The Uncle’s Apprentice

You see his famous uncle in the oval face, the long, sloping nose, the protruding ears and the charcoal mustache specked with gray. His folksy speech, which you’ll swear is more Kansas City than Los Angeles, sweeps you back to Sunday nights when his uncle, dressed neatly in gray suits, would sit on the edge of his desk in his third-floor Burbank office, introducing programs like “The Silver Fox and Sam Davenport” to families across America huddled around new color TV sets. Save for the khaki slacks, the New Balance sneakers, the Hawaiian shirts and cardigan sweaters he seems to wear everywhere, Roy Edward Disney, at a month shy of 70, is the very picture of his Uncle Walt. * Imagine that, to be the nephew of Walt Disney. He inherits not only the family looks but enough shares in the Walt Disney Co. to have built a fortune of about $1 billion, to own a private jet, a 74-foot championship racing sloop and a castle in Ireland. Talk about a life in the Magic Kingdom. Yet he also carries a burden, maybe a pair of them. First, he is decidedly not Walt Disney, and the constant comparisons are rarely kind. Second, he is entrusted with tending the flame. He may not be the legendary genius who lit it, but woe to him if he lets it go out. * For his first 54 years, the burdens weigh heavily. He shies from the challenge. The flame flickers, dims. Then one day he rises up. * Five days from today, Disney will cap a 15-year odyssey to fully restore the legacy of Walt and Walt’s brother, his father--a company that this hand-me-down Disney rescued from incompetent management and greedy corporate raiders in 1984. On Friday, in New York’s Carnegie Hall with an orchestra conducted by James Levine, Disney will unveil “Fantasia/2000,” a Walt Disney Co. project he personally supervised for nearly a decade. He relishes the idea of a new “Fantasia” because he loved the original, Walt’s landmark 1940 film that blended animation with classical music.

But it’s more than that. To Disney, “Fantasia/2000” also symbolizes renewal. Walt himself wanted the original to evolve continually into new forms, even if he himself never produced another version.

*

Roy Disney seems at peace today. Not long ago, he quit chain smoking unfiltered Lucky Strikes. Shy by nature, he finally began to relax during the public appearances and speeches that come with being a Disney. “He’s not a flashy person,” says Tim, his youngest son. “He prefers to be left alone. There was a moment in time when he became a celebrity, as opposed to just someone with a famous last name. He doesn’t like it, but he wears it better now.”

He’s comfortable enough in public that on New Year’s Day, he will ride as the Grand Marshal in Pasadena’s Tournament of Roses Parade, his first Rose Parade in 62 years. Last time, he sat atop a used Buick in a car lot on Colorado Boulevard and watched the “Snow White” float roll by. He’s also comfortable enough to give interviews about the new “Fantasia.” Yet he is wary about the introspection required for a profile of his life and career. He has resisted this one for more than 10 years, and has consented to only a handful over the last two decades. “He isn’t impressed with himself, or with what he has done,” explains veteran entertainment journalist Bob Thomas, author of separate biographies of Walt and brother Roy Oliver Disney. “He is essentially a very shy person. He was an only child, so the family doted on him. He also was always in the shadow of his uncle.”

Disney is so shy that he often communicates on paper rather than in person. When he asked his wife Patty to marry him nearly 45 years ago, he sent the proposal in a five-page letter. If she accepted, he asked, please call him in Utah, where he was shooting a nature movie. She tried but couldn’t track him down. “So she sent me a telegram that said, ‘Hell, yes,”’ Disney recalls. When Tim asked his father’s thoughts on an independent movie Tim recently produced, he received a detailed list. “It was five or six pages,” Tim says. “I had asked him what he thought. . . . but I was actually a little surprised to get this big thing.”

