CUSIP No. 495667 10 5 Page 1 of 9 Pages
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. 12) [FN1]
King World Productions, Inc.
(Name of Issuer)
Common Stock, $.01 par value
(Title of Class of Securities)
495667 10 5
(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)
March 31, 1999
(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(e), 13d-1(f) or 13d-1(g), check the following box
[ ].
__________________
1 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
securites, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page. The information
required on the remainder of this cover page shall not be deemed to be
"filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 or otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act.
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CUSIP No. 495667 10 5 Page 2 of 9 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 4,572,026 shares of
Shares Beneficially Power Common Stock, $.01
Owned by Each par value
Reporting Person:
8) Shared Voting
Power 0
9) Sole Disposi- 4,572,026 shares of
tive Power Common Stock, $.01 par
value
10) Shared Disposi-
tive Power 0
11) Aggregate Amount Beneficially 4,572,026 shares of
Owned by Each Reporting Person Common Stock, $.01
par value
12) Check if the Aggregate Excludes 11,500 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 6.3%
Amount in Row (11)
14) Type of Reporting
Person IN
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CUSIP No. 495667 10 5 Page 3 of 9 Pages
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 5,716,300 shares of
Shares Beneficially Power Common Stock, $.01
Owned by Each par value
Reporting Person:
8) Shared Voting
Power 0
9) Sole Disposi- 5,716,300 shares of
tive Power Common Stock, $.01 par
value
10) Shared Disposi-
tive Power 0
11) Aggregate Amount Beneficially 5,716,300 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 7.8%
Amount in Row (11)
14) Type of Reporting
Person IN
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CUSIP No. 495667 10 5 Page 4 of 9 Pages
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 3,321,797 shares of
Shares Beneficially Power Common Stock, $.01
Owned by Each par value
Reporting Person:
8) Shared Voting
Power 0
9) Sole Disposi- 3,321,797 shares of
tive Power Common Stock, $.01 par
value
10) Shared Disposi-
tive Power 0
11) Aggregate Amount Beneficially 3,321,797 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 4.7%
Amount in Row (11)
14) Type of Reporting
Person IN
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CUSIP No. 495667 10 5 Page 5 of 9 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 3,160,856 shares of
Shares Beneficially Power Common Stock, $.01
Owned by Each par value
Reporting Person:
8) Shared Voting 120,000 shares of
Power Common Stock, $.01
par value
9) Sole Disposi- 3,160,856 shares of
tive Power Common Stock, $.01 par
value
10) Shared Dis- 120,000 shares of
positive Power Common Stock, $.01
par value
11) Aggregate Amount Beneficially 3,280,856 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 4.6%
Amount in Row (11)
14) Type of Reporting
Person IN
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CUSIP No. 495667 10 5 Page 6 of 9 Pages
Amendment No. 12 to Schedule 13D
Reference is hereby made to the statement on Schedule 13D originally
filed with the Securities and Exchange Commission (the "Commission") on July 23,
1985, 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, Amendment No. 8 thereto filed
on May 8, 1996, Amendment No. 9 thereto filed on February 18, 1997, Amendment
No. 10 thereto filed on March 19, 1997 and Amendment No. 11 thereto filed on
December 10, 1997 (as so amended, the "Schedule 13D"). Terms defined in the
Schedule 13D are used herein as so defined.
The Schedule 13D is hereby amended as follows:
Item 5. Interest in Securities of the Issuer.
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 70,745,131 shares
of Common Stock outstanding as of March 18, 1999.
Roger King beneficially owns 4,572,026 shares of Common Stock, or
approximately 6.3% of the Common Stock outstanding. Such total includes options
held by Roger King to purchase 1,800,000 shares of Common Stock from the Issuer
that are presently exercisable or are exercisable within sixty days of the date
of this statement. Such total does not include options held by Roger King to
purchase 1,200,000 shares of Common Stock from the Issuer, which are not
exercisable as of the date of this statement or within sixty days.
