Disney’s Board Fires Back at Foes

Walt Disney Co.’s directors are firing back at Roy E. Disney and Stanley P. Gold, accusing their former colleagues of conducting a “misleading and distorted campaign” against the Burbank-based entertainment giant.

“You should be disturbed by this attack, which comes at a time when your company is achieving very positive results,” the board of directors wrote in an open letter to shareholders.

The letter, disclosed Monday in a regulatory filing, is the board’s strongest defense yet of Disney Chairman Michael Eisner. It comes amid intense campaigning on both sides to woo investors in advance of the annual shareholders’ meeting March 3 in Philadelphia.

Roy Disney and Gold quit the board late last year and have since mounted an aggressive effort to unseat Eisner. They have urged shareholders to vote against Eisner and three other directors up for reelection, citing the company’s poor performance in the last decade.

The company’s counteroffensive culminates this week with a three-day investor conference in Orlando, Fla., that kicks off Wednesday with the release of what are expected to be strong results for Disney’s fiscal 2004 first quarter.

The board’s letter cites a 43% rise in Disney’s stock price in 2003 and successes at the Disney studio, ESPN network and the Disney Channel, as well as improvements in the theme park business. Roy Disney and Gold “totally ignore the impressive performance record of Michael Eisner,” the letter states.

Gold and Roy Disney responded by saying “it appears that the board continues to resist independent, thoughtful consideration of opinions raised in opposition to Michael Eisner.”