Registration No.
==========================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________
FORM S-8
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 (I.R.S. employer
jurisdiction of identification number)
incorporation or
organization)
12400 Wilshire Boulevard
Los Angeles, California 90025
(Address of Principal Executive Offices) (Zip Code)
____________
KING WORLD PRODUCTIONS, INC.
1996 AMENDED AND RESTATED STOCK OPTION AND RESTRICTED STOCK PURCHASE PLAN
(Full title of the Plan)
____________
Michael King
Vice-Chairman and Chief Executive Officer
King World Productions, Inc.
12400 Wilshire Boulevard
Los Angeles, California 90025
(Name and address of agent for service)
(310) 826-1108
(Telephone number, including area code, of agent for service)
____________
Copies to:
MARK J. TANNENBAUM, ESQ.
Reboul, MacMurray, Hewitt, Maynard & Kristol
45 Rockefeller Plaza
New York, N. Y. 10111
CALCULATION OF REGISTRATION FEE
==========================================================================
Proposed Proposed
maximum maximum
Amount offering aggregate Amount of
Title of securities to be price per offering registration
to be registered registered share<F1> price<F1> fee
__________________________________________________________________________
Common Stock,
$.01 par value 1,000,000 shs.<F2> $54.44 $54,440,000 $16,059.80
==========================================================================
[FN]
<F1> Calculated pursuant to Rule 457(c) and 457(h) using the average of the
high and low prices reported on the New York Stock Exchange on January
23, 1998.
<F2> The Registrant is effecting a two-for-one stock split in the form of a
stock dividend payable on February 17, 1998 to holders of record on
February 3, 1998. The number of shares and stock prices described
herein are all on a pre-stock dividend basis.
==========================================================================
<PAGE>
<PAGE #> EXPLANATORY NOTE
________________
This Registration Statement has been prepared in accordance with
the requirements of Form S-8 under the Securities Act of 1933, as amended
(the "Act"), to register 1,000,000 shares of common stock, $.01 par value
("Common Stock"), of King World Productions, Inc. (the "Registrant") (on a
pre-stock dividend basis) issuable pursuant to the Registrant's 1996
Amended and Restated Stock Option and Restricted Stock Purchase Plan (the
"Plan").
Pursuant to Rule 429 under the Act, the Prospectus to be deliv-
ered pursuant to this Registration Statement will be a combined prospectus
relating to (i) the shares registered hereunder, (ii) the remaining unsold
shares under Registration Statement No. 333-11363, (iii) the remaining
unsold shares registered under Registration Statement 33-54691 and (iv) the
remaining unsold shares registered under Registration Statement No.
33-30694. This Registration Statement also constitutes Post-Effective
Amendment No. 2 to Registration Statement No. 333-11363, Post-Effective
Amendment No. 2 to Registration Statement No. 33-54691 (collectively the
"Registration Statements") and Post-Effective Amendment No. 3 to Registra-
tion Statement No. 33-30694. The contents of the Registration Statements
are incorporated herein by reference. The Post-Effective Amendments shall
become effective upon filing in accordance with Section 8(c) of the Act and
Rule 464 promulgated thereunder.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Pursuant to Rule 428(b)(1) under the Act, an information
statement containing the information specified in Part I of this Form S-8
(an "Information Statement") will be distributed to participants under the
Plan. Each Information Statement, taken together with the documents
incorporated by reference herein pursuant to Item 3 of Part II below,
constitutes a prospectus meeting the requirements of Section 10(a) of the
Act pursuant to Rule 428(a)(1) under the Act, and each Information State-
ment is hereby incorporated by reference in this Registration Statement.
All items incorporated herein by reference in Item 3 of Part II below and
all other documents required to be delivered to participants pursuant to
Rule 428(b) of the Act, shall be made available without charge upon written
or oral request. Requests for such documents should be directed to Steven
A. LoCascio, King World Productions, Inc., c/o King World Corporation, 830
Morris Turnpike, Short Hills, New Jersey 07078.
Under cover of this Form S-8 is a reoffer prospectus prepared in
accordance with Part I of Form S-3 under the Act (the "Reoffer Prospec-
tus"). The Reoffer Prospectus may be utilized for reofferings and resales
of up to 4,536,833 shares of Common Stock acquired by selling stockholders
through participation in the Plan and King World Productions, Inc. Incen-
tive Equity Compensation Plan for Senior Executives.<PAGE>
<PAGE #>REOFFER PROSPECTUS
KING WORLD PRODUCTIONS, INC.
