UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported):
December 17, 2008

 

 

The Walt Disney Company

(Exact name of registrant as specified in its charter)

 

 

500 South Buena Vista Street

Burbank, California 91521

(Address of principal executive offices) (Zip Code)

 

Registrant’s telephone number, including area code: (818) 560-1000

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

Item 8.01.              Other Events.

 

On December 17, 2008, The Walt Disney Company (the “Company”) entered into a Terms Agreement with Citigroup Global Markets Inc., Deutsche Bank Securities Inc., and J.P. Morgan Securities Inc. with respect to the offer and sale of $1,000,000,000 aggregate principal amount of its 4.50% Global Notes due 2013 (the “Notes”).  The Notes were offered to the public at 99.026% of par and proceeds to the Company net of underwriting discount of 0.35%, before expenses, was 98.676% of par.  The Notes were registered under the Securities Act of 1933, as amended, pursuant to the shelf registration statement on Form S-3 (File No. 333-148043) of the Company.  The Notes are being issued pursuant to a Senior Debt Securities Indenture, dated as of September 24, 2001, between the Company and Wells Fargo Bank, National Association, as trustee.

 

Item 9.01.              Financial Statements and Exhibits.

 

(d) Exhibits.

 

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

 

Dated:  December 18, 2008

 

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EXHIBIT INDEX

 

 

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