your investment to the Administrator. See Question 3. Make sure you include the account number and/or the full registration on the account. 12. Can I have optional cash investments automatically deducted from my bank account? Yes. You can authorize monthly automatic deductions from an account at a financial institution that is a member of the National Automated Clearing House Association. The minimum amount for monthly deductions is $100. To initiate this service, you must send a completed ‘‘Automatic Deduction Service’’ form to the Administrator. To change any aspect of the instruction, you must send a revised ‘‘Automatic Deduction Service’’ form to the Administrator. To terminate the deductions, you must notify the Administrator in writing. Initial set-up, changes and terminations to the automatic deduction instructions will be made as soon as practicable. Once automatic deductions begin, funds will be deducted from your designated account on the 15th of each month, or the next business day if the 15th is not a business day, and invested five business days later. 13. Will I be charged fees for optional cash investments? Yes. For any investment made by check or money order, a fee of $5.00 will be deducted prior to investment. A fee of $1.00 per investment will be deducted prior to investment with respect to any investment made by automatic monthly deduction. See Question 28 below. 14. How are payments with ‘‘insufficient funds’’ handled? If the Administrator does not receive credit for a cash payment because of insufficient funds or incorrect draft information, the requested purchase will be deemed void, and the Administrator will immediately remove from your account any shares already purchased upon the prior credit of such funds. The Administrator may also place a hold on the Plan account until an ‘‘insufficient funds’’ fee of $20.00 is received from the participant, or may sell such shares to satisfy any uncollected amounts. If the net proceeds from the sale of such shares are insufficient to satisfy the balance of the uncollected amounts, the Administrator may sell additional shares from your account as necessary to satisfy the uncollected balance. 8
The Walt Disney Company Investment Plan - page 9
PURCHASE OF COMMON STOCK 15. What is the source of Disney common stock purchased through the Plan? At Disney’s discretion, share purchases will be made by the Plan’s purchasing agent either in the open market or directly from Disney. Share purchases in the open market may be made on any stock exchange where Disney common stock is traded or by negotiated transactions on such terms as the purchasing agent may reasonably determine. Neither Disney nor any participant will have any authority or power to direct the date, time or price at which shares may be purchased by the purchasing agent. 16. When will shares be purchased? Initial and optional investment purchases will be made within five business days from the date we receive your funds. No interest will be paid on amounts held by the Administrator pending investment. The Administrator may commingle each participant’s funds with those of other participants for the purpose of executing purchases. 17. What is the price of shares purchased under the Plan? Shares purchased in the open market on any investment date will be credited to a participant’s account at the weighted average price incurred to purchase all shares acquired on that date, including brokerage commissions of $.01 per share. Shares purchased from Disney will be purchased and credited to a participant’s account at the average of the high and low sales prices of Disney common stock as reported on the New York Stock Exchange Composite Tape on the date of purchase. No brokerage commissions will be payable with respect to shares acquired from Disney. DIVIDENDS 18. Must my dividends be reinvested automatically? Yes. Cash dividends on all shares of Disney common stock, including fractional shares, held in your account will be reinvested automatically in additional shares of Disney common stock. No fees will be charged in connection with dividend reinvestments, although the purchase price will include the brokerage commission of $.01 per share applicable to all purchases. 19. When will my dividends be reinvested and at what price? The reinvestment of your dividends will generally begin on the Monday following the dividend payment date and will normally extend over a two- to 9
The Walt Disney Company Investment Plan - page 10
five-day period. The price of shares purchased with the dividend will be the weighted average price, including brokerage commissions, of all shares purchased with reinvested dividends. SALE OF SHARES 20. How do I sell my Plan shares? You may sell any number of whole shares held in your account by completing the appropriate section of your account statement, or by preparing a written request and sending it to the Administrator. All registered shareholders must sign the request. The Administrator will forward your request to the Plan’s purchasing agent, and the purchasing agent will sell your shares, along with shares to be sold for other accounts, within five business days. Proceeds from the sale, less a sales fee of $10.00 and a brokerage commission of $.01 per share, will be sent by check to you within five business days following the sale. Please note that shares that you hold in certificate form must first be deposited into your Plan account before they can be sold. See Questions 22 and 23 below. Additionally, we are unable to wire transfer sale proceeds. All payments will be made by check and mailed to the participant. 21. Is there a minimum number of shares that I must maintain in my account to keep it active? Yes. You must maintain at least five whole shares of Disney common stock in your Plan account. If your account balance falls below five shares, the Administrator may terminate your participation in the Plan unless you achieve the minimum balance within three months after written notice from the Administrator. Upon termination, your participation in the Plan will cease. Your Plan account will be converted into a registered account, and a certificate will be sent to you for the number of whole shares held in the Plan account, together with a check for the value of any fractional share. If you are a new investor who has signed up for monthly deductions, your account will be exempt from this requirement until you accumulate five whole shares in your account. CUSTODIAL SERVICE 22. How does the custodial service (book-entry shares) work? All shares of Disney common stock that are purchased through the Plan will be held by the Administrator and reflected in book-entry form in the participant’s 10
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