DISCLOSURE
PRODUCTION NOTES

Warner Bros. Presents Michael Douglas and Demi Moore in A Baltimore Pictures/ Constant c Production of A Barry Levinson Film: "Disclosure," starring Donald Sutherland, Caroline Goodall and Dennis Miller. The production designer is Neil Spisak; the director of photography is Anthony Pierce-Roberts, B.S.C.; and the music is composed by Ennio Morricone. The executive producer is Peter Giuliano and the screenplay is by Paul Attanasio, based on the novel by Michael Crichton. "Disclosure" is produced by Barry Levinson and Michael Crichton, and directed by Barry Levinson. It is distributed by Warner Bros., A Time Warner Entertainment Company.

MICHAEL DOUGLAS, DEMI MOORE and DONALD SUTHERLAND star in "Disclosure," a suspense thriller of corporate intrigue and sexual politics directed by BARRY LEVINSON. "Disclosure" was adapted by PAUL ATTANASIO from MICHAEL CRICHTON's provocative best-seller and is produced by Barry Levinson and Michael Crichton; the executive producer is PETER GIULIANO. The film is distributed worldwide by Warner Bros.

ABOUT THE STORY

Tom Sanders (Douglas) is a Seattle executive at a high-tech firm and his corporate future seems certain. His company, DigiCom, is about to be acquired by another company, and Sanders expects to realize a hefty windfall from the stock he's accumulated over the many years he's been with them. Even more important, today's the day he's expecting to be appointed Vice-President of Advanced Operations and Planning.

Sanders' mood is quickly shattered when he is informed that he has been passed over and his new boss is Meredith Johnson (Moore), from DigiCom's home offices in the Silicon Valley. The protegee of the company's founder, Bob Garvin (Sutherland), Johnson is a beautiful, ambitious young woman with whom Sanders had had a torrid affair more than 10 years before, when they were both single and living in California.

Johnson invites him to her new office at the end of the day to go over some business and discuss old times, but soon after he gets there, Sanders finds himself the target of Johnson's coolly aggressive sexual overture. After nearly succumbing to Johnson's seduction, Sanders ultimately rejects her in anger and confusion.

To his astonishment, he learns the next day that Johnson has complained to management that Sanders had sexually harassed her during their meeting.

As DigiCom's management smoothly closes ranks around Johnson and her inflammatory claim, Sanders begins to see the pieces of his life falling apart around him. His friendships with co-workers are now suspect; his wife is horrified and infuriated by the accusations leveled at her husband; and a project of key importance to DigiCom's impending merger may have been sabotaged -- while under Sanders' supervision.

What's behind this abrupt effort to discredit him? And how does the development of DigiCom's breakthrough virtual-reality system tie into the bizarre corporate politics suddenly transforming the company?

In order to save his job, his marriage and his self-respect, trapped between what he knows to be true and what he must discover, Sanders hires Catherine Alvarez (ROMA MAFFIA), a tough, street-smart lawyer, and charges his new boss with sexual harassment.

Embarking on a lonely and desperate quest for the truth, Sanders uncovers an electronic trail into DigiCom's deepest secrets and is shocked by what he learns. Not even the dauntingly collected Meredith Johnson is what she appears to be. And the contest of corporate wills must finally be fought in the open -- with brains and guts as the only weapons.

Also appearing in "Disclosure" are CAROLINE GOODALL as Susan Hendier, Tom Sanders' wife; DENNIS MILLER as DigiCom's head of design, Mark Lewyn; DYLAN BAKER as Philip Blackburn, general counsel of DigiCom, and NICHOLAS SADLER as Don Cherry, DigiCom's head of programming.

The distinguished production team includes Academy Award-nominated director of photography TONY PIERCE-ROBERTS ("Howards End"), whose work was recently seen in "The Client"; production designer NEIL SPISAK ("My Life"); costume designer GLORIA GRESHAM (who was nominated for an Academy Award for her work on Levinson's "Avalon"); composer ENNIO MORRICONE (Oscar-nominated for his score for Levinson's "Bugsy") and STU LINDER (an Oscar nominee for his work on Levinson's "Rain Man"), who has edited all but one of the director's films.

Supporting the cast are state-of-the-art special effects which will bring to life the exciting and developing field of virtual reality, which plays a crucial role in the drama.

