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) September 24, 1998
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KING WORLD PRODUCTIONS, INC.
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(Exact Name of Registrant as Specified in Charter)
Delaware 1-9244 13-2565808
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(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
12400 Wilshire Boulevard, Los Angeles, California 90025
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (310) 826-1108
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(Former Name or Former Address, if Changed Since Last Report)
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Item 5. Other Events.
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On September 24, 1998, King World Productions, Inc. ("King World"),
issued a press release announcing the renewal of THE OPRAH WINFREY SHOW for the
2000-2001 and 2001-2002 broadcast seasons. The renewal was made pursuant to an
amendment to King World's agreement with Harpo, Inc. ("HARPO") for the
distribution of the show.
A copy of the press release is filed herewith as Exhibit 99.1.
Under the terms of King World's agreement with HARPO prior to the
amendment, King World is the exclusive distributor of THE OPRAH WINFREY SHOW
through the 1999-2000 television season, although HARPO is free to make any
other arrangements for the distribution of the show thereafter. Under the
amended agreement, HARPO and Ms. Winfrey have agreed to produce and host the
show for the 2000-2001 and 2001-2002 seasons and to extend the engagement of
King World as the exclusive distributor of the show for those seasons.
Under the amended agreement, King World will receive distribution fees
based on a percentage of the gross revenues generated by the show. Such
distribution fees are significantly less than those applicable to seasons
through the 1999-2000 season, and, as a result, the contribution of THE OPRAH
WINFREY SHOW to King World's net profits and cash flow will decline.
The amendment also contains a guarantee of Harpo's share of the
revenues from the show in amounts that are higher than those applicable to the
1999-2000 broadcast season and provides for the payment by King World of $75
million within 30 days, representing an advance against the minimum
participation payments to HARPO for the 2000-2001 broadcast season, and an
additional $75 million on June 1, 2000, representing an advance against minimum
participation payments to HARPO for the 2001-2002 broadcast season.
Pursuant to the amended agreement, King World granted to Ms. Winfrey
and certain of her associates stock options to purchase an aggregate 1.13
million shares of Common Stock at a price of $26 7/16ths per share. All such
stock options were fully vested at the time of grant and have a term of ten
years.
The agreement contains certain "key man" provisions under which, if
Roger King ceases to serve as King World's senior executive responsible for
supervising the distribution of THE OPRAH WINFREY SHOW before the show has been
licensed to television stations representing at least 70% of the television
households for the 2000-2001 or 2001-2002 broadcast seasons, Harpo has the right
to terminate King World's distribution rights for such seasons, provided that
King World will remain entitled to distribution fees arising from licenses
issued by it prior to such termination.
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Item 7. Financial Statements, Pro Forma Financial Information
and Exhibits.
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(c) Exhibits.
99.1 Press Release dated September 24, 1998.
SIGNATURE
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
Name: Steven A. LoCascio
Title: Senior Vice President and
Chief Financial Officer
Date: September 29, 1998
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INDEX TO EXHIBITS
Exhibit Description
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99.1 Press Release dated September 24, 1998.
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EXHIBIT 99.1
FOR IMMEDIATE RELEASE
OPRAH WINFREY TO CONTINUE TO HOST AND PRODUCE
"THE OPRAH WINFREY SHOW" FOR AN ADDITIONAL TWO YEARS
THROUGH THE YEAR 2002!
LOS ANGELES, CA, SEPTEMBER 24, 1998 -- HARPO Productions, Inc., the producer of
THE OPRAH WINFREY SHOW and King World Productions, Inc., (NYSE:KWP) the
program's distributor, today announced that Oprah Winfrey will continue to host
and produce the Emmy Award-winning and highly-rated THE OPRAH WINFREY SHOW for
an additional two years through the 2001-2002 broadcast season.
"I've renewed my commitment to continue THE OPRAH WINFREY SHOW beyond the year
2000 because I believe that real-life stories and guidance from our team of
experts in a variety of fields can continue to enlighten and entertain our
millions of viewers around the world," said Ms. Winfrey. "Now, more than ever, I
am determined to 'run on and see what the end will be.'"
"THE OPRAH WINFREY SHOW remains the premier talk show on television today,"
stated Roger King, Chairman of King World. "No one has ever made as powerful an
impact on the lives of viewers as Oprah, so we are thrilled that she has decided
to continue hosting and producing THE OPRAH WINFREY SHOW through the 2001-2002
broadcast season and to extend the distribution of the show by King World. It is
an honor to be associated with Oprah Winfrey and her talk show, and we look
forward to taking this program of excellence and integrity into the 21st
century."
Under the terms of King World's current agreement with HARPO, King World is the
exclusive distributor of THE OPRAH WINFREY SHOW through the 1999-2000 television
season, although HARPO is free to make any other arrangements for the
distribution of the show thereafter. Under the arrangements announced today,
HARPO and Ms. Winfrey have agreed to produce and host the show for the 2000-2001
and 2001-2002 seasons and to extend the engagement of King World as the
exclusive distributor of the show for those seasons.
Under the amendment to the agreement between HARPO and King World relating to
the distribution of the show, King World will receive distribution fees based on
a percentage of the gross revenues generated by the show. Such distribution fees
are significantly less than those applicable to seasons through the 1999-2000
season, and, as a result, the contribution of THE OPRAH WINFREY SHOW to King
World's net profits and cash flow will decline. In connection with the
amendment, King World has also agreed to pay HARPO $75 million within 30 days,
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representing an advance against the minimum participation payments to HARPO for
the 2000-2001 broadcast season and an additional $75 million to HARPO on June 1,
2000, representing an advance against minimum participation payments to HARPO
for the 2001-2002 broadcast season.
THE OPRAH WINFREY SHOW kicked off its 13th season in syndication on September 8,
1998. Since its 1986 premiere, the program has remained the #1 talk show for 12
consecutive seasons and has garnered 32 prestigious Daytime Emmy Awards,
including the 1998 "Outstanding Talk Show" honor. Carried by 206 television
stations nationwide, and in 135 international territories, THE OPRAH WINFREY
SHOW reigns as the most popular talk show in the world, and is the highest-rated
talk show in television history.
THE OPRAH WINFREY SHOW is produced by HARPO Productions, Inc. at HARPO
Studios in Chicago, Illinois and is distributed exclusively by King World
Productions, Inc. in domestic and international markets.
King World is the leading worldwide distributor of first-run programming,
including WHEEL OF FORTUNE, JEOPARDY! and THE OPRAH WINFREY SHOW, the three
highest-rated, first-run strips in syndication. The company produces and
distributes the syndicated newsmagazine INSIDE EDITION, and distributes the MR.
FOOD insert and a library of feature films and television programs. It also
co-produces and distributes THE ROSEANNE SHOW and HOLLYWOOD SQUARES, and will
co-produce and distribute THE MARTIN SHORT SHOW, which is being launched for
possible premiere in Fall 1999. The Company's barter subsidiary, King World
Media Sales, sells national advertising time in King World and other TV
programming. Another subsidiary, King World Direct, is a worldwide,
full-service, direct marketing company.
For further information, contact: Randi Cone, King World, (212) 315-4000
