<PAGE> 1
As filed with the
Securities and Exchange
Commission on July 25, 1996 Registration No. [ ]
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-------------------------------------
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
incorporation or organization) Identification No.)
1700 BROADWAY, NEW YORK, NEW YORK 10019
(212) 315-4000
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
-------------------------------------
STEPHEN W. PALLEY, ESQ., EXECUTIVE VICE PRESIDENT AND CHIEF
OPERATING OFFICER
KING WORLD PRODUCTIONS, INC.
1700 BROADWAY
NEW YORK, NEW YORK 10019
(212) 315-4000
(Name, address, including zip code, and telephone number
including area code, of agent for service)
-------------------------------------
The Commission is requested to mail signed copies of all orders,
notes and communications to:
MARK J. TANNENBAUM, ESQ.
REBOUL, MACMURRAY, HEWITT, MAYNARD & KRISTOL
45 ROCKEFELLER PLAZA
NEW YORK, NEW YORK 10111
-------------------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
From time to time after the effective date of this Registration
Statement.
If the only securities being registered on this Form are to be offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /
[Cover page continued on following page]
<PAGE> 2
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box. /X/
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------
Title of Proposed Proposed
class of maximum maximum
securities Amount offering aggregate Amount of
to be to be price per offering registra-
registered registered share* price* tion fee
- ---------- ---------- --------- --------- ---------
<S> <C> <C> <C> <C>
Common
Stock, par 550,000 $35.50 $19,525,000 $6,732.22
value $0.01
- --------------------------------------------------------------------------------------------------
</TABLE>
*Estimated based upon the average of the high and low sales prices of the
Common Stock on the New York Stock Exchange on July 22, 1996, solely for the
purpose of computing the registration fee pursuant to Rule 457.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT
ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE
REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS
REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH
SECTION 8(a) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION ACTING PURSUANT TO SAID
SECTION 8(a), MAY DETERMINE.
<PAGE> 3
PROSPECTUS
550,000 SHARES
KING WORLD PRODUCTIONS, INC.
COMMON STOCK
($.01 par value)
------------------------------
This Prospectus relates to the offer and sale of 550,000
shares (the "Shares") of the Common Stock, par value $.01 per share (the
"Common Stock"), of King World Productions, Inc., a Delaware corporation (the
"Company"), which are issuable upon the exercise of certain stock options
granted to the Selling Stockholders in connection with the grant of
distribution rights to the Company for The Oprah Winfrey Show. See "Selling
Stockholders." The Selling Stockholders, directly or through agents, dealers
or underwriters to be designated from time to time, may sell the Shares from
time to time on the New York Stock Exchange (the "NYSE") or on any other
securities exchange on which the Common Stock is then listed, in the over the
counter market, in negotiated transactions or otherwise, at prices and on terms
to be determined at the time of sale. To the extent required, the number of
Shares being offered and the terms of the offering, including the name or names
of any agents, dealers or underwriters, the purchase price paid by any
underwriter, any discounts or commissions and the proposed public offering
price will be set forth in an accompanying Prospectus Supplement. The
aggregate proceeds to the Selling Stockholders from the sale of the Shares will
be the purchase price of the Shares sold less the aggregate agents' commissions
and underwriters' discounts, if any, and other expenses of issuance and
distribution not borne by the Company. See "Plan of Distribution."
The Company will not receive any of the proceeds from the sale
of the Shares by the Selling Stockholders. The expense of preparing and filing
the Registration Statement and the listing of the Shares on the NYSE are being
paid by the Company, but the Selling Stockholders will bear any brokerage
commissions or other sales expenses incurred in effecting any sales of the
Shares. See "Selling Stockholders" and "Plan of Distribution."
The Selling Stockholders and any brokers, dealers, agents or
underwriters that participate with the Selling Stockholders in the distribution
of any Shares may be deemed "underwriters" within the meaning of the Securities
Act of 1933, as amended (the "Securities Act"), and any commissions received by
them and any profit on the resale of the Shares purchased by them may be deemed
to be underwriting commissions or discounts under the Securities Act. Under
applicable rules and regulations
<PAGE> 4
promulgated under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), any person engaged in a distribution of securities may not
simultaneously bid for or purchase securities of the same class for two
business days prior to the commencement of the distribution. In addition,
without limiting the foregoing, the Selling Stockholders will be subject to the
applicable provisions of the Exchange Act and the rules and regulations
thereunder and may be subject, without limitation, to Rules 10b-5, 10b-6 and
10b-7 thereunder in connection with transactions in shares of the Common Stock
during the effectiveness of the Registration Statement of which this Prospectus
is a part.
The Common Stock of the Company is listed on the NYSE under
the symbol "KWP". On July 22, 1996, the last reported sale price of the Common
Stock as reported on the NYSE was $35.50 per share.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is July 25, 1996.
