Walt Disney Company (DIS)

(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code: (818) 560-1000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

On May 5, 2006, The Walt Disney Company (the “Company”) announced that it completed its acquisition of Pixar, a California corporation (“Pixar”). Pursuant to an Agreement and Plan of Merger, dated as of January 24, 2006 (the “Merger Agreement”), among the Company, Lux Acquisition Corp, a wholly owned subsidiary of the Company (“Merger Sub”), and Pixar, Merger Sub merged with and into Pixar (the “Merger”), as a result of which Pixar became a wholly owned subsidiary of the Company.

Under the terms of the Merger Agreement, each share of Pixar common stock outstanding at the effective time of the Merger was converted into the right to receive 2.3 shares of Company common stock. The aggregate consideration paid to former Pixar shareholders consisted of approximately 277.9 million shares of Company common stock.

A copy of the press release announcing completion of the Merger is furnished hereto as Exhibit 99.1.

On May 2, 2006, pursuant to the Merger Agreement, the board of directors of the Company elected Steven P. Jobs to become a non-independent member of its board of directors effective upon the completion of the Merger.

Pursuant to the Merger Agreement, Mr. Jobs received 138,000,004 shares of the Company’s common stock in exchange for his shares of Pixar common stock. Based upon the average high and low sales prices of the Company’s common stock on May 4, 2006, Mr. Jobs’ ownership interest in the Company has an approximate value of $3.9 billion.

Mr. Jobs beneficially owned approximately 49.65% of the total outstanding shares of Pixar and was the Chief Executive Officer and Chairman of the board of Pixar immediately prior to the Merger.

The Company and Pixar entered into a Co-Production Agreement on February 24, 1997. Under the Co-Production Agreement, the Company and Pixar agreed to co-finance the production costs of the animated films covered by the Co-Production Agreement, co-own the films (with the Company having exclusive distribution and exploitation rights), co-brand the films and share equally in the profits of the films and any related merchandise and other ancillary products, after recovery of all marketing and distribution costs (which are financed by the Company), a distribution fee paid to the Company and any other fees or costs, including any third-party participations. The Co-Production Agreement generally provided that Pixar was responsible for the production of such films and that the Company was responsible for the marketing, promotion, publicity, advertising and distribution of such films. The Co-Production Agreement was due to terminate in 2006 but the Company and Pixar entered into a Distribution Letter Agreement on January 27, 2006 to extend the Co-Production Agreement to cover an additional film. The Co-Production Agreement and the Distribution Agreement have now been superseded as a result of the Merger. Additional details of the Co-Production Agreement and the Distribution Letter Agreement are set forth in the Company’s Amendment No. 1 to Form S-4 filed with the Securities and Exchange Commission (the “SEC”) on April 3, 2006 and are incorporated herein by reference. Ancillary to the Co-Production Agreement, the Company also made payments to Pixar for licensing Pixar’s intellectual property and for creative assistance in connection with consumer product designs. As disclosed in Pixar’s Form 10-K for the fiscal year ended

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December 31, 2005, for Pixar’s fiscal years 2003, 2004, and 2005, the Company accounted for approximately 94%, 90%, and 93% respectively of Pixar’s total revenue of approximately $262.5 million, $273.5 million and $289.1 million, respectively. Additional information regarding the amount of the transactions is reflected in Pixar’s financial statements filed with the SEC.

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(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (818) 560-1000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

On January 24, 2006, The Walt Disney Company, a Delaware Corporation, (“Disney”), Lux Acquisition Corp. (“Merger Sub”), a California Corporation and a direct wholly owned subsidiary of Disney, and Pixar, a California Corporation (“Pixar”), entered into an Agreement and Plan of Merger (the “Merger Agreement”). Pursuant to the terms and subject to the conditions set forth in the Merger Agreement, Merger Sub will merge with and into Pixar (the “Merger”), with Pixar continuing as the surviving corporation after the Merger. As a result of the Merger, Pixar will become a wholly owned subsidiary of Disney. The Boards of Directors of Disney and Pixar approved the Merger and the Merger Agreement.

