CUSIP No. 495667105 Page 1 of 11 Pages
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 9)
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)
February 10, 1997
____________________________________
(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 follow-
ing box [ ].
<PAGE>
CUSIP No. 495667105 Page 2 of 11 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 2,052,338 shares of
Shares Beneficially Power Common Stock, $.01
Owned by Each par value
Reporting Person:
________________________________________
8) Shared Voting
Power 0
________________________________________
9) Sole Disposi- 2,052,338 shares of
tive Power Common Stock, $.01 par value
________________________________________
10) Shared Dis-
positive Power 0
________________________________________
11) Aggregate Amount Beneficially 2,052,338 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 5.5%
Amount in Row (11)
_________________________________________________________________
14) Type of Reporting
CUSIP No. 495667105 Page 3 of 11 Pages
Person IN
_________________________________________________________________
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 2,458,150 shares of
Shares Beneficially Power Common Stock, $.01
Owned by Each par value
Reporting Person:
________________________________________
8) Shared Voting
Power 0
________________________________________
9) Sole Disposi- 2,458,150 shares of
tive Power Common Stock, $.01 par value
________________________________________
10) Shared Dis-
positive Power 0
________________________________________
11) Aggregate Amount Beneficially 2,458,150 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
_________________________________________________________________
CUSIP No. 495667105 Page 4 of 11 Pages
(13) Percent of Class
Represented by 6.6%
Amount in Row (11)
_________________________________________________________________
14) Type of Reporting
Person IN
_________________________________________________________________
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 1,903,890 shares of
Shares Beneficially Power Common Stock, $.01
Owned by Each par value
Reporting Person:
________________________________________
8) Shared Voting
Power 0
________________________________________
9) Sole Disposi- 1,903,890 shares of
tive Power Common Stock, $.01 par value
________________________________________
10) Shared Dis-
positive Power 0
________________________________________
11) Aggregate Amount Beneficially 1,903,890 shares of
Owned by Each Reporting Person Common Stock, $.01
par value
_________________________________________________________________
CUSIP No. 495667105 Page 5 of 12 Pages
CUSIP No. 495667105 Page 5 of 11 Pages
(12) Check if the Aggregate
Amount in Row (11)
Excludes Certain Shares
_________________________________________________________________
13) Percent of Class
Represented by 5.1%
Amount in Row (11)
_________________________________________________________________
14) Type of Reporting
Person IN
<PAGE>
CUSIP No. 495667105 Page 6 of 11 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 2,094,753 shares of
Shares Beneficially Power Common Stock, $.01
Owned by Each par value
Reporting Person:
________________________________________
8) Shared Voting 20,600 shares of
Power Common Stock, $.01
par value
________________________________________
9) Sole Disposi- 2,094,753 shares of
tive Power Common Stock, $.01 par value
________________________________________
10) Shared Dis- 20,600 shares of
positive Power Common Stock, $.01
par value
________________________________________
11) Aggregate Amount Beneficially 2,115,353 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 5.7%
Amount in Row (11)
CUSIP No. 495667105 Page 7 of 11 Pages
_________________________________________________________________
14) Type of Reporting
Person IN
<PAGE>
CUSIP No. 495667105 Page 8 of 11 Pages
Amendment No. 9 to Schedule 13D
Reference is hereby made to the statement on Schedule 13D
originally filed with the Securities and Exchange Commission (the "Commis-
sion") on July 23, 1985 with respect to the Common Stock, $.01 par value
(the "Common Stock") of King World Productions, Inc., a Delaware Corpora-
tion ("King World" or the "Issuer"), 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, Amendment No. 7
thereto filed on January 12, 1995 and Amendment No. 8 thereto filed on May
8, 1996 (as so amended, the "Schedule 13D").
Item 4. Purpose of the Transaction.