2
<PAGE> 5
TABLE OF CONTENTS
<TABLE>
<S> <C>
Available Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Incorporation of Certain Documents by Reference . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
King World Productions, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Investment Considerations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Selling Stockholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Plan of Distribution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Legal Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Experts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Indemnification . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
--------------------------------
</TABLE>
No person has been authorized to give any information or to
make any representations other than those contained or incorporated by
reference in this Prospectus and, if given or made, such information or
representations must not be relied upon as having been authorized. This
Prospectus does not constitute an offer to sell or the solicitation of an offer
to buy any securities other than the securities described in this Prospectus or
an offer to sell or the solicitation of an offer to buy such securities in any
circumstances in which such offer or solicitation is unlawful. Neither the
delivery of this Prospectus nor any sale made hereunder or thereunder shall,
under any circumstances, create any implication that the information contained
herein or therein is correct as of any time subsequent to the date of such
information.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of
the Securities Exchange Act of 1934 (the "Exchange Act") and in accordance
therewith files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information concerning the Company can be inspected and
copied at the public reference facilities of the Commission at Room 1024, 450
Fifth Street, N.W., Washington, D.C. 20549, and at the following regional
offices of the Commission: 7 World Trade Center, 13th Floor, New York, New
York 10048; and Northwestern Atrium Center, 500 West Madison Street, Suite
1400, Chicago, Illinois 60661. Copies of such material 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. In addition, such material may
also be inspected at the offices of the New York Stock Exchange, 20 Broad
Street, New York, New York 10005, on which the Company's Common Stock is
listed.
This Prospectus constitutes part of a registration statement
on Form S-3 (together with all amendments and exhibits,
3
<PAGE> 6
the "Registration Statement") filed by the Company with the Commission under
the Securities Act of 1933, as amended (the "Securities Act"). This Prospectus
does not contain all of the information set forth in the Registration
Statement, certain parts of which are omitted in accordance with the rules and
regulations of the Commission. Reference is made to such Registration
Statement for further information with respect to the Shares offered hereby.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents heretofore filed by the Company with
the Commission are hereby incorporated by reference:
1. The Company's Annual Report on Form 10-K for the
twelve months ended August 31, 1995.
2. The Company's Quarterly Report on Form 10-Q for the
quarterly period ended November 30, 1995.
3. The Company's Quarterly Report on Form 10-Q for the
quarterly period ended February 29, 1995.
4. The Company's Quarterly Report on Form 10-Q for the
quarterly period ended May 31, 1996.
5. "Description of Registrant's Securities to be
Registered" contained in the Registration Statement on Form 8-A filed with the
Commission on August 22, 1986 pursuant to Section 12 of the Exchange Act, and
"Description of Capital Stock" contained in the Registration Statement of the
Company on Form S-1 (No. 33-8357).
All documents filed by the Company pursuant to Section 13(a),
13(c), 14 or 15(d) of the Exchange Act after the date of this Prospectus and
prior to the termination of the offering of the Shares 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. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed
to be modified or superseded for purposes of this Prospectus to the extent that
a statement contained herein or in any other subsequently filed document which
also is incorporated or deemed to be incorporated by reference herein modifies
or supersedes such statement. Any such statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part
of this Prospectus.
The Company will provide without charge to each person to whom
a copy of this Prospectus is delivered, upon written or oral request, a copy of
any or all of the documents incorporated by reference herein, excluding
exhibits to such documents unless such exhibits are specifically incorporated
by reference into such documents. Any such requests may be directed to Steven
A.
4
<PAGE> 7
LoCascio, King World Productions, Inc., c/o King World Corporation, 830 Morris
Turnpike, Short Hills, New Jersey 07078.
KING WORLD PRODUCTIONS, INC.
The Company was incorporated in October 1984 under the laws of
the State of Delaware and is the successor to a corporation incorporated in
1964 under the laws of the State of New Jersey to distribute or syndicate
feature length films and television programs to television stations. The
Company currently distributes first-run syndicated television programming to
television stations throughout the United States, in Canada and in a number of
other foreign countries.
The Company's revenues are currently derived primarily from
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 Company distributes The Oprah Winfrey Show pursuant to an
agreement with Harpo, Inc. ("Harpo"), the producer of the series. The Company
introduced The Oprah Winfrey Show in national television syndication in the
1986-1987 television season and has served as the exclusive distributor of the
series since such time. The Company distributes Wheel of Fortune and Jeopardy!
pursuant to agreements with Columbia TriStar Television (formerly Merv Griffin
Enterprises).
The Company's corporate headquarters are located at 1700
Broadway, New York, New York 10019 ((212) 315-4000). Except as otherwise
indicated or as implied by the context, references to the "Company" include
King World Productions, Inc., its consolidated subsidiaries and its predecessor
corporation.
INVESTMENT CONSIDERATIONS
Investors should carefully consider the factors set forth
below as well as the other information set forth in this Prospectus, including
the information contained in the documents incorporated herein by reference,
before purchasing the Shares offered hereby.