At the effective time of the Merger (the “Effective Time”), by virtue of the Merger and without any action on the part of the holder of any shares of the capital stock of Pixar, each share of Pixar common stock issued and outstanding immediately prior to the Effective Time (other than any dissenting shares) will be converted into 2.3 shares of Disney common stock (the “Merger Consideration”). No fractional shares of Disney common stock will be issued in the Merger. At the Effective Time, Disney will assume the rights and obligations of Pixar with respect to Pixar’s 2004 Equity Incentive Plan as well as the duties of Pixar with respect to the administration of such plan. Also at the Effective Time, each option granted by Pixar to purchase shares of Pixar common stock which is outstanding and unexercised immediately prior to the Effective Time, whether vested or unvested, will be converted into an option to acquire, on the same terms and conditions as were applicable to the original Pixar option, that number of shares of Disney common stock determined by multiplying the number of shares of Pixar common stock subject to such Pixar option immediately prior to the Effective Time by 2.3, at a price per share equal to the per share exercise price specified in such Pixar option divided by 2.3.

As of January 1, 2006, there were 119,297,468 shares of Pixar common stock issued and outstanding, and outstanding options to purchase 16,709,252 shares of Pixar common stock.

The completion of the Merger is subject to various customary conditions, including obtaining the approval of Pixar shareholders and clearance under the Hart-Scott-Rodino Antitrust Improvements Act and certain non-United States merger control regulations, and other customary closing conditions. The Merger is intended to qualify as a tax-free reorganization for federal income tax purposes.

The Merger Agreement establishes a set of policies and principles with respect to the management and operation of the Disney and Pixar feature animation businesses after the Merger. These policies will be subject to the authority of the Disney Chief Executive Officer to take such actions as are in the best interests of the shareholders of Disney.

In connection with the execution of the Merger Agreement, Mr. Steven P. Jobs (the “Principal Shareholder”) entered into a Voting Agreement (the “Voting Agreement”) with Disney, pursuant to which the Principal Shareholder agreed to vote (or, if requested, execute consents or proxies with respect to) a number of shares equal to 40% of the outstanding shares of Pixar common stock on the record date of any such vote or written consent (the “Covered Shares”) in favor of the principal terms of the Merger and the Merger Agreement, at every meeting (or in connection with any action by written consent) of the shareholders of Pixar at which such matters are considered. Further, the Principal Shareholder agreed to vote against (i) any action, proposal, transaction or agreement which would reasonably be expected to result in a breach of any covenant, representation, warranty, or any other obligation or agreement of Pixar under the Merger Agreement or of the Principal Shareholder under the Voting Agreement and (ii) any

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action, proposal, transaction or agreement that would reasonably by expected to compete with, interfere with, delay, discourage, adversely affect or inhibit timely consummation of the Merger.

Under existing agreements with Pixar, Disney currently co-finances and distributes animated motion pictures developed in conjunction with Pixar. Disney entered into a feature film agreement with Pixar in 1991, which resulted in the release of its first film with Pixar, Toy Story, in November 1995. In 1997, Disney extended its relationship with Pixar by entering into a co-production agreement, under which Pixar agreed to produce, on an exclusive basis, five original computer-animated feature films for distribution by Disney. Both parties agreed to co-finance and co-brand the films and share equally in the profits of each picture and any related merchandise or ancillary products, after Disney recovers all marketing costs and receives a distribution fee. The first four films under the extension were A Bug’s Life, Monsters, Inc., Finding Nemo and The Incredibles. Pixar is currently in production on the final film under the agreement, Cars. Disney retains the right to produce sequels to the films that it co-produced with Pixar, and Pixar has the right to participate in these productions.

A copy of the Merger Agreement, the Voting Agreement and Principles for Management of the Feature Animation Businesses are attached hereto as Exhibits 2.1, 10.1 and 99.1, respectively, and are incorporated herein by reference. The foregoing description of the Merger Agreement, the Voting Agreement and Principles for Management of the Feature Animation Businesses is qualified in its entirety by reference to the full text of the Merger Agreement, the Voting Agreement and Principles for Management of the Feature Animation Businesses.

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(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (818) 560-1000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

On January 24, 2006, The Walt Disney Company (“Disney”) and Pixar issued a joint press release announcing that they had entered into an Agreement and Plan of Merger relating to the acquisition of Pixar by Disney and the other matters described therein. A copy of the joint press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. The information required by Item 1.01 will be filed in a separate Current Report on Form 8-K.