Michael King beneficially owns 5,716,300 shares of Common Stock, or
approximately 7.8% of the Common Stock outstanding. Such total includes options
held by Michael King to purchase 2,280,000 shares of Common Stock from the
Issuer that are presently exercisable or are exercisable within sixty days of
the date of this statement. Such total does not include options held by Michael
King to purchase 1,200,000 shares of Common Stock from the Issuer, which are not
exercisable as of the date of this statement or within sixty days.
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CUSIP No. 495667 10 5 Page 7 of 9 Pages
Richard King beneficially owns 3,321,797 shares of Common Stock, or
approximately 4.7% of the Common Stock outstanding. Such total includes options
held by Richard King to purchase 16,667 shares of Common Stock from the Issuer
that are presently exercisable or are exercisable within sixty days of the date
of this statement. Such total does not include options held by Richard King to
purchase 3,333 shares of Common Stock from the Issuer, which are not exercisable
as of the date of this statement or within sixty days.
Diana King beneficially owns 3,280,856 shares of Common Stock, or
approximately 4.6% of the Common Stock outstanding.
Collectively, the Reporting Persons beneficially own an aggregate
16,890,979 shares of Common Stock, or approximately 22.6% of the Common Stock
outstanding.
(b) Of the shares of Common Stock reported as beneficially owned by
Diana King, 120,000 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 is hereby amended by adding the following thereto:
On March 31, 1999, King World, CBS Corporation, a Pennsylvania
corporation ("CBS"), and K Acquisition Corp., a Delaware corporation and
wholly-owned subsidiary of CBS ("Merger Sub"), entered into an Agreement and
Plan of Merger (the "Merger Agreement"), pursuant to which Merger Sub will be
merged with and into King World (the "Merger"), with King World being the
surviving corporation of the Merger. The Merger Agreement is incorporated herein
as Exhibit A hereto by reference to Exhibit 2.1 to King World's Current Report
on Form 8-K dated March 31, 1999, as filed with the Commission on April 1, 1999,
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CUSIP No. 495667 10 5 Page 8 of 9 Pages
and any description thereof is qualified in its entirety by reference thereto.
Upon consummation of the Merger, the separate corporate existence of Merger Sub
will cease, and the existing stockholders of King World will become stockholders
of CBS in accordance with the terms of the Merger Agreement. Each share of King
World Common Stock outstanding at the effective time of the Merger will be
converted into the right to receive .81 shares of Common Stock, $1.00 par value,
of CBS.
As a condition to the willingness of CBS to enter into the Merger
Agreement, concurrently with the execution thereof, the Reporting Persons
entered into a Stockholder Agreement dated as of March 31, 1999 with CBS (the
"Stockholder Agreement"), pursuant to which the Reporting Persons have agreed,
among other things, to vote their shares of King World Common Stock in favor of
the Merger and against any alternative proposal that may be brought before the
stockholders of King World for a vote. The Stockholder Agreement is attached
hereto as Exhibit B, and any description thereof is qualified in its entirety by
reference thereto. The Reporting Persons have also agreed, as further described
in the Stockholder Agreement, not to sell, transfer or otherwise dispose of, or
enter into any arrangement with respect to the sale, transfer or other
disposition of, their shares of Common Stock subject to the Stockholder
Agreement.
Item 7. Material to be Filed as Exhibits.
Exhibit A -- Merger Agreement (Incorporated by reference to Exhibit
2.1 to King World's Current Report on Form 8-K dated March 31, 1999, as filed
with the Commission on April 1, 1999)
Exhibit B -- Stockholder Agreement
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CUSIP No. 495667 10 5 Page 9 of 9 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: April 9, 1999
/s/ Roger King
Roger King
/s/ Michael King
Michael King
/s/ Richard King
Richard King
/s/ Diana King
Diana King
<PAGE>
EXHIBIT B
STOCKHOLDER AGREEMENT ("Agreement") dated as of March 31, 1999, among
CBS Corporation, a Pennsylvania corporation ("Parent") , and the individuals
listed on Schedule A attached hereto (each, a "Stockholder" and, collectively,
the "Stockholders").