Anti-Takeover Provisions. The Company's Restated Certificate
of Incorporation and By-laws contain certain provisions that could discourage
potential takeover attempts and make more difficult attempts by stockholders to
change the management of the Company. The restated Certificate of
Incorporation and By-laws provide for a Board of Directors classified in three
classes and permit the Board to create new directorships and to elect new
directors therefor to serve for the full term of the
5
<PAGE> 8
class of directors in which the new directorship was created. The Board (or
its remaining members, even though less than a quorum) is also empowered to
fill vacancies on the Board occurring for any reason for the remainder of the
term of the class of directors in which the vacancy occurred. In addition, the
By-laws provide that nominations for directors may not be made by stockholders
at any annual or special meeting thereof unless the stockholder intending to
make a nomination notifies the Company of its intention in advance of the
meeting and furnishes to the Company certain information regarding itself and
the intended nominee. The By-laws also provide that special meetings of the
stockholders of the Company may be called only by the Chairman of the Board,
the President or a majority of the directors.
The Company's Restated Certificate of Incorporation provides
that, in addition to the requirements of the Delaware General Corporation law,
any "Business Combination" (defined in the Restated Certificate of
Incorporation to include, among other things, a merger or consolidation or
sale, lease, exchange or other disposition of more than 75% of the assets of
the Company and its consolidated subsidiaries) requires the affirmative vote of
the holders of 66 2/3% of the Company's then outstanding Common Stock and
voting Preferred Stock, voting as a class, unless not less than 66 2/3% of the
members of the Board of Directors approve the transaction.
The foregoing provisions of the Company's Restated Certificate
of Incorporation can be changed or amended only by an affirmative vote of at
least 66 2/3% of the Company's then outstanding voting stock. Provisions of
the Company's By-laws can be changed only by majority vote of the Board of
Directors or by the holders of 66 2/3% of the Company's outstanding voting
stock.
The Company is also authorized to issue 5,000,000 shares of
Preferred Stock, $.01 par value, in one or more series and with such powers,
preferences and special rights, including voting rights, dividend rights, terms
of redemption, liquidation preferences and conversion rights as the Board of
Directors determines without further stockholder approval. The issuance of
Preferred Stock could be used, under certain circumstances, as a method of
preventing a takeover.
The foregoing is a summary and is qualified in its entirety by
the provisions of the Company's Restated Certificate of Incorporation and
By-laws, copies of which have been filed with the Commission and are
incorporated by reference in the Registration Statement.
Dividends. The Company has not paid any cash dividends on the
Common Stock since 1979, and has no present intention of doing so. The Company
requires substantial amounts to fund development, production and promotion
costs for its programming
6
<PAGE> 9
and intends to use its cash reserves and future earnings to finance such
expenses and the development and expansion of its business.
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.
SELLING STOCKHOLDERS
The Shares may be acquired by the Selling Stockholders from
time to time upon exercise of stock options granted to them in connection with
the execution and delivery of an Agreement dated as of January 28, 1991 (the
"Harpo Agreement") between the Company and Harpo, which granted the Company the
exclusive right to distribute and exploit episodes of The Oprah Winfrey Show
("The Oprah Winfrey Show" or the "Series") produced during the 1993-1994 and
the 1994-1995 broadcast seasons. The Selling Stockholders are the principal
executive officers of Harpo and Oprah Winfrey is the principal performer in the
Series.
Pursuant to the Harpo Agreement, a portion of the
consideration paid by the Company for the right to distribute The Oprah Winfrey
Show in the above-referenced two seasons was payable in the form of an option
to purchase shares of the Company's Common Stock. In accordance with the Harpo
Agreement and at the direction of Harpo, the Company entered into a stock
option agreement with Jeffrey D. Jacobs dated as of January 25, 1991 (the
"Jacobs 1991 Stock Option Agreement") and a stock option agreement with Ms.
Winfrey dated as of January 28, 1991 (the "Winfrey 1991 Stock Option Agreement",
and together with the Jacobs 1991 Stock Option Agreement, the "1991 Stock
Option Agreements"). The 1991 Stock Option Agreements granted the Selling
Stockholders options (the "1991 Options") to purchase an aggregate 1,000,000
shares of Common Stock (the "1991 Option Shares") at a purchase price of $25.50
per share (subject to adjustment in certain events). The Selling Stockholders
exercised the 1991 Options as to 450,000 of the 1991 Option Shares on March 27,
1996, and sold all 450,000 shares on such date. The 550,000 Shares offered
hereby are the remaining 1991 Option Shares that were granted pursuant to the
1991 Stock Option Agreements.
On March 17, 1994, the Company and Harpo entered into an
extension and modification of the Harpo Agreement (the "Modified Agreement")
relating to the distribution of the Series in the 1995-1996 through the
1999-2000 television seasons. Under
7
<PAGE> 10
the terms of the Modified Agreement, the Company was granted the exclusive
right and has agreed to distribute episodes of The Oprah Winfrey Show produced
through the 1999-2000 broadcast season, subject to Harpo's and Ms. Winfrey's
right to decline to produce and host the Series in any season after the
1995-1996 season. After the 1999-2000 television season, Harpo will not be
obligated to distribute the Series through the Company.
