CUSIP No. 495667 10 5 Page 1 of 8 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. 13)[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)
NOVEMBER 15, 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 [ ].
- --------
[FN1] 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 securities, 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 8 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 -0-
Shares Beneficially Power
Owned by Each
Reporting Person:
8) Shared Voting
Power -0-
9) Sole Disposi- -0-
tive Power
10) Shared Dis-
positive Power -0-
11) Aggregate Amount Beneficially -0-
Owned by Each Reporting Person
12) Check if the Aggregate
Amount in Row (11)
Excludes Certain Shares
13) Percent of Class
Represented by -0-
Amount in Row (11)
14) Type of Reporting
Person IN
<PAGE>
CUSIP No. 495667 10 5 Page 3 of 8 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 -0-
Shares Beneficially Power
Owned by Each
Reporting Person:
8) Shared Voting
Power -0-
9) Sole Disposi- -0-
tive Power
10) Shared Dis-
positive Power -0-
11) Aggregate Amount Beneficially -0-
Owned by Each Reporting Person
12) Check if the Aggregate
Amount in Row (11)
Excludes Certain Shares
13) Percent of Class
Represented by -0-
Amount in Row (11)
14) Type of Reporting
Person IN
<PAGE>
CUSIP No. 495667 10 5 Page 4 of 8 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 -0-
Shares Beneficially Power
Owned by Each
Reporting Person:
8) Shared Voting
Power -0-
9) Sole Disposi- -0-
tive Power
10) Shared Dis-
positive Power -0-
11) Aggregate Amount Beneficially -0-
Owned by Each Reporting Person
12) Check if the Aggregate
Amount in Row (11)
Excludes Certain Shares
13) Percent of Class
Represented by -0-
Amount in Row (11)
14) Type of Reporting
Person IN
<PAGE>
CUSIP No. 495667 10 5 Page 5 of 8 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 -0-
Shares Beneficially Power
Owned by Each
Reporting Person:
8) Shared Voting -0-
Power
9) Sole Disposi- -0-
tive Power
10) Shared Dis- -0-
positive Power
11) Aggregate Amount Beneficially -0-
Owned by Each Reporting Person
12) Check if the Aggregate
Amount in Row (11)
Excludes Certain Shares
13) Percent of Class
Represented by -0-
Amount in Row (11)
14) Type of Reporting
Person IN
<PAGE>
CUSIP No. 495667 10 5 Page 6 of 8 Pages
AMENDMENT NO. 13 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, Amendment No. 11 thereto filed on
December 10, 1997 and Amendment No. 12 thereto filed on April 12, 1999(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 Reporting Persons own no shares of Common Stock.
(b) Not Applicable
(c) On November 15, 1999 the Merger described in Amendment No. 12 to
the Schedule 13D became effective, and in accordance with the terms thereof each
share of Common Stock outstanding was converted into the right to receive .81
shares of Common Stock, $1.00 par value, of CBS. All of the King World Common
Stock beneficially owned by the Reporting Persons was disposed of in the Merger.
(d) Not Applicable
(e) The Reporting Persons ceased to be the beneficial
owners of more than five percent of the Common Stock on November
15, 1999.
<PAGE>
CUSIP No. 495667 10 5 Page 7 of 8 Pages
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 September 8, 1999, King World, CBS and Merger Sub entered into
Amendment No. 1 to Agreement and Plan of Merger (the "Amended Merger
Agreement"), amending the Merger Agreement described in Item 6 of Amendment No.
12 to the Schedule 13D. The Amended Merger Agreement provided, among other
things, for the waiver by CBS and Merger Sub of certain of the conditions to
their obligations to consummate the Merger. The Amended 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 September 7, 1999, as filed with the
Commission on September 10, 1999, and any description thereof is qualified in
its entirety by reference thereto.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit A -- Amended Merger Agreement (Incorporated by reference to
Exhibit 2.1 to King World's Current Report on Form 8-K dated September 7, 1999,
as filed with the Commission on September 10, 1999)
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CUSIP No. 495667 10 5 Page 8 of 8 Pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
hereby certify that the information set forth in this statement is true,
complete and correct.
Date: November 18, 1999
/S/ ROGER KING
Roger King
/S/ MICHAEL KING
Michael King
/S/ RICHARD KING
Richard King
/S/ DIANA KING
Diana King
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