WHEREAS, Parent, K Acquisition Corp., a Delaware corporation and a
wholly owned subsidiary of Parent ("Sub"), and King World Productions, Inc., a
Delaware corporation (the "Company"), propose to enter into an Agreement and
Plan of Merger dated as of the date hereof (as the same may be amended or
supplemented, the "Merger Agreement"; capitalized terms used but not defined
herein shall have the meanings set forth in the Merger Agreement) providing for
the merger of Sub with and into the Company (the "Merger"), upon the terms and
subject to the conditions set forth in the Merger Agreement; and
WHEREAS, each Stockholder beneficially owns the number of shares of
Company Common Stock set forth opposite his or her name on Schedule A attached
hereto (such shares of Company Common Stock, together with any other shares of
capital stock of the Company acquired by such Stockholder after the date hereof
and during the term of this Agreement, being collectively referred to herein as
the "Subject Shares"); and
WHEREAS, as a condition to its willingness to enter into the Merger
Agreement, Parent has requested that each Stockholder enter into this Agreement;
NOW, THEREFORE, to induce Parent to enter into, and in consideration
of its entering into, the Merger Agreement, and in consideration of the premises
and the representations, warranties and agreements contained herein, the parties
agree as follows:
1. Representations and Warranties of each Stockholder. Each
Stockholder hereby, individually and not jointly, represents and warrants to
Parent in respect of himself or herself as follows:
(a) Authority. This Agreement has been duly executed and delivered by
the Stockholder and constitutes a valid and binding obligation of the
Stockholder enforceable in accordance with its terms, except as enforcement
may be limited by bankruptcy, insolvency, moratorium or other similar laws
relating to creditors rights generally and by general equitable principles
(regardless of whether such enforceability is considered in a proceeding in
equity or at law). The execution and delivery of this Agreement do not, and
the consummation of the transactions contemplated hereby and compliance
with the terms hereof will not, conflict with, or result in any violation
of, or default (with or without notice or lapse of time or both) under any
provision of, any trust agreement, loan or credit agreement, note, bond,
mortgage, indenture, lease or other agreement, instrument, permit,
concession, franchise, license, judgment, order, notice, decree, statute,
law, ordinance, rule or regulation applicable to the Stockholder or to the
Stockholder's property or assets. If the Stockholder is married and the
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Stockholder's Subject Shares constitute community property or otherwise
need spousal or other approval to be legal, valid and binding, this
Agreement has been duly authorized, executed and delivered by, and
constitutes a valid and binding agreement of, the Stockholder's spouse,
enforceable against such spouse in accordance with its terms. Each
Stockholder has executed a power of attorney, in the form attached hereto
as Schedule B, in favor of at least two other Stockholders with respect to
the matters covered by Sections 3(a) and (b) in the event of incapacity of
any Stockholder.
(b) The Subject Shares. The Stockholder is the record and beneficial
owner of, has good and marketable title to, and owns, beneficially or of
record, no shares of Company Common Stock other than, the Subject Shares
set forth opposite his or her name on Schedule A attached hereto (except to
the extent beneficial ownership is determined to exist by reason of the
Stockholders Agreement among the Stockholders dated as of February 10, 1997
(the "Existing Stockholders Agreement") and other than the shares of
Company Common Stock described on such schedule which shall not be deemed
to be "Subject Shares" for purposes of this Agreement), free and clear of
any claims, liens, encumbrances and security interests whatsoever, other
than those that arise by reason of the Existing Stockholders Agreement. The
Stockholder has the sole right to vote such Subject Shares, and none of
such Subject Shares is subject to any voting trust or other agreement,
arrangement or restriction with respect to the voting of such Subject
Shares, except as contemplated by this Agreement.
