ME "knew" about Comcasts bid before the event.

quote:
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Originally posted by Razor Roman
Why should the board entertain any take over offers?

Perhaps it is the position of the board that due to the unique nature of the Disney brand and business, that it is best if Disney is run by Disney and only Disney.
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That is all fine but here is what Eisner said to Larry King


EISNER: He called. I told him I thought that the board felt we were on the right strategic course. I didn't get much else other than that out. And we got a -- we got an offer. And the board looked at the offer, had outside, obviously, advisers, did their complete fiduciary duty, and determined it was -- it was highly underwhelming.

(LAUGHTER)

EISNER: George Mitchell, former senator, was a guest on this show last week the night of the elections. He's on your board. He said, though, they would listen to higher prices.

EISNER: Well, the board said three things. The board said the offer was not sufficient. Two, We're always open to listen to anything that enhances shareholder value, and we'll study it. And three, We are completely confident in the course that we are on, and we support the management of the company. So those are the three things that the board said in their press release -- said better, more articulately, but those are the three things.

KING: But if you get an offer, let's say Comcast or anyone that's a good company, that's terrific. Don't you have to, even as chairman and CEO, even if it might mean that you will no longer be chairman and CEO, have to say, This is a great offer?

EISNER: If we get an offer that is in the interest of the shareholders, of which I am a fairly large shareholder, we will not only consider it, and if it's really spectacular, we will accept it. It has to be pretty spectacular to get the great assets of the Walt Disney Company. We're not giving away ESPN and the Disney channel and the Disney parks and the Disney studios, and I can go on and on and on.
____________________________________________________


Kinda Flies in the face of what you think the board is doing and makes me wonder what is driving Eisner's boat
 
WDsearcher -- Your father, as THE owner of his own company, has a right to refuse any offer because he wants to.

Officers of a public company have a legal obligation to consider all offers. Only then they have the right to refuse. If it was proved any offer was turned down on a whim, they are in legal trouble.

I hope that answers your question to "what's wrong with not listening to any offer?"
 
They are being criticized for taking fast, preventative action. They would also have been criticized for stalling. THAT is a Catch-22 situation...they would have been criticized NO MATTER what course of action they would have taken
Chuck have you read Catch 22? It refers to a situation where it is impossible to take action. i.e.in the book the only way to get a discharge ( from the military) is to be declared insane ( other than receiving a physical injury sufficient to disable you), but you have to ASK to be declared insane. As it was deemed that if you asked to be deemed insane ( in order to be discharged) you were obviously sane enough to realise the danger and therefore it would not be passed. It does not refer to a situation where you are critised for any response you make to options available to you. Even that's assuming one agrees with your assertion that Eisner would have been critisised for any action. I do not agree with your assertion, as Manning points out their is a legal obligation to give any offer due consideration. An offer that shows shareholders a premium of 9-10% over the current share price should receive more attention than it did.

Eisner's curt response caused Comcast to announce their hostile takeover which in turn forced the board ( Eisner) to bring forward their quarterly profit announcement, hardly the action of an all-seeing, in control businessman. Had Eisner handled the matter in a more professional manner he would not have been forced to make important company announcements ahead of schedule. His ego forced him into a situation where he was " kneejerk" reacting to events as opposed to leading them under circumstances that were in the best interest of the company.

Razor said
Perhaps it is the position of the board that due to the unique nature of the Disney brand and business, that it is best if Disney is run by Disney and only Disney.
The boards position is whatever Eisner tells it to assume (mostly bent over holding their ankles it seems). You seem to have the situation a little confused, to paraphrase you I would say it's more a situation of "perhaps it is the position of Eisner that due to the unique nature of ( Eisner's earning potential at) Disney that it is best ( for Eisner) if Disney is run by Eisner and only Eisner".

IMHO you're living in the past. Disney ( the company) ceased being run by Disney (either in name, direction or in Walt's intent) a long time ago. The biggest problem, at the moment, is that Eisner thinks he IS the Disney company. He is unable to separate what is best for the company ( and it's shareholders) from what is best for himself (and his ego).
 
Vernon, "Catch-22" in American colloquial terminology basically means "D***** if you do. D***** if you don't."

And I stand by my assertion that no matter what action would have been taken by Eisner and the board, folks are in an Anti-Eisner feeding frenzy and he would have been criticized.