ABOUT THE PRODUCTION

Michael Crichton's novel, Disclosure, on which this film was based, has struck a chord of recognition that indicates how potent the subject of sexual politics in the workplace has become.

"'Disclosure' is a story about power and wielding power," says executive producer Peter Giuliano. "Whether you control people sexually or through fear for their life or loss of their work and social reputation, it's really just manipulation. "

Asserts producer-director Barry Levinson, "The film allows us to approach the idea of sexual harassment with fresh eyes. Because the roles are reversed, it allows women to say to men 'feel what it's like to be in our shoes.' The flip-flop of roles illuminates some behaviors we might not otherwise be sensitive to, by forcing us out of our polarized views.

"What drew me to this story was its look at men's and women's ongoing struggle to understand each other -- something I've dealt with as far back as 'Diner."'

Recalls screenwriter Paul Attanasio, "When Barry met with me about 'Disclosure' I felt that the material was fertile subject matter. There is so much hostility and anxiety between the sexes today, and I felt that it's due to roles and confusion over what's 'supposed to be.' I thought if we could address those social concerns in the format of a thriller, we could get a very entertaining movie that also had something to talk about afterwards."

Says director Levinson, "Suspense-thriller movies are about jeopardy. If your ability to make a living is taken away, and you have children to feed and you can't do that, it's something that everyone can relate to -- the fear of losing everything that's precious to you. And that's a very powerful element to this story."

Michael Douglas plays Tom Sanders, the man whose corporate future has just been yanked out from underneath him. An Academy Award-winner for his portrayal of corporate power broker Gordon Gekko in Oliver Stone's "Wall Street," Douglas now tackles another character from the cutthroat world of big business in "Disclosure" -- this time from another point of view.

"Paul Attanasio did an extraordinary job of bringing this script together," observes the actor. "I thought he really had the substance of the story at his finger-tips -- and what made it unique was the reversal of roles. Also, it was fun to see a woman playing the type of part that has done very well for men -- which is the villainous role.

"'Disclosure' is basically a corporate intrigue with all the infighting that goes on within a successful company," he continues. "The stakes are high, events are moving quickly, and some of the people involved are prepared to do anything to end up at the top. What's unusual is the idea that a woman stands to gain significant power in the corporate world. "

Says Donald Sutherland, who plays DigiCom founder and president Bob Garvin, "This is a story of technological intrigue and the pursuit and misuse of power. Sexual harassment is used as a device by one character to manipulate another character, to take advantage of a co-worker and profit from it. "

Agrees Demi Moore about her character, "She's not looking for a relationship with Tom; she just wants to utilize the situation to her best interest. Meredith likes to win, whether it be for personal pleasure or for personal gain. "

"Even though the story is told from the point of view of the man," says producer Michael Crichton, "my goal was to have it be equally balanced, so that you can see it truly and clearly from two diametrically opposed views. I mean, both people in this story have an agenda."

THE CHARACTERS

"The characters that I'm attracted to in the movies I make are real people," explains Michael Douglas. "I like characters who have foibles, who have weaknesses. I'm not afraid to show somebody who has a weak side -- we all do. I like characters who struggle with moral dilemmas and hopefully arrive at the proper decision. And for me, Tom Sanders is very real."

Demi Moore believes of her character that "Meredith Johnson thinks faster and puts it all together quicker than most people and I think her character is subject to interpretation. She's aggressive and ambitious and really likes what she does -- she loves the entire corporate game.

"She's very single-minded in her drive and in her perception of the world. I don't think of her as a bad person," continues Moore. "I think she simply justifies her actions to create whatever her ultimate picture is -- even if that means pushing someone out of the way or stepping over somebody."

"Bob Garvin," Donald Sutherland says of his character, "owns DigiCom, a computer hardware company he developed from scratch and is now selling. He will probably make millions of dollars from the sale and he doesn't want anything to interfere with the merger- -yet suddenly there seem to be people undermining the process in all sorts of ways. Garvin has wanted very much to place women on higher levels in the workplace, to break what he calls the 'glass ceiling.' But when he promotes Meredith Johnson, all hell breaks loose at DigiCom.

