Chapter 2: The Good Shepherd Group
From Dis-War Two: The Great Disney Proxy Culture War of 1998, by Taylor Johnson
“I was sitting in my garden,” said the Reverend Jerry Falwell, cofounder of Liberty University, to his congregation and others watching the special event live on Pat Robertson’s Christian Broadcasting Network, “when the Angel of the Lord took me on high into the firmament and did show unto me a great and gleaming castle. It was a beautiful edifice built by a God-fearing man in the service of traditional American values. But the Angel bade me to look closer, and I then did see the rot within. Witches and demons and heretics and adulterers and sodomites had taken the castle, and were turning it into an outpost of Babylon.”
Falwell made clear that the castle was the famous Walt Disney Castle, and that the forces of Satan, in particular one Jim Henson, “self-avowed witch”, had taken it and were corrupting it. And it was the duty of Good Christian Men and Women to liberate it from the forces of Satan.
Nelson Peltz sat in the audience and almost immediately began to question this alliance. The plans had started well. His acquaintance, RNC Operative and former congressman and presidential candidate Newt Gingrich, had at first put him in touch with Roger Stone, a self-proclaimed “dirty trickster” and Nixon fan, who’d spun up a shell charity and was using it to gather lots of money from various anonymous donors. An underhanded move, but apparently wholly legal. Stone also recruited Stan Kroenke to the plan, knowing that Kroenke still held a lingering grudge over the Rams being “stolen” from him by Disney. Offering Kroenke Disney’s stake in the Angels, and possibly the Avengers depending on the final monetary amount provided, was the bait needed to pull in Kroenke, and through him the wealth of the Walton family of Walmart fame. In fact, the whole Good Sports Division could be broken up and sold off to help pay down the debt and margin calls, once the 51% was secured, which helped alleviate some of the risk for the fiscally-minded investors.
But bringing in Falwell and Robertson was something else. Peltz held some reservations about Falwell right from the start. He had a habit of picking stupid fights in the media, such as his recent attacks about the supposed sexuality of a toddler show character. He knew that Falwell in particular could easily go too far and alienate those whom he wished to court. He and Gingrich met with him, and Falwell, without the crowd to pander to, seemed fully reasonable and willing to play his part.
And strategically, the partnership made perfect sense. Between his wealth, the wealth through Stone’s shell company, Falwell’s wealth, and the members of their flocks who would be more than happy to give over a share of their meager paychecks or Social Security checks to help “defend the Kingdom of God”, they would have plenty enough capital to break through the Castle Walls and, as Falwell put it, “seize the throne for God”.
Peltz, who was a Secular Jew, had little use in fighting Falwell’s Conservative Christian culture war and was suspicious of Falwell’s intentions with him, despite Falwell’s assurances that he supported Peltz’s “people” in principle as men of God and fully supported the State of Israel, a question that Peltz hadn’t asked. But the outspoken Televangelist had been picking fights with Disney and Henson for years, and was thus a convenient dupe who could drum up public support from “Middle America” and help break the public relations tactics that Disney had employed so well against Robert Holmes à Court.
They’d gain plenty of public support for their actions, too. For the last decade and a half Walt Disney Entertainment and its “hippie” Chairman had become a convenient liberal strawman in the American Culture War. The seeming political and spiritual differences between Walt Disney and Jim Henson made for a stark contrast, and thus any blame for the directions taken by Disney over the past two decades, though done in aggregate by the board of directors and internal leadership, could be conveniently laid at the feet of Henson, a “wolf among sheep” or “demon corrupting the innocent”. Perhaps they could convince Roy Disney that he in particular had been led astray, his “Dream” corrupted in the service of a Politically Correct agenda.
Peltz thus hatched a plan to take down Henson, bring in Katzenberg as Chairman, and cement one of his own allies as the new CEO, or at least President, of Walt Disney Entertainment. He and the “Fiscal Faction” represented by Kroenke and Stone’s mostly anonymous bloc would attack Henson and Kinsey on the financial front while Falwell’s “Faith Faction” would offer a public relations attack, limiting Henson’s ability to play the victim card or spin the run as greedy Wall Street men looking for a quick buck at the expense of Walt’s “vision”. Instead,
Henson would be portrayed as the threat to Walt’s vision, both financially and socially.
To Peltz it was a path to influence on the grandest of scales and a massive accomplishment. It would likely prove very profitable too.
To Falwell and Robertson and a select group of conservative evangelical ministers and televangelists, the plan amounted to a surgical strike to “drive the serpents from the garden”, reestablish Disney as a “moral, Christian company”, and also give “men of God” a bully pulpit by which to spread the word of the Lord (as they saw it) to the children of the world, putting an end to “sinful tales of witches and voodoo and Muslims and pagan gods” and raising them on proper Biblical narratives. And Katzenberg, despite being another Secular Jew, had delivered in this latter aspect already with
The Prince of Egypt.
Together, they created and incorporated The Good Shepherd Group.