Again, the board DID consider the rumored offer prior to Eisner receiving the phone call, it was not blindsided, the offer is what they expected. No one here KNOWS exactly what that phone call consisted of, all the article is based on is an "anonymous" source close to Comcast, which certainly can't be considered unbiased, can it?
 

No one here KNOWS exactly what that phone call consisted of, all the article is based on is an "anonymous" source close to Comcast, which certainly can't be considered unbiased, can it?
The link contains the quote from Eisner himself saying he read the pre prepared response. Here is the quote that is allegedly from Eisner himself
"There had been some direct, vague conversations that led us to believe that this phone call could happen," Eisner said during a conference call with investors. "I happened to be sitting at my desk when Mr. Roberts called." The Disney chief explained that he punched up the prepared response on his computer screen -- and delivered it to Roberts "word for word."
As far as "Catch 22" goes, the fact that what "Catch 22" actually means is often misunderstood doesn't excuse that if one uses a quote from a book, it's not a bad idea to actually understand what it means. I hope that now you are aware of it's real meaning you'll try and stick closer to it's leterary intent. By the way IMHO it's one of modern American literatures better offerings, and it's not too long. If you get the chance it's worth a read.
 
Vernon, most people seem to be complaining about the "30 Seconds", this statement is from the anonymous source.

The fact that Eisner read a pre-written statement does NOT mean that Comcast didn't describe the terms of their offer in the conversation PRIOR to Eisner reading the statement, nor that the offer contained anything NOT previously expected when the pre-written refusal was drafted. Simply that Eisner, and the board, were previously AWARE of the terms of the offer and had a response ready. It also does NOT mean the call lasted literally 30 seconds. It certainly could have been a short conversation compared to normally unexpected buy-out offers...but this was NOT an unexpected offer.
 
Whether "the call" lasted 30 seconds or 30 minutes is not really the issue ( although I would place my money that it was nearer the former than the latter), the point is that even by Eisner's own admission his response is no more than a "sit on this and swivel" coupled with a "flipping the bird" signal. Comcasts offer (hostile) I'm certain offered no worse a deal than what would or could have been extracted from a "friendly" move. Eisner could have easily responded in a fashion that would have been "correct" both in a polite business sense to Comcast's offer and more importantly in his personal and the boards' general fiducary duty to the shareholders. He chose not to, he ( and you it seems) think that a company the size of Disney should behave in no more a professional and "streetwise" sense than a "mom and dads backyard coffee and cake" operation. As already described there is a tried and trusted standard response to this situation that would not have reflected badly on the board or the company which would have allowed the important (and quite decent) quarterly figures to have been announced unfettered.

IMHO Eisner's ego had an effect on the way he dealt with the situation, he handled it poorly and along with many professional organisations I believe it brings into question his ability to continue to run Disney in a manner that is in the best interest of the shareholders.

I don't have full access to how the business aspect is being run, so I can only go on what information is coming into the "marketplace" but IMHO eisner's not coming out well, the things I can draw a personal conclusion from is how much the parks have gone downhill in the last few years, what a complete let down California Adventure was and the general malaise that seems to be endemic in Disney staff. Eisner has a direct responsibility in all those problems and he appears not to care that the company is in a pretty nasty downwards spiral. It took Disney decades to build up it's reputation for service and artistic excellence without a major change in management those problems are not going to be rectified. As previously posted you may or may not trust Comcast to do a better job, but on recent performance Eisner is not coming up to the mark and IMHO nothing short of his removal is going to rectify the current problems.

Perhaps in an ideal world Steve Burke would get the job to run an independant Disney, maybe that's a possibility, but IMHO I think Burke has a better understanding of the Disney "family" business, he seems to have a grasp that Disney is primarily an artistic production company (be that is films or theme park adventures) and he seems to be an "inclusive" man manager, something that Eisner seems unable to comprehend. Personally I'd prefer Steve Burke under the umbrella of Comcast than Eisner on his own, but I would agree there are better conclusions than either.

Disney worked best when the artistic and financial side were in some sort of balance (under Walt and Roy senior) , following that the company balance moved towards too much artistic and it nearly destroyed the company. Eisner came in and did a very good job of returning some balance to the company, but he has now taken the company too far the other way and it is being stifled artistically. Eisner is too powerful, it is hurting the company, it is hurting the shareholders, it is hurting the people that watch Disney films and it is hurting the people that frequent the parks.