"Bob Garvin's commitment to changing the sexual profile of his industry's hierarchy was admirable but general, and his approach was so smug and gung-ho that he completely overlooked the difference between ambition and talent and suffered the inevitable consequences. He didn't do his homework. "

ON THE SET

Much of the mysterious and deceptive behavior in "Disclosure" occurs in the DigiCom office building, which was built on the Warner Bros. lot in Burbank, California. According to production designer Neil Spisak, "The measure of control that you gain on a stage, and the freedom to do whatever you want to in terms of making the set work on film, made us decide to build the set from scratch."

"One of my concerns," recalls Levinson, "was that, since this movie has a lot of corporate intrigue, it had many scenes which take place in offices. I strongly felt that we had to come up with a design that allowed for some openness. When I discussed this with Neil, I found that he really got what it was I was aiming for."

Explains Spisak, "DigiCom needed to have a hard edge to it, with lots of glass and a modem look juxtaposed against the old red brick which is indigenous to the Pioneer Square area of Seattle. Barry liked the idea of using glass so that wherever you looked you'd see workers in their offices or stopping to chat. This seemed to fit the ominous sense that Barry was looking for -- a sort of 'Rear Window' effect, where you're looking across at people in their private spaces. "

Shooting in anamorphic, or wide-screen, format, director of photography Tony Pierce-Roberts took full advantage of the nooks and crannies on the DigiCom set, often utilizing steadicams and multi-camera set-ups. Says Pierce-Roberts, "I like realism and I like light sources. Between the palette that Neil Spisak devised for the film and the actual DigiCom set, my job was made that much easier and more enjoyable."

When not on stage, Levinson joined editor Stu Linder in the specially outfitted trailer which doubled as Levinson's office and as the editing trailer. "Disclosure" marks Linder's tenth editing collaboration with Levinson, so the two had an automatic shorthand when discussing the work at hand. Using a digital nonlinear editing system, they were able to evaluate the work in progress several times a day.

Following 10 weeks of filming in California, the company moved to Seattle, Washington. Based in the historic Smith Tower building, the "Disclosure" production filmed scenes in the Pike Place Market, the Four Seasons Olympia Hotel, Pioneer Square's J&M Cafe, the Conservatory in Volunteer Park, on Bainbridge Island and aboard the MV Tillikum, a Washington State Ferry which carried cast and crew across Puget Sound.

BRINGING A HIGH-TECH FUTURE INTO THE PRESENT

Michael Crichton's novels always seem to be one step ahead in predicting the topic of tomorrow's headlines. This time, a major plot point in "Disclosure" concerns the company's advanced use of virtual reality -- a technology that transports the user into an imaginary, three-dimensional universe created with computer software. First used to train pilots in flight simulators, virtual reality has more recently been used by NASA to simulate activity in space for astronauts.

To date, the only virtual reality available to the public has been in video arcades and amusement parks, because the hardware is complicated and often unwieldy. The user dons a headset that is hooked up to a computer; the "eyes" of the headset are two tiny television screens, each magnified by a set of lenses that saturate the user's field of vision with images generated by software. From inside the headset, the user "experiences" an entire environment and is able to move through it, reaching out to touch objects and interact with his or her surroundings.

The virtual reality sequence in "Disclosure" was created by Industrial Light & Magic and does not show the technology as it is currently available, but rather, a version of what is expected of that technology in the future.

In the story, DigiCom's breakthrough virtual reality demo system consists of large architectural environments in which users can walk around as though in a library and review company files. To create the visuals for this sequence, actors Michael Douglas and Joe Urla were shot against a special-effects blue screen, then digitally composited into three-dimensional model environments created completely in computer graphics. The effect is an eerie blend -- live-action drama played out in a synthetic world.

For Michael Crichton, the best accolade is the fact that "the computer publications all say that what we have in 'Disclosure' is going to happen. "

Part of the mystery at DigiCom surrounding Tom Sanders comes from various E-mail messages on his computer. As a state-of-the-art computer company, DigiCom required a high level of technical verisimilitude in its design and props, as well as some cutting-edge sparkle.

According to Spisak, "The computers add a definite texture to the movie. They give the corporation credibility and they are tools that the actors use to find information and help make the story more complete. We researched what exists now and what it means to be 'advanced' and where the technology will be five years from now.

"Silicon Graphics, which donated most of the computers used in the film, was very helpful in advising us on what is and what is going to be."