4,536,833 SHARES
COMMON STOCK
This Reoffer Prospectus (the "Prospectus") relates to the
offering by certain selling stockholders (the "Selling Stockholders") of
King World Productions, Inc. (the "Company") who may be deemed "affiliates"
of the Company (as such term is defined in Section 405 of the Securities
Act of 1933, as amended (the "Act")), of 4,536,833 shares of common stock,
$.01 par value ("Common Stock") of the Company, which may be acquired by
them pursuant to the exercise of options granted to them pursuant to the
Company's 1996 Amended and Restated Stock Option and Restricted Stock
Purchase Plan and the Company's Incentive Equity Compensation Plan for
Senior Executives (the "Plans").
Selling Stockholders may, from time to time, offer all or part of
the shares acquired by them pursuant to Awards made by the Company under
the Plans on the over-the-counter market or such national securities
exchange upon which the Common Stock is traded at the time of such sales,
at prices prevailing at the time of such sales, or in negotiated transac-
tions. The Company will pay all expenses in preparing and reproducing the
Registration Statement of which this Prospectus is a part, but will not
receive any part of the proceeds of any sales of such shares. In addition,
any securities covered by this Prospectus which qualify for sale pursuant
to Rule 144 may be sold under Rule 144 rather than pursuant to this
Prospectus. The Selling Stockholders will pay the brokerage commissions
charged to sellers in connection with such sales. See "Plan of Distribu-
tion."
The Common Stock is traded on the New York Stock Exchange. On
January 23, 1998, the closing price of the Common Stock was $54.44 per
share.
____________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED
BY THE SECURITIES AND EXCHANGE COMMISSION NOR HAS THE
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF
THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
____________
No person has been authorized to give any information or make any
representation in connection with this offering other than is contained in
this Prospectus, and, if given or made, such information or representation
must not be relied upon as having been authorized by the Company or any
Selling Stockholder. This Prospectus does not constitute an offer to sell
or a solicitation of an offer to buy any security offered hereby in any
jurisdiction to any person to whom it is unlawful to make such offer or
solicitation in such jurisdiction. Neither the delivery of this Prospectus
nor any sale made hereunder shall, under any circumstances, create any
implication that there has been no change in the affairs of the Company
since the date hereof or that the information contained herein is correct
as of any time subsequent to its date. However, if any material change
occurs while this Prospectus is required by law to be delivered, this
Prospectus will be amended or supplemented accordingly.
____________
The date of this Prospectus is January 29, 1998<PAGE>
<PAGE #>
TABLE OF CONTENTS
Available Information . . . . . . . . . . . . . . . . . . . 1
The Company . . . . . . . . . . . . . . . . . . . . . . . . 2
Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . 2
Selling Stockholders. . . . . . . . . . . . . . . . . . . . 2
Plan of Distribution. . . . . . . . . . . . . . . . . . . . 4
Incorporation of Certain Documents by Reference . . . . . . 4
Legal Matters . . . . . . . . . . . . . . . . . . . . . . . 4
Experts . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Other Matters . . . . . . . . . . . . . . . . . . . . . . . 5
AVAILABLE INFORMATION
The Company has filed with the Securities and Exchange Commission
(the "Commission") a Registration Statement (the "Registration Statement")
under the Act with respect to the shares of Common Stock offered hereby.
This Prospectus does not contain all the information set forth in the
Registration Statement. For further information, reference is made to the
Registration Statement and to the exhibits filed therewith. Each statement
made in this Prospectus referring to a document filed as an exhibit to the
Registration Statement or incorporated herein by reference is qualified by
reference to such document.
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934 (the "Exchange Act") and in accordance
therewith files reports and other information with the Commission.
Reports, proxy statements and other information filed by the Company can be
inspected and copied at public reference facilities maintained by the
Commission at Room 1024, 450 Fifth Street, N.W., in Washington, D.C., and
at the Commission's Regional Offices located at 7 World Trade Center, 13th
Floor, New York, New York 10048 and Suite 1400, 500 West Madison Street,
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.
The Common Stock of the Company is listed on the New York Stock
Exchange. Reports, proxy statements and other information filed by the
Company with the Commission can be inspected at the offices of the New York
Stock Exchange, 20 Broad Street, New York, New York 10005.
