- The Washington Times - Monday, December 1, 2003

LOS ANGELES - Stanley Gold, a key ally of former Walt Disney Co. Vice Chairman Roy E. Disney, resigned from the media conglomerate’s board yesterday, becoming the second vocal opponent of Chairman Michael Eisner to quit the board in two days.

Mr. Gold issued a long rebuke to Mr. Eisner and the board, seconding complaints made Sunday by Mr. Disney and further criticizing the board as being a rubber stamp for senior management.

Mr. Gold also repeated Mr. Disney’s call for Mr. Eisner to resign.

The two former board members said yesterday they will speak with large shareholders, financial analysts and the public for the first time to air the company’s problems.

“I think I have a better chance of persuading people on the outside to bring pressure on the board,” Mr. Gold said.

He accused the board of being too cozy with Mr. Eisner, Disney’s chief executive, despite the departure of several key Eisner allies over the past year and the addition of independent directors.

“At the end of the day, there was no hope of doing anything,” Mr. Gold said. “They are all solid in Michael’s pocket.”

Mr. Gold said it was too early to decide whether he and Mr. Disney would mount a formal challenge by seeking allies among large shareholders who could force a proxy fight.

“Our job is to talk to people and to educate them,” Mr. Gold said. “This company has huge potential. It has a wonderful history and a wonderful future. But it has lost its creativity. It has no leadership in Michael Eisner.”

Mr. Disney said his main concern was the value the company offered to customers as well as shareholders.

“Our aim is to try to get the company back in a position to be the leader it has been in the past,” Mr. Disney said in an interview.

The nephew of company co-founder Walt Disney said he has become increasingly dismayed by rides at Disney theme parks that don’t work, rising prices for Disney products and movies that carry objectionable content.

“It’s all about my name on it,” Mr. Disney said. “I’d like to see the product represent what I believe the name stands for.”

Mr. Disney, 73, stepped down from the board of directors on Sunday and resigned as chairman of Walt Disney Animation, calling on Mr. Eisner, 61, to resign.

“It is my sincere belief that it is you that should be leaving and not me,” he wrote to Mr. Eisner.

But the two resignations may have little immediate impact on the company, which has shown progress fueled by improvements at its movie studio, ABC television network and even at its theme parks, which are recovering gradually from a worldwide tourism slump.

“Unless they can really offer details that are truly private in nature, I don’t think whatever they will say will mean new information for most institutional investors,” said Paul Kim, senior media analyst at Tradition Asiel Securities.

Mr. Kim said Mr. Gold and Mr. Disney’s complaints may be valid in the long term, but that Mr. Eisner has had to focus more on boosting the company’s share price, which has meant cutting costs and not spending millions of dollars on new theme-park rides or TV programming.

“From Mr. Eisner’s standpoint, he had to listen to what investors wanted now, and I think he did,” Mr. Kim said.

Shares of Disney rose 8 cents to $23.17 yesterday on the New York Stock Exchange.

Mr. Gold’s resignation comes as Disney’s board begins two days of meetings in New York.

The board is scheduled to discuss the report of its governance and nominating committee, which recommended that Mr. Disney and two other directors not be renominated because they exceed the company’s mandatory retirement age of 72.

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