Time for the company to move on , IMHO.
 
Originally posted by vernon
Comcasts offer (hostile) I'm certain offered no worse a deal than what would or could have been extracted from a "friendly" move.

I don't have full access to how the business aspect is being run, so I can only go on what information is coming into the "marketplace" but IMHO eisner's not coming out well, the things I can draw a personal conclusion from is how much the parks have gone downhill in the last few years, what a complete let down California Adventure was and the general malaise that seems to be endemic in Disney staff. Eisner has a direct responsibility in all those problems and he appears not to care that the company is in a pretty nasty downwards spiral.

Vernon,

First of all the first part of your quote regarding the hostile deal offer is more than likely wishful thinking on your part. There is no way that you could know what a "friendly" offer may have brought forth. The whole idea of a "hostile" takeover is to get the company without spending a huge amount of your own resources to do so, somewhat of a pillaging type of effect.

Second, just what are you referring to how the parks have gone "downhill"? It seems to me that quite a bit has been added to the parks in the last 5 years from what I can see. Yes, I will agree that CA probably could have been done a bit better, but you also have to remember that real estate landlock had a bit of something to do with it.

As far as staff malaise is concerned, I really haven't experienced that much of it, but unfortunately this is an attitude that is permeating society as a whole, not just Disney. Does this excuse it? Probably not, but I don't think ME is totally responsible for it. The on-site management has to take part of the blame as well. Yes, I know you're going to respond and say that the on-site management reports to ME, and he should be on top of it, but is any corporate head really on top of everything? That's why they have micro-managers down the chain.

Don't get me wrong...I'm not an avid supporter of what ME has done over the past 3-4 years, but...things could be alot worse. The fact that Disney is still around as a giant corporation 20 years after the first corporate "raid" is a great example of its resiliency. Any merger or takeover by another company that does not allow Disney to breathe on its own in my mind would be like shutting the company permanently. If that happens, then in my mind Disney will be gone for good.

Brian
 
Take the emotions out of this, and there is NOBODY who would say a written offer of any kind should be either rejected or accepted without being reviewed.

There is no catch-22. If they review and SOUNDLY reject, nobody would have any case to make about them looking to sell the company.

If they were really so concerned about that, they wouldn't have made comments about being willing to review better offers. (which also blows up the "they aren't selling at any price because of the unique brand" argument.)
 
Sounds to me like the Board wanted to make a strong statement in favor of the independence of the Company, which is a legitimate position for the Board to take.

Once you start entertaining offers, the Company may be deemed to be "in play," and the duty of the Board changes to trying to get the best price possible.
 
Once you start entertaining offers, the Company may be deemed to be "in play," and the duty of the Board changes to trying to get the best price possible.

It is always the duty of the board to get the best possible price.

The company is in play, whether Disney likes it or not. The offer puts it in play. Refusing the offer doesn't take it out of play. When Comcast withdraws its offer it will then not be in play. Comcast has an offer on the table now.

Disney directors can say no to all offers and Comcast can still get the company. All Comcast does is go to the shareholders with the offer. When the majority accepts, ownership transfers. That is a hostile takeover.
 
Sounds to me like the Board wanted to make a strong statement in favor of the independence of the Company, which is a legitimate position for the Board to take.
Sure, except they've agreed to review better offers. So independence is not the true issue, its price.


Once you start entertaining offers, the Company may be deemed to be "in play," and the duty of the Board changes to trying to get the best price possible.
manning is right... unless they have a position that NO price would be in the best interest of the shareholders, they have a duty to properly consider legitimate offers. While its reasonable to say the Comcast offer is not adequate, it certainly is legitimate, and should have been reviewed as such.

Again, per Disney, the issue is price. So as much as we'd like to think Disney's leadership is truly committed to the independence of the Walt Disney legacy, that thought is nothing more than fantasy.
 