Pursuant to the Modified Agreement and in consideration of
Harpo's agreement to produce the Series in the 1995-1996 season, all 1991
Option Shares vested and became exercisable upon the execution of the Modified
Agreement. In addition, the Company granted options (the "1994 Options") to
Ms. Winfrey and Mr. Jacobs for an additional 450,000 shares of Common Stock and
an additional 50,000 shares of Common Stock, respectively (the "1994 Option
Shares"). Such options are exercisable at $33 5/8 per share and vested and
became exercisable upon the execution of the Modified Agreement. In accordance
with the Modified Agreement, the Company entered into a stock option agreement
with Mr. Jacobs dated as of March 17, 1994 (the "Jacobs 1994 Stock Option
Agreement") and into a stock option agreement with Ms. Winfrey dated as of
March 17, 1994 (the "Winfrey 1994 Stock Option Agreement", and together with
the Jacobs 1994 Stock Option Agreement, the "1994 Stock Option Agreements").
The Company also agreed to grant such individuals additional options to
purchase an aggregate 250,000 shares for each season after the 1995-1996 season
in which the Series is produced, at an exercise price equal to the closing
price of the Common Stock on the date Harpo elects to produce the Series for
such season.
On October 6, 1995, in connection with Harpo's and Ms.
Winfrey's commitment to continue to produce and host the Series for the
1996-1997 and 1997-1998 broadcast seasons, the Company and Harpo entered into
an agreement (the "1995 Agreement") granting options to Ms. Winfrey and Mr.
Jacobs (the "1995 Options") to purchase an aggregate 500,000 shares of Common
Stock (the "1995 Option Shares"), which options are exercisable at a price of
$36.00 per share. In accordance with the 1995 Agreement, the Company entered
into a stock option agreement with Mr. Jacobs dated as of October 6, 1995 (the
"Jacobs 1995 Stock Option Agreement") and into a stock option agreement with
Ms. Winfrey dated as of October 6, 1995 (the "Winfrey 1995 Stock Option
Agreement", and together with the Jacobs 1995 Stock Option Agreement, the "1995
Stock Option Agreements").
Pursuant to the Modified Agreement, the Company from time to
time advances funds to Harpo against Harpo's profit participation in the
Series. The Selling Stockholders' rights in the 1994 Option Shares and the
1995 Option Shares and Harpo's profits from sales thereof may serve as
additional collateral security for any required repayment of such advances if
the Company determines, and notifies the Selling Stockholders, that
8
<PAGE> 11
Harpo's share of the projected revenues from the Series is inadequate to fully
secure any such repayment. As of the date of this Prospectus, no such
determination has been made by the Company. On January 2, 1996, the Company
advanced Harpo $65 million against its minimum participation payments for each
of the 1996-1997 and 1997-1998 broadcast seasons (for a total advance of $130
million). The Shares offered hereby are not subject to any lien of the Company
and may be sold by the Selling Stockholders without restriction by the
foregoing provisions.
The following table sets forth the names and addresses of the
Selling Stockholders and the number of Shares to be offered for the account of
such Selling Stockholder. Any and all of such Shares may be offered for sale
and sold by the Selling Stockholders from time to time by means of this
Prospectus. Except as described in this Prospectus, within the past three
years, none of the Selling Stockholders has held any position or office with
the Company or any of its affiliates or had any other material relationship
with the Company.
<TABLE>
<CAPTION>
Shares Bene-
ficially Shares Shares Bene-
Owned Prior Being ficially Owned Percent
Name and Address to Offering Offered After Offering(1) After Offering
- ---------------- ----------- ------- ----------------- --------------
<S> <C> <C> <C> <C>
Jeffrey D. Jacobs 156,686(2)(3)(4) 55,000(2) 101,686(3)(4) *
c/o Harpo, Inc.
110 North Carpenter Street
Chicago, Illinois 60607
Oprah Winfrey 1,395,000(5)(6) 495,000(5) 900,000(6) 2.3%
c/o Harpo, Inc.
110 North Carpenter Street
Chicago, Illinois 60607
</TABLE>
- ---------------------
* Less than 1%.
(1) Assumes the sale of all of the Shares being offered by the Selling
Stockholders pursuant to this Prospectus.
(2) Includes 55,000 Shares not currently outstanding but issuable upon the
exercise of options granted pursuant to the Jacobs 1991 Stock Option Agreement
that are vested and exercisable on the date of this Prospectus.
(3) Includes (i) 50,000 shares of Common Stock not currently outstanding
but issuable upon the exercise of options granted pursuant to the Jacobs 1994
Stock Option Agreement that are vested and exercisable on the date of this
Prospectus and (ii) 50,000 additional shares of Common Stock not currently
outstanding but issuable upon the exercise of options granted pursuant to the
Jacobs 1995 Stock Option Agreement that are vested and exercisable on the date
of this Prospectus.
9
<PAGE> 12
(4) Includes an aggregate 1,686 shares of Common Stock held in individual
retirement accounts for the benefit of Mr. Jacobs and his wife. Jeffrey D.
Jacobs disclaims beneficial ownership of 843 of such shares of Common Stock as
are held in an individual retirement account for the benefit of his wife.
(5) Includes 495,000 Shares not currently outstanding but issuable upon
the exercise of the options granted pursuant to the Winfrey 1991 Stock Option
Agreement that are vested and exercisable on the date of this Prospectus.