Given Disney’s affinity for “Fantasia,” it is fitting that one of his offices, in the Walt Disney Co.’s animation building, sits at the base of a two-story, cone-shaped sorcerer’s hat modeled after the one Mickey Mouse wears in “The Sorcerer’s Apprentice,” the cornerstone segment of the original “Fantasia.” Another office is Walt’s former one on the Disney lot in Burbank. A third is a five-minute drive away, in Disney’s office building that houses Shamrock Holdings, the family investment vehicle. Art on display at Shamrock reflects Disney’s two main passions--animation and sailing. Works from such classics as “Pinocchio,” “Cinderella” and “Snow White” adorn one wall while photos of boats fill another. Last July, Disney and the 12-member crew of his “Pyewacket” sloop (named for the witch’s cat in the 1958 film “Bell, Book and Candle”) shattered records in the biannual 2,225-mile Transpacific Yacht Race from Los Angeles to Honolulu.

The appeal of sailing is summed up by Gregg Hedrick, Disney’s full-time boat captain. Hedrick says Disney “likes nothing more than to hang out with his sailing friends,” among them a chiropractor, a furniture company representative, a lawyer and Disney’s eldest son, Roy P. Disney. To Walt Disney Studios Chairman Joe Roth, the intensely competitive sailor in Disney reveals something about the low-key man: “He’s a fantastic sailor, so you know that under that calm exterior is a very ambitious, competitive guy.”

His tougher side emerged in the front-page controversy surrounding former Disney Studios Chief Jeffrey Katzenberg. It’s one of the few subjects Disney will not discuss. Last summer, the studio settled a $250-million breach- of-contract suit with the former chief, now a principal in DreamWorks SKG. Disney, vice chairman of the company and a board member, felt Katzenberg took too much credit for the studio’s animation success and spent too much time working the press. He strongly opposed Katzenberg’s push to become president, under Walt Disney Co. Chairman Michael Eisner, following the death in 1994 of Frank G. Wells. Katzenberg ended up leaving the company, then sued for money he claimed he was owed. Katzenberg later would say he’d poured his heart into the company and therefore didn’t understand the friction with Roy Disney. But during the trial that preceded settlement of the suit, a Disney lawyer argued that Katzenberg “did not treat Roy Disney with enough respect.”

Respect has been an issue haunting Disney from the beginning. As a school kid, he was teased mercilessly by classmates, who asked if he’d been the model for Mickey Mouse or Goofy. After graduating from Pomona College with an English degree in 1951, he shunned working for the family studio, getting a job editing early black-and-white “Dragnet” shows for Jack Webb. He was laid off, however, and joined the Disney studio in 1954, and soon was resented by some executives. “You’ve probably heard about ‘the idiot nephew,’ ” he tells an interviewer, recalling a nickname applied to him for years.

He did make a slew of nature films and TV shows for the company, such as “Pancho, Dog of the Plains,” “The Owl That Didn’t Give A Hoot” and an Oscar-nominated short subject, “Mysteries of the Deep.” Not that he always set the best example. Stormy Palmer, an 81-year-old retired film editor, recalls one day when he and Disney were bouncing a rubber ball off a wall during a break and the ball got stuck. Disney’s father, then president of the company was hosting an important guest, and as the two looked on from dad’s office, his son climbed a roof to fetch the ball. “Yes, my son works here,” the elder Disney said. “He’s the one on top of the camera building retrieving that ball.”

Disney remembers two Uncle Walts, only one of them consistent with the public image. That was the warm man who visited the boy as he suffered chicken pox, acting out a story later made into a movie about a wooden puppet named “Pinocchio.” “He scared me to death with the stuff about the whale and everything else,” Disney recalls. “I remember it very, very sharply and very clearly. But when the movie came out, it was a big letdown for me. It was nowhere near as good as Walt’s version.”

The other Walt was an extraordinarily competitive man who had a temper and could be a taskmaster. Relations between Walt and his brother often were strained. While Walt manufactured fantasy, his brother ran the financial side and tried to rein Walt in when he went too far. Young Roy Disney would listen as his father pulled into the driveway at night. Had it been a good or a bad day with Walt? If the car door slammed, he recalls, “you knew it was time to go do your homework.”

