<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended February 28, 1994
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Transition Period from ----- to --------
Commission File Number 1-9244
-----------------------------
KING WORLD PRODUCTIONS, INC.
------------------------------------------------------
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
Delaware 13-2565808
- ------------------------------- -----------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
</TABLE>
<TABLE>
<S> <C>
1700 Broadway
New York, New York 10019
- ---------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
</TABLE>
Registrant's telephone number, including area code: 212 315-4000
------------
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports) and (2) has been subject to such
filing requirements for the past 90 days. Yes X No
----- ------
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date. Common Stock, $.01 par value,
36,944,319 shares outstanding as of April 8, 1994.
<PAGE> 2
KING WORLD PRODUCTIONS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
ASSETS
(Dollars in thousands)
<TABLE>
<CAPTION>
February 28, August 31,
1994 1993
------------ ----------
(Unaudited)
<S> <C> <C>
CURRENT ASSETS:
Cash and cash equivalents . . . . . . . . . . . . . . $378,604 $300,219
Accounts receivable (net of
allowance for doubtful accounts
of $4,312 and $4,212 at
February 28, 1994 and August 31,
1993, respectively) . . . . . . . . . . . . . . . . 168,079 101,667
Producer loans, advances and
deferred costs . . . . . . . . . . . . . . . . . . 15,611 25,600
Other current assets . . . . . . . . . . . . . . . . 228 235
-------- --------
Total current assets . . . . . . . . . . . . . . . 562,522 427,721
-------- --------
LONG-TERM INVESTMENTS, at cost,
which approximates market . . . . . . . . . . . . 78,508 84,270
-------- --------
LONG-TERM ACCOUNTS RECEIVABLE (net of
unamortized discount of $55
and $79 at February 28, 1994 and
August 31, 1993, respectively) . . . . . . . . . . . 609 576
-------- --------
FIXED ASSETS, at cost . . . . . . . . . . . . . . . . . . 10,215 10,384
Less - accumulated depreciation
and amortization . . . . . . . . . . . . . . . . . . (8,814) (8,573)
-------- --------
1,401 1,811
-------- --------
OTHER ASSETS . . . . . . . . . . . . . . . . . . . . . . 20,631 21,168
-------- --------
$663,671 $535,546
======== ========
</TABLE>
The accompanying Notes to Consolidated Financial Statements
are an integral part of these balance sheets.
2
<PAGE> 3
KING WORLD PRODUCTIONS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS (continued)
LIABILITIES AND STOCKHOLDERS' EQUITY
(Dollars in thousands)
<TABLE>
<CAPTION>
February 28, August 31,
1994 1993
------------ ----------
(Unaudited)
<S> <C> <C>
CURRENT LIABILITIES:
Accounts payable and
accrued liabilities . . . . . . . . . . . . . . $ 21,460 $ 7,832
Payable to producers and others . . . . . . . . . . . 139,294 109,016
Income taxes payable:
Current . . . . . . . . . . . . . . . . . . . 21,334 13,559
Deferred . . . . . . . . . . . . . . . . . . 22,566 10,966
-------- --------
Total current liabilities. . . . . . . . . 204,654 141,373
-------- --------
STOCKHOLDERS' EQUITY:
Preferred stock, $.01 par value;
5,000,000 shares authorized,
none issued . . . . . . . . . . . . . . . . . . -- --
Common stock, $.01 par value;
75,000,000 shares autho-
rized, 49,553,213 shares
and 49,505,363 shares issued
at February 28, 1994 and
August 31, 1993, respectively . . . . . . . . . 495 495
Paid in capital . . . . . . . . . . . . . . . . . . . 78,482 76,647
Retained earnings . . . . . . . . . . . . . . . . . . 640,048 577,039
Treasury stock, at cost; 12,207,794
shares at February 28, 1994 and
August 31, 1993. . . . . . . . . . . . . . . . . (260,008) (260,008)
-------- --------
459,017 394,173
-------- --------
$663,671 $535,546
======== ========
</TABLE>
The accompanying Notes to Consolidated Financial Statements
are an integral part of these balance sheets.
