<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
Amendment No. 1 to
/X/ QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended February 29, 1996
/ / 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)
Delaware 13-2565808
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
1700 Broadway
New York, New York 10019
(Address of principal executive offices) (Zip Code)
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,
37,490,595 shares outstanding as of April 4, 1996.
<PAGE> 2
PART II - OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY-HOLDERS
At the Company's 1996 annual meeting of stockholders, held on
January 19, 1996, an aggregate 31,582,112 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>
Diana King 31,005,872 576,240
Stephen W. Palley 31,144,170 437,942
Joel Chaseman 31,200,346 381,766
</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
- ----- ------- ----------- ---------
<C> <C> <C> <C>
14,508,137 11,360,232 104,607 5,609,136
</TABLE>
(iii) APPROVAL OF PERFORMANCE BASED COMPENSATION ARRANGEMENTS
WITH THE COMPANY'S FIVE HIGHEST-PAID EXECUTIVE OFFICERS:
(a) Net Income Bonuses of Messrs. Michael King and Roger
King:
<TABLE>
<CAPTION>
Votes Votes Broker
For Against Abstentions Non-Votes
- ----- ------- ----------- ---------
<C> <C> <C> <C>
21,482,874 4,149,780 340,322 5,609,136
</TABLE>
<PAGE> 3
(b) New Series Bonuses of Messrs. Michael King and Roger
King:
<TABLE>
<CAPTION>
Votes Votes Broker
For Against Abstentions Non-Votes
- ----- ------- ----------- ---------
<C> <C> <C> <C>
21,288,164 4,334,676 350,136 5,609,136
</TABLE>
(c) New Show Profits Bonuses of Messrs. Michael King and
Roger King:
<TABLE>
<CAPTION>
Votes Votes Broker
For Against Abstentions Non-Votes
- ----- ------- ----------- ---------
<C> <C> <C> <C>
21,267,683 4,360,628 344,665 5,609,136
</TABLE>
(d) Supplemental Bonuses of Messrs. Michael King and Roger
King:
<TABLE>
<CAPTION>
Votes Votes Broker
For Against Abstentions Non-Votes
- ----- ------- ----------- ---------
<C> <C> <C> <C>
21,403,194 4,222,826 346,956 5,609,136
</TABLE>
(iv) APPOINTMENT OF ARTHUR ANDERSEN LLP AS AUDITORS FOR THE
FISCAL YEAR ENDING AUGUST 31, 1996:
<TABLE>
<CAPTION>
Votes Votes
For Against Abstentions
- ----- ------- -----------
<C> <C> <C>
31,339,019 99,056 144,037
</TABLE>
<PAGE> 4
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits:
Exhibit
Number Description
- ------ -----------
10.3* Agreement dated as of October 6, 1995 between the Registrant
and Harpo, Inc.
- --------------------
* Certain information in this exhibit is deleted pursuant to a request to
the Securities and Exchange Commission for confidential treatment.
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/ Steven A. LoCascio
----------------------------------
Steven A. LoCascio
As Interim Chief Financial Officer
and on behalf of the Registrant
July 25, 1996
<PAGE> 5
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
No. Description Page
- ------- ----------- ----
<C> <C> <C>
10.3* Agreement dated as of October 6, 1995 between 45
the Registrant and Harpo, Inc.
</TABLE>
- ---------------------
* Certain information in this exhibit is deleted pursuant to a request to
the Securities and Exchange Commission for confidential treatment.
<PAGE> 1
*Confidential Treatment Requested
EXHIBIT 10.3
HARPO, INC. [HARPO LOGO]
110 N. Carpenter Street
Chicago, Illinois 60607
312.633.1000 Fax 312.633.1111
As of October 6, 1995
Mr. Stephen W. Palley
King World Productions, Inc.
1700 Broadway
New York, New York 10019
Dear Steve:
Reference is made to the existing agreement between King World Productions,
Inc. ("King World") and HARPO, Inc. ("HARPO") (which agreement, as amended to
date, is herein referred to as the ("Existing Agreement").
For good and valuable consideration as set forth herein, the parties hereby
confirm their further agreement as follows:
1. HARPO hereby exercises its option pursuant to the Existing Agreement, as
modified hereby, to produce and have Oprah Winfrey host episodes of the Show
for Year 11 and Year 12.