(6) Includes (i) 450,000 shares of Common Stock not currently outstanding
but issuable upon the exercise of options granted pursuant to the Winfrey 1994
Stock Option Agreement that are vested and exercisable on the date of this
Prospectus and (ii) 450,000 additional shares of Common Stock not currently
outstanding but issuable upon the exercise of options granted pursuant to the
Winfrey 1995 Stock Option Agreement that are vested and exercisable on the date
of this Prospectus.
USE OF PROCEEDS
The Shares offered hereby will be sold by the Selling
Stockholders. The Company will not receive any of the proceeds from the sale
of the Shares by the Selling Stockholders, except that in certain
circumstances, the Company may require the Selling Stockholders to apply the
proceeds of sales of the Shares as collateral security for the repayment of
certain loans made by the Company to Harpo. In addition, the Company will
receive the proceeds of any exercise of options in respect of the Shares. The
Company intends to use the proceeds from any such option exercises for general
working capital purposes. See "Selling Stockholders."
PLAN OF DISTRIBUTION
The Company will not receive any proceeds from this offering.
Any distribution hereunder of the Shares by the Selling Stockholders may be
effected from time to time in one or more of the following transactions: (a)
through brokers, acting as principal or agent, in transactions (which may
involve block transactions), in special offerings, on the NYSE, in the
over-the-counter market, or otherwise, at market prices obtainable at the time
of sale, at prices related to such prevailing market prices, at negotiated
prices or at fixed prices, (b) to underwriters who will acquire Shares for
their own account and resell the Shares in one or more transactions, including
negotiated transactions, at a fixed public offering price or at varying prices
determined at the time of sale (any public offering price and any discount or
concessions allowed or reallowed or paid to dealers may be changed from time to
time), (c) directly or
10
<PAGE> 13
through brokers or agents in private sales at negotiated prices, (d) to lenders
pledged as collateral to secure loans, credit or other financing arrangements
and any subsequent foreclosure, if any, thereunder, or (e) by any other legally
available means. Also, offers to purchase the Shares may be solicited by
agents designated by the Selling Stockholders from time to time. Underwriters
or other agents participating in an offering made pursuant to this Prospectus
(as amended or supplemented from time to time) may receive underwriting
discounts and commissions under the Securities Act, discounts or concessions
may be allowed or reallowed or paid to dealers, and brokers or agents
participating in such transactions may receive brokerage or agent's commissions
or fees.
At the time a particular offering of Shares is made hereunder,
to the extent required by law, a Prospectus Supplement will be distributed
which will set forth the number of Shares being offered and the terms of the
offering, including the purchase price or public offering price, the name or
names of any underwriters, dealers or agents, the purchase price paid by any
underwriter for any Common Stock purchased from the Selling Stockholders, any
discounts, commissions and other items constituting compensation from the
Selling Stockholders and any discounts, commissions or concessions allowed or
filed or paid to dealers.
In order to comply with the securities laws of certain states,
if applicable, the Shares will be sold hereunder in such jurisdictions only
through registered or licensed brokers or dealers. In addition, in certain
states the Shares may not be sold hereunder unless the Shares have been
registered or qualified for sale in such state or an exemption from
registration or qualification is available and complied with.
The Company has been advised that, as of the date hereof, the
Selling Stockholders have made no arrangement with any broker for the sale of
the Shares. The Selling Stockholders and any underwriters, brokers or dealers
involved in the sale of the Shares may be considered "underwriters" as that
term is defined by the Securities Act, although the Selling Stockholders and
such brokers and dealers disclaim such status.
Under applicable rules and regulations promulgated under the
Exchange Act, any person engaged in the distribution of securities may not
simultaneously bid for or purchase securities of the same class for a period of
two business days prior to the commencement of such distribution. In addition
and without limiting the foregoing, the Selling Stockholders will be subject to
applicable provisions of the Exchange Act and the rules and regulations
thereunder, including without limitation Rules 10b-5, 10b-6 and 10b-7
thereunder, in connection with transactions in
11
<PAGE> 14
shares of Common Stock during the effectiveness of the Registration Statement
of which this Prospectus is a part.
The expenses of preparing and filing the Registration
Statement and listing the Shares with the NYSE are being paid by the Company.
Such expenses are estimated to be approximately $27,400.
Pursuant to the terms of the 1991, 1994 and 1995 Stock Option
Agreements, the Selling Stockholders have agreed not to sell, in any three
month period, more than the greater of (i) one percent of the outstanding
shares of Common Stock, as disclosed in the Company's public report most
recently filed with the Securities and Exchange Commission before the date of
any sale and (ii) the average weekly reported trading volume of the Common
Stock on the New York Stock Exchange and all other national securities
exchanges on which the Common Stock is listed during the four calendar weeks
preceding the date of any sale. The foregoing limitation does not apply in the
case of a firm commitment registered public offering by the Selling
Stockholders.
