-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, FumZcXW/4rJFICqTuA0zKE+J0S6XPnIQD1siJN96SRBRimx9qQ+JT05mYb6bLUf7 c3+8H+fYIRyljFOlFCDoYw== 0000895418-96-000002.txt : 19960403 0000895418-96-000002.hdr.sgml : 19960403 ACCESSION NUMBER: 0000895418-96-000002 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19960402 SROS: NYSE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: KING WORLD PRODUCTIONS INC CENTRAL INDEX KEY: 0000756764 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MOTION PICTURE & VIDEO TAPE DISTRIBUTION [7822] IRS NUMBER: 132565808 STATE OF INCORPORATION: DE FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-35700 FILM NUMBER: 96543789 BUSINESS ADDRESS: STREET 1: 1700 BROADWAY CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 2123154000 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: WINFREY OPRAH ET AL CENTRAL INDEX KEY: 0001005170 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] STATE OF INCORPORATION: IL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 110 NORTH CARPENTER STREET CITY: CHICAGO STATE: IL ZIP: 60607 BUSINESS PHONE: 3122698073 MAIL ADDRESS: STREET 1: NEAL GERBER & EISENBERG STREET 2: TWO NORTH LASALLE STREET CITY: CHICAGO STATE: IL ZIP: 60602 SC 13D/A 1 SCHEDULE 13D AMENDMENT NO. 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* King World Productions, Inc. (Name of Issuer) Common Stock, $0.01 par value per share (Title of Class of Securities) 495667107 (CUSIP Number) Marshall E. Eisenberg Neal Gerber & Eisenberg 2 North LaSalle Street Suite 2200 Chicago, Illinois 60602 (312) 269-8000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) April 2, 1996 (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(b)(3) or (4), check the following box [ ]. Check the following box if a fee is being paid with the statement [ ]. (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.) NOTE: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. *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 on this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). (continued on following pages) Page 1 of 5 Pages 1. NAME OF REPORTING PERSON Oprah G. Winfrey 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ X ] Each reporting person specifically disclaims membership in a "group". See Item 4 for more details. 3. SEC USE ONLY 4. SOURCE OF FUNDS OO (See Item 3) 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER 7. SOLE VOTING POWER OF 1,395,000 SHARES BENEFICIALLY 8. SHARED VOTING POWER OWNED BY -0- REPORTING 9. SOLE DISPOSITIVE POWER PERSON 1,395,000 WITH 10. SHARED DISPOSITIVE POWER -0- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,395,000 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.64%, based upon the number of shares of the issuer's common stock outstanding on January 9, 1996 as disclosed in the issuer's Quarterly Report on Form 10-Q for the three months ended November 30, 1995 14. TYPE OF REPORTING PERSON PN Page 2 of 5 Pages 1. NAME OF REPORTING PERSON Jeffrey D. Jacobs 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ X ] Each reporting person specifically disclaims membership in a "group". See Item 4 for more details. 3. SEC USE ONLY 4. SOURCE OF FUNDS OO (See Item 3) 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER 7. SOLE VOTING POWER OF 155,843 SHARES BENEFICIALLY 8. SHARED VOTING POWER OWNED BY -0- REPORTING 9. SOLE DISPOSITIVE POWER PERSON 155,843 WITH 10. SHARED DISPOSITIVE POWER -0- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 155,843 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X] The aggregate amount set forth in row 11 excludes 843 shares of Common Stock (less than 0.01% of the shares of Common Stock) owned by an individual retirement account for the benefit of Mr. Jacobs' wife. See Items 3 and 5. 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.42%, based upon the number of shares of the issuer's common stock outstanding on January 9, 1996 as disclosed in the issuer's Quarterly Report on Form 10-Q for the three months ended November 30, 1995 14. TYPE OF REPORTING PERSON PN Page 3 of 5 Pages ONLY THOSE ITEMS AMENDED AND REPORTED HEREIN Unless otherwise defined, all capitalized terms used herein shall have the meanings ascribed to them in the Statement of Schedule 13D filed by the Reporting Persons. Item 1. Purpose of Transaction ---------------------- The Reporting Persons are filing this Statement on Schedule 13D with the Securities and Exchange Commission because they may be deemed to be a "group" by virtue of Rule 13d-5(b) as promulgated pursuant to the Securities Exchange Act of 1934, as amended (the "Act"). However, each Reporting Person specifically disclaims beneficial ownership of the shares of Common Stock held by the other Reporting Person and specifically disclaims membership in a "group" for purposes of Section 13(d) of the Act. Item 3. Source and Amount of Funds -------------------------- Item 5. Interest in Securities of the Issuer ------------------------------------ On March 28, 1996, (i) Ms. Winfrey and Mr. Jacobs entered into negotiated transactions relating to the sale of 405,000 shares of Common Stock and 45,000 shares of Common Stock, respectively, for a sales price of $39.00 per share and (ii) concurrently therewith Ms. Winfrey exercised her 1991 Options in part and acquired 405,000 shares of Common Stock and Mr. Jacobs exercised his 1991 Options in part and acquired 45,000 shares of Common Stock. The settlement of each of the transactions described in the preceding sentence occurred on April 2, 1996. As of the date hereof, Ms. Winfrey beneficially owns 1,395,000 shares of Common Stock, constituting approximately 3.64% of the total number of outstanding shares of Common Stock, and Mr. Jacobs beneficially owns 155,843 shares of Common Stock, constituting approximately 0.42% of the total number of outstanding shares of Common Stock. The shares of Common Stock beneficially owned by Mr. Jacobs excludes 843 shares of Common Stock owned by an individual retirement account for the benefit of Mr. Jacobs' wife (less than 0.01% of the outstanding shares of Common Stock). Upon exercise of the Options, each Reporting Person will have sole voting and dispositive power with respect to the shares of Common Stock beneficially owned by such Reporting Person. During the past 60 days, neither of the Reporting Persons has effected any transactions in Common Stock except as otherwise described herein. As a result of the sales by the Reporting Persons of the shares of Common Stock described herein, on April 2, 1996, the Reporting Persons, in the aggregate, ceased to own more than 5% of the Common Stock. Page 4 of 5 Pages SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: April 2, 1996 /s/ Oprah G. Winfrey Oprah G. Winfrey /s/ Jeffrey D. Jacobs Jeffrey D. Jacobs Page 5 of 5 Pages -----END PRIVACY-ENHANCED MESSAGE-----