3
<PAGE> 4
KING WORLD PRODUCTIONS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
February 28, February 28,
-------------------- -------------------
1994 1993 1994 1993
-------- -------- -------- --------
(Dollars in thousands)
<S> <C> <C> <C> <C>
REVENUES....................... $137,138 $113,079 $330,182 $282,793
-------- -------- -------- --------
EXPENSES:
Producers fees, programming
and other direct
operating costs............ 81,297 62,080 193,140 155,902
Selling, general and
administrative expenses.... 19,771 14,370 42,710 32,529
-------- -------- -------- --------
101,068 76,450 235,850 188,431
-------- -------- -------- --------
Income from operations..... 36,070 36,629 94,332 94,362
INTEREST AND
DIVIDEND INCOME.............. 3,167 2,368 6,368 5,749
-------- -------- -------- --------
Income before provision
for income taxes......... 39,237 38,997 100,700 100,111
PROVISION FOR INCOME TAXES..... 14,950 14,944 37,691 37,556
-------- -------- -------- --------
Net income................. $ 24,287 $ 24,053 $ 63,009 $ 62,555
======== ======== ======== ========
PRIMARY EARNINGS PER
SHARE........................ $ .64 $ .62 $ 1.65 $ 1.62
======== ======== ======== ========
</TABLE>
The accompanying Notes to Consolidated Financial Statements
are an integral part of these statements.
4
<PAGE> 5
KING WORLD PRODUCTIONS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
Six Months Ended
February 28,
-----------------
1994 1993
-------- --------
(Dollars in thousands)
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 63,009 $ 62,555
Items not affecting cash:
Depreciation and amortization . . . . . . . . . . . . . . . . . 241 873
Provision for doubtful accounts . . . . . . . . . . . . . . . . 100 250
Noncurrent deferred income taxes . . . . . . . . . . . . . . . -- 1,364
Amortization of deferred compensation . . . . . . . . . . . . . 58 1,377
Change in assets and liabilities:
Accounts receivable . . . . . . . . . . . . . . . . . . . . . . (66,520) (49,647)
Producer loans, advances and
deferred costs . . . . . . . . . . . . . . . . . . . . . . 9,989 10,828
Accounts payable and accrued
liabilities . . . . . . . . . . . . . . . . . . . . . . . . 13,628 2,073
Payable to producers and others . . . . . . . . . . . . . . . . 30,278 18,693
Income taxes payable . . . . . . . . . . . . . . . . . . . . . 19,375 (8,123)
Other, net . . . . . . . . . . . . . . . . . . . . . . . . . . 837 683
-------- --------
Net cash provided by operating activities . . . . . . . . . . . . . . 70,995 40,926
-------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
(Increase) decrease in investments . . . . . . . . . . . . . . . . . . 5,762 (30,231)
Additions to fixed assets . . . . . . . . . . . . . . . . . . . . . . (150) (881)
-------- --------
Net cash provided by
(used in) investing activities . . . . . . . . . . . . . . . . . . . 5,612 (31,112)
-------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of common stock . . . . . . . . . . . . . . . . . 1,778 35,353
Purchase of treasury stock . . . . . . . . . . . . . . . . . . . . . . . -- (73,190)
-------- --------
Net cash provided by (used in)
financing activities . . . . . . . . . . . . . . . . . . . . . . . . 1,778 (37,837)
-------- --------
NET INCREASE (DECREASE) IN CASH AND
CASH EQUIVALENTS . . . . . . . . . . . . . . . . . . . . . . . . . . 78,385 (28,023)
CASH AND CASH EQUIVALENTS AT BEGINNING
OF PERIOD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 300,219 311,082
-------- --------
CASH AND CASH EQUIVALENTS AT END
OF PERIOD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $378,604 $283,059
======== ========
</TABLE>
The accompanying Notes to Consolidated Financial Statements
are an integral part of these statements.