Second, just what are you referring to how the parks have gone "downhill"? It seems to me that quite a bit has been added to the parks in the last 5 years from what I can see. Yes, I will agree that CA probably could have been done a bit better, but you also have to remember that real estate landlock had a bit of something to do with it.
Having recently visited CA I'm not sure what they could have done to make it a less "Disney" park. CA could have been done a LOT better with some decent investment, it could have been done a "bit better" with just a little more thought.
As far as WDW goes, I would put the number of rides that have been closed without being replaced (2,000 leagues and the skyway would be two examples), the lack of major new rides, the general attitude among hotel staff ( IMHO due to lack of staff numbers), the cutback in park hours, the parks are no where near as clean as they used to be ( IMHO due to lack of staff numbers) , the restaurants in the parks are no where near as spotless as they once were (IMHO due to lack of staff numbers). Maybe you had fortunate trips and these shortcomings weren't evident to you, maybe there's too much pixiedust in your eyes, maybe I've had some bad trips, but I'm not the only person (indeed there is a large percentage of people) that feels as I do.

Brian, we'll have to agree to disagree, I think "Disney" under Eisner has moved totally away from the conception that Walt had for it and that movement is accellerating at an alarming rate. IF you want Disney to reclaim that artistic drive and performance a change of direction (at the top) is needed, it will not be done under Eisner. Whether Comcast is the best way for that to be achieved is, I agree, debatable but I do think that in Steve Burke Comcast has an individual that has the old style artistic and family Disney ideals running through his veins. I agree with your view that any company that doesn't allow Disney to "breathe" as you put it would not get the best performance on it's investment. If that fact is obvious to the likes of you and I do you think it has escaped someone like Steve Burke that was brought up with close familty ties to Disney through his childhood and who worked for Disney in a number of positions, earning great praise while there, for many years.

Comcast seem to think Disney is undervalued due to a combination of poor, unambitious and short sighted management ( I tend to agree with them) and unfortunate circumstances (9/11's influence on the tourist industry)
They also think there is a lot of areas where the two companies could work together and improve the performance of both entities (I also tend to agree with them). Disney is IMHO a great buy at these levels IF (and it's a big IF) they can correct the managements draconian controls of funding and budget. If Comcast share that view (as they seem to do) then the costcutting and cornercutting that has become endemic in recent years could and should be reversed. Investing in creativity and in people will benefit the film goers, the visitors to the parks and the shareholders all. I see no logic in a company buying Disney simple to "asset strip" it , it has a far higher value if it's run properly.
 
Originally posted by vernon
I see no logic in a company buying Disney simple to "asset strip" it , it has a far higher value if it's run properly.

Except that any company that would buy Disney would be under the same pressure in the marketplace for a quick return on investment by the mutual funds and major investors that has led to the current understaffing and profit seeking situations.

Breaking apart the company and selling off individual divisons would be for the new owner just as much of an immediate cash flow as it potentially is to the current management. Comcast would probably keep the distribution and production part, to feed its cable company with product. Leasing resort operations to Marriott, or another company skilled in lodging, would result in an immediate cash influx, but would, IMHO, diminish the appeal and value of Disney resorts, as perceived by the public. Park operations would be questionable. Marriott has operated some parks, but not with good results. If Comcast wanted to make a quick buck, it could potentially, sell park operations to (horror of horrors) Six Flags, licensing Disney characters to them.

Imagine, "Welcome to Six Flags EPCOT", or "Cedar Fair's Coaster Studios"
 
Except that any company that would buy Disney would be under the same pressure in the marketplace for a quick return on investment by the mutual funds and major investors that has led to the current understaffing and profit seeking situations
I disagree that the pressure that has led to understaffing has been driven by the mutual funds and investors. I think it has more to do with the current management being interested in their share options and their own (previously successful) costcutting. The parks have returned good money on investment, their ratio would be considered more than acceptable in most circumstances. With an upturn in the tourist industry those figures should improve. Eisner's "do it on the cheap" mentality has caused artistic individuals ( like Ron Howard) to walk away from the company as well as driven a wedge with companys (Pixar).
If Comcast wanted to make a quick buck, it could potentially, sell park operations to (horror of horrors) Six Flags, licensing Disney characters to them.
In exactly the same way that Disney's current management could, they COULD do all sorts of things, the question is why would they want to? It's a question you still haven't managed to put a strong argument for.

I understand the "better the devil you know" mentality involved, but I don't see the current incumbant "devils" changing their direction. The shareholders are not getting a good return, the park visitors are (slowly)waking up to the fact they are being short changed and Disney's productions (films and TV) are losing vision and audiences. If you honestly think Eisner will bring about the needed change of direction the fair enough, but I simply don't see it happening, it's going to be the "death of a thousand cuts".

