<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 8)
King World Productions, Inc.
(Name of Issuer)
Common Stock, $.01 par value
(Title of Class of Securities)
495667105
(CUSIP Number)
Roger King Mark J. Tannenbaum, Esq.
King World Productions, Inc. Reboul, MacMurray, Hewitt,
1700 Broadway Maynard & Kristol
New York, New York 10019 45 Rockefeller Plaza
Tel. (212) 315-4000 New York, New York 10111
Tel. (212) 841-5700
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
May 3, 1996
(Date of Event Which Requires
Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d- 1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with this statement [ ].
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CUSIP No. 495667105 Page 2 of 9 Pages
1) Name of Reporting Person Roger King
S.S. or I.R.S. Identification
No. of Above Person
- --------------------------------------------------------------------------------
2) Check the Appropriate Box (a) [X]
if a Member of a Group (b) [ ]
- --------------------------------------------------------------------------------
3) SEC Use Only
- --------------------------------------------------------------------------------
4) Source of Funds Not Applicable
- --------------------------------------------------------------------------------
5) Check if Disclosure of
Legal Proceedings is Not Applicable
Required Pursuant to
Items 2(d) or 2(e)
- --------------------------------------------------------------------------------
6) Citizenship or Place
of Organization United States
- --------------------------------------------------------------------------------
Number of 7) Sole Voting 2,024,900 shares of
Shares Beneficially Power Common Stock, $.01
Owned by Each par value
Reporting Person:
---------------------------------------------------
8) Shared Voting
Power 0
---------------------------------------------------
9) Sole Disposi- 2,024,900 shares of
tive Power Common Stock, $.01 par
value
---------------------------------------------------
10) Shared Dis-
positive Power 0
---------------------------------------------------
11) Aggregate Amount Beneficially 2,024,900 shares of
Owned by Each Reporting Person Common Stock, $.01
par value
- --------------------------------------------------------------------------------
12) Check if the Aggregate Excludes 5,750 shares
Amount in Row (11) of Common Stock, $.01 par
Excludes Certain Shares value, held by the
Reporting Person's wife
- --------------------------------------------------------------------------------
13) Percent of Class
Represented by 5.4%
Amount in Row (11)
- --------------------------------------------------------------------------------
14) Type of Reporting
Person IN
<PAGE> 3
CUSIP No. 495667105 Page 3 of 9 Pages
1) Name of Reporting Person Michael King
S.S. or I.R.S. Identification
No. of Above Person
- --------------------------------------------------------------------------------
2) Check the Appropriate Box (a) [X]
if a Member of a Group (b) [ ]
- --------------------------------------------------------------------------------
3) SEC Use Only
- --------------------------------------------------------------------------------
4) Source of Funds Not Applicable
- --------------------------------------------------------------------------------
5) Check if Disclosure of
Legal Proceedings is Not Applicable
Required Pursuant to
Items 2(d) or 2(e)
- --------------------------------------------------------------------------------
6) Citizenship or Place
of Organization United States
- --------------------------------------------------------------------------------
Number of 7) Sole Voting 2,158,150 shares of
Shares Beneficially Power Common Stock, $.01
Owned by Each par value
Reporting Person:
---------------------------------------------------
8) Shared Voting
Power 0
---------------------------------------------------
9) Sole Disposi- 2,158,150 shares of
tive Power Common Stock, $.01 par
value
---------------------------------------------------
10) Shared Dis-
positive Power 0
---------------------------------------------------
11) Aggregate Amount Beneficially 2,158,150 shares of
Owned by Each Reporting Person Common Stock, $.01
par value
- --------------------------------------------------------------------------------
12) Check if the Aggregate Excludes 600 shares of
Amount in Row (11) Common Stock, $.01 par
Excludes Certain Shares value, indirectly owned
by the Reporting Person's
wife
- --------------------------------------------------------------------------------
13) Percent of Class
Represented by 5.7%
Amount in Row (11)
- --------------------------------------------------------------------------------
14) Type of Reporting
Person IN
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CUSIP No. 495667105 Page 4 of 9 Pages
- --------------------------------------------------------------------------------
1) Name of Reporting Person Richard King
S.S. or I.R.S. Identification
No. of Above Person
- --------------------------------------------------------------------------------
2) Check the Appropriate Box (a) [X]
if a Member of a Group (b) [ ]
- --------------------------------------------------------------------------------
3) SEC Use Only
- --------------------------------------------------------------------------------
