-- In a confidential memo, Andrea Van de Kamp says the CEO resorted to a
personal attack to remove a critic.  Disney says she distorted truth. --

By James Bates, Times Staff Writer

A Walt Disney Co. director has accused Chairman and Chief Executive Michael
Eisner of bullying and character assassination to force her off the company's
board because she had been siding against him on key issues, according to a
confidential memo obtained by The Times.

In the memo addressed to Disney's four-member governance and nominating
committee and copied to other directors, Andrea L. Van de Kamp also said Eisner
surprised her in a January 20 meeting in his office by saying that she "should
resign and leave quietly."  She added that Eisner proposed she take a
charitable role affiliated with the company so the two of them could save face.

"He offered me a position on the board of the Disney Foundation and he wanted
this to be my idea -- feeling it would save me and him embarrassment," the memo
said.

The angrily worded two-page memo provides a rare, detailed glimpse of a bitter
schism that has developed inside Disney's boardroom between Eisner and a small
but influential group of critics over the last year as he has struggled to
boost the company's profit and lagging stock price.

It comes as Eisner and Disney have been taking steps -- including naming more
independent directors and cutting the size of its 17-member board -- in an
effort to change the long-held perception that the directors are beholden to
Eisner.

In a statement, Disney spokeswoman Zenia Mucha said, "It is sad and unfortunate
that such a distorted depiction of the process has been put forth."  She added
that the governance and nominating committee, in urging that Disney's board
size be cut, unanimously recommended a slate of directors, which was confirmed
by the board.

In an interview, Disney director Ray Watson said, "It was unfortunate that that
memo was written.  I think it's very unfair to Michael."

Watson also said it is "very unfortunate when communication among board
members, its committees and the chief executive find their way into the public
domain through the press."

Judy Estrin, chief executive of Packet Design and a member of the committee,
said, "This was a decision made by the governance committee that was
recommended to the board.  It was made by independent directors."

One week after Eisner and Van de Kamp met, Disney said she and three other
directors would not stand for re-election at its annual meeting March 19 in
Denver, Colorado.

Disney at the time characterized the retirements as part of an ongoing effort
to trim the board's size.  But directors later confirmed to The Times that Van
de Kamp left involuntarily after a bitter falling-out with Eisner and that she
had written other board members to complain.

Van de Kamp, who heads Sotheby's West Coast operation, still is a director
until the annual meeting.  She was out of the country on business Friday and
could not be reached for comment.  A message at her office said she would be
returning to work Tuesday.

Eisner's two main board critics had been Vice Chairman Roy E. Disney and his
chief lieutenant, Stanley P. Gold.  But in the last year, Van de Kamp had
emerged as a dissident as well.

In her memo, Van de Kamp said Eisner singled her out because she voted with
Gold and Disney on "contentious governance issues," although she didn't
identify which ones.  She argued that Eisner's behavior undermined efforts to
strengthen the board's independence and "gives the appearance that
rubber-stamping Michael's decisions is an unwritten prerequisite for continued
board membership."

The memo was written one day after Eisner met with Van de Kamp in his Burbank
office on the Martin Luther King Jr. holiday.  Van de Kamp said she was
subjected to "a personal attack by the company's CEO from out of the blue" and
said Eisner's "tactic with me was threatening and 'bullying.' "

Van de Kamp said Eisner told her during the meeting that the board was being
reduced in size and "that it was like a baseball team and in essence -- I
didn't make the cut."

Van de Kamp said that at the meeting she was subjected to "what I shall refer
to as a 'character assassination.' "  After telling her that people liked her,
Van de Kamp wrote, Eisner accused her of talking to the news media, being
unprepared and late for meetings and having "demonstrated inappropriate
behavior" for a director.

"He indicated that he had a file on me that documented and supported each of
his assertions," Van de Kamp wrote.

Van de Kamp denies in the memo that she talked to the news media, and
characterized herself as "a strong, independent voice for shareholders."

The memo shows that tensions between Eisner and Van de Kamp had been simmering
for some time before they became public last month.  The director said she was
the only board member Eisner did not meet with separately after the company's
annual meeting last year.  But she said the two lunched in August before a
critical board meeting in September, at which a number of issues about the
company's future were discussed.

According to the memo, Eisner "indicated at that time that anyone that wasn't
with him at the September meeting should be off the board."

In addition to Estrin, the governance and nominating committee consists of
Edison International CEO John E. Bryson, who is chairman of the panel; La
Opinion President Monica C. Lozano; and Northwest Airlines Corp. Chairman Gary
L. Wilson.  Those directors did not return calls Friday seeking comment.

Los Angeles Times
02-15-2003

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