-----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, Q0GHaRkfYAViUGctkaD6rAVHOMmcRfZ9Z5BXy2bFdaHy/3vjcN/e9pG10C+4kSGx +B63UqkYWyCkL2sGSNObVg== 0000904454-99-000175.txt : 19991123 0000904454-99-000175.hdr.sgml : 19991123 ACCESSION NUMBER: 0000904454-99-000175 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19991122 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: SEC FILE NUMBER: 005-35700 FILM NUMBER: 99762154 BUSINESS ADDRESS: STREET 1: 12400 WILSHIRE BLVD CITY: LOS ANGELES STATE: CA ZIP: 90025 BUSINESS PHONE: 2123154000 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: KING ROGER ET AL CENTRAL INDEX KEY: 0000898162 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 1301 SPANISH RIVER RD CITY: BOCA RATON STATE: FL ZIP: 33432 BUSINESS PHONE: 2128415755 MAIL ADDRESS: STREET 1: 1301 SPANISH RIVER RD CITY: BOCA RATON STATE: FL ZIP: 33432 SC 13D/A 1 SC 13D/A 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. 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 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 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 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 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. 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) 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 -----END PRIVACY-ENHANCED MESSAGE-----