2. Representations and Warranties of Parent. Parent hereby represents
and warrants to each Stockholder that Parent has all requisite corporate power
and authority to enter into this Agreement and to consummate the transactions
contemplated hereby. The execution and delivery of this Agreement by Parent, and
the consummation of the transactions contemplated hereby, have been duly
authorized by all necessary corporate action on the part of Parent. This
Agreement has been duly executed and delivered by Parent and constitutes a valid
and binding obligation of Parent enforceable in accordance with its terms,
except as enforcement may be limited by bankruptcy, insolvency, moratorium or
other similar laws relating to creditors rights generally and by general
equitable principles (regardless of whether such enforceability is considered in
a proceeding in equity or at law). The execution and delivery of this Agreement
do not, and the consummation of the transactions contemplated hereby and
compliance with the terms hereof will not, conflict with, or result in any
violation of, or default (with or without notice or lapse of time or both) under
any provision of, the articles of incorporation or by-laws of Parent, any trust
agreement, loan or credit agreement, note, bond, mortgage, indenture, lease or
other agreement, instrument, permit, concession, franchise, license, judgment,
order, notice, decree, statute, law, ordinance, rule or regulation applicable to
Parent or to Parent's property or assets.
3. Covenants of each Stockholder. Until the termination of this
Agreement in accordance with Section 6, each Stockholder, severally and not
jointly, agrees as follows:
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(a) At any meeting of stockholders of the Company called to vote upon
the Merger and the Merger Agreement or at any adjournment thereof or in any
other circumstances upon which a vote, consent or other approval (including
by written consent) with respect to the Merger and the Merger Agreement is
sought, the Stockholder shall vote (or cause to be voted) the Subject
Shares in favor of the Merger, the adoption by the Company of the Merger
Agreement and the approval of the terms thereof and each of the other
transactions contemplated by the Merger Agreement.
(b) At any meeting of stockholders of the Company or at any
adjournment thereof or in any other circumstances upon which the
Stockholder's vote, consent or other approval is sought, the Stockholder
shall vote (or cause to be voted) the Subject Shares against (i) any merger
agreement or merger (other than the Merger Agreement and the Merger),
consolidation, combination, sale of substantial assets, reorganization,
recapitalization, dissolution, liquidation or winding up of or by the
Company or any other Acquisition Proposal or (ii) any amendment of the
Company's certificate of incorporation or by-laws or other proposal or
transaction involving the Company or any of its subsidiaries, which
amendment or other proposal or transaction would in any manner impede,
frustrate, prevent or nullify the Merger, the Merger Agreement or any of
the other transactions contemplated by the Merger Agreement or change in
any manner the voting rights of each class of Company Common Stock.
(c) The Stockholder agrees not to (i) sell, transfer, pledge, assign
or otherwise dispose of (including by gift), or enter into any contract,
option or other arrangement (including any profit sharing arrangement) with
respect to the sale, transfer, pledge, assignment or other disposition of
(any such sale, transfer, pledge, assignment or disposition or entry into
any such contract, option or other arrangement being collectively referred
to as a "Disposition"), the Subject Shares to any person other than
pursuant to the terms of the Merger or other than as permitted as indicated
on Schedule C or (ii) enter into any voting arrangement, whether by proxy,
voting agreement or otherwise, in connection with, directly or indirectly,
any Acquisition Proposal.
(d) Until after the Merger is consummated or the Merger Agreement is
terminated, the Stockholder (in his or her capacity as the beneficial owner
of Subject Shares) shall not, nor shall it permit any investment banker,
attorney or other adviser or representative of the Stockholder to, (i)
directly or indirectly solicit, initiate or encourage the submission of,
any Acquisition Proposal or (ii) directly or indirectly participate in any
discussions or negotiations regarding, or furnish to any person any
information with respect to, or take any other action to facilitate any
inquiries or the making of any proposal that constitutes, or may reasonably
be expected to lead to, any Acquisition Proposal.
(e) Until after the Merger is consummated or the Merger Agreement is
terminated, the Stockholder shall use all reasonable efforts to take, or
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cause to be taken, all actions, and to do, or cause to be done, and to
assist and cooperate with the other parties in doing, all things necessary,
proper or advisable to consummate and make effective, in the most
expeditious manner practicable, the Merger and the other transactions
contemplated by the Merger Agreement.
