Eisner Tries to Shrug Off Criticism at Analyst Meeting

As Walt Disney Co. did its best to put on a happy face Thursday, Chairman Michael Eisner defended his stewardship and dismissed speculation that his days could be numbered.

Eisner refused to discuss the merits of Comcast Corp.’s unsolicited $51-billion bid to take over the entertainment giant. But he scoffed at critics’ efforts to portray him as an executive under siege, and he took issue with claims made by Comcast and others that the Burbank-based company is mismanaged and underperforming.

“I’m not in the slightest bit beleaguered or battered.... [That’s] ridiculous,” Eisner said in a brief interview Thursday night during a break from an analyst conference that Disney is hosting here.

Dressed casually in a gray blazer and Mickey Mouse tie, appearing confident and at ease, Eisner asserted: “I think people respect the company and respect me.... The board is very solidly behind the management of this company.”

Eisner indicated that Disney’s directors would carefully review the Comcast offer, which jolted Wall Street and the media world Wednesday. But he made clear that he believed Disney did not need to pair up with the Philadelphia-based cable systems operator -- or anyone else.

In fact, sources said, Disney on Thursday retained lawyer Martin Lipton of Wachtell, Lipton, Rosen & Katz, one of Wall Street’s best known takeover-defense specialists.

“Disney is a solid, growing, creative, family-oriented, quality company that has strong culture and a strong balance sheet and strong cash flows, and I feel pretty comfortable that we’re on the right track,” Eisner said.

One source close to the company’s board said that as of late Thursday, no meeting of directors had been scheduled nor had the board formed an independent committee to evaluate Comcast’s stock-swap proposal. One source close to the Disney board said that although the directors viewed Comcast as a credible suitor, the general feeling was that its bid -- worth $23.45 a share as of Thursday’s market close -- was too low to accept.

Eisner’s comments followed upbeat presentations to analysts and investors at the Contemporary Resort at Walt Disney World in Orlando. The event was scheduled months ago, in part to tout Disney’s strong quarterly financial results and improved earnings outlook for this year.

But it has been overshadowed by Comcast’s bold move -- and a sense, at least in some quarters, that Eisner’s reign at the top of Disney might be nearing an end after two decades.

Eisner has been fighting a campaign to oust him by former board members Roy E. Disney and Stanley P. Gold. The pair have accused him of, among other things, bungling key business relationships, including one with Pixar Animation Studios. Pixar recently announced that it was parting ways with Disney despite a partnership that has resulted in some of the most lucrative movies ever made.

The dissidents’ campaign gained momentum this week when a leading shareholder advisory group urged investors to vote against the reelection of Eisner and three other directors at next month’s annual meeting in Philadelphia. The Comcast offer appeared timed to take advantage of Eisner’s vulnerability.

On Thursday, Eisner appeared far more relaxed than the day before and even joked about the Comcast bid during a question-and-answer session.

“Acquisitions? Oh, we’re buying Comcast,” Eisner said at one point, drawing laughter from the audience.

Eisner also made light of Disney’s parting with Pixar and its chief, Steve Jobs, the co-founder of Apple Computer Inc.

“He created the computer, or at least Windows, or whatever he created, and did a good job,” Eisner said to more laughter. “You’d be killing me today if you read the deal we offered them.”

Chief Financial Officer Tom Staggs also drew chuckles when he called Wednesday a “pretty uneventful day.”

Most of the presentations, though, were devoted to a serious matter: trying to convince Wall Street that Disney has turned itself around. Executives touted the recovery of the company’s theme parks, the rebuilding of the ABC television network and the expansion of the Disney Channel.

The message appeared to resonate with many.

“There’s no sense of crisis here,” said analyst Hal Vogel of Vogel Capital Management. “They’re really doing quite well.”

Larry Haverty, managing director with State Street Research & Management Co., a Disney investor, agreed. “This is not a broken company.”

Eisner garnered some particularly strong support Thursday from Disney’s presiding director, George Mitchell. In an impassioned address, the former U.S. senator said that Eisner deserved credit for backing reforms that have made the board more independent.

For his part, Eisner praised his executive team for putting on an impressive display here. Taking on critics who say his management style has led to a high rate of turnover among his lieutenants, he said: “What was displayed today was unbelievable bench strength.... I think that’s flattering to me because I hired them.”

Verrier reported from Orlando and Bates from Los Angeles.