-----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, JCuagFpxT2ZMZYFA7r00NsQ+SWuBHqmZ3tQfQ4rAb9wfQtFBzZYalaM0ZZeoJEtv XOi8PIIj6LhsExFfciKw8A== 0000950123-96-002071.txt : 19960509 0000950123-96-002071.hdr.sgml : 19960509 ACCESSION NUMBER: 0000950123-96-002071 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19960508 SROS: NYSE GROUP MEMBERS: DIANA KING GROUP MEMBERS: KING RICHARD GROUP MEMBERS: MICHAEL KING GROUP MEMBERS: ROGER KING 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: 96557606 BUSINESS ADDRESS: STREET 1: 1700 BROADWAY CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 2123154000 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: KING RICHARD CENTRAL INDEX KEY: 0001013702 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: KING WORLD PRODUCTIONS INC STREET 2: 1073 OCEAN DRIVE CITY: HILLSBORO STATE: FL ZIP: 33062 MAIL ADDRESS: STREET 1: KING WORLD PRODUCTIONS INC STREET 2: 1073 OCEAN DRIVE CITY: HILLSBORO BEACH STATE: FL ZIP: 33062 SC 13D/A 1 AMENDMENT NO. 8 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 8) King World Productions, Inc. (Name of Issuer) Common Stock, $.01 par value (Title of Class of Securities) 495667105 (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) May 3, 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 this statement [ ]. 2 CUSIP No. 495667105 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 2,024,900 shares of Shares Beneficially Power Common Stock, $.01 Owned by Each par value Reporting Person: --------------------------------------------------- 8) Shared Voting Power 0 --------------------------------------------------- 9) Sole Disposi- 2,024,900 shares of tive Power Common Stock, $.01 par value --------------------------------------------------- 10) Shared Dis- positive Power 0 --------------------------------------------------- 11) Aggregate Amount Beneficially 2,024,900 shares of Owned by Each Reporting Person Common Stock, $.01 par value - -------------------------------------------------------------------------------- 12) Check if the Aggregate Excludes 5,750 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 5.4% Amount in Row (11) - -------------------------------------------------------------------------------- 14) Type of Reporting Person IN 3 CUSIP No. 495667105 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 2,158,150 shares of Shares Beneficially Power Common Stock, $.01 Owned by Each par value Reporting Person: --------------------------------------------------- 8) Shared Voting Power 0 --------------------------------------------------- 9) Sole Disposi- 2,158,150 shares of tive Power Common Stock, $.01 par value --------------------------------------------------- 10) Shared Dis- positive Power 0 --------------------------------------------------- 11) Aggregate Amount Beneficially 2,158,150 shares of Owned by Each Reporting Person Common Stock, $.01 par value - -------------------------------------------------------------------------------- 12) Check if the Aggregate Excludes 600 shares of Amount in Row (11) Common Stock, $.01 par Excludes Certain Shares value, indirectly owned by the Reporting Person's wife - -------------------------------------------------------------------------------- 13) Percent of Class Represented by 5.7% Amount in Row (11) - -------------------------------------------------------------------------------- 14) Type of Reporting Person IN 4 CUSIP No. 495667105 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 1,945,161 shares of Shares Beneficially Power Common Stock, $.01 Owned by Each par value Reporting Person: --------------------------------------------------- 8) Shared Voting Power 0 --------------------------------------------------- 9) Sole Disposi- 1,945,161 shares of tive Power Common Stock, $.01 par value --------------------------------------------------- 10) Shared Dis- positive Power 0 --------------------------------------------------- 11) Aggregate Amount Beneficially 1,945,161 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 5.2% Amount in Row (11) - -------------------------------------------------------------------------------- 14) Type of Reporting Person IN 5 CUSIP No. 495667105 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 2,120,900 shares of Shares Beneficially Power Common Stock, $.01 Owned by Each par value Reporting Person: --------------------------------------------------- 8) Shared Voting 55,000 shares of Power Common Stock, $.01 par value --------------------------------------------------- 9) Sole Disposi- 2,120,900 shares of tive Power Common Stock, $.01 par value --------------------------------------------------- 10) Shared Dis- 55,000 shares of positive Power Common Stock, $.01 par value --------------------------------------------------- 11) Aggregate Amount Beneficially 2,175,900 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 5.8% Amount in Row (11) - -------------------------------------------------------------------------------- 14) Type of Reporting Person IN 6 CUSIP No. 495667105 Page 6 of 9 Pages Amendment No. 8 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 and Amendment No. 7 thereto filed on January 12, 1995 (as so amended, the "Schedule 13D"). Item 1. Security and Issuer. This statement relates to the Common Stock, $.01 par value (the "Common Stock"), of King World Productions, Inc., a Delaware corporation ("King World" or the "Issuer"). The principal executive offices of the Issuer are located at 1700 Broadway, New York, NY 10019. Item 2. Identity and Background. (a) This statement is being filed by Roger King, Michael King, Richard King