Comcast seem to have identified the major shortcomings (lack of investment in the parks and in artistic development) and believe they can improve profitability in both area with a combination of investment and a more inclusive management structure. Can you point to an instance where the current board have shown a similar insight?
 
But Vernon, the reason the Parks have always shown strong numbers is in large part due to the current management philosophy which so many here disagree with. (Note: I'm not saying it couldn't have been done different or "better" just that Eisner's philosophy IS what has been the driver). Any new buyer would be under even more presure to make each unit perform and if they don't the shareholders of the new company, which will have absolutely no concern for a 'magic' concept, will simply sell it piecemeal. Many have no problem with this, saying that perhaps the 'right guy' will be the purchasor and I guess that's OK if Universal is the absolute most you're looking for. But I see no chance that Comcast (or anyone else) is going to give the "bind" dollars to "fix" a Fantasyland.

Regarding DCA, it's a moot point. This is a mistake of the past and everyone, including Eisner knows it. Pressler is gone and DCA will slowly be improved to be a more viable park. I personally found it to be an asset to our last two trips although I'll admit we paid NOTHING more than we'd have paid at DL were it still the only choice. But this is Disney Management's worry not mine.

Comcast seems to have identified the shortcomings...
IMO all they did here was read a couple of Disney sites, and it'd take about 10 minutes for the dumbest of executives to figure out what the biggest anti-eisner complaints are. What they've said has been superflouous...Just PR spin and nothing more.

I think "Disney" under Eisner has moved totally away from the conception Walt had for it.
I don't understand this one. Walt built and ran one theme park. He had no conception or certainly no desire to go in the direction Disney moved in whatsoever. He acquiesced with MK (building a duplicate) in order to finance his dream (E.P.C.O.T.) So unless you would have rather seen the Magic Kingdom in Florida, bordered by E.P.C.O.T. (the actual working model)...Think urban planning, then we're arguing apples and oranges here.

I know I'm in the minority here but I think for us, the public, it was probably good that Walt wasn't younger because I believe Disney would have moved into a different direction much sooner and entertainment would have taken a backseat or maybe occupied no seat at all, as the distasteful aspects of competing in the Hollywood realm was wearing thin on Walt (he was over it). I really believe Disney's legacy, had Walt been a younger man, would have been Urban Planning or bankruptcy trying to be the ultimate urban planner...
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In fact, Roy even gives Pressler as an example of one of the "many talented people that" that he regrets the company lost. :confused:
 
The pressures that a buyer of Disney would have are no different than the pressures that Disney has placed on itself. In fact if Disney were to sell out the situations at the parks would dramatically improve.

"Traditional Disney" – parks, animation, character merchandising – are in trouble because Eisner's merger with CapCities (ABC, newspapers, and part ownership in networks like ESPN and Lifetime) have been a complete and utter failure. The "Crown Jewel" (ABC) is a consistent mega-money loser let alone deliver Eisner's fable 30%+ returns. The situation was made even worse by further flat out stupid decisions such as $5 billion for a bankrupt vapor cable channel (Fox Family), GO.com. These drained the company of cash and blew massive holes in the Eisner's promises to Wall Street.

These holes were filled by strip mining the businesses Eisner didn't care. Animation was turned into a quick buck factory. First by over producing theatrical features (which the public rejected) and then by Saturday morning cartoon direct-to-video filler (also rejected by the public). And when the public refused to reward Eisner's scam with Lion King sized bucks, Eisner threw a fit and shut the place down.

At the parks, the desire for instant wealth to offset massive blunders has deeply hurt. Operations were cut back to the point where even the most ardent fans have problems. Expansion plans were so poorly thought through (all except the cash flow statements) that they too have been rejected by the public. For all the planning they did with that instant profit coming from California Adventure they didn't spend any effort on building a place people wanted to pay for.

So it's a reasonable assumption that a new buyer that could fix the problems with CapCities and other Eisner blunders would actually remove this pressure from the parks. With ABC actually paying its own way – and not living off your charitable contribution each time you buy a trading pin – that "Traditional Disney" could return to normal businesses again.