His father remembered that as boys, he and Walt slept in the same bed in the attic and Walt sometimes wet the bed. “He peed all over me then, and he’s still doing it today,” the father once said. An especially serious breach occurred when Walt formed a company that owned the merchandise rights to his name, which he licensed back to the corporation. His brother feared resentment from stockholders, and for a time the two didn’t speak, communicating only through memos. Then Walt wrote a heartfelt letter suggesting they make up, and closed it saying he loved his brother. He also offered a present: a peace pipe, which Roy Disney displays in one of his offices.

To this day, one of Roy Disney’s frustrations is the lack of recognition of his father, a man who, like himself, did not crave attention and chose to remain in the background. “In his heart of hearts, he would have loved to have had more credit, but he didn’t want to take away from his little brother,” Disney says. “He recognized very clearly that the name Walt Disney was gold, so why mess around with it?”

As Disney grew, his father tried to shield him at the company, fearing the way he’d be treated by Walt. Only after Walt’s death did the father push to get his son a seat on the board of directors. “He really worried about it more than it merited,” Disney recalls. “Walt could be tough on me, but God knows he was tough on everybody. I got along with him well. If he liked what I did, that was great. If he didn’t like what I did, it was tough. That wasn’t just with me, that was with anybody.”

He remembers screening an episode he had made of “Walt Disney’s Wonderful World of Color,” the TV show Walt hosted each Sunday night. The show contained a song young Roy liked, but as Walt watched, he tapped his fingers nervously on the armrest of his chair, a notorious sign that he wasn’t pleased. “When it was over,” Disney recalls, “he said, ‘I really don’t like that song at all, Roy.’ He then took what I had done and ripped it all apart. But in the end it came out as one of his favorite shows.”

Aside from business, all indications were that Walt was fond of his nephew. Roy’s engagement to Patty was announced the day before the opening of Disneyland in 1955, an extraordinarily anxious time for Walt. Yet he made a point the next day of going out of his way to greet the couple at the front gate of the theme park, saying how happy he was for them.

Walt died of lung cancer in December 1966, forcing his brother, who had planned to retire, to oversee Walt’s dream of building Disney World in Orlando. He opened the park in October 1971. Two months later, he collapsed from a stroke.

A few days earlier, 14-year-old Roy Patrick Disney, Roy and Patti’s oldest boy, had been playing secretly on the roof of the family home and tumbled off. The accident left him in a coma fighting for his life.

To this day, Disney remembers his father in hospital room 421 and his son in room 321, directly below. Only the boy recovered.

The death of Disney’s father triggered new challenges, such as ensuring survival of the fledging California Institute of the Arts in Valencia, another dream Walt had left for his brother to fulfill. Disney took care of it, but meanwhile the company was changing. Disney found himself shoved aside by new executives. In 1977, he left the company with little hope of returning, although he remained on the board as a figurehead. By then, the company had gone for years without a high-quality hit animation movie and had cut its animation staff to the bone. Its stock was dwindling. More importantly, Disney says, there was a dearth of creativity in its movie, TV, theme park and merchandise businesses.

Disney needed to take action but didn’t know how. Then fate intervened. The law firm he’d been using assigned him a new lawyer, Stanley Gold, a young man as boisterous and scrappy as Disney was reserved and nonconfrontational. Gold worked for Disney for six months and, he now confesses, wasn’t especially diligent in following up on things then. Disney sent him a handwritten letter asking why he wasn’t paying more attention to matters, why he was taking so long to return calls.

Gold was taken aback. “It was very un-Roy like. I don’t want to say it was a harsh letter, but it was a firm letter. I kept that letter in my desk for 20 years. It reminded me that he was still the boss.” Gold soon went to work for Disney full time and quickly concluded that the family was far too dependent on the Walt Disney Co. financially and personally. Not only was Roy Disney’s net worth tied up in the company, but he and his family relied on it for such things as travel arrangements and accounting services. “Their lives were run by the staff of the studio,” Gold says. “He was in his late 30s or early 40s and had to break away from it. He knew it, but he was not sure quite how to do it. I was just the guy who executed the plan.”

