DISNEY DUO TO HOLD VOTES OUTSIDE CEO HUNT SOUGHT.

Byline: Evan Pondel Staff Writer

Former Walt Disney Co. board members Roy E. Disney and Stanley Gold will withhold their votes for all directors at Friday's shareholder meeting, the dissidents said in a joint letter Tuesday.

After mounting a campaign more than a year ago that called for the ouster of Chief Executive Officer Michael Eisner, the two dissidents are once again expressing their discontent with the entertainment titan.

``The board's credibility is in question due to reports they have yet to interview a single outside candidate,'' said Roy Disney and Gold, referring to the company's search for a new CEO in anticipation of Eisner's departure next year.

Unless Eisner steps down as CEO and board member by the search's proposed end in June, Disney and Gold said they would continue to withhold their votes.

Disney President Robert Iger has surfaced as a contender for Eisner's slot. But questions have surfaced about the legitimacy of promoting an executive who is a known friend of Eisner. ``We are waiting to see whether this board has the independence and dedication to its stockholders to conduct an open and honest search for a new leader,'' Roy Disney and Gold said.

Neither would consent to an interview Tuesday.

Roy Disney has long tag teamed with Gold, a former chief lieutenant of the company's board. Their frequent public airing of disenchantment began when Roy Disney was dropped from the board in 2003 when he reached mandatory retirement age.

Despite their grievances with management, the two shareholders didn't express any opposition to Disney's recent financial performance.

Last week, Disney reported that first-quarter profits rose 5 percent, bolstered in part by a stellar performance in broadcast and cable television revenue. Shares of Disney have also been on the move, with the stock currently trading near its 52-week high. On Tuesday, Disney shed 4 cents to close at $29.84 on the New York Stock Exchange.

Disney and Gold did say in their letter that ``the board has been saying the right words'' in recent months. And just because they are withholding their vote, ``we have not conducted a campaign to ask other shareholders to do the same.''

David Miller, analyst with Sander Morris Harris in Los Angeles, said he is a bit fuzzy as to why Disney and Gold would take issue with the company. ``I'm not sure what kind of case they're making this time around. But I'd say look at the performance of the stock. It's one of the best-performing media companies around,'' he said.

Disney executives would not comment on Disney and Gold's letter. But during last week's investor conference in Florida, Sen. George Mitchell, Disney's chairman, said ``there has been no prior determination'' of Eisner's successor. And the ``importance of the CEO selection process looms all the larger for me because it will take place during my final year as member of the board.''

Disney is working with executive search firm Heidrick & Struggles International Inc., a publicly traded company based in Chicago.

Evan Pondel, [phone]

evan.pondel(at)dailynews.com