The Company will promptly furnish, without charge, to each person
to whom this Prospectus is delivered, upon written request of such person,
a copy of any and all of the information that has been incorporated by
reference in this Prospectus (other than exhibits to such information,
unless such exhibits are specifically incorporated by reference into such
information). Requests for such copies should be directed to Steven A.
LoCascio, King World Productions, Inc., c/o King World Corporation, 830
Morris Turnpike, Short Hills, New Jersey 07078.
THE COMPANY
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
the first-run strip syndication of the television series THE OPRAH WINFREY
SHOW, WHEEL OF FORTUNE, and JEOPARDY!; and INSIDE EDITION.
The Company distributes THE OPRAH WINFREY SHOW pursuant to an
agreement with Harpo, Inc., the producer of the series. The Company intro-
duced 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). INSIDE EDITION is produced and distributed by
the Company.
The Company's corporate headquarters are located at 12400
Wilshire Boulevard, Los Angeles, California 90025, telephone number
(310) 826-1108.
USE OF PROCEEDS
All of the shares of Common Stock are being offered by the
Selling Stockholders. The Company will not receive any proceeds from sales
of Common Stock by the Selling Stockholders.
SELLING STOCKHOLDERS
The Selling Stockholders consist of officers and directors
(including non-employee directors) of the Company. Such Selling Stockhold-
ers may offer up to an aggregate 4,526,833 shares of Common Stock which may
be acquired by them pursuant to the exercise of options granted to them
under the Plans. There is no assurance that any of the Selling Stockhold-
ers will sell any or all of the Common Stock offered by them hereunder. As
of January 23, 1998, an aggregate 6,642,018 options have been granted to
the Selling Stockholders pursuant to the Plans, of which, as of such date,
4,526,833 options remain outstanding and an aggregate 1,960,834 options
have vested and are fully exercisable.
The following table sets forth: (i) the name and position of each
of the Selling Stockholders, (ii) the number of shares of Common Stock
beneficially owned by each Selling Stockholder as of January 23, 1998,
(iii) the number of shares of Common Stock that may be offered and sold by
each Selling Stockholder pursuant to this Prospectus and (iv) the amount
and percentage of the Common Stock to be owned by each Selling Stockholder
after completion of this offering. The inclusion in the table of the
individuals named therein shall not be deemed to be an admission that any
such individuals are "affiliates" of the Company.
<PAGE>
<PAGE #>
<TABLE>
<CAPTION>
Shares Owned Shares Owned
as of Shares After Offering <F2>
______________
Name and Position January 23, 1998 <F1> Offered Number Percentage
_________________ __________________ _______ ______ __________
<S> <C> <C> <C> <C>
Roger King 3,131,763 <F3> 1,740,000 <F3> 1,391,763 3.6%
Chairman of
the Board and
Director
Michael King 3,458,150 <F4> 1,740,000 <F4> 1,718,150 4.4%
Vice Chairman,
Chief Executive
Officer and
Director
Jules Haimovitz 250,000 250,000 0 <F5>
President and
Chief Operating
Officer
Steven R. Hirsch 262,000 262,000 0 <F5>
President,
King World Media
Sales, Inc.
Steven A. LoCascio 125,000 125,000 0 <F5>
Senior Vice President
and Chief Financial
Officer
Jonathan Birkhahn 165,000 159,000 6,000 <F5>
Senior Vice President
Business Affairs and
General Counsel
Michael Spiessbach 100,000 100,000 0 <F5>
President, King World
Ventures
Robert V. Madden 102,706<F6> 100,000 2,706 <F5>
Senior Vice President
Administration
Joel Chaseman 30,833 30,833 0 <F5>
Director
Fredric D. Rosen 10,000 10,000 0 <F5>
Director
Richard King 1,787,565 10,000 1,777,565 4.8%
Director
__________________________
<FN>
<F1> Includes shares of Common Stock underlying options granted to the
Selling Stockholders under the Plans, whether or not exercisable.
<F2> Assuming all shares that may be offered hereby are sold and based on
36,709,803 shares outstanding on January 23, 1998, as well as shares of
Common Stock underlying options granted to each selling stockholder under
the Plans, whether or not exercisable.
