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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported) February 12, 1997
_________________
KING WORLD PRODUCTIONS, INC.
____________________________
(Exact Name of Registrant as Specified in Charter)
Delaware 1-9244 13-2565808
___________________________________________________________________
(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
1700 Broadway, New York, New York 10019
___________________________________________________________________
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (212) 315-4000
______________________
___________________________________________________________________
(Former Name or Former Address, if Changed Since Last Report)
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Item 5. Other Events.
____________
A. On February 10, 1997, King World Productions, Inc. (the
"Company") and four of its principal stockholders, Roger King, Chairman of
the Board of Directors of the Company, Michael King, President and Chief
Executive Officer of the Company, Richard King, a director of the Company,
and Diana King, Secretary and a director of the Company (collectively, the
"Shareholders"), agreed to the termination of the Stockholders' Agreement,
dated as of May 1, 1991, among them (the "Old Shareholders' Agreement").
Pursuant to the Old Shareholders' Agreement, each of the Shareholders had
agreed, among other things, to limit his or her individual annual sales of
Common Stock, $.01 par value, of the Company (the "Common Stock"), to the
greater of 200,000 shares or 10% of such Shareholder's aggregate holdings
at the beginning of each calendar year during the term of the Old
Shareholders' Agreement.
Concurrently with the termination of the Old Shareholders'
Agreement, the Shareholders entered into a new shareholders' agreement (the
"New Shareholders' 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
respect to such sales (the "Rule 144 Volume Limit"). Except as otherwise
agreed among or between the Shareholders, or as necessitated by decreases
in the Rule 144 Volume Limit, each Shareholder 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 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 Company does not have any right of first refusal on
sales of Common Stock by the Shareholders 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,
a copy of which is attached as Exhibit 10.1 hereto.
B. At the Company's 1997 annual meeting of stockholders, held
on January 13, 1997, an aggregate 32,806,035 shares of Common Stock were
present in person or by proxy. Votes cast for and against and abstentions
for the matters submitted to a vote of security-holders were as follows:
(i) Election of Directors:
Authority
Votes to Vote
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Nominee For Withheld
_______ ____ ________
Roger King 30,617,004 2,189,031
Michael King 30,617,154 2,188,881
Richard King 30,618,612 2,187,423
(ii) Approval of Amendments to the King World Productions, Inc.
1995 Amended and Restated Stock Option and Restricted Stock
Purchase Plan:
Votes Votes
For Against Abstentions
_____ ________ ___________
22,211,771 10,545,348 48,916
(iii) Appointment of Arthur Andersen LLP as auditors for the
fiscal year ending August 31, 1997:
Votes Votes
For Against Abstentions
_____ _______ ___________
32,734,613 45,185 26,237
C. The Company has also adopted the King World Productions,
Inc. and Subsidiaries Salesforce Bonus Plan (the "Salesforce Bonus Plan")
pursuant to which selected salesforce employees who are not officers of the
Company (within the meaning of Rule 16a-1(f) under the Securities Exchange
Act of 1934, as amended), or otherwise determined by the Company to be
covered by Item 402 of regulation S-K promulgated by the Securities and
Exchange Commission, are eligible to receive cash and/or equity incentives
in the form of non-qualified stock options. The Salesforce Bonus Plan was
adopted to provide a means of rewarding such salesforce employees for their
services to the Company and activating their future performance. The Board
of Directors has reserved an aggregate 500,000 shares of Common Stock for
issuance under the Salesforce Bonus Plan, and will set aside the amount of
cash to be awarded pursuant to the Plan on an annual basis. The Salesforce
Bonus Plan is administered by Roger King, the Company's Chairman and head
of its salesforce.
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Item 7. Financial Statements, Pro Forma Financial Information and Exhib-
its.
________________________________________________________________
(c) Exhibits.
10.1 Shareholders' Agreement, dated as of February 10, 1997,
among Roger King, Michael King, Richard King and Diana
King.<PAGE>
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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/Michael King
__________________________
Name: Michael King
Title: President and Chief
Executive Officer
Date: February 12, 1997
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INDEX TO EXHIBITS
Exhibit Description
_______ ____________
10.1 Shareholders' Agreement, dated as of February 10, 1997,
among Roger King, Michael King, Richard King and Diana King.
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[LEGEND] EXHIBIT 10.1
as of February 10, 1997
Michael King
12829 Marlboro
Los Angeles, California 90049
Roger King
1301 Spanish River Road
Boca Raton, Florida 33432
Diana King
Lee's Hill Road
New Vernon, New Jersey 07920
Richard King
1073 Ocean Boulevard (A1A), Penthouse
Hillsboro Beach, Florida 33062
Shareholders' Agreement
_______________________
Greetings:
This letter agreement sets forth the agreement among us as to the
manner in which we will make public sales of any shares of Common Stock,
$.01 par value, of King World Productions, Inc. (the "Company") that we
own. This letter agreement is intended to supersede, in all respects, the
Stockholders' Agreement, dated as of May 1, 1991 (the "Prior Agreement")
among the Shareholders and the Company. The Prior Agreement is being
terminated by the Shareholders and the Company on the date hereof pursuant
to a separate written instrument. As used herein, the term "Shareholder"
shall mean each of the undersigned, and, with reference to any one such
Shareholder shall include any person (except for other Shareholders) with
whom such Shareholder's sales must be aggregated under Rule 144.
