-----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, CNc2EvHO+E+qXghoLpn8IEH0SqtxUiG+yODQ1frckFqeLzxPWPwYJGSbZWroYVbd H1TYKcD+0abRMom/9vxkAw== 0000904454-98-000148.txt : 19980930 0000904454-98-000148.hdr.sgml : 19980930 ACCESSION NUMBER: 0000904454-98-000148 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19980924 ITEM INFORMATION: FILED AS OF DATE: 19980929 SROS: NONE FILER: 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: 8-K SEC ACT: SEC FILE NUMBER: 001-09244 FILM NUMBER: 98717446 BUSINESS ADDRESS: STREET 1: 1700 BROADWAY CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 2123154000 8-K 1 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 ------------------ KING WORLD PRODUCTIONS, INC. ----------------------------------------------------- (Exact Name of Registrant as Specified in Charter) Delaware 1-9244 13-2565808 - ------------------------------------------------------------------- (State or Other Jurisdiction (Commission (I.R.S. Employer of Incorporation) File Number) Identification No.) 12400 Wilshire Boulevard, Los Angeles, California 90025 - ------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code (310) 826-1108 -------------- - ------------------------------------------------------------------- (Former Name or Former Address, if Changed Since Last Report) Item 5. Other Events. ------------- 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. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. ----------------------------------------------------- (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 INDEX TO EXHIBITS Exhibit Description - ------- ----------- 99.1 Press Release dated September 24, 1998. EX-99 2 PRESS RELEASE 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, 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 -----END PRIVACY-ENHANCED MESSAGE-----