<F3> Includes 240,000 shares issuable upon exercise of currently exercis-
able stock options granted to Mr. King under the Company's Incentive Equity
Compensation Plan for Senior Executives, and excludes 5,750 shares held by
Mrs. Roger King.
<F4> Includes 240,000 shares issuable upon exercise of currently exercis-
able stock options granted to Mr. King under the Company's Incentive Equity
Compensation Plan for Senior Executives.
<F5> Less than 1%.
<F6> Includes 1,035 shares held in Mr. Madden's IRA account, 997 shares
held in his wife's IRA account and an aggregate 404 shares held in two
trust accounts for the benefit of Mr. Madden's minor daughters. Mr. Madden
disclaims beneficial ownership of the shares held by such trusts and by his
wife.
</FN>
/TABLE
<PAGE>
<PAGE #> PLAN OF DISTRIBUTION
Selling Stockholders may, from time to time, offer all or part of
the shares acquired by them pursuant to Awards made by the Company under
the Plans on the over-the-counter market or such national securities
exchange upon which the Common Stock is traded at the time of such sales,
at prices prevailing at the time of such sales, or in negotiated transac-
tions. The Company will pay all expenses in preparing and reproducing the
Registration Statement of which this Prospectus is a part, but will not
receive any part of the proceeds of any sales of such shares. In addition,
any securities covered by this Prospectus which qualify for sale pursuant
to Rule 144 may be sold under Rule 144 rather than pursuant to this
Prospectus. The Selling Stockholders will pay the brokerage commissions
charged to sellers in connection with such sales.
The Company and the Selling Stockholders may enter into customary
agreements concerning indemnification and the provision of information in
connection with the sale of the Shares.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
There are incorporated in this Prospectus by reference the
following documents which have been filed with the Securities and Exchange
Commission (the "Commission"):
1. The Company's Annual Report on Form 10-K for the year ended
August 31, 1997.
2. The Company's Quarterly Report on Form 10-Q for the quarterly
period ended November 30, 1997.
3. The Company's Proxy Statement for its 1998 Annual Meeting of
Stockholders.
4. "Description of the Company's Securities to be Registered"
contained in the Registration Statement on Form 8-A filed with the Commis-
sion 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 reports subsequently filed by the Company pursuant to Section
13, 14 or 15(d) of the Exchange Act prior to the termination of the
offering 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.
LEGAL MATTERS
The validity of the shares of Common Stock offered hereby will be
passed upon for the Company by Reboul, MacMurray, Hewitt, Maynard &
Kristol, 45 Rockefeller Plaza, New York, New York 10111.
EXPERTS
The consolidated financial statements included in the Company's
Annual Report on Form 10-K for the year ended August 31, 1997, 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.
OTHER MATTERS
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 Dela-
ware 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 Corpora-
tion 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 investiga-
tive (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.
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.
The foregoing statements are subject to the detailed provisions
of Sections 145 and 102(b)(7) of the Delaware General Corporation Law,
Article VI of the Company's By-laws, Article IX of the Company's By-laws,
Article IX of the Company's Restated Certificate of Incorporation, as
amended, and the above-mentioned agreements with each of the Company's
directors, as applicable.
Insofar as indemnification for liabilities arising under the Act
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 Securi-
ties Act and is therefore unenforceable.<PAGE>
<PAGE #>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
There are hereby incorporated by reference herein the following
documents which have been filed with the Securities and Exchange Commission
(the "Commission"):
1. The Company's Annual Report on Form 10-K for the year ended
August 31, 1997.
2. The Company's Quarterly Report on Form 10-Q for the quarterly
period ended November 30, 1997.
3. The Company's Proxy Statement for its 1998 Annual Meeting of
Stockholders.
4. "Description of Registrant's Securities to be Registered"
contained in the Registration Statement on Form 8-A filed with the Commis-
sion 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 Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act after the date of this Registration
Statement and prior to the filing of a post-effective amendment hereto that
indicates that all securities offered have been sold or that deregisters
all such securities then remaining unsold, shall be deemed to be incorpo-
rated by reference herein and to be a part hereof from the date of filing
of such documents.
Any statement contained in a document incorporated by reference
herein shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained herein or
in any other subsequently filed document that 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
Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
See Paragraph 4 of Item 3 of Part II of this Registration
Statement.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. 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 Dela-
ware 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, adminis-
trative 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 pro-
ceeding, 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 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 direc-
tors, 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.