(f) For a period of eighteen months following the Effective Time, each
of Roger King and Michael King agrees not to Dispose of more than 25% of
(x) any shares of Parent Common Stock received by such Stockholder in the
Merger in exchange for the Subject Shares of such Stockholder or (y)
following the Effective Time, any shares of Parent Common Stock received by
such Stockholder upon the exercise of Company Stock Options assumed by
Parent pursuant to the Merger Agreement.
4. Further Assurances. Each Stockholder will, from time to time,
execute and deliver, or cause to be executed and delivered, such additional or
further consents, documents and other instruments as Parent may reasonably
request for the purpose of effectively carrying out the transactions
contemplated by this Agreement.
5. Assignment. Neither this Agreement nor any of the rights, interests
or obligations hereunder shall be assigned by any of the parties without the
prior written consent of the other parties, except that Parent may assign, in
its sole discretion, any or all of its rights, interests and obligations
hereunder to any direct or indirect wholly owned subsidiary of Parent. Subject
to the preceding sentence, this Agreement will be binding upon, inure to the
benefit of and be enforceable by the parties and their respective successors and
assigns.
6. Termination. This Agreement shall terminate upon the earlier of (a)
the Effective Time of the Merger or (b) the termination of the Merger Agreement
in accordance with its terms; provided, however, that notwithstanding the
foregoing, Section 3(f) shall survive the consummation of the Merger for the
period of time specified therein.
7. General Provisions.
(a) Amendments. This Agreement may not be amended except by an
instrument in writing signed by each of the parties hereto.
(b) Notice. All notices and other communications hereunder shall be in
writing and shall be deemed given if delivered personally or sent by
overnight courier (providing proof of delivery) to Parent in accordance
with Section 9.5 of the Merger Agreement and to the Stockholders at their
respective addresses set forth on Schedule A attached hereto (or at such
other address for a party as shall be specified by like notice).
(c) Interpretation. When a reference is made in this Agreement to
Sections, such reference shall be to a Section to this Agreement unless
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otherwise indicated. The headings contained in this Agreement are for
reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement. Wherever the words "include", "includes"
or "including" are used in this Agreement, they shall be deemed to be
followed by the words "without limitation".
(d) Counterparts . This Agreement may be executed in one or more
counterparts, all of which shall be considered one and the same agreement,
and shall become effective when one or more of the counterparts have been
signed by each of the parties and delivered to the other party, it being
understood that each party need not sign the same counterpart.
(e) Entire Agreement; No Third-Party Beneficiaries. This Agreement
(including the documents and instruments referred to herein) (i)
constitutes the entire agreement and supersedes all prior agreements and
understandings, both written and oral, among the parties with respect to
the subject matter hereof and (ii) is not intended to confer upon any
person other than the parties hereto any rights or remedies hereunder.
(f) Governing Law. The Agreement shall be governed by, and construed
in accordance with, the laws of the State of Delaware regardless of the
laws that might otherwise govern under applicable principles of conflicts
of law thereof.
(g) Legend. Each Stockholder shall promptly after the date hereof
surrender to the Company all certificates representing the Subject Shares,
and the Company shall place the following legend on such certificates:
"THE SECURITIES REPRESENTED BY THIS
CERTIFICATE ARE SUBJECT TO A
STOCKHOLDER AGREEMENT DATED AS OF
MARCH 31, 1999 BY AND AMONG CBS
CORPORATION AND THE STOCKHOLDERS
NAMED THEREIN, WHICH AMONG OTHER
THINGS RESTRICTS THE TRANSFER AND
VOTING THEREOF."
8. Stockholder Capacity. No person executing this Agreement makes any
agreement or understanding herein in his or her capacity as a director or
officer of the Company. Each Stockholder signs solely in his or her capacity as
the record holder and beneficial owner of such Stockholder's Subject Shares and
nothing herein shall limit or affect any actions taken by a Stockholder in his
or her capacity as an officer or director of the Company to the extent
specifically permitted by the Merger Agreement.