4) Source of Funds Not Applicable
- --------------------------------------------------------------------------------
5) Check if Disclosure of
Legal Proceedings is Not Applicable
Required Pursuant to
Items 2(d) or 2(e)
- --------------------------------------------------------------------------------
6) Citizenship or Place
of Organization United States
- --------------------------------------------------------------------------------
Number of 7) Sole Voting 1,945,161 shares of
Shares Beneficially Power Common Stock, $.01
Owned by Each par value
Reporting Person:
---------------------------------------------------
8) Shared Voting
Power 0
---------------------------------------------------
9) Sole Disposi- 1,945,161 shares of
tive Power Common Stock, $.01 par
value
---------------------------------------------------
10) Shared Dis-
positive Power 0
---------------------------------------------------
11) Aggregate Amount Beneficially 1,945,161 shares of
Owned by Each Reporting Person Common Stock, $.01
par value
- --------------------------------------------------------------------------------
12) Check if the Aggregate
Amount in Row (11)
Excludes Certain Shares
- --------------------------------------------------------------------------------
13) Percent of Class
Represented by 5.2%
Amount in Row (11)
- --------------------------------------------------------------------------------
14) Type of Reporting
Person IN
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CUSIP No. 495667105 Page 5 of 9 Pages
1) Name of Reporting Person Diana King
S.S. or I.R.S. Identification
No. of Above Person
- --------------------------------------------------------------------------------
2) Check the Appropriate Box (a) [X]
if a Member of a Group (b) [ ]
- --------------------------------------------------------------------------------
3) SEC Use Only
- --------------------------------------------------------------------------------
4) Source of Funds Not Applicable
- --------------------------------------------------------------------------------
5) Check if Disclosure of
Legal Proceedings is Not Applicable
Required Pursuant to
Items 2(d) or 2(e)
- --------------------------------------------------------------------------------
6) Citizenship or Place
of Organization United States
- --------------------------------------------------------------------------------
Number of 7) Sole Voting 2,120,900 shares of
Shares Beneficially Power Common Stock, $.01
Owned by Each par value
Reporting Person:
---------------------------------------------------
8) Shared Voting 55,000 shares of
Power Common Stock, $.01
par value
---------------------------------------------------
9) Sole Disposi- 2,120,900 shares of
tive Power Common Stock, $.01 par
value
---------------------------------------------------
10) Shared Dis- 55,000 shares of
positive Power Common Stock, $.01
par value
---------------------------------------------------
11) Aggregate Amount Beneficially 2,175,900 shares of
Owned by Each Reporting Person Common Stock, $.01
par value
- --------------------------------------------------------------------------------
12) Check if the Aggregate
Amount in Row (11)
Excludes Certain Shares
- --------------------------------------------------------------------------------
13) Percent of Class
Represented by 5.8%
Amount in Row (11)
- --------------------------------------------------------------------------------
14) Type of Reporting
Person IN
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CUSIP No. 495667105 Page 6 of 9 Pages
Amendment No. 8 to Schedule 13D
Reference is hereby made to the statement on Schedule 13D originally
filed with the Securities and Exchange Commission (the "Commission") on July 23,
1985, as amended by Amendment No. 1 thereto filed on June 11, 1987, Amendment
No. 2 thereto filed on January 13, 1988, Amendment No. 3 thereto filed on May
10, 1991, Amendment No. 4 thereto filed on December 31, 1992, Amendment No. 5
thereto filed on March 12, 1993, Amendment No. 6 thereto filed on July 7, 1993
and Amendment No. 7 thereto filed on January 12, 1995 (as so amended, the
"Schedule 13D").
Item 1. Security and Issuer.
This statement relates to the Common Stock, $.01 par value (the
"Common Stock"), of King World Productions, Inc., a Delaware corporation ("King
World" or the "Issuer"). The principal executive offices of the Issuer are
located at 1700 Broadway, New York, NY 10019.
Item 2. Identity and Background.
(a) This statement is being filed by Roger King, Michael King, Richard
King and Diana King (collectively, the "Reporting Persons"). The Reporting
Persons are making this joint filing because they may be deemed to constitute a
"group" within the meaning of Section 13(d)(3) of the Securities Exchange Act of
1934, as amended.
(b) The business address of each of the Reporting Persons is c/o King
World Productions, Inc., 1700 Broadway, New York, NY 10019.
(c) Roger King is the Chairman of the Board and a Director of King
World. Michael King is the President and Chief Executive Officer and a Director
of King World. Richard King is principally engaged in real estate development in
Florida and is a Director of King World. Diana King is the Vice President and
Corporate Secretary and a Director of King World.