The foregoing statements are subject to the detailed provisions
of Sections 145 and 102(b)(7) of the Delaware General Corporation Law,
Article VI of the Company's By-laws, Article IX of the Company's By-laws,
Article IX of the Company's Restated Certificate of Incorporation, as
amended, and the above-mentioned agreements with each of the Company's
directors, as applicable.
See "Item 9, Undertakings" for a description of the Commission's
position regarding such indemnification provisions.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
<TABLE>
<CAPTION>
Exhibit
Number Description
_______ ___________
<C> <S>
4.1. Registrant's Restated Certificate of Incorporation
(incorporated by reference to Exhibit 3.1 to the
Registrant's Registration Statement No. 2-93987).
4.2. Certificate of Amendment to the Registrant's Restated
Certificate of Incorporation (incorporated by reference
to Exhibit 3.3 to the Registrant's Registration State-
ment No. 33-8357).
4.3. Registrant's By-laws, as amended October 10, 1996 (in-
corporated by reference to Exhibit 3.3 to the Regis-
trant's Annual Report on Form 10-K for the fiscal year
ended August 31, 1997).
4.4. 1996 Amended and Restated Stock Option and Restricted Stock
Purchase Plan of the Registrant.
5. Opinion of Reboul, MacMurray, Hewitt, Maynard & Kristol with
respect to the legality of the securities being registered.
23.1. Consent of Reboul, MacMurray, Hewitt, Maynard & Kristol (included
in Exhibit 5).
23.2. Consent of Arthur Andersen LLP.
24. Powers of Attorney (included on signature page to original
filing).
</TABLE>
ITEM 9. 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;
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 Act, 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-effec-
tive 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 Act, each filing of the Registrant's
annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Exchange Act) that is incorporated by
reference in this 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 Act may be permitted to directors, officers and con-
trolling persons of the Registrant pursuant to the provisions described in
Item 6 above, or otherwise, the Registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is, therefore, unenforce-
able. In the event that a claim for indemnification against such liabili-
ties (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.<PAGE>
<PAGE #> 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-8 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, STATE OF NEW YORK, ON
THE 29TH DAY OF JANUARY 1998.
KING WORLD PRODUCTIONS, INC.
By /s/ Michael King
__________________________________
Michael King
Chief Executive Officer
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS IN
THE CAPACITIES AND ON THE DATES INDICATED:
<TABLE>
<CAPTION>
Signatures Title Date
__________ _____ ____
<C> <S> <C>
Chief Executive Officer January 29, 1998
/s/ Michael King and Director
Michael King (Principal Executive Officer)
Director January 29, 1998
/s/ Roger King
Roger King
Director January 29, 1998
/s/ Diana King
Diana King
Director January 29, 1998
/s/ Richard King
Richard King
Director January 29, 1998
/s/ Fredric D. Rosen
Fredric D. Rosen
Director January 29, 1998
/s/ Raymond G. Chambers
Raymond G. Chambers
Chief Financial Officer January 29, 1998
/s/ Steven A. LoCascio
Steven A. LoCascio (Principal Financial and Accounting Officer)
</TABLE>
<PAGE>
<PAGE #> EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
_______ ___________
<C> <S>
4.1. Registrant's Restated Certificate of Incorpora-
tion (incorporated by reference to Exhibit 3.1 to
the Registrant's Registration Statement No. 2-
93987).
4.2. Certificate of Amendment to the Registrant's Re-
stated Certificate of Incorporation (incorporated
by reference to Exhibit 3.3 to the Registrant's
Registration Statement No. 33-8357).
4.3. Certificate of Amendment to the Registrant's Re-
stated Certificate of Incorporation.
4.4. Registrant's By-laws, as amended October 10, 1996
(incorporated by reference to Exhibit 3.3 to the
Registrant's Annual Report on Form 10-K for the
fiscal year ended August 31, 1997).
4.5. 1996 Amended and Restated Stock Option and Re-
stricted Stock Purchase Plan of the Registrant
(incorporated by reference to Exhibit 10.11 to the
Registrant's Annual Report on Form 10-K for the
fiscal year ended August 31, 1997).
5. Opinion of Reboul, MacMurray, Hewitt, Maynard &
Kristol with respect to the legality of the secu-
rities being registered.
23.1. Consent of Reboul, MacMurray, Hewitt, Maynard &
Kristol (included in Exhibit 5).