The computer department on "Disclosure" had a two-fold job to accomplish. It was up to engineering supervisor John Monsour and his crew to physically install the computers utilized in the film, and it was up to graphic supervisor Steven Anker to design all the graphics which would be visible on screens throughout the company, as well as those graphics which were integral to the plot.

Tucked beneath the floor of the stage was a small room containing the heart of "Disclosure"'s computer domain. A smaller computer area was set aside at the opposite end of the stage on the third floor. According to Monsour, "Because of the noise and logistics, we decided to consolidate the actual computers off-stage and only use live monitors, which are silent, on the set.

"Silicon Graphics loaned us 31 Indy computers, which ran the monitors upstairs, as well as an Onyx, which is used for most of the intensive 3-D graphics. Because we have prop computers under every monitor and each monitor is live, it gives the appearance that you have 85 working computers on the set. "

Recalls Steve Anker, "We wanted to create a graphic environment on the computer screen of a forward-looking company -- not what E-mail is, but what we thought it should be. It was sort of based in fantasy, not reality. The basic thing to remember is that there are no rules. You can make a computer do anything."

THE PLAYERS

MICHAEL DOUGLAS received the 1987 Academy Award for Best Actor for "Wall Street" and has additionally starred in such films as "Romancing the Stone," "The Jewel of the Nile," "Coma" (which was directed by Michael Crichton), "It's My Turn, "The Star Chamber, " "A Chorus Line, " "Fatal Attraction, " "The War of the Roses, "Black Rain, "Basic Instinct" and "Falling Down."

As a producer, Douglas' credits include the Academy Award-winning "One Flew Over the Cuckoo's Nest," as well as "The China Syndrome," "Flatliners" and "Made in America." Douglas co-produced "Stamian" and created the ABC-TV series based on the film.

DEMI MOORE has starred in some of the highest-grossing films of the past few years, including "Indecent Proposal," "A Few Good Men" and "Ghost," for which she received a Golden Globe nomination. Immediately after completing "Disclosure," Moore starred in director Roland Joffe's "The Scarlet Letter."

The actress' film debut was in the 1984 comedy "Blame It On Rio." She followed with roles in "No Small Affair," "St. Elmo's Fire," "One Crazy Summer," "About Last Night..."( the film adaptation of David Mamet's award-winning play "Sexual Perversity in Chicago"), "Wisdom," "The Seventh Sign," "We're No Angels" (a comedy with Robert DeNiro and Sean Penn), the 1991 thriller "Mortal Thoughts" (which she co-produced), "Nothing But Trouble" and "The Butcher's Wife."

Producer-director BARRY LEVINSON was awarded the 1988 Best Director Oscar for the multiple award-winning "Rain Man," starring Dustin Hoffman and Tom Cruise. His other film credits include "Good Morning, Vietnam, " which he directed; "Bugsy, " which he directed and produced (with Warren Beatty), and which was nominated for 10 Academy Awards, including Best Picture and Best Director; "Diner," his directorial debut, which he also wrote and produced (with Mark Johnson); "Tin Men," which he wrote, produced (with Johnson) and directed; and "Avalon," which he wrote, produced (again with Johnson) and directed.

As a screenwriter, Levinson has received three Academy Award nominations, for "...And Justice for All," "Diner" and "Avalon." Levinson's other directorial credits include "The Natural," starring Robert Redford; "Young Sherlock Holmes"; "Toys"; and "Jimmy Hollywood," which he also wrote and produced.

Recently, Levinson returned to Baltimore to film the television series "Homicide: Life on the Streets," the pilot for which was written by his "Disclosure" screenwriter, Paul Attanasio. His work on the critically acclaimed drama earned him an Emmy Award for Best Individual Director of a Drama Series.

After graduating from the Harvard Medical School, MICHAEL CRICHTON embarked on a career as a writer and filmmaker. Called "the father of the techno-thriller," his novels include The Andromeda Strain, The Great Train RobbeKy, Congo and Jurassic Park. He has also written four books of non-fiction including Five Patients, Jasper Johns and Travels.

His novels have been translated into 26 languages. Disclosure is the sixth to have been made into a film.

Crichton has directed six films, among them "Westworld," "Coma" (which starred Michael Douglas) and "The Great Train Robbery."