2. Notwithstanding any provision set forth in the Existing Agreement to the
contrary:
(a) The Production Fee for Year 10 shall be increased from *****
to ***** , provided that, if, based upon a showing of HARPO's Show
costs for that Year, such Show costs result to be ***** (the
"Year 10 Underspend"), HARPO shall repay to King World such Year 10
Underspend, up to a maximum repayment of ***** , in which event the
Production Fee for Year 10 shall be reduced by the amount of such
repayment. King World has heretofore paid to HARPO ***** of the
***** Year 10 Production Fee increase as an adjustment to the
installment of the Year 10 Production Fee that was paid in September 1995;
King World will augment the remaining installment of the Year 10 Production
Fee (due on January 3, 1996) by the remaining ***** .
(b) The Production Fee for Year 11 shall, subject to clause (iii) below, be
increased from ***** to between ***** and ***** ,
based upon a showing of HARPO's Show costs for that Year, payable as
follows:
(i) The tentative Production Fee for Year 11 shall be ***** ,
***** of which shall be payable on September 1, 1996 and the
remaining ***** of which shall be payable on January 3, 1997.
<PAGE> 2
*Confidential Treatment Requested
[HARPO LOGO]
Mr. Stephen W. Palley
As of October 6, 1995
Page 2
(ii) If, based upon a showing of HARPO's Show costs for that Year, such
Show costs exceed *****, King World shall pay to HARPO such excess, up
to a maximum payment by King World of ***** (that is, corresponding to
a maximum Production Fee of *****.
(iii) If, based upon a showing of HARPO's Show costs for that Year, such
Show costs result to be ***** (the "Year 11 Underspend"), HARPO shall
repay to King World such Year 11 Underspend, up to a maximum repayment
of *****, in which event the Production Fee for Year 11 shall be
reduced by the amount of such repayment.
(c) The Guarantee for Year 11 shall be payable on and not before January
2, 1996.
(d) The initial installment of the Guarantee for Year 12, as contemplated
by paragraph 4(b)(iii)(A) of the agreement dated March 17, 1994
constituting a part of the Existing Agreement, shall be payable on and not
before January 2, 1996.
3. The price of King World stock for, the purpose of the options to which
Oprah Winfrey and Jeffrey D. Jacobs are entitled pursuant to the Option
exercise contemplated by this amendment shall be $36.00 per share, which
represents the closing market price of King World stock on October 6, 1995.
4. All capitalized terms not otherwise defined herein shall be defined in
accordance with the Existing Agreement.
5. The parties hereby confirm their agreement that, inasmuch as the letter
dated October 6, 1995 from HARPO to you did not fully or accurately reflect the
intention or understanding of the parties at that time, such letter is hereby
mutually rescinded ab initio.
6. Except as expressly modified by this amendment, the Existing Agreement
shall remain in full force and effect. Moreover, HARPO shall indemnify King
World and hold it harmless from any liability or other costs or expenses
(including any fines, penalties and reasonable attorneys' fees) that are
incurred by King World arising out of the entering into of this amendment in
lieu of the letter referred to in paragraph 5. Each of HARPO and King World
shall keep the other party informed of any action
<PAGE> 3
*Confidential Treatment Requested
[HARPO LOGO]
Mr. Stephen W. Palley
As of October 6, 1995
Page 3
by any third party that might give rise to any indemnification pursuant to the
terms of the preceding sentence, and King World shall allow HARPO to
participate in the defense of any such action.
Very truly yours,
HARPO, INC.
By: /s/ OPRAH WINFREY December 22, 1995
-----------------------------
Oprah Winfrey
Chairman of the Board
ACKNOWLEDGED AND AGREED:
KING WORLD PRODUCTIONS, INC.
By: /s/ JONATHAN BIRKHAHN December 28, 1995
------------------------------
Jonathan Birkhahn
Senior Vice President,
Business Affairs and General Counsel
I hereby confirm that all of the representations, warranties and agreements
made by me in the guarantee dated March 17, 1994 apply to the foregoing letter
agreement.
/s/ OPRAH WINFREY December 22, 1995
- --------------------------------
Oprah Winfrey
