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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
King World Productions, Inc.
(Name of Issuer)
Common Stock, $0.01 par value per share
(Title of Class of Securities)
495667107
(CUSIP Number)
Marshall E. Eisenberg
Neal Gerber & Eisenberg
2 North LaSalle Street
Suite 2200
Chicago, Illinois 60602
(312) 269-8000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
April 2, 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 the statement [ ].
(A fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent of
the class of securities described in Item 1; and (2) has filed no amendment
subsequent thereto reporting beneficial ownership of five percent or less of
such class.) (See Rule 13d-7.)
NOTE: Six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1(a) for other parties to whom copies
are to be sent.
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder on this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that
section of the Act but shall be subject to all other provisions of the Act
(however, see the Notes).
(continued on following pages)
Page 1 of 5 Pages<PAGE>
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1. NAME OF REPORTING PERSON
Oprah G. Winfrey
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ X ] Each reporting person specifically disclaims
membership in a "group". See Item 4 for more
details.
3. SEC USE ONLY
4. SOURCE OF FUNDS
OO (See Item 3)
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER 7. SOLE VOTING POWER
OF 1,395,000
SHARES
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY -0-
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 1,395,000
WITH
10. SHARED DISPOSITIVE POWER
-0-
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,395,000
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.64%, based upon the number of shares of the issuer's common
stock outstanding on January 9, 1996 as disclosed in the issuer's
Quarterly Report on Form 10-Q for the three months ended November
30, 1995
14. TYPE OF REPORTING PERSON
PN
Page 2 of 5 Pages<PAGE>
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1. NAME OF REPORTING PERSON
Jeffrey D. Jacobs
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ X ] Each reporting person specifically disclaims
membership in a "group". See Item 4 for more
details.
3. SEC USE ONLY
4. SOURCE OF FUNDS
OO (See Item 3)
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER 7. SOLE VOTING POWER
OF 155,843
SHARES
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY -0-
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 155,843
WITH
10. SHARED DISPOSITIVE POWER
-0-
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
155,843
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[X]
The aggregate amount set forth in row 11 excludes 843 shares of
Common Stock (less than 0.01% of the shares of Common Stock) owned
by an individual retirement account for the benefit of Mr. Jacobs'
wife. See Items 3 and 5.
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.42%, based upon the number of shares of the issuer's common
stock outstanding on January 9, 1996 as disclosed in the issuer's
Quarterly Report on Form 10-Q for the three months ended
November 30, 1995
14. TYPE OF REPORTING PERSON
PN
Page 3 of 5 Pages<PAGE>
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ONLY THOSE ITEMS AMENDED AND REPORTED HEREIN
Unless otherwise defined, all capitalized terms used herein shall have the
meanings ascribed to them in the Statement of Schedule 13D filed by the
Reporting Persons.
Item 1. Purpose of Transaction
----------------------
The Reporting Persons are filing this Statement on Schedule 13D with the
Securities and Exchange Commission because they may be deemed to be a "group"
by virtue of Rule 13d-5(b) as promulgated pursuant to the Securities Exchange
Act of 1934, as amended (the "Act"). However, each Reporting Person
specifically disclaims beneficial ownership of the shares of Common Stock held
by the other Reporting Person and specifically disclaims membership in a
"group" for purposes of Section 13(d) of the Act.
Item 3. Source and Amount of Funds
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Item 5. Interest in Securities of the Issuer
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On March 28, 1996, (i) Ms. Winfrey and Mr. Jacobs entered into
negotiated transactions relating to the sale of 405,000 shares of Common Stock
and 45,000 shares of Common Stock, respectively, for a sales price of $39.00
per share and (ii) concurrently therewith Ms. Winfrey exercised her 1991
Options in part and acquired 405,000 shares of Common Stock and Mr. Jacobs
exercised his 1991 Options in part and acquired 45,000 shares of Common Stock.
The settlement of each of the transactions described in the preceding sentence
occurred on April 2, 1996.
As of the date hereof, Ms. Winfrey beneficially owns 1,395,000 shares
of Common Stock, constituting approximately 3.64% of the total number of
outstanding shares of Common Stock, and Mr. Jacobs beneficially owns 155,843
shares of Common Stock, constituting approximately 0.42% of the total number
of outstanding shares of Common Stock. The shares of Common Stock
beneficially owned by Mr. Jacobs excludes 843 shares of Common Stock owned by
an individual retirement account for the benefit of Mr. Jacobs' wife (less
than 0.01% of the outstanding shares of Common Stock).
Upon exercise of the Options, each Reporting Person will have sole
voting and dispositive power with respect to the shares of Common Stock
beneficially owned by such Reporting Person. During the past 60 days, neither
of the Reporting Persons has effected any transactions in Common Stock except
as otherwise described herein.
As a result of the sales by the Reporting Persons of the shares of
Common Stock described herein, on April 2, 1996, the Reporting Persons, in the
aggregate, ceased to own more than 5% of the Common Stock.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: April 2, 1996
/s/ Oprah G. Winfrey
Oprah G. Winfrey
/s/ Jeffrey D. Jacobs
Jeffrey D. Jacobs
Page 5 of 5 Pages<PAGE>