For starters, a company had to be formed--Shamrock, named after the boat Disney raced at the time. Through Gold, Disney diversified and built the family holdings, starting by acquiring a chain of radio stations. The company later made some hugely profitable moves and some not-so-profitable ones. For a time, Shamrock became one of the nation’s top takeover firms.

All the while, Disney grew angrier at the management of the Walt Disney Co. He felt it had given up on creating family entertainment. During Christmas of 1983, Gold showed Disney some alarming figures. The company’s performance had fallen sharply and the value of the family’s holdings was shrinking fast. “I basically said to him: ‘We have to make a decision. We need to either get your money out of the company, or try to get new management in at Disney.”’ The latter would be complicated, especially because Disney was headed by Walt’s son-in-law, Ron Miller. But it was the course Roy Disney favored.

His first move was to resign as a director, a move he knew would speak loudly on Wall Street, for even though Disney had no power, he remained a major shareholder, and his departure signaled that all wasn’t well in the Magic Kingdom. The sharks smelled blood, and corporate raiders circled. Finally, Gold and Disney orchestrated a big investment from the wealthy Bass family of Texas, forming an alliance of shareholders with the power to pull off one of the most stunning coups in U.S. corporate history. The old management was out. In its place came a new team: Eisner, Wells and Katzenberg.

As Eisner took over, he asked what Disney wanted to do at the company. Disney answered: oversee animation. “Roy said, ‘You guys know nothing about this business, so give it to me and don’t worry about it,” recalls Walt Disney Studios President Peter Schneider, a former animation chief at Disney. “They didn’t have much choice. Roy had bought them the company.”

Within a few years, Disney’s animation team would be on a roll, churning out a remarkable string of films ranking among the most profitable ever made in Hollywood, including “The Little Mermaid,” “Beauty and the Beast,” “Aladdin” and “The Lion King.” Not only did they do well at the box office but they also sold billions of dollars in videocassettes, compact discs and other merchandise.

Roy Disney’s direct role in all of that is difficult to define. He’s more godfather than day-to-day supervisor. He provides a guiding hand and makes suggestions. Animation chief Tom Schumacher says Disney stays focused on projects regardless of where he is in the world, often communicating in lengthy, frequently pointed memos. “There’s no mystery about how Roy feels about anything.”

Although people who know him say he never raises his voice, Disney isn’t shy about making sharp comments--even about films that made plenty of money. He was against making “The Hunchback of Notre Dame” and still doesn’t think the subject matter was right for an animated movie. And the hugely successful “The Lion King”? Disney says the studio should have cut out a Nazi-like march of some hyenas, and he didn’t like scenes set to Elton John’s Oscar-winning song “Can You Feel the Love Tonight.”

His willingness to criticize the company, even its successes, begs the question: How much of an earful does he give Eisner, especially now with the Walt Disney Co.’s profits and stock price soft? To hear Disney tell it, not much. “You have to be as helpful as you know how to be. We have to speak with one voice,” he says. Eisner says Disney has never given him “anything but positive feedback. I’ve never had criticism from him. I’ve never had him second guess me, never had him complain about earnings and never had him say, ‘You’re doing the wrong things.’ ”

Looking back over 15 years, Schneider says “the single most important thing” in the history of animation at the company was Disney’s persuasion in 1984 of then-president Wells to spend a mere $10 million on computer equipment to restore the animation quality lost through previous cuts. Not only did it restore colors and blushes, it also led to innovations in movement and forged the kind of style that distinguishes such films as “Beauty and the Beast,” “The Lion King” and “Aladdin.” Which is why, Schneider says, Roy got his way when he wanted to make a new “Fantasia.”

Disney laid out his dream for a “Fantasia/2000” in 1991. As Schneider recalls, “Roy said, ‘I want to do this,’ and once again, the company said OK with no clue what the vision was other than let’s go forward and do this.”