In making public sales (that is, sales on a securities exchange
or in the over the counter market) of Common Stock, the undersigned agree
as follows:
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1. Subject to Section 2 hereof, each Shareholder will have the
right to sell 25% of the maximum number of shares of Common Stock that is
permitted to be sold by all Shareholders, acting in concert, pursuant to
Rule 144, reduced by the number of shares of Common Stock that were
previously sold by such Shareholder within the three month period then
ended (or shares that represented a part of such Shareholder's allocation
which were transferred to another Shareholder's allocation by such Share-
holder and sold within the three month period then ended, or which still
may be sold by the transferee pursuant to the terms of the transfer). To
the extent that a reduction in the amount permitted to be sold by the
Shareholders pursuant to paragraph (e) of Rule 144 results in a negative
allocation to a Shareholder at any time, the allocations to Shareholders
with positive allocations shall be reduced in proportion to their respec-
tive allocations so that the aggregate sales permitted to be made by all
Shareholders will not at any time exceed the volume limitation of paragraph
(e) of Rule 144 at the time in effect. Reference dates for making any
determination required to be made pursuant to this paragraph with respect
to a particular Shareholder shall be the date on which such Shareholder
files a notice pursuant to paragraph (h) of Rule 144 with respect to such
sale. No Shareholder shall make any sale in violation of the volume
limitation or other applicable provisions of Rule 144, assuming for this
purpose that all Shareholders are "acting in concert" with respect to the
sales.
2. Any Shareholder may transfer all or any part of his or her
sale allocation determined pursuant to Section 1 to another Shareholder,
provided that written evidence of such transfer signed by the transferor is
obtained and retained by the transferee. For purposes of determining
whether a transferee of one or more other Shareholders' share allocations
has sold shares that were the subject of such transfers, the shares subject
to such transfers will be deemed the last shares sold and will be attribut-
ed to the transferors in proportion to the numbers of allocated shares that
they transferred to the transferee Shareholder.
3. The Shareholders agree to coordinate their sale activities
through one broker (the "coordinating broker") and to cooperate in the
filing of any Forms 144 that may be required. The coordinating broker
shall be PaineWebber, but the coordinating broker may be changed at any
time by written agreement among all of the Shareholders designating a
different coordinating broker.
4. Each Shareholder agrees to provide all other Shareholders
with reasonable notice of his or her intention to sell any shares of Common
Stock, or to transfer his or her right to sell any shares pursuant to
Section 2, and, if known, the approximate date on which such sale or
transfer shall take place, so that each other Shareholder (or a transferee
of a Shareholder's rights to sell shares hereunder) has a reasonable
opportunity to sell his or her shares at the same time as the Shareholder
providing the notice. Each Shareholder likewise agrees to notify all other
Shareholders in writing of any and all sales he or she has made promptly
after receipt of confirmation thereof.
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5. The provisions of this Agreement may be modified, amended,
revoked or waived only by a written instrument signed by each of the Share-
holders.
6. Each Shareholder shall cause any person or entity (except
for other Shareholders) whose sales must be aggregated with the sales of
such Shareholder under Rule 144 to agree to refrain from making any sales
that would cause the limitations on such Shareholders' sales hereunder to
be exceeded. A copy of such agreement shall be promptly distributed to all
other Shareholders. In addition, each Shareholder that transfers any
shares of Common Stock (other than by way of a public sale) to any such
person or entity agrees to treat sales by the transferee as his or her own
sales for purposes of this Agreement.
7. All notices and designations hereunder shall be in writing
delivered personally, by overnight courier service or transmitted by
telecopier, or given orally or by telephone and with written confirmation
by one of the foregoing means, addressed to each of the Shareholders at
their addresses as set forth above or to such other address as to which a
Shareholder provides notice of to the other Shareholders. A copy of any
notice given to Diana King hereunder shall, unless otherwise specified by
Diana King, be provided in the same time period and by the same means as
described above to Gold, Farrell & Marks (Attn: Alan R. Friedman), 41
Madison Avenue, New York, New York 10010. A copy of any notice given to
Michael King, Roger King and/or Richard King hereunder shall, unless
otherwise specified by Michael King, Roger King and/or Richard King, as
applicable, be provided in the same time period and by the same means as
described above to Robert Madden, 12400 Wilshire Boulevard, Suite 1220, Los
Angeles, California 90025.
8. A Shareholder shall be released from his or her obligations
under this Agreement and shall no longer be subject to its provisions if
(1) such Shareholder (a) 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 (b) is not acting in concert with any other Shareholder with
respect to his or her sales of Common Stock under Rule 144; or (2) such
Shareholder's aggregate ownership of Common Stock is less than 500,000
shares. The provisions of this agreement shall not apply to any shares of
Common Stock sold by a Shareholder pursuant to an effective registration
statement.
9. This Agreement shall be governed by and construed in
accordance with the laws of the State of Delaware.
10. This Agreement shall be construed, interpreted and applied
in a manner that furthers the Shareholders' mutual intention to afford each
Shareholder an equal opportunity to sell his or her shares in the public
securities markets, and to comply with the requirements of Rule 144 and
other applicable laws.
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11. This letter agreement may be executed in any number of
counterparts, each of which when executed shall be deemed an original, but
all of which taken together shall constitute one and the same agreement.
/s/ Roger King
__________________________________
Roger King
/s/ Michael King
__________________________________
Michael King
/s/ Richard King
__________________________________
Richard King
/s/ Diana King
__________________________________
Diana King
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