Updated from 2:39 p.m.

PHILADELPHIA -- Disney's ( DIS) detractors say they won't rest until Chairman and CEO Michael Eisner leaves the House of Mouse.

"We're not going away until Mr. Eisner's gone," Stanley Gold told reporters Tuesday morning. "We don't believe he's capable of running this company anymore."

Speaking at a press conference in Philadelphia -- where Disney's annual meeting is set to take place Wednesday -- Gold and fellow former director Roy Disney continued their campaign to get shareholders to withhold their votes for Eisner and other directors at Wednesday's meeting.

As part of that campaign, the men sought to counter what they see as the entertainment conglomerate's attempts to dilute the impact of the anti-Eisner votes at Wednesday's meeting.

Contrary to the company's hoped-for interpretation, Gold said, the anti-Eisner vote should not be seen simply as a vote to split up the chairman and CEO posts so that they are held by separate people. Rather, he said, the tally should be seen as a vote on whether Eisner should be out completely.

While Eisner's camp has been indicating that it expects a 30% "withhold" vote for the chairman's re-election to the board Wednesday, Gold -- who did most of the talking at the press conference -- insisted that any vote in the 20% range "is sending a message that Eisner has to go."

Whatever Wednesday's results are, Gold made it clear that he and his business associate Roy Disney won't quit until Eisner is out. "We'll be here next week, next month, next year," Gold said.


As they have before, Gold and Disney laid the blame for Disney's multiyear decline squarely on Eisner. At the press conference, they accused him of such missteps as overpaying for assets such as the ABC Family Channel, of skimping on appropriate maintenance for the company's theme parks, and of creating a company environment in which the creative spirit was crushed.

Silence Isn't Golden
Disney (left) and Gold hold forth
TSC Photo: George Mannes.

As longtime board members of Disney until they departed last fall, Gold and Disney acknowledged Tuesday that the decline they lamented occurred while they were in a position of authority at the company -- and after they voted in favor of deals of which they are now critical.

But, said Gold, he had relied on management's projections and plans. "You have to trust management as a director," he said. Later, however, he said that in hindsight, "we did trust Eisner too far."

Gold also admitted to having a delayed reaction to Eisner's poor performance and the company's decline, which he and Disney at the press conference characterized several times as having begun around 1994. "It takes us some time," or until the late 1990s, to realize how the company had fallen off, he said.

Additionally, Gold said that he and Roy Disney had actively worked within the board, over the past two-and-a-half to three years, to fight for management change and Eisner's ouster. But Gold -- who told an anecdote about an unnamed fellow board member who encouraged him at a one-on-one meeting but was silent at relevant board meetings -- suggested he wasn't able to rally fellow board members.


Roy Disney (who owns at least 17 million Disney shares) and Gold (who, as of a year ago, held 11,528 shares) insisted they weren't interested in running Disney themselves. They said that the company should split up the chairman and CEO positions. They also refused to specify possible candidates for leading the company, though they scoffed at the idea that it would be difficult to find an effective replacement for Eisner.

"If Mr. Eisner were to leave the company, the line for this job would be around the block," Gold said. He and Disney, he said, have already identified five to 10 appropriate candidates.

On Tuesday, the only people lined up around the block were restive Disney shareholders and opponents of cable giant Comcast's ( CMCSA) bid to take over the media giant. By 3:20 hundreds of Eisner foes were queued up to attend the Disney-Gold shareholder presentation, which was scheduled to start at 4 p.m. EST.

The shareholder presentation followed a midday rally against the Comcast-Disney deal, whose market profile has declined sharply in recent weeks along with Comcast shares. But fans of broad-based media ownership were out in full throat anyway.

"Citizens are rising up against media monopoly," said Beth McConnell, director of the Pennsylvania Public Interest Research Group. Added Vince Maisano, vice president of the Communcations Workers of America union, "Comcast is not a good corporate citizen." He ventured that the Roberts family that controls Comcast would come to be known as the "Pirates of Philadelphia," in honor of the Disney World ride Pirates of the Caribbean.

The lobbying aside, Gold and Disney declined to discuss the appropriateness of a merger with Comcast. That unwelcome takeover offer, launched last month, appears to have been rejected by Disney's board without the benefit of the full details.

"I'm not in the business of negotiating the sale of the company," Gold said. "No, we have not talked to them," said Disney, referring to Comcast.

Disney and Gold's press conference was the beginning of a day of leadup events to Wednesday's meeting. On Tuesday afternoon, several advocacy groups fighting media consolidation were slated to hold a press conference to protest the possibility of a Comcast-Disney merger. Later in the day, Disney and Gold -- who spent the morning meeting with institutional shareholders in New York -- were slated to make another presentation to fellow shareholders. Outside their morning press conference, a group called the Christian Action Network was handing out material protesting gatherings of homosexuals at Walt Disney World.

On Monday afternoon, Disney issued another in a series of statements in its campaign to drum up support for management. "Disney management and the board believe Disney is a well-managed company with world-class governance," the statement read in part.

Disney rose a penny Tuesday, to $26.88.

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