Pursuant to the terms of the 1991, 1994 and 1995 Stock Option
Agreements, the Company has, among other things, agreed to (i) register the
1991 Option Shares, the 1994 Option Shares and the 1995 Option Shares and bear
all costs related to such registration, other than underwriting and brokerage
commissions and discounts and the fees and expenses of the Selling
Stockholders' attorneys; (ii) indemnify the Selling Stockholders from any and
all liabilities under federal and state securities laws with respect to the
Registration Statement, except as to information therein provided in writing by
the Selling Stockholders; (iii) use its best efforts to keep the Registration
Statement effective for a period of one hundred eighty (180) days from the
effective date of the Registration Statement, or such longer period as may be
necessary to dispose of all the 1991 Option Shares, 1994 Option Shares and 1995
Option Shares under the resale limitations referred to the immediately
preceding paragraph; and (iv) cause the 1991 Option Shares, the 1994 Option
Shares and the 1995 Option Shares to be listed on each securities exchange on
which the Common Stock is listed at the time the Shares are issued.
LEGAL MATTERS
The validity of the Shares being offered hereby will be passed
upon for the Company by the law firm of Reboul, MacMurray, Hewitt, Maynard &
Kristol, 45 Rockefeller Plaza, New York, New York 10111.
12
<PAGE> 15
EXPERTS
The consolidated financial statements included in the
Company's Annual Report on Form 10-K for the fiscal year ended August 31, 1995,
incorporated by reference in this Prospectus and elsewhere in the Registration
Statement have been audited by Arthur Andersen LLP, independent public
accountants, as indicated in their report with respect thereto, and are
incorporated by reference herein in reliance upon the authority of said firm as
experts in accounting and auditing in giving said report.
INDEMNIFICATION
The Company's Restated Certificate of Incorporation limits the
personal liability of directors to the Company or its stockholders for monetary
damages for breaches of fiduciary duty, as directors, except for liability for
any breach of directors' duty of loyalty to the Company or its stockholders, or
acts or omissions not in good faith or which involve intentional misconduct or
violation of law under Section 174 of the Delaware General Corporation Law, or
any transaction from which a director derived an improper personal benefit.
This provision of the Company's Restated Certificate of Incorporation is
consistent with the Delaware General Corporation Law, which permits Delaware
corporations to include in their certificates of incorporation a provision
limiting directors' liability for monetary damages for certain breaches of
their fiduciary duties as directors.
The Company's By-laws provide for indemnification of officers,
directors and employees of the Company to the fullest extent permitted by the
Delaware General Corporation Law. Under the Delaware General Corporation Law,
directors and officers as well as other employees and individuals may be
indemnified against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement in connection with specified actions, suits or
proceedings, whether civil, criminal, administrative or investigative (other
than an action by or in the right of the corporation -- a "derivative action")
if they acted in good faith and in a manner they reasonably believed to be in
or not opposed to the best interests of the Company and, with respect to any
criminal action or proceeding, had no reasonable cause to believe their conduct
was unlawful. A similar standard of care is applicable in the case of
derivative actions, except that indemnification extends only to expenses
(including attorneys' fees) incurred in connection with defense or settlement
of such an action and that the Delaware General Corporation Law requires court
approval before there can be any indemnification of expenses where the person
seeking indemnification has been found liable to the Company.
13
<PAGE> 16
The Company also maintains agreements with each of its
directors requiring the Company to maintain in effect policies of directors'
and officers' liability insurance in specified minimum amounts, or, in lieu
thereof, to hold harmless and indemnify the director to the full extent of the
coverage that would otherwise have been required to be provided pursuant to the
agreement. In addition, the agreements require the Company to hold harmless
and indemnify the director, to the full extent permitted by the Delaware
General Corporation Law or any other statutory provisions authorizing or
permitting indemnification of directors, from and against any losses suffered
or incurred by the director in excess of the amounts reimbursed under the
Company's directors' and officers liability insurance policy or the indemnity
provided in lieu thereof.
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 Company's By-laws, the Delaware General
Corporation Law or agreements between the Company and its officers, directors
and controlling persons, the Company has been advised that in the opinion of
the Commission such indemnification is against public policy as expressed in
the Securities Act and is therefore unenforceable.
14
<PAGE> 17
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The expenses relating to the registration of the Shares will
be borne by the registrant. Such expenses are as follows:
<TABLE>
<S> <C>
Filing fee for Registration Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 7,443.97
Legal fees and expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10,000.00 *
Accounting fees and expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,000.00 *
NYSE Listing Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,925.00
Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5,000.00 *
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $27,368.97
</TABLE>
- ----------------------
*Estimated fee or expense.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The registrant's Restated Certificate of Incorporation limits
the personal liability of directors to the registrant or its stockholders for
monetary damages for breaches of fiduciary duty, as directors, except for
liability for any breach of directors' duty of loyalty to the registrant or its
stockholders, or acts or omissions not in good faith or which involve
intentional misconduct or violation of law under Section 174 of the Delaware
General Corporation Law, or any transaction from which a director derived an
improper personal benefit. This provision of registrant's Restated Certificate
of Incorporation is consistent with the Delaware General Corporation Law, which
permits Delaware corporations to include in their certificates of incorporation
a provision limiting directors' liability for monetary damages for certain
breaches of their fiduciary duties as directors.