5
<PAGE> 6
KING WORLD PRODUCTIONS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(1) Summary of significant accounting policies
Principles of consolidation
The accompanying consolidated financial statements include the
accounts of King World Productions, Inc. ("King World") and its wholly-owned
subsidiaries. All significant intercompany transactions have been eliminated.
Unless the context suggests otherwise, the "Company", as used herein, means
King World and its subsidiaries.
The unaudited consolidated financial statements for the three
months and six months ended February 28, 1994 have been prepared in accordance
with the instructions to Form 10-Q and do not include all of the information
and disclosures required by generally accepted accounting principles for
complete financial statements. For further information, reference is made to
the consolidated financial statements for the fiscal year ended August 31, 1993
and the footnotes related thereto included in the Company's Annual Report on
Form 10-K from which the August 31, 1993 balances presented herein have been
derived.
The results of operations for the three months and six months
ended February 28, 1994 are not necessarily indicative of the results of
operations for the full year. The unaudited consolidated financial statements
presented herein include, in the opinion of management, all adjustments
(consisting only of normal recurring accruals) necessary for a fair
presentation of the results of operations for such periods.
Principal properties
The Company's principal properties are licenses to distribute
The Oprah Winfrey Show, Wheel of Fortune and Jeopardy!; and Inside Edition, a
first-run syndicated series produced and distributed by the Company. The Oprah
Winfrey Show accounted for approximately 40% and 42% of revenues for the six
months ended February 28, 1994 and 1993, respectively; Wheel of Fortune
accounted for approximately 18% and 21% of revenues, respectively, for such
periods; Jeopardy! accounted for approximately 20% and 21% of revenues,
respectively, for such periods; and Inside Edition accounted for approximately
7% and 8% of revenues, respectively, for such periods.
6
<PAGE> 7
KING WORLD PRODUCTIONS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Stockholders' equity
Primary earnings per share has been computed using the
weighted average number of common shares outstanding of 38,096,000 and
38,555,000 shares, respectively, for the three months ended February 28, 1994
and 1993, and 38,097,000 and 38,559,000 shares, respectively, for the six
months ended February 28, 1994 and 1993, which includes the dilutive effect
from the assumed exercise of vested and unvested stock options outstanding as
of the end of the period. The difference between primary and fully diluted
earnings per share for both periods presented was not significant.
On December 18, 1992, the Company announced that the Board of
Directors had approved a program to repurchase up to 2,000,000 shares of its
Common Stock from time to time in the open market and in privately negotiated
transactions. In the fiscal year ended August 31, 1993, an aggregate 765,200
shares of Common Stock were repurchased in open market transactions for an
aggregate consideration of approximately $24.8 million. No such repurchases
were made in the six months ended February 28, 1994. Between March 22, 1994
and March 30, 1994, the Company purchased an aggregate 403,100 shares of Common
Stock under such program in open market transactions for an aggregate
consideration of approximately $15.7 million, which represented an average
price of $39 per share.
7
<PAGE> 8
Item 2. Management's Discussion and Analysis of
Results of Operations and Financial Condition
COMPARISON OF THREE MONTHS AND SIX MONTHS ENDED FEBRUARY 28, 1994 AND 1993
For the three months ended February 28, 1994, the Company's
revenues increased by approximately 21% compared to the second quarter of
fiscal 1993. The increase was primarily due to the introduction of three new
shows produced and distributed by the Company: American Journal and The Les
Brown Show, which debuted in September 1993, and Rolonda, which debuted in
January 1994. The Les Brown Show was canceled in January 1994. To a lesser
extent, such increase reflected increased cash license fees from Wheel of
Fortune and Jeopardy!, primarily due to a greater number of shows produced in
the period. Revenues from The Oprah Winfrey Show and Inside Edition in the
second quarter of fiscal 1994 were comparable to the second quarter of fiscal
1993, notwithstanding a smaller number of shows produced during the current
period, reflecting higher revenues on a per show basis. The Oprah Winfrey
Show, Wheel of Fortune, Jeopardy! and Inside Edition accounted for
approximately 31%, 16%, 27% and 8%, respectively, of the Company's revenues for
the three months ended February 28, 1994, compared to 40%, 17%, 26% and 9%,
respectively, for the corresponding period of the prior year. American
Journal, Rolonda and The Les Brown Show accounted for 5%, 3% and 1%,
respectively, of the Company's revenues for the three months ended February 28,
1994.
