Updated from 2:39 p.m.



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detractors say they won't rest untilChairman and CEO Michael Eisner leaves the House of Mouse.

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

Speaking at a press conference in Philadelphia -- where Disney'sannual meeting is set to take place Wednesday -- Gold and fellowformer director Roy Disney continued their campaign to getshareholders to withhold their votes for Eisner and other directorsat Wednesday's meeting.

As part of that campaign, the men sought to counter what they seeas the entertainment conglomerate's attempts to dilute the impact ofthe 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 upthe 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 Eisnershould 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 boardWednesday, Gold -- who did most of the talking at the press conference-- insisted that any vote in the 20% range "is sending a message thatEisner has to go."

Whatever Wednesday's results are, Gold made it clear that he andhis 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'smultiyear decline squarely on Eisner. At the press conference, theyaccused him of such missteps as overpaying for assets such as the ABCFamily Channel, of skimping on appropriate maintenance for thecompany's theme parks, and of creating a company environment in whichthe 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 lastfall, Gold and Disney acknowledged Tuesday that the decline theylamented occurred while they were in a position of authority at thecompany -- and after they voted in favor of deals of which they arenow critical.

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

Eisner toofar."

Gold also admitted to having a delayed reaction to Eisner's poorperformance and the company's decline, which he and Disney at thepress conference characterized several times as having begun around1994. "It takes us some time," or until the late 1990s, to realizehow the company had fallen off, he said.

Additionally, Gold said that he and Roy Disney had activelyworked within the board, over the past two-and-a-half to three years, tofight for management change and Eisner's ouster. But Gold -- who toldan anecdote about an unnamed fellow board member who encouraged himat 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'tinterested in running Disney themselves. They said that the companyshould split up the chairman and CEO positions. They also refused tospecify possible candidates for leading the company, though theyscoffed at the idea that it would be difficult to find an effectivereplacement for Eisner.

"If Mr. Eisner were to leave the company, the line for this jobwould be around the block," Gold said. He and Disney, he said, havealready 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


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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, referringto Comcast.

Disney and Gold's press conference was the beginning of a day ofleadup events to Wednesday's meeting. On Tuesday afternoon, severaladvocacy groups fighting media consolidation were slated to hold apress conference to protest the possibility of a Comcast-Disneymerger. Later in the day, Disney and Gold -- who spent the morningmeeting with institutional shareholders in New York -- were slated tomake another presentation to fellow shareholders. Outside theirmorning press conference, a group called the Christian Action Networkwas handing out material protesting gatherings of homosexuals at WaltDisney World.

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

Disney rose a penny Tuesday, to $26.88.