The registrant's By-laws provide for indemnification of
officers, directors and employees of the registrant to the fullest extent
permitted by the Delaware General Corporation Law. Under the Delaware General
Corporation Law, directors and officers as well as other employees and
individuals may be indemnified against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement in connection with specified
actions, suits or proceedings, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation -- a
"derivative action") if they acted in good faith and in a manner they
reasonably believed to be in or not opposed to the best interest of the
registrant and, with respect to any criminal action or proceeding, had no
reasonable cause to believe their conduct was unlawful. A similar standard
15
<PAGE> 18
of care is applicable in the case of derivative actions, except that
indemnification extends only to expenses (including attorneys' fees) incurred
in connection with defense or settlement of such an action and that the
Delaware General Corporation Law requires court approval before there can be
any indemnification of expenses where the person seeking indemnification has
been found liable to the registrant.
The registrant also maintains agreements with each of its
directors requiring the registrant to maintain in effect policies of directors'
and officers' liability insurance in specified minimum amounts, or, in lieu
thereof, to hold harmless and indemnify the director to the full extent of the
coverage that would otherwise have been required to be provided pursuant to the
agreement. In addition, the agreements require the registrant to hold harmless
and indemnify the director, to the full extent permitted by the Delaware
General Corporation Law or any other statutory provisions authorizing or
permitting indemnification of directors, from and against any losses suffered
or incurred by the director in excess of the amounts reimbursed under the
registrant's directors' and officers liability insurance policy or the
indemnity provided in lieu thereof.
See Item 17, "Undertakings" for a description of the
Commission's position regarding such indemnification provisions.
ITEM 16. LIST OF EXHIBITS. Exhibit Numbers are in accordance with the Exhibit
Table in Item 601 of Registration S-K.
No. Description of Exhibit.
3.1 Registrant's Restated Certificate of Incorporation
(incorporated by reference to Exhibit 3.1 to the
Registrant's Registration Statement No. 2-93987).
3.2 Certificate of Amendment to the Registrant's Restated
Certificate of Incorporation (incorporated by
reference to Exhibit 3.3 to the Registrant's
Registration Statement No. 33-8357).
3.3 Registrant's By-laws, as amended April 28, 1988
(incorporated by reference to Exhibit 3.3 to the
Registrant's Annual Report on Form 10-K for the
fiscal year ended August 31, 1988).
5 Opinion of the Company's counsel.
16
<PAGE> 19
10.1 Agreement dated as of January 28, 1991 between the Registrant
and Harpo, Inc. (incorporated by reference to Exhibit 10.18 to
the Registrant's Amended Report on Form 10-K for the fiscal
year ended August 31, 1991).
10.2 Stock Option Agreement dated as of January 28, 1991 between
Registrant and Oprah Winfrey.
10.3 Stock Option Agreement dated as of January 25, 1991 between
the Registrant and Jeffrey D. Jacobs.
10.4 Letter Agreement dated March 17, 1994 between the Registrant
and Harpo, Inc. (incorporated by reference to Exhibit 99.2 to
the Registrant's Current Report on Form 8-K filed on March 18,
1994, as amended by Form 8-K/A filed on May 18, 1994).
23.1 The consent of the Company's counsel is contained in its
opinion, which is filed as Exhibit 5 to this Registration
Statement.
23.2 Consent of Arthur Andersen LLP.
24 Power of Attorney (included on signature page).
ITEM 17. UNDERTAKINGS
(a) Rule 415 Offering.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or
sales are being made, a post-affective amendment to this registration
statement:
(i) To include any prospectus required by
section 10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts
or events arising after the effective date of the registration statement
(or the most recent post-effective amendment thereof) which, individually or in
the aggregate, represent a fundamental change in the information set forth in
the registration statement;
(iii) To include any material information with
respect to the plan of distribution not previously disclosed in this
registration statement or any material change to such information in the
registration statement;
17
<PAGE> 20
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant to
Section 13 or 15(d) of the Securities Act of 1934 that are incorporated by
reference in the registration statement.
(2) That for the purpose of determining any
liability under the Securities Act of 1933, each such post-effective amendment
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a
post-effective amendment any of the securities being registered which remain
unsold at the termination of the offering.
(b) FILINGS INCORPORATING SUBSEQUENT EXCHANGE ACT
DOCUMENTS BY REFERENCE. The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933, each
filing of the registrant's annual report pursuant to Section 13(a) or 15(d) of
the Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 25(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) INDEMNIFICATION. Insofar as indemnification for
liabilities arising under the Securities Act of 1933 may be permitted to
directors, officers and controlling persons of the registrant, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification in against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection with the securities
being registered, the registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
18
<PAGE> 21
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-3 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of New York, the State of New York, on this 25th
day of July, 1996.
KING WORLD PRODUCTIONS, INC.
(Registrant)
By /s/ Stephen W. Palley
-----------------------------
Name: Stephen W. Palley
Title: Executive Vice President
and Chief Operating
Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Stephen W. Palley and Jonathan
Birkhahn, and each of them, or any one of them, his or her true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for and in his or her name, place and stead, in any and all capacities, to sign
any or all amendments to this Registration Statement and to file the same, with
all exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, or any of them, full power and authority to do and
perform each and every act and thing requisite and necessary to be done in and
about the premises, as fully to all intents and purposes as he or she might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, and each or any of them or his or their
substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed below by the following persons in
the capacities indicated, on the 25th day of July, 1996.