The Company's revenues for the six months ended February 28,
1994 increased by approximately 17% from the corresponding period of the prior
year. Such increases were due to the introduction of new shows, as discussed
above, and increased cash license fees from The Oprah Winfrey Show in the first
quarter of fiscal 1994, reflecting higher license fees per show for the
1993-1994 broadcast season and a greater number of shows produced in the first
quarter. The Oprah Winfrey Show, Wheel of Fortune, Jeopardy! and Inside
Edition accounted for approximately 40%, 18%, 20% and 7%, respectively, of the
Company's revenues for the six months ended February 28, 1994, compared to 42%,
21%, 21% and 8%, respectively, for the corresponding period of the prior year.
American Journal, Rolonda and The Les Brown Show accounted for 4%, 1% and 2%,
respectively, of the Company's revenues for the six months ended February 28,
1994.
License fees for first-run syndicated television properties
are recognized at the commencement of the license period pursuant to
noncancelable agreements and as each show is produced and becomes available for
its first broadcast (even though the particular show may not be broadcast by a
television
8
<PAGE> 9
station for several months). The Company receives a portion of such license
fees in the form of retained advertising time, which is sold to advertisers by
Camelot Entertainment Sales, Inc., a wholly-owned subsidiary of the Company.
Such revenues are recognized when the time is sold pursuant to noncancelable
agreements and as the shows on which the advertising is to be aired are
produced and become available for broadcast, in amounts adjusted for expected
ratings. Because quarterly variations in the production of first-run
television programs distributed by the Company have an effect on the Company's
revenues and related costs from quarter to quarter, comparisons of the
quarterly results of operations are not necessarily indicative of longer term
trends in the Company's business.
Producers fees, programming and other direct operating costs
primarily include the producers' share of both cash license fees from the sale
of programming to television stations and revenues derived from the sale of
retained advertising time to advertisers with respect to programming
distributed by the Company; participation fees payable by the Company to
producers and talent; and production and distribution costs for first-run
syndicated programming. The share of license fees payable by the Company to
producers, talent and others is generally paid as cash license fees and
revenues derived from the sale of retained advertising time are received from
television stations and advertisers.
Producers fees, programming and other direct operating costs
increased by 31% and 24%, respectively, for the three months and six months
ended February 28, 1994, primarily as a result of increased production costs
associated with the introduction of American Journal, The Les Brown Show and
Rolonda. In the three months ended February 28, 1994, such costs also
increased due to greater revenues from Wheel of Fortune and Jeopardy!, a
portion of which is payable to the producer of such programming. In addition,
in the six months ended February 28, 1994, such costs increased as a result of
the higher level of revenue generated by The Oprah Winfrey Show (of which the
producer is entitled to a greater percentage in the 1993-1994 broadcast season
compared with the prior season).
Selling, general and administrative expenses for the three and
six months ended February 28, 1994 increased by approximately 38% and 31%,
respectively, compared with the corresponding periods of the prior year. Such
increases primarily resulted from increased advertising and promotion costs
associated with the introduction of American Journal, The Les Brown Show and
Rolonda. (During the corresponding period of fiscal 1993, no new shows were
introduced.) The Company expects that continued advertising and promotional
efforts for American Journal and
9
<PAGE> 10
Rolonda will result in additional expenditures during the remaining half of
fiscal 1994.