The plan was simple, and even mirrored the path taken by Henson himself: acquire enough Disney common stock to put representatives on the board, and then launch a Proxy Fight to oust Henson and his allies and elevate Peltz and perhaps even Falwell to the board. At first, some of the would-be investors questioned the plan. Only about 124 million shares were circulating, or roughly 25% of Outstanding Shares. Institutional investors controlled around 8% of those stocks, and would be obligated to support their client’s best financial interests, and thus would presumably back the Shepherds if they made good fiscal arguments. Combined, the Hensons and the Disneys owned 43% of the stock. Allied investors like Sid Bass, Bill Marriott, George Lucas, and Steven Spielberg owned another 16%, giving them a commanding 59%. General Electric controlled another 10.5%. Even if The Shepherds acquired all of the circulating shares, they’d be in the minority.
And not only that, Disney had already faced a much larger existential threat in Robert Holmes à Court fifteen years earlier, and knew how to defend themselves. They’d undoubtedly improve their standing through stock buy-backs the second The Shepherds took a position.
But Peltz had an ace up his sleeve. He knew that not all of the members of the “Round Table” coalition were fully loyal. Bill Marriott may have been a Mormon “apostate” by Falwell’s reckoning, but he fancied himself a Christian and could be open to Christian arguments, potentially putting another 5.7% into their column. Apple Computer may be willing to sell their shares, partner with Peltz for fiscal reasons, or at least stay neutral. GE was allegedly already regretting their decision to transfer NBC and Peltz already counted them in his column. The so-called “Knights Errant”, average investors who claimed special Disney benefits, who represented up to 5% of the stock holders, were also a potentially persuadable block.
And most critically, Sid Bass was seen as particularly vulnerable. Peltz knew that Bass had been in talks with ABC in the past and that many on the Bass Brothers board, many of them Texas oil men politically allied to the GOP, could be vulnerable to influence that could put pressure on Bass. Furthermore, Bass had alienated many of them with his investments in renewable energy, which were not giving the company the promised returns. Plus, Sid alone didn’t own the stock. It was shared with his brother and father.
“Leave the Basses to me,” said Peltz.
And then there was his potential coup-de-grace: the Disneys themselves. Both sides of the Disney Family were conservative Republicans and Reaganites, though to Falwell of that less-than-ideal Orange County type who consorted with “perverts and sodomites” and whose standing with God in general was suspect. The two sides had fought with each other since the days of Walt and Roy. And the recent LA Rams deal had proven to be another flash point, with Roy openly opposing the deal and even causing a stir on Wall Street by voting against it. As the years had continued, Disney had invested over $300 million building a new stadium in Anaheim for the Rams, but were only making a few million per annum in merchandise sales while the Stadium work continued and the Rams played at the LA Colosseum. And as the Rams incrementally improved thanks to new draft picks like Jerome Bettis and Dwayne Johnson, their valuation improved, which was making Retlaw’s investment in them very profitable from a portfolio value standpoint (though it seemed unlikely to Peltz that Miller would ever sell his stake). This fact allowed Gold to rail at why the Disney Company was spending hundreds of millions of dollars to improve the Walt Family’s personal fortunes!
Meanwhile, Ron and Diane Disney Miller were reportedly still angry about Roy’s opposition to the Rams deal, which they saw as petty. Diane in turn enraged Roy Disney by opposing the NBC deal. Roy saw her opposition to NBC, a “good fit” for an Entertainment Company as opposed to an NFL stadium, as a spiteful slap back over his “justified” opposition to the Rams deal.
Only one side needed to be turned to pull another 13% over to The Shepherds, and converting both would net over 26%. With even one side in their column, presumably Bass and/or Marriott would be more likely to follow, as presumably would a critical mass of Knights Errant. 51% of Proxy support was well within reach, even with only about a predicted 15% stake for The Shepherds themselves.
And therein lied the ultimate winning strategy: win over a Disney faction. Exploit the known divisions between the Walt and Roy children and increase the odds that one side would turn on the other and thus back the Shepherds, if only to marginalize the other. Peltz had one of his contacts reach out to Stanley Gold, Roy Disney’s financial manager at Shamrock Holdings, whom the Disney-Millers reportedly never trusted, and set up a lunch meeting. He then made sure that news of the meeting reached the Millers. Whether Gold was receptive or not, simply having it known that he’d spoken with Peltz would sew distrust among the Disneys.
It was a solid strategy, but even so the would-be investors, a team including not just televangelists but also some conservative businessmen, big-time real estate men, conservative media people like David D. Smith of the Sinclair Broadcasting Group, and Stan Kroenke, were hesitant. They’d need to move fast, and moving fast meant taking on serious short-term debt in an era without Junk Bonds to build fast capital. Most of them would thus be
acquiring stocks on Margin, hoping to reduce up-front costs. On the plus side this latter strategy reduced up-front borrowing costs and could turn a quick profit if stocks went up. On the minus side, this meant that any drop in stock price would inevitably lead to a margin call from the partnering brokerages that could spell fiscal disaster.
The stock price was near $100 per share. Billions of dollars would be required to acquire a sufficient stake, and that meant hundreds of millions to billions of dollars in debt for some, even if they bought stocks on Margin. Interest rates were significantly lower than in the 1980s, hovering between 4-5%, but still, the interest would be crushing at that level of principal and facing a margin call, should the share price drop, could prove fatal.
The Faith Faction was certain that the cause was righteous and thus that God would see them through, but the Finance Faction wanted assurances. They wanted “top cover” in case things went south. In particular, they wanted a very wealthy benefactor to help defray the risk.
They would soon get their benefactor, and from the unlikeliest of places.