<PAGE> 1
Filed pursuant to Rule 424(b)(3)
Registration No. 33-30694
PROSPECTUS
KING WORLD PRODUCTIONS, INC.
COMMON STOCK
This Prospectus relates to shares of Common Stock, $.01 par value ("Common
Stock"), of King World Productions, Inc. (the "Company" or "King World") issued
to certain officers, directors and employees of the Company and its
subsidiaries upon the exercise of options granted under the Company's 1989
Stock Option and Restricted Stock Purchase Plan (the "Stock Plan" or the
"Plan") or pursuant to restricted stock awards under the Stock Plan. This
Prospectus also relates to shares of Common Stock that were issued or are
subject to outstanding options granted under the Company's Incentive Stock
Option Plan and Non-Qualified Stock Option Plan (the "Original Stock Plans"),
which were amended and restated in their entirety by the Plan.
The shares of Common Stock offered hereby may be offered and sold, from
time to time, in the regular way on the over-the-counter market or such
national securities exchange upon which the Common Stock is traded at the time
of such sales, at prices prevailing at the time of such sales, and the
commissions payable will be the regular commissions of brokers for effecting
such sales. The Company will not receive any of the proceeds from such sales.
See "Selling Stockholders".
The Common Stock is traded on the New York Stock Exchange. On June 3,
1994, the closing price of the Common Stock was $38 3/4 per share.
-------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY
THE SECURITIES AND EXCHANGE COMMISSION NOR HAS THE
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
--------------------
No person has been authorized to give any information or make any
representation other than is contained in this Prospectus, and, if given or
made, such information or representation must not be relied upon as having been
authorized by the Company or any Selling Stockholder. This Prospectus does not
constitute an offer to sell or a solicitation of an offer to buy any security
offered hereby in any jurisdiction to any person to whom it is unlawful to make
such offer or solicitation in such jurisdiction. Neither the delivery of this
Prospectus nor any
<PAGE> 2
sale made hereunder shall, under any circumstances, create any implication
that there has been no change in the affairs of the Company since the date
hereof or that the information contained herein is correct as of any time
subsequent to its date.
--------------------
The date of this Prospectus is June 6, 1994.
2
<PAGE> 3
TABLE OF CONTENTS
<TABLE>
<S> <C>
Available Information. . . . . . . . . . . . . . . . . . 1
Selling Stockholders . . . . . . . . . . . . . . . . . . 2
Incorporation of Certain Documents By Reference. . . . . 3
Legal Matters. . . . . . . . . . . . . . . . . . . . . . 3
Experts. . . . . . . . . . . . . . . . . . . . . . . . . 4
Other Matters. . . . . . . . . . . . . . . . . . . . . . 4
</TABLE>
(i)
<PAGE> 4
AVAILABLE INFORMATION
The Company has filed with the Securities and Exchange Commission (the
"Commission") a Registration Statement (the "Registration Statement") under the
Securities Act of 1933 with respect to the shares of Common Stock offered
hereby. This Prospectus does not contain all the information set forth in the
Registration Statement. For further information, reference is made to the
Registration Statement and to the exhibits filed therewith. Each statement
made in this Prospectus referring to a document filed as an exhibit to the
Registration Statement or incorporated herein by reference is qualified by
reference to such document.
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934 (the "Exchange Act") and in accordance therewith files
reports and other information with the Commission. Reports, proxy statements
and other information filed by the Company can be inspected and copies at Room
1024 of the offices of the Commission at 450 Fifth Street, N.W., in Washington,
D.C. 20549, and at the Commission's regional offices located at 7 World Trade
Center, 13th Floor, New York, New York 10048 and Suite 1400, 500 West Madison
Street, Chicago, Illinois 60661. Copies of such materials can also be obtained
from the Public Reference Section of the Commission, at 450 Fifth Street, N.W.,
Washington, D.C. 20549, at prescribed rates.
The Common Stock of the Company is listed on the New York Stock Exchange.
Reports, proxy statements and other information filed by the Company with the
Commission can be inspected at said exchange.
The Company will promptly furnish, without charge, to each person to
whom this Prospectus is delivered, upon written request of such person, a
copy of any and all of the information that has been incorporated by reference
in this Prospectus (other than exhibits to such information, unless such
exhibits are specifically incorporated by reference into such information).
Requests for such copies should be directed to the Controller, King World
Productions, Inc., 830 Morris Turnpike, Short Hills, New Jersey 07078,
telephone number (201) 376-1313.