In December 1993, the Company entered into new employment
agreements with its four highest paid executive officers. The agreements
provide, among other things, for bonuses that are intended to qualify as
"performance based compensation" (within the meaning of Section 162(m) of the
Internal Revenue Code of 1986, as amended). The payment of such bonuses is
contingent upon the Company's achieving specified performance goals, including,
in certain cases, specified target prices for the Company's Common Stock during
preestablished measurement periods. As a result, the Company's compensation
expense will increase if the Common Stock price exceeds the specified target
prices during the applicable measurement periods. The first measurement date
for such bonuses is August 31, 1994.
Due to the factors discussed above, the Company's operating
income for the three months and six months ended February 28, 1994 was
comparable to the corresponding periods of the prior year. Reflecting slightly
higher interest income generated by increased investments, net income increased
by approximately 1% for the three months and six months ended February 28,
1994. Primary earnings per share increased by approximately 3% and 2%,
respectively, in the three months and six months ended February 28, 1994 as a
result of increased net income and the smaller number of shares outstanding.
Because quarterly variations in the production of first run
television programs distributed by the Company have an effect on the Company's
revenues and related costs from quarter to quarter, the Company believes that
the twelve-month cumulative results of its operations may be helpful in
evaluating its ongoing financial performance. The following table sets forth
selected financial data derived from the Company's consolidated statements of
income for the twelve months ended February 28, 1994 and 1993, respectively
(dollars in thousands, except per share data):
<TABLE>
<CAPTION>
Twelve Months Ended
February 28,
-----------------------
1994 1993
-------- --------
(Unaudited)
<S> <C> <C>
Revenues . . . . . . . . . . . . . . . . . . . . . . . . $521,701 $466,236
Net income . . . . . . . . . . . . . . . . . . . . . . . 102,390 99,598
Primary earnings per share . . . . . . . . . . . . . . . 2.68 2.57
</TABLE>
10
<PAGE> 11
As a result of a financial restructuring effected in August
1992, Buffalo Broadcasting Co. Inc., formerly a wholly-owned subsidiary of the
Company ("Buffalo"), was deconsolidated from the financial statements of the
Company as of August 4, 1992. The results of operations of Buffalo through
August 4, 1992 are included in net income for the twelve months ended February
28, 1993, which had the effect of decreasing primary earnings per share by $.09
for the period. Revenues for the twelve months ended February 28, 1993 have
been restated to give effect to the deconsolidation of Buffalo from King World,
and therefore exclude the revenues of Buffalo.
The Company's results of operations are highly dependent upon
the viewing preferences of television audiences and the Company's ability to
acquire distribution rights to, or itself produce, television programming that
achieves broad and enduring audience acceptance. The success of the Company's
programming could be significantly affected by changes in viewer preferences or
the unavailability of new programming or talent. Moreover, the amount of
revenue derived from the sale of retained advertising time is dependent upon a
large number of factors, such as household ratings, the demographic composition
of the viewing audience, and economic conditions generally and in the
advertising business in particular. In the recent past, the advertising market
has been somewhat depressed, although conditions generally improved in fiscal
1993 compared to fiscal 1992 and the improvement has continued into the first
half of fiscal 1994. Such factors also have an impact on the amount of cash
license fees the Company receives from its programming and, for some
programming, the rates for the current broadcast season and subsequent seasons
for which the programming has been renewed are generally somewhat lower than
license fee rates for past seasons. Unless this effect is offset by increased
license fees from the Company's other existing programming and from newly
acquired or newly produced programming, the Company's operating results will be
adversely affected.
LIQUIDITY AND CAPITAL RESOURCES
The Company requires capital resources to fund development,
production and promotion costs of independently produced programming,
including, in some instances, advances to producers and talent, to produce its
own programs and to acquire distribution rights to new programming. In
acquiring distribution rights from independent producers, King World has tried
to avoid making significant capital commitments to such producers until it has
obtained broadcast commitments from a substantial number of television
stations. In the past, King World has attempted in many instances to reduce
its capital commitment to new programming by developing new programs and series
through partnerships
11
<PAGE> 12
and joint ventures and by test marketing newly developed programs prior to
making significant commitments to the funding of production costs.