Item 4 of the Schedule 13D is hereby amended and restated to read
in its entirety as follows:
The Reporting Persons hold their Common Stock for purposes of
controlling and managing King World and for investment purposes. To the
extent permitted by the New Shareholders' Agreement referred to in Item 6,
the Reporting Persons, or any of them, from time to time may dispose of
shares of Common Stock they own in the public securities markets, at prices
they deem attractive.
Item 5. Interest in Securities of theIssuer.
Item 5 of the Schedule 13D is hereby amended and restated to read
in its entirety as follows:
(a) The following information is based on a total of 37,360,196
shares of Common Stock outstanding, as reported in the Issuer's most recent
proxy statement dated December 5, 1996.
As of the date hereof, Roger King beneficially owns 2,052,338
shares of Common Stock, or approximately 5.5% of the Common Stock outstand-
ing, and Michael King beneficially owns 2,458,150 shares of Common Stock,
or approximately 6.6% of the Common Stock outstanding, which calculations
include presently-exercisable options held by each of Roger King and
Michael King to purchase 540,000 shares of Common Stock. Richard King
beneficially owns 1,903,890 shares of Common Stock, or approximately 5.1%
of the Common Stock outstanding. Diana King beneficially owns 2,115,353
shares of Common Stock, or approximately 5.7% of the Common Stock outstand-
ing. Collectively, the Reporting Persons beneficially own an aggregate
8,529,731 shares of Common Stock, or approximately 22.8% of the Common
Stock outstanding.
CUSIP No. 495667105 Page 9 of 11 Pages
(b) Of the shares of Common Stock reported as beneficially owned by Diana
King, 20,600 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, 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) Not Applicable.
(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.
Item 6 of the Schedule 13D is hereby amended and restated to read
in its entirety as follows:
On February 10, 1997, the Issuer and the Reporting Persons agreed
to the termination of the Shareholders' Agreement dated as of May 1, 1991
among them, and entered into a new stockholders' agreement (the "New Share-
holders' Agreement"), pursuant to which they agreed to restrict their
aggregate public sales of shares of Common Stock to the number of shares
that could be sold by them as a group under Rule 144 under the Securities
Act of 1933, as amended, if they were all acting in concert with resepct to
such sales (the "Rule 144 Volume Limit"). Except as otherwise agreed among
or between the Reporting Persons, or as necessitated by decreases in the
Rule 144 Volume Limit, each Reporting Person will have the right, in any
three month period, to sell a number of shares of Common Stock equal to 25%
of the Rule 144 Volume Limit. The New Shareholders' Agreement will
terminate will terminate as to any Shareholder if (i) such Shareholder is
not, and has not been for a ninety day period, an "affiliate" of the
Company (within the meaning of paragraph (a)(1) of Rule 144) and is not
acting in concert with any other Shareholder with respect to his or her
sales of Common Stock or (ii) such Shareholder's aggregate ownership of
Common Stock is less than 500,000 shares. The New Shareholders' Agreement
does not apply to shares of Common Stock sold pursuant to an effective
registration statement or to private sales. The Issuer does not have any
right of first refusal on sales of Common Stock by the Reporting Persons
under the New Shareholders' Agreement.
The foregoing description of the New Shareholders' Agreement is
qualified in its entirety by reference to the New Shareholders' Agreement,
which is incorporated by reference in Exhibit A hereto.
CUSIP No. 495667105 Page 10 of 11 Pages
Item 7. Material to be Filed_as_Exhibits.
CUSIP No. 495667105 Page 8 of 12 Pages
Exhibit A -- New Shareholders' Agreement, dated as of February
10, 1997 (incorporated by refernce to Exhibit 10.1 to the Issuer's current
report on Form 8-K dated February 12, 1997).
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CUSIP No. 495667105 Page 11 of 11 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: February 14, 1997
/s/ Roger King
______________________________
Roger King
/s/ Michael King
______________________________
Michael King
/s/ Richard King
_____________________________
Richard King
/s/ Diana King
_____________________________
Diana King