19
<PAGE> 22
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Michael King President and Director July 25, 1996
- ----------------------- (principal executive officer)
Michael King
/s/ Steven A. LoCascio Interim Chief Financial July 25, 1996
- ---------------------- Officer
Steven A. LoCascio (principal financial officer)
/s/ Steven A. LoCascio Vice President and July 25, 1996
- ---------------------- Controller
Steven A. LoCascio (principal accounting officer)
/s/ Roger King Director July 25, 1996
- ----------------------
Roger King
/s/ Stephen W. Palley Director July 25, 1996
- ----------------------
Stephen W. Palley
/s/ Diana King Director July 25, 1996
- ----------------------
Diana King
/s/ Richard King Director July 25, 1996
- ----------------------
Richard King
/s/ Ronald S. Konecky Director July 25, 1996
- ----------------------
Ronald S. Konecky
/s/ James M. Rupp Director July 25, 1996
- ----------------------
James M. Rupp
/s/ Joel Chaseman Director July 25, 1996
- ----------------------
Joel Chaseman
</TABLE>
20
<PAGE> 23
<TABLE>
<CAPTION>
INDEX TO EXHIBITS
-----------------
No. Description of Exhibit Sequential Page
- --- Number
<S> <C>
3.1 Registrant's Restated Certificate of Incorporation (incorporated by
reference to Exhibit 3.1 to the Registrant's Registration Statement
No. 2-93987).
3.2 Certificate of Amendment to the Registrant's Restated Certificate of
Incorporation (incorporated by reference to Exhibit 3.3 to the
Registrant's Registration Statement No. 33-8357).
3.3 Registrant's By-laws, as amended April 28, 1988 (incorporated by
reference to Exhibit 3.3 to the Registrant's Annual Report on Form
10-K for the fiscal year ended August 31, 1988).
5 Opinion of the Company's counsel.
10.1 Agreement dated as of January 28, 1991 between the Registrant and
Harpo, Inc. (incorporated by reference to Exhibit 10.18 to the
Registrant's Amended Report on Form 10-K for the fiscal year ended
August 31, 1991).
10.2 Stock Option Agreement dated as of January 28, 1991 between
Registrant and Oprah Winfrey (incorporated by reference to Exhibit
10.2 to the Registrant's Registration Statement No. 33-71696).
10.3 Stock Option Agreement dated as of January 25, 1991 between the
Registrant and Jeffrey D. Jacobs (incorporated by reference to
Exhibit 10.3 to the Registrant's Registration Statement
No. 33-71696).
10.4 Letter Agreement dated March 17, 1994 between the Registrant and
Harpo, Inc. (incorporated by reference to Exhibit 99.2 to the
Registrant's Current Report on Form 8-K filed on March 18, 1994, as
amended by Form 8-K/A filed on May 18, 1994).
23.1 The consent of the Company's counsel is contained in its opinion,
which is filed as Exhibit 5 to this Registration Statement.
23.2 Consent of Arthur Anderson LLP.
24 Power of Attorney (included on signature page).
</TABLE>
21
<PAGE> 1
EXHIBIT 5
July 25, 1996
King World Productions, Inc.
830 Morris Turnpike
Short Hills, New Jersey 07078
King World Productions, Inc.
Registration Statement on Form S-3
Dear Sirs:
We have acted as counsel to King World Productions, Inc., a
Delaware corporation (the "Company"), in connection with the preparation of its
Registration Statement on Form S-3 (the "Registration Statement"), filed under
the Securities Act of 1933, as amended, relating to the offering of an
aggregate 550,000 shares of its Common Stock, $.01 par value (the "Shares"),
issuable upon the exercise of options granted pursuant to the Stock Option
Agreement dated as of January 28, 1991 between the company and Oprah Winfrey
and the Stock Option Agreement dated as of January 28, 1991 between the Company
and Jeffrey D. Jacobs (collectively, the "Agreements").
In that connection, we have examined originals, or copies
certified or otherwise identified to our satisfaction, of such documents,
corporate records and other instruments as we have deemed necessary or
appropriate for purposes of this opinion, including the Agreements and the
Certificate of Incorporation and By-laws of the Company.
Based upon such examination, we are of opinion that:
1. The Company has been duly organized and is validly
existing as a corporation under the laws of the State of Delaware.
1
<PAGE> 2
2. When issued and sold upon the exercise of options
granted in accordance with the terms of the Agreements, the Shares will be
validly issued, fully paid and nonassessable.
We hereby consent to the use of this opinion as an exhibit to
the Registration Statement and to the reference to our firm under "Legal
Matters" in Prospectus comprising a part of the Registration Statement.
Very truly yours,
/s/ Reboul, MacMurry, Hewitt, Maynard & Kristol
2
<PAGE> 1
EXHIBIT 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated October 24, 1995
included in King World Production, Inc.'s Annual Report on Form 10-K for the
year ended August 31, 1995 and to all references to our Firm included in this
registration statement.
/s/ Arthur Andersen LLP
ARTHUR ANDERSEN LLP
New York, New York
July 25, 1996