As a result of these strategies and the success of its
existing syndication properties, to date, King World has funded substantially
all programming acquisition, development and production costs and advances from
its operations.
Notwithstanding the Company's efforts to limit its risk, the
distribution of television programming is highly competitive and the Company
may be obliged to offer, among other things, guarantees and cash advances to
acquire, renew or extend distribution rights. In connection with the extension
for the 1993-1994 and 1994-1995 broadcast seasons of the commitment by Harpo,
Inc. ("Harpo"), the producer of The Oprah Winfrey Show, to produce The Oprah
Winfrey Show for those seasons, the Company made an interest-free loan to Harpo
and is obligated to pay Harpo certain minimum amounts against its participation
fees for such periods, irrespective of the amount of license fees generated by
the series in such periods. Such loan is repayable in two equal installments
of $8,625,000 on July 1, 1994 and July 1, 1995. The Company believes, based on
sales of The Oprah Winfrey Show to date, that revenues from the series will be
sufficient to cover such minimum amounts and to enable Harpo to repay the loan.
In addition, Harpo is entitled to greater participation fees in the 1993-1994
broadcast season as compared to past seasons.
On March 17, 1994, the Company and Harpo announced that they
had entered into an extension and modification of their existing distribution
agreement relating to the distribution of The Oprah Winfrey Show in the
1995-1996 through the 1999-2000 television seasons. Under the terms of the
modified agreement, the Company has been granted the exclusive right and has
agreed to distribute The Oprah Winfrey Show in first-run syndication in
domestic television markets and in international television markets, subject to
Harpo's and Ms. Winfrey's right to decline to produce and host the show in any
season after the 1995-1996 season. The modified agreement, among other things,
establishes the production fees payable to Harpo in each of the subject seasons
and commits the Company to guaranty payments to Harpo at levels which,
commencing with the 1995-1996 season, will be substantially higher than those
currently in effect. In addition, in the 1997- 1998 season and thereafter,
profit sharing arrangements between Harpo and the Company currently in effect
will terminate and the Company will instead receive distribution fees based on
a percentage of gross revenues derived from the series. In connection with the
extension of its agreement with Harpo, the Company paid Harpo a $60,000,000
advance against Harpo's profit participation for the 1995-1996 broadcast
season. For more information regarding the extension of the Company's
12
<PAGE> 13
contract with Harpo, reference is made to the Company's Current Report on Form
8-K filed with the Securities and Exchange Commission on March 18, 1994.
As King World has developed and produced its own programming
for syndication, it has assumed a greater portion of the risk associated with
the introduction of a new series. The introduction of American Journal and The
Les Brown Show in the 1993-1994 broadcast season, and Rolonda, which premiered
in first-run syndication in January 1994, has required the expenditure by King
World of substantial amounts to fund development, production and promotion
costs. The Company has funded and intends to continue to fund such costs out
of its internal cash resources.
From time to time, the Company has used cash reserves and/or
borrowed funds to make acquisitions of and investments in broadcast and related
properties in the entertainment field, to repurchase shares of its Common Stock
and to fund development and production of new programming. The Company
continues to evaluate opportunities in these areas, and may seek to raise
capital in public or private securities markets to finance such activities if
it considers it advantageous to do so.
In December 1992, the Company announced that the Board of
Directors had approved a program to repurchase up to 2,000,000 shares of its
Common Stock from time to time in the open market and in privately negotiated
transactions. In the fiscal year ended August 31, 1993, an aggregate 765,200
shares of Common Stock were repurchased in open market transactions for an
aggregate consideration of approximately $24.8 million. No such repurchases
were made in the six months ended February 28, 1994. Between March 22, 1994
and March 30, 1994, the Company purchased an aggregate 403,100 shares of Common
Stock under such program in open market transactions for an aggregate
consideration of approximately $15.7 million, which represented an average
price of $39 per share. Such purchases were financed, and any additional
purchases under the stock repurchase program are to be financed, out of the
Company's available cash and liquid investments. The Company intends to
continue to repurchase shares of Common Stock in the open market and in
privately negotiated transactions if and when it deems it advantageous to do
so.