23.2. Consent of Arthur Andersen LLP.
24. Powers of Attorney (included on signature page to
original filing).
</TABLE.<PAGE>
<PAGE #> Exhibit 4.3
</TABLE>
CERTIFICATE OF AMENDMENT
TO
RESTATED CERTIFICATE OF INCORPORATION
OF
KING WORLD PRODUCTIONS, INC.
KING WORLD PRODUCTIONS, INC., a corporation organized and
existing under the laws of the State of Delaware (the "Corporation"), DOES
HEREBY CERTIFY as follows:
FIRST: that at a meeting of the Board of Directors of the
Corporation held on October 28, 1997, a resolution was duly passed setting
forth a proposed amendment to the Restated Certificate of Incorporation of
the Corporation, declaring such amendment to be advisable and directing
that such amendment be submitted to the stockholders of the Corporation for
their approval at the annual meeting of stockholders to be held on January
19, 1998 (the "Annual Meeting"). The resolution approving the proposed
amendment is as follows:
RESOLVED, that the Board of Directors hereby proposes, approves
and declares the advisability of an amendment to Article IV of the
Restated Certificate of Incorporation of the Corporation increasing
the number of shares of Common Stock, par value $.01 per share, of the
Corporation (the "Common Stock"), that the Corporation is authorized
to issue from 75,000,000 to 150,000,000 and the total number of shares
which the Corporation is authorized to issue from 80,000,000 to
155,000,000.
SECOND: that the amendment to the Restated Certificate of
Incorporation effected by this Certificate was duly authorized at the
Annual Meeting by the holders of a majority of the outstanding stock of the
Corporation entitled to vote thereon, after first having been declared
advisable by the Board of Directors of the Corporation, all in accordance
with the provisions of Section 242 of the General Corporation Law of the
state of Delaware.
THIRD: that the capital of the Corporation will not be reduced
under, or by reason of, the foregoing amendment to the Restated Certificate
of Incorporation of the Corporation.
FOURTH: that by reason of the approval of the amendment to the
Restated Certificate of Incorporation of the Corporation by the stockhold-
ers, the first paragraph of Article IV of the Restated Certificate of
Incorporation, as previously amended by an amendment thereto dated as of
August 27, 1986, shall henceforth read in its entirety as follows:
"The total number of shares of stock which the Corporation
shall have authority to issue is one hundred fifty-five million
(155,000,000) shares, consisting of five million (5,000,000)
shares of Preferred Stock, par value $.01 per share (hereinafter
called "Preferred Stock"), and one hundred fifty million
(150,000,000) shares of Common Stock, par value $.01 per shares
(hereinafter called "Common Stock")."
IN WITNESS WHEREOF, KING WORLD PRODUCTIONS, INC. has caused this
Certificate of Amendment to the Restated Certificate of Incorporation to be
signed by an officer of the Corporation thereunto duly authorized, hereby
declaring, certifying and acknowledging under penalties of perjury that the
facts herein stated are true and that this Certificate of Amendment is the
act and deed of the Corporation this 28th day of January 1998.
KING WORLD PRODUCTIONS, INC.
By________________________________
<PAGE>
<PAGE #> Exhibit 5
(Letterhead of Reboul, MacMurray, Hewitt, Maynard & Kristol)
January 29, 1998
King World Productions, Inc.
830 Morris Turnpike
Short Hills, New Jersey 07078
King World Productions, Inc.
Registration Statement on Form S-8
__________________________________
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-8 (the "Registration Statement"),
filed under the Securities Act of 1933, as amended (the "Act"), relating to
the offering of an aggregate 1,000,000 (pre-stock dividend) shares of its
Common Stock, $.01 par value (the "Shares"), pursuant to the Company's 1996
Amended and Restated Stock Option and Restricted Stock Purchase Plan (the
"Plan").
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.
2. When issued and sold upon the exercise of options granted
or pursuant to awards made in accordance with the terms of the Plan, each
of 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 the Prospectus comprising a part of the Registration Statement.
Very truly yours,
<PAGE>
<PAGE #> 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,
1997 included in King World Productions, Inc.'s Annual Report on Form 10-K
for the year ended August 31, 1997 and to all references to our Firm
included in this registration statement.
ARTHUR ANDERSEN LLP
New York, New York
January 27, 1998