<PAGE> 5
SELLING STOCKHOLDERS
<TABLE>
<CAPTION>
Shares Benefi-
Position with cially Owned Shares Offered
Name the Company Prior to Offering Hereby
- ---- ------------- ----------------- --------------
Number Percent Number
------ ------- ------
<S> <C> <C> <C> <C>
Jeffrey E. Chief Financial Officer 150,000 .4% 210,000
Epstein
Steven R. Hirsch President, Camelot Entertainment 42,000 .1% 42,000
Sales Inc.
Steven A. Controller 68,000 .1% 68,000
LoCascio
James M. Rupp Director 17,868 * 12,138
Joel Chaseman Director 22,500 * 22,500
</TABLE>
* Less than .1%
2
<PAGE> 6
Selling Stockholders may, from time to time, offer all or part of the
shares acquired by them upon the exercise of Options or Awards granted by the
Company under its Stock Plan, in the regular way on the over-the-counter
market. The Company will pay all expenses in preparing and reproducing the
Registration Statement of which this Prospectus is a part, but will not
receive any part of the proceeds of any sales of such shares. The Selling
Stockholders will pay the brokerage commissions charged to sellers in
connection with such sales.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
There are incorporated in this Prospectus by reference the following
documents which have been filed with the Securities and Exchange Commission:
(a) Annual Report of the Company on Form 10-K for the fiscal year ended
August 31, 1993, filed pursuant to Section 13 of the Exchange Act;
(b) Quarterly Report of the Company on Form 10-Q for the fiscal quarter
ended November 30, 1993, filed pursuant to Section 13 of the Exchange Act;
(c) Quarterly Report of the Company on Form 10-Q for the fiscal quarter
ended February 28, 1994, filed pursuant to Section 13 of the Exchange Act;
(d) Current Report of the Company on Form 8-K dated March 18, 1994,
filed pursuant to Section 13 of the Exchange Act; and
(e) "Description of Registrant's Securities to be Registered"
contained in the Registration Statement of the company on Form 8-A filed
with the Commission on August 22, 1986 and "Description of Capital Stock"
contained in the Company's Registration Statement on Form S-1 (No. 33-8357).
All reports subsequently filed by the Company pursuant to Section 13,
14 or 15(d) of the Exchange Act prior to the termination of the offering shall
be deemed to be incorporated by reference in this Prospectus and to be a part
hereof from the date of filing of such documents.
LEGAL MATTERS
The validity of the shares of Common Stock offered hereby will be
passed upon for the Company by Reboul, MacMurray,
3
<PAGE> 7
Hewitt, Maynard & Kristol, 45 Rockefeller Plaza, New York, New York 10111.
EXPERTS
The consolidated financial statements of King World Productions, Inc. and
subsidiaries incorporated by reference in this Prospectus and elsewhere in the
Registration Statement have been examined by Arthur Andersen & Co., independent
certified public accountants, as indicated in their report with respect thereto,
and are incorporated herein by reference in reliance upon the authority of said
firm as experts in accounting and auditing in giving said report.
OTHER MATTERS
The General Corporation Law of the State of Delaware provides that, under
certain circumstances, directors, officers, employees or agents of a
Delaware corporation may be indemnified against expenses, payments, fines and
amounts actually and reasonably incurred by them in connection with settling, or
otherwise disposing of, suits or threatened suits, to which they are a party or
threatened to be named a party by reason of acting in any of such capacities, if
such person acted in good faith and in a manner such person reasonably believed
to be in, or not opposed to, the best interests of the corporation. The By-laws
of the Company provide for indemnification of officers and directors under the
circumstances, and to the extent, permitted by law. In addition, the Company
has entered into an indemnification agreement with each of the members of the
Board of Directors whereby the Company has promised to indemnify the directors
to the fullest extent allowed under Delaware corporate law and to maintain a
directors' and officers' insurance policy in an amount not less than
$2,000,000. Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers or persons
controlling the Company pursuant to the foregoing provisions and agreements,
the Company has been informed that, in the opinion of the Commission, such
indemnification is against public policy as expressed in such Act and is
therefore unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Company of expenses incurred or
paid by a director, officer or controlling person of the Company in a successful
defense of any action, suit or proceeding) is asserted by such director, officer
or controlling person in connection with the securities being registered
hereunder, the Company will, unless in the opinion of its counsel the question
has already been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question of whether such indemnification by
4
<PAGE> 8
it is against public policy as expressed in the Securities Act of 1933 and
will be governed by the final adjudication of such issue.
5