As of February 28, 1994, the Company's accounts receivable
amounted to approximately $168.7 million (net of allowance for doubtful
accounts and unamortized discount to present value), substantially all of which
was due within one year. Based on its past experience and current
expectations, the Company maintains an allowance for doubtful accounts which
was approximately $4.3 million at February 28, 1994.
13
<PAGE> 14
PART II - OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY-HOLDERS
At the Company's 1994 annual meeting of stockholders, held on
January 24, 1994, an aggregate 26,793,547 shares of Common Stock were present
in person or by proxy. Votes cast for and against, abstentions and broker
non-votes for the matters submitted to a vote of security-holders were as
follows:
(i) ELECTION OF DIRECTORS:
<TABLE>
<CAPTION>
Authority
Votes to Vote
Nominee For Withheld
- ------- ----- --------
<S> <C> <C>
Michael King 26,376,457 417,090
Roger King 26,376,457 417,090
Richard King 26,376,779 416,768
</TABLE>
(ii) ADOPTION OF KING WORLD PRODUCTIONS, INC. AMENDED AND
RESTATED STOCK OPTION AND RESTRICTED STOCK PURCHASE PLAN:
<TABLE>
<CAPTION>
Votes Votes Broker
For Against Abstentions Non-Votes
- ----- ------- ----------- ---------
<S> <C> <C> <C>
24,332,171 2,417,310 44,066 --
</TABLE>
(iii) APPROVAL OF PERFORMANCE BASED COMPENSATION ARRANGEMENTS
WITH THE COMPANY'S FIVE HIGHEST-PAID EXECUTIVE OFFICERS:
(a) Performance based compensation arrangements of
Michael King:
<TABLE>
<CAPTION>
Votes Votes Broker
For Against Abstentions Non-Votes
- ----- ------- ----------- ---------
<S> <C> <C> <C>
22,389,553 893,923 160,939 3,349,132
</TABLE>
(b) Performance based compensation arrangements of Roger King:
<TABLE>
<CAPTION>
Votes Votes Broker
For Against Abstentions Non-Votes
- ----- ------- ----------- ---------
<S> <C> <C> <C>
22,382,835 893,927 167,653 3,349,132
</TABLE>
14
<PAGE> 15
(c) Performance based compensation arrangements of
Stephen W. Palley:
<TABLE>
<CAPTION>
Votes Votes Broker
For Against Abstentions Non-Votes
- ----- ------- ----------- ---------
<S> <C> <C> <C>
22,401,044 881,814 161,557 3,349,132
</TABLE>
(d) Performance based compensation arrangements of
Steven R. Hirsch:
<TABLE>
<CAPTION>
Votes Votes Broker
For Against Abstentions Non-Votes
- ----- ------- ----------- ---------
<S> <C> <C> <C>
22,417,087 865,812 161,516 3,349,132
</TABLE>
(e) Performance based compensation arrangements of
Jeffrey E. Epstein:
<TABLE>
<CAPTION>
Votes Votes Broker
For Against Abstentions Non-Votes
- ----- ------- ----------- ---------
<S> <C> <C> <C>
22,414,578 869,523 160,314 3,349,132
</TABLE>
(iv) APPOINTMENT OF ARTHUR ANDERSEN & CO. AS AUDITORS FOR THE
FISCAL YEAR ENDING AUGUST 31, 1994:
<TABLE>
<CAPTION>
Votes Votes Broker
For Against Abstentions Non-Votes
- ----- ------- ----------- ---------
<S> <C> <C> <C>
26,767,308 13,217 13,022 --
</TABLE>
15
<PAGE> 16
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
KING WORLD PRODUCTIONS, INC.
By: /s/ Jeffrey E. Epstein
--------------------------------
Jeffrey E. Epstein
As Chief Financial Officer
and on behalf of the Registrant
April 13, 1994
16