and Diana King (collectively, the "Reporting Persons"). The Reporting Persons are making this joint filing because they may be deemed to constitute a "group" within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended. (b) The business address of each of the Reporting Persons is c/o King World Productions, Inc., 1700 Broadway, New York, NY 10019. (c) Roger King is the Chairman of the Board and a Director of King World. Michael King is the President and Chief Executive Officer and a Director of King World. Richard King is principally engaged in real estate development in Florida and is a Director of King World. Diana King is the Vice President and Corporate Secretary and a Director of King World. (d) None of the Reporting Persons has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) None of the Reporting Persons has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating 7 CUSIP No. 495667105 Page 7 of 9 Pages activities subject to, federal or state securities laws or finding any violation with respect to such laws. Item 3. Source and Amount of Funds or Other Consideration. No funds or other consideration were paid or given by any of the Reporting Persons to acquire the Common Stock he or she owns. With the exception of presently exercisable options to purchase 240,000 shares of Common Stock held by each of Roger King and Michael King, which were granted pursuant to the Issuer's Incentive Equity Compensation Plan for Senior Executives, each of the Reporting Persons received his or her Common Stock by means of gift or bequest from the late Charles and Lucille King, the founders of King World and the parents of the Reporting Persons. Item 4. Purpose of Transaction. The Reporting Persons hold their Common Stock for purposes of controlling and managing King World and for investment purposes. No plans, proposals or future transactions of any type are presently contemplated by any of the Reporting Persons with respect to the Common Stock. Item 5. Interest in Securities of the Issuer. (a) The following information is based on a total of 37,490,595 shares of Common Stock outstanding, as reported in the Issuer's most recent quarterly report on Form 10-Q. As of the date hereof, Roger King beneficially owns 2,024,900 shares of Common Stock, or approximately 5.4% of the Common Stock outstanding, and Michael King beneficially owns 2,158,150 shares of Common Stock, or approximately 5.7% of the Common Stock outstanding, which calculations include options held by each of Roger King and Michael King to purchase 240,000 shares of Common Stock. Such options are presently exercisable at a weighted average exercise price of $12.80. Richard King beneficially owns 1,945,161 shares of Common Stock, or approximately 5.2% of the Common Stock outstanding. Diana King beneficially owns 2,175,900 shares of Common Stock, or approximately 5.8% of the Common Stock outstanding. Collectively, the Reporting Persons currently beneficially own an aggregate 8,304,111 shares of Common Stock, or approximately 22.0% of the Common Stock outstanding. (b) Of the shares of Common Stock reported as beneficially owned by Diana King, 55,000 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, 8 CUSIP No. 495667105 Page 8 of 9 Pages 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) Each of the Reporting Persons sold 109,000 shares of Common Stock in market transactions on May 3, 1996, at an average price of $42.0576 per share. (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 . On May 1, 1991, the Issuer and the Reporting Persons terminated the stockholders agreement that had previously existed among them and entered into a new agreement (the "Stockholders Agreement") that imposes certain restrictions upon the transfer by the Reporting Persons of the shares of King World Common Stock held by them. A copy of the Stockholders Agreement was filed with the Commission as Exhibit 10.1 to King World's Report on Form 8-K dated May 6, 1991, and was incorporated in the Schedule 13D by reference thereto. Under the terms of the Stockholders Agreement, the Reporting Persons have each agreed not to sell or otherwise transfer more than the greater of 200,000 shares of Common Stock and 10% of his or her aggregate holdings of Common Stock in any calendar year during the term of such Agreement, provided that not more than 250,000 shares of Common Stock may be sold in the public securities markets by any Reporting Person in any period of three consecutive months. This limitation does not apply to transfers of Common Stock other than in the public securities markets, or to sales in such markets by the executor or administrator of an estate of a Reporting Person or the trustee of a trust includible in the gross estate of a deceased Reporting Person to the extent of the federal estate or inheritance taxes payable upon the death of such Reporting Person. The Stockholders Agreement also provides that the Issuer has a right of first refusal with respect to any sale of Common Stock by a Reporting Person. Item 7. Material to be Filed as Exhibits. Stockholders Agreement, dated as of May 1, 1991, among the Issuer and the Reporting Persons (incorporated by reference to Exhibit 10.1 to the Issuer's Report on Form 8-K dated May 6, 1991) 9 CUSIP No. 495667105 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: May 6, 1996 /s/ Roger King --------------------------------- Roger King /s/ Michael King --------------------------------- Michael King /s/ Richard King --------------------------------- Richard King /s/ Diana King --------------------------------- Diana King -----END PRIVACY-ENHANCED MESSAGE-----