(d) None of the Reporting Persons has, during the last five years,
been convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) None of the Reporting Persons has, during the last five years,
been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or is subject to a
judgment, decree or final order enjoining future violations of, or prohibiting
or mandating
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CUSIP No. 495667105 Page 7 of 9 Pages
activities subject to, federal or state securities laws or finding any violation
with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
No funds or other consideration were paid or given by any of the
Reporting Persons to acquire the Common Stock he or she owns. With the exception
of presently exercisable options to purchase 240,000 shares of Common Stock held
by each of Roger King and Michael King, which were granted pursuant to the
Issuer's Incentive Equity Compensation Plan for Senior Executives, each of the
Reporting Persons received his or her Common Stock by means of gift or bequest
from the late Charles and Lucille King, the founders of King World and the
parents of the Reporting Persons.
Item 4. Purpose of Transaction.
The Reporting Persons hold their Common Stock for purposes of
controlling and managing King World and for investment purposes. No plans,
proposals or future transactions of any type are presently contemplated by any
of the Reporting Persons with respect to the Common Stock.
Item 5. Interest in Securities of the Issuer.
(a) The following information is based on a total of 37,490,595 shares
of Common Stock outstanding, as reported in the Issuer's most recent quarterly
report on Form 10-Q.
As of the date hereof, Roger King beneficially owns 2,024,900 shares
of Common Stock, or approximately 5.4% of the Common Stock outstanding, and
Michael King beneficially owns 2,158,150 shares of Common Stock, or
approximately 5.7% of the Common Stock outstanding, which calculations include
options held by each of Roger King and Michael King to purchase 240,000 shares
of Common Stock. Such options are presently exercisable at a weighted average
exercise price of $12.80. Richard King beneficially owns 1,945,161 shares of
Common Stock, or approximately 5.2% of the Common Stock outstanding. Diana King
beneficially owns 2,175,900 shares of Common Stock, or approximately 5.8% of the
Common Stock outstanding. Collectively, the Reporting Persons currently
beneficially own an aggregate 8,304,111 shares of Common Stock, or approximately
22.0% of the Common Stock outstanding.
(b) Of the shares of Common Stock reported as beneficially owned by
Diana King, 55,000 shares are held by a charitable foundation of which she is a
director and an officer, and she may be deemed to share the power to vote,
direct the vote,
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CUSIP No. 495667105 Page 8 of 9 Pages
dispose, or direct the disposition of such shares. Otherwise, each of the
Reporting Persons holds all of his or her Common Stock with the sole power to
vote, direct the vote, dispose or direct the disposition thereof.
(c) Each of the Reporting Persons sold 109,000 shares of Common Stock
in market transactions on May 3, 1996, at an average price of $42.0576 per
share.
(d) Except as described in this statement, no other person has the
right to receive or the power to direct the receipt of dividends from, or the
proceeds from the sale of, the Common Stock owned by the Reporting Persons.
(e) Not Applicable.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of
the Issuer .
On May 1, 1991, the Issuer and the Reporting Persons terminated the
stockholders agreement that had previously existed among them and entered into a
new agreement (the "Stockholders Agreement") that imposes certain restrictions
upon the transfer by the Reporting Persons of the shares of King World Common
Stock held by them. A copy of the Stockholders Agreement was filed with the
Commission as Exhibit 10.1 to King World's Report on Form 8-K dated May 6, 1991,
and was incorporated in the Schedule 13D by reference thereto. Under the terms
of the Stockholders Agreement, the Reporting Persons have each agreed not to
sell or otherwise transfer more than the greater of 200,000 shares of Common
Stock and 10% of his or her aggregate holdings of Common Stock in any calendar
year during the term of such Agreement, provided that not more than 250,000
shares of Common Stock may be sold in the public securities markets by any
Reporting Person in any period of three consecutive months. This limitation does
not apply to transfers of Common Stock other than in the public securities
markets, or to sales in such markets by the executor or administrator of an
estate of a Reporting Person or the trustee of a trust includible in the gross
estate of a deceased Reporting Person to the extent of the federal estate or
inheritance taxes payable upon the death of such Reporting Person. The
Stockholders Agreement also provides that the Issuer has a right of first
refusal with respect to any sale of Common Stock by a Reporting Person.
Item 7. Material to be Filed as Exhibits.
Stockholders Agreement, dated as of May 1, 1991, among the Issuer and
the Reporting Persons (incorporated by reference to Exhibit 10.1 to
the Issuer's Report on Form 8-K dated May 6, 1991)
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CUSIP No. 495667105 Page 9 of 9 Pages
Signature
After reasonable inquiry and the best of my knowledge and belief, I
hereby certify that the information set forth in this statement is true,
complete and correct.
Date: May 6, 1996
/s/ Roger King
---------------------------------
Roger King
/s/ Michael King
---------------------------------
Michael King
/s/ Richard King
---------------------------------
Richard King
/s/ Diana King
---------------------------------
Diana King