9. Enforcement. The parties agree that irreparable damage would occur
in the event that any of the provisions of this Agreement were not performed in
accordance with their specific terms or were otherwise breached. It is
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accordingly agreed that the parties shall be entitled to an injunction or
injunctions to prevent breaches of this Agreement and to enforce specifically
the terms and provisions of this Agreement in any court of the United States
located in the State of Delaware or in a Delaware state court, this being in
addition to any other remedy to which they are entitled at law or in equity. In
addition, each of the parties hereto (i) consents to submit such party to the
personal jurisdiction of any Federal court located in the State of Delaware or
any Delaware state court in the event any dispute arises out of this Agreement
or any of the transactions contemplated hereby, (ii) agrees that such party will
not attempt to deny or defeat such personal jurisdiction by motion or other
request for leave from any such court, (iii) agrees that such party will not
bring any action relating to this Agreement or the transactions contemplated
hereby in any court other than a Federal court sitting in the state of Delaware
or a Delaware state court and (iv) waives any right to trial by jury with
respect to any claim or proceeding related to or arising out of this Agreement
or any of the transactions contemplated hereby.
<PAGE>
IN WITNESS WHEREOF, Parent has caused this Agreement to be signed by
its officer thereunto duly authorized and each Stockholder has signed this
Agreement, all as of the date first written above.
CBS CORPORATION
By: /s/ Fredric G. Reynolds
Name: Fredric G. Reynolds
Title: Executive Vice President,
Chief Financial Officer
Stockholders:
Roger King
/s/ Roger King
Michael King
/s/ Michael King
Richard King
/s/ Richard King
Diana King
/s/ Diana King
7
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SCHEDULE A
Number of Shares of Company
Name and Address of Stockholder Common Stock Owned of Record
Michael King 3,436,300
12829 Marlboro
Los Angeles, CA 90049
Roger King 2,760,526 [FN1]
1301 Spanish River Road
Boca Raton, FL 33432
Richard King 3,305,130
1017 North Roxbury Drive
Beverly Hills, CA 90210
Diana King 3,160,856 [FN2]
261 Lee's Hill Road
RD1, Box 96A, Lot 9
New Vernon, NJ 07976
_____________________
1 11,500 shares held by Mrs. Roger King shall not be deemed to be Subject
Shares.
2 120,000 shares held by a charitable foundation of which Ms. King is a
director shall not be deemed to be Subject Shares.
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SCHEDULE B
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
That the undersigned, [stockholder], does hereby make, constitute and
appoint [two other stockholders] as the undersigned's true and lawful proxy,
representative, agent and attorney-in-fact, with full power of substitution and
resubstitution, being authorized and empowered to act for and on behalf and in
name, place and stead of the undersigned for the following purposes and with the
following powers:
(a) to vote, consent or approve the Subject Shares (as such term is
defined in the Stockholder Agreement dated as of March 31, 1999, among CBS
Corporation and the individuals and other parties named therein (the
"Stockholder Agreement")) as provided by Sections 3(a) and 3(b) of the
Stockholder Agreement; and
(b) to take any actions which such attorney-in-fact deems necessary or
desirable in order to carry out the terms of the agreements, documents and
instruments referred to in paragraph (a) above, such attorney-in-fact's approval
to do the same to be conclusively evidenced by his execution and delivery
thereof.
The undersigned acknowledges that the proxy granted hereby is coupled
with an interest and is irrevocable to the full extent permitted by the General
Corporation Law of the State of Delaware. This Power of Attorney and all powers
and authority granted hereunder shall be effective immediately and shall
continue in full force and effect from and after this date until the close of
business in New York City time on December 31, 1999.
The undersigned also acknowledges that this Power of Attorney will
survive its incapacity.
EXECUTED in New York, New York, this 31st day of March, 1999.
By: ____________________________
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SCHEDULE C
Michael King shall be permitted to exercise options to purchase 480,000
shares of Company Common Stock on or before the expiration date of such
options (i.e., May 4, 1999) and to sell the shares of Company Common Stock
that he receives upon such exercise.