Animation could go back to actually caring about making good movies and trusting the public instead of the cynical downward spiral of lowered effort driving lowered expectation. The parks could return to normal operations and focus on a pleasing the guests, not ripping their wallets out of their pants. The parks could return to a normal level of re-investment instead of overhype and underbuilt parks filled with shopping mall attractions.

Of all the offers tendered and rumored, so far only Comcast's comes close. By using stock they avoid going to debt and the pressure to service that. They are from the cable industry and have better management to undo the mess of Disney's network & broadcast operations. And they have people with direct experience with Disney. Then again, the way Eisner's driven away anyone with talent and ethics, a lot of companies now have people with Disney experience.

As for specifics:

"…it was probably good that Walt wasn't younger…"

First time I've ever heard anyone actually use the distateful line "too bad the Dead Guy didn't kick-off earlier" – but that was his history, wasn't it?

"Too bad Walt didn’t die before Technicolor showed up. We could have stayed with the profit margins on black-and-white."
"Too bad Walt didn't die before feature length animation. The profit's in short movies."
"Too bad Walt didn't die before live action. This 20,000 League flick is costing us a lot."
"Too bad Walt didn't die before he saw that orange grove. I only want to make movies."
"Too bad Walt didn't die before someone told him about Florida. Who wants to go there to see an amusement park?"
"GREAT! Walt's dead. Now we don't have to do anything new!"

If anyone could have pulled off EPCOT, Walt had the best chance. Imagine if you could create a destination city instead of a resort filled with tourist motels and amusement parks. As for the finances, I don't exactly see the guys behind Boca Raton, Irvine Ranch and Vail crying in soup kitchen lines, do you?


…Roy even gives Pressler as an example of one…"

Pressler's live should have been with the stores. Shockingly he's seems to even be doing a good job at The Gap. But Eisner greed and desire to control matched up with Pressler's personality flaws and got him a job at parks. Being a good manager is knowing the best roles for each individual – and knowing which jobs are not.
 
AV, that is the point, any buyer is going to have the same financial pressures to make $$$ for investors. A buyer would have 2 choices...

make "improvements" which cost $$$ and you have to wait for the return on investment, or split the company up and make money from licensing product. Or both, sell off the resorts, sell off the TV division and use that capital to "improve" animation and the parks for long term return. This high pressure is the result of several factors...

day traders are still out there looking for a quick buck. The economy is not the best, many retirees have seen drastic decreases in their retirement savings income. Wall street loves a money maker, and most folks in charge of mutal funds are paid based on their own R.O.R. The faster a mutual funds selling price increases, the more money in bonuses the fund controllers make...hence more folks looking for a quick buck rather than a long term investment. It is the quick bucks that are driving the investment houses today, buying and selling have become too easy. Anything not showing an immediate profit is on the chopping block.
 
Merely pointing out that Walt WOULDN'T have proceeded with Walt Disney World brings out that response Mr. Voice? Tsk, tsk, tsk...

You continue thinking Walt would have continued on with the status quo if it makes you sleep better but you and I both know Walt was (1) done with Animation (2) done with theme parks (3)done with live action and (4) dead set at building HIS E.P.C.O.T.

You can imagine all you want that Walt was 'great enough' to succeed, but the fact is this would have been a huge undertaking, dwarfing the risks he took with animation and then DL, both of which very nearly did the Company in. Plus he would have been attempting it with a much more public company. Although, I actually agree that if anyone could have pulled it off, Walt would have been the guy. But the point is moot. Walt is gone, Eisner's no Walt and Comcast is no Disney.

But back to WDW, perhaps you don't care about the wonderful place WDW has been for the past 20 years but many millions do and personally I'm happy it went this way. There are still plenty of 'real world' magical places to see, although I'll admit the 21st Century will probably end that, but to what end, other than a totally fantastic, pie in the sky dream allows you to possibly contend that Walt would have (A) succeeded with his E.P.C.O.T. or (B) cared about making a 'destination resort' as a focal point of his new community? ("destination city" ??? Who are you, Jules Verne?). Oh, I know there was to be recreation and a degree of tourism but remember the WDW phenomenon hadn't yet been seen. Orlando was still a sleepy ag city. I think Walt was interested in building a perfect Community of which the Magic Kingdom would be a financial starting place from which to develop a well rounded economy...Great city yes, great theme parks??? Doubtful.
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