“This is his baby,” says studios chairman Roth. Even so, the decision to go forward with the project is a bit of a puzzle. The original “Fantasia” was one of the few stumbles by a man whose animators turned out “Snow White and the Seven Dwarfs,” “Dumbo,” “101 Dalmatians” and other hits. It was a financial failure for years because few theaters could afford the then-sophisticated sound systems it demanded. Just 14 theaters showed it initially. Classical music buffs were aghast that the music would be trivialized with “cartoons.”

Somewhat surrealistic in style, the film was rediscovered by a new generation in the psychedelic 1960s when, as Disney puts it, “the big thing was to sit in the front row and smoke a joint.” The film, which didn’t break even until the mid-1950s, began to make substantial money only after its release on videocassette eight years ago.

His uncle’s bold risk always fascinated Disney, even though to this day he still finds parts of the original boring. He was just 10 when it was released, hardly an expert in classical music, yet he swears he saw it at least a half-dozen times that year alone and says it is his favorite Disney animated film. “I loved it for reasons that are still a little unclear to me. I suppose I loved it because it was such a wonderful grab bag of ideas. If you got bored with one, the next one was coming soon.”

He traces the idea to remake the film to an evening nearly 60 years ago. His father told him that Walt wanted to a create a new segment for the already completed “Fantasia,” featuring the music from Rimsky-Korsakov’s “Flight of the Bumblebee.” The kicker: Speakers would be placed all around the audience so it would sound as if a bee actually were hovering nearby. That piece was never made, but it stuck in Disney’s mind that his uncle wanted “Fantasia” to be a perpetual work in progress.

So now, six decades later, Disney is taking a similar risk. The new “Fantasia” cost around $85 million and for the first months will be available only in the big-screen IMAX format. It also comes at a time when animation success seems to depend on action, gags and Broadway-style music or on massive toy, fast food and cartoon tie-ins, as with the current hit “Pokemon.” This film has none of those. The new 75-minute version, considerably shorter than Walt’s, has segments set to George Gershwin’s “Rhapsody in Blue” and Ottorino Respighi’s “Pines of Rome.” It also features one segment from the original, “The Sorcerer’s Apprentice.”

Directors worked on “Fantasia/2000” between other Disney animated films. The costs were low compared to other animated films of today--”Tarzan” cost about $150 million--because the work started before other Hollywood studios entering the genre bid up the salaries of animators. There also was no huge expense for overtime to meet a deadline imposed, say, so that McDonald’s could tie kids’ meals in with the movie release.

Financing was arranged in 1991. At the time, Eisner wanted to release the original “Fantasia” on videocassette. Disney opposed it, not wanting to mass merchandise a film he considered so special. “So I made a deal with him,” Eisner says. “We would reinvest profits, if there were any, in the new ‘Fantasia.’ ”

The project went forward but not without glitches. At one point, Eisner, after attending his son’s high school graduation, suggested that Disney include Edward Elgar’s familiar “Pomp and Circumstance March No. 1” featuring a classic Disney character. The result was a segment featuring a coronation ceremony for the children of Cinderella, Sleeping Beauty and the like, with Donald Duck providing comic relief. It was so bad that, as Eisner puts it, “there was a revolution inside the animation department.” Now the film shows animals marching onto Noah’s Ark to Elgar’s theme.

When the orchestra plays that theme at Carnegie Hall on Friday, Disney will see a chapter of his uncle’s legacy closed, and perhaps one of his own open. “He’s been in the Walt Disney Co. for 69 years, which is his age,” Eisner says. “His name is above the door. And he has a historical perspective and appreciation of the culture of the company that is unmatched.” Beyond that, he may have personally produced a film to fulfill his uncle’s vision. In Schneider’s words: “Over 10 years, Roy single-handedly dragged this. . . .to the point where, when you see it in IMAX, it is one of the most stunning pieces of theatrical expression you’ve seen.”