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When we last left off, Walt Disney's planning for E.P.C.O.T. had come to a sudden halt with his death on December 15, 1966. The lung cancer that had been caused by a lifetime of smoking had robbed him of his life. The cause of death was reported as “acute circulatory collapse.”

Former WED Enterprises (Imagineering) Public Relations manager Frank Allnutt recalls that day:


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“The phone rang off the hook for a couple of hours. Then it stopped. The WED staff took the rest of the day off. Other than security people, I think I was the only person left in the building. I walked through the back room (the warehouse area where we staged and programmed all the Audio-Animatronic shows for Disneyland). It was eerie. It was just me and the figures—Mickey, the presidents, some pirates… The huge room was completely silent and dark except for spotlights on some of the figures. Most were only partially clothed, thus revealing their mechanical parts. They were frozen in awkward positions—in suspended animation, if you will. Their eyes were open, but stared blankly at nothing. It was as if their life-source had been removed. And, of course, in a sense it had. Not only for them, but for all of Disney. Who would be the new source of life—the driving force behind the company? What would happen with DisneyWorld and Mineral King? My boss had died, and I had to wonder what would happen with me.”

Walt's brother, Roy O. Disney, had already announced his plans to retire. Rumors began to circulate about possible buyouts by Litton Industries, Gulf + Western, and Westinghouse Electric. Talk began in Florida, wondering if the Disneyworld project would be dropped.

Roy announced that he would put off his retirement for a time. He polled his senior executives, then called them all together in a meeting a week after Walt's death. He told them that the project would continue, just as Walt had planned it, and that it would be called Walt Disney World, so that nobody would ever forget that it was his brother's dream.

Meanwhile, work continued at WED. Former Imagineer George McGinnis recalls, “If things slowed down after Walt's death I didn't sense it… [W]e were finishing up Tomorrowland and WDW was under construction and there was an Epcot plan.” In an interview with biographer Bob Thomas in early 1967, Roy stated that there were enough Disneyland projects for three years.

Meanwhile, legislation for the creation of the Reedy Creek Improvement District (RCID) continued to be negotiated with the Orange and Osceola county legislatures, as well as the Florida State legislature. Disney had a great deal of demands. The municipalities of Reedy Creek (now called Lake Buena Vista) and Bay Lake, three new highway interchanges, widening of an interstate highway, and a self-governing political district with the combined power of special assessment, improvement, and taxing districts, as well as several smaller issues.

In February 1967, Disney hosted at a theater in nearby Winter Park: the new Republican governor of Florida, Claude Kirk; members of his cabinet; nearly half of the state legislature; members of the local, state, and national press; financial backers; and Orlando-area community leaders. This was their big pitch to convince everyone that the RCID was necessary in order for Disney to build Walt's grand dream. After a brief introduction by General Joe Potter, the audience was shown what commonly known as “The E.P.C.O.T. Film,” sometimes called “Walt's Last Film.” Some of the film was summarized in Part III of this series.

The audience was won over by the film and by the speeches from Roy, company vice president Donn Tatum, and Governor Kirk. So much did they believe in Walt's description of his new community that they were willing to give the District an unprecedented amount of power. In the end, the District was free of state and county regulation of buildings, airport construction, land use, distribution and sale of alcoholic beverages, and even the right to build a nuclear power plant. When the legislation was introduced to the Florida House and Senate that April, the bills passed in a matter of weeks. Governor Kirk signed the measure, and the RCID was officially formed.

In addition to the legislation, the state government also kept their deal on the roadway improvements. Intersections were built at the intersection of I-4 and SR 530/US 192, the intersection of SR 530/US 192 and Disney property, and the intersection of I-4 with the Disney service entrance. In addition, SR 530/US 192 was widened from the intersection with I-4 to the entrance to Disney property.

There are conflicting stories of Walt's intentions for the municipalities. Author Richard Foglesong cites Walt's written comments on a memo to him from Disney lawyer Paul Helliwell regarding concerns about possible problems with the municipalities to indicate that Walt did not intend Epcot to house long-term, permanent residents. Walt's handwritten notes, found in his desk after his death, had crossed out every reference to “permanent residents” and had replaced them with the words “temporary residents/tourists.”

On the other hand, internal WED documents, including notes by Marty Sklar citing a conversation with Walt from October of 1966, indicate a continued plan for permanent residents: a “working community.”

Of course, Roy had every intention of following through with Walt's plan as much as possible. The project, however, had to first be financed. With pressure for mergers or buyouts surrounding Roy, attorney and financial expert Nolan Browning brought him the solution. Convertible debentures—bonds that were convertible into stock once the stock hit a target price—would provide the money for the project while keeping the company independent. Thanks to Disney's high stock price-to-earnings ratio, after four rounds of issuing the convertible debentures and converting them quickly to stock (raising over $230 million) new funds raised totaled half of the company's equity while only granting the new shareholders about one-quarter of the company.

With the financial issues settled, construction could begin in Florida. However, one major issue remained. Roy, now 74, needed to step back and allow the next generation of management to begin assuming power. Since Roy felt that the Disney name was crucial to the company's well-being, he would remain Chief Executive Officer, President, and Chairman of the Board. However, he wanted to step back from the day-to-day operations to devote his time to public relations duties and overall long-term planning for the company. He recommended that Donn Tatum become Executive Vice President of Administration and Vice Chairman of the Board, and E. Cardon (Card) Walker become Executive Vice President of Operations.

Disney's long-term plan was for Tatum to eventually become Chief Executive Officer and Chairman of the Board, while Walker would become President and Chief Operating Officer. The following year, Tatum would become President while remaining Vice Chairman, while Walker become Executive Vice President and Chief Operating Officer. Roy was not yet willing to part with the Chairman and Chief Executive Officer titles.

But now, it was time to build a Magic Kingdom.

Next time

We look at turning thousands of acres of swamp land into the Vacation Kingdom of the World.



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(Send an email to Mark Goldhaber)

Mark (@MPMark) is a veteran of dozens of trips to Walt Disney World starting in 1972, with a few Disneyland trips thrown in for good measure. As a Disney stockholder and a Disney Vacation Club member, Mark is always in touch with what's going on with The Mouse. Mark serves as MousePlanet's Walt Disney World content coordinator. Mark is a senior information technology manager working for the State of New York. He lives in the suburbs outside Albany, New York, with his wife and son.