-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, HeuSd4ygdR8FwtMXZCYUSLf2SjUxlPc+PdumOIayVQ7B2L6CnayWWhG8khsieY/O QXHrEquw6YgAX26T6C3LMQ== 0000950123-94-001017.txt : 19940608 0000950123-94-001017.hdr.sgml : 19940608 ACCESSION NUMBER: 0000950123-94-001017 CONFORMED SUBMISSION TYPE: 424B3 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19940607 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KING WORLD PRODUCTIONS INC CENTRAL INDEX KEY: 0000756764 STANDARD INDUSTRIAL CLASSIFICATION: 7822 IRS NUMBER: 132565808 STATE OF INCORPORATION: DE FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: 424B3 SEC ACT: 1933 Act SEC FILE NUMBER: 033-30694 FILM NUMBER: 94533216 BUSINESS ADDRESS: STREET 1: 1700 BROADWAY CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 2123154000 424B3 1 PROSPECTUS SUPPLEMENT DATED JUNE 6, 1994 1 Filed pursuant to Rule 424(b)(3) Registration No. 33-30694 PROSPECTUS KING WORLD PRODUCTIONS, INC. COMMON STOCK This Prospectus relates to shares of Common Stock, $.01 par value ("Common Stock"), of King World Productions, Inc. (the "Company" or "King World") issued to certain officers, directors and employees of the Company and its subsidiaries upon the exercise of options granted under the Company's 1989 Stock Option and Restricted Stock Purchase Plan (the "Stock Plan" or the "Plan") or pursuant to restricted stock awards under the Stock Plan. This Prospectus also relates to shares of Common Stock that were issued or are subject to outstanding options granted under the Company's Incentive Stock Option Plan and Non-Qualified Stock Option Plan (the "Original Stock Plans"), which were amended and restated in their entirety by the Plan. The shares of Common Stock offered hereby may be offered and sold, from time to time, in the regular way on the over-the-counter market or such national securities exchange upon which the Common Stock is traded at the time of such sales, at prices prevailing at the time of such sales, and the commissions payable will be the regular commissions of brokers for effecting such sales. The Company will not receive any of the proceeds from such sales. See "Selling Stockholders". The Common Stock is traded on the New York Stock Exchange. On June 3, 1994, the closing price of the Common Stock was $38 3/4 per share. ------------------- THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. -------------------- No person has been authorized to give any information or make any representation other than is contained in this Prospectus, and, if given or made, such information or representation must not be relied upon as having been authorized by the Company or any Selling Stockholder. This Prospectus does not constitute an offer to sell or a solicitation of an offer to buy any security offered hereby in any jurisdiction to any person to whom it is unlawful to make such offer or solicitation in such jurisdiction. Neither the delivery of this Prospectus nor any 2 sale made hereunder shall, under any circumstances, create any implication that there has been no change in the affairs of the Company since the date hereof or that the information contained herein is correct as of any time subsequent to its date. -------------------- The date of this Prospectus is June 6, 1994. 2 3 TABLE OF CONTENTS Available Information. . . . . . . . . . . . . . . . . . 1 Selling Stockholders . . . . . . . . . . . . . . . . . . 2 Incorporation of Certain Documents By Reference. . . . . 3 Legal Matters. . . . . . . . . . . . . . . . . . . . . . 3 Experts. . . . . . . . . . . . . . . . . . . . . . . . . 4 Other Matters. . . . . . . . . . . . . . . . . . . . . . 4
(i) 4 AVAILABLE INFORMATION The Company has filed with the Securities and Exchange Commission (the "Commission") a Registration Statement (the "Registration Statement") under the Securities Act of 1933 with respect to the shares of Common Stock offered hereby. This Prospectus does not contain all the information set forth in the Registration Statement. For further information, reference is made to the Registration Statement and to the exhibits filed therewith. Each statement made in this Prospectus referring to a document filed as an exhibit to the Registration Statement or incorporated herein by reference is qualified by reference to such document. The Company is subject to the informational requirements of the Securities Exchange Act of 1934 (the "Exchange Act") and in accordance therewith files reports and other information with the Commission. Reports, proxy statements and other information filed by the Company can be inspected and copies at Room 1024 of the offices of the Commission at 450 Fifth Street, N.W., in Washington, D.C. 20549, and at the Commission's regional offices located at 7 World Trade Center, 13th Floor, New York, New York 10048 and Suite 1400, 500 West Madison Street, Chicago, Illinois 60661. Copies of such materials can also be obtained from the Public Reference Section of the Commission, at 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates. The Common Stock of the Company is listed on the New York Stock Exchange. Reports, proxy statements and other information filed by the Company with the Commission can be inspected at said exchange. The Company will promptly furnish, without charge, to each person to whom this Prospectus is delivered, upon written request of such person, a copy of any and all of the information that has been incorporated by reference in this Prospectus (other than exhibits to such information, unless such exhibits are specifically incorporated by reference into such information). Requests for such copies should be directed to the Controller, King World Productions, Inc., 830 Morris Turnpike, Short Hills, New Jersey 07078, telephone number (201) 376-1313. 5 SELLING STOCKHOLDERS
Shares Benefi- Position with cially Owned Shares Offered Name the Company Prior to Offering Hereby - ---- ------------- ----------------- -------------- Number Percent Number ------ ------- ------ Jeffrey E. Chief Financial Officer 150,000 .4% 210,000 Epstein Steven R. Hirsch President, Camelot Entertainment 42,000 .1% 42,000 Sales Inc. Steven A. Controller 68,000 .1% 68,000 LoCascio James M. Rupp Director 17,868 * 12,138 Joel Chaseman Director 22,500 * 22,500
* Less than .1% 2 6 Selling Stockholders may, from time to time, offer all or part of the shares acquired by them upon the exercise of Options or Awards granted by the Company under its Stock Plan, in the regular way on the over-the-counter market. The Company will pay all expenses in preparing and reproducing the Registration Statement of which this Prospectus is a part, but will not receive any part of the proceeds of any sales of such shares. The Selling Stockholders will pay the brokerage commissions charged to sellers in connection with such sales. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE There are incorporated in this Prospectus by reference the following documents which have been filed with the Securities and Exchange Commission: (a) Annual Report of the Company on Form 10-K for the fiscal year ended August 31, 1993, filed pursuant to Section 13 of the Exchange Act; (b) Quarterly Report of the Company on Form 10-Q for the fiscal quarter ended November 30, 1993, filed pursuant to Section 13 of the Exchange Act; (c) Quarterly Report of the Company on Form 10-Q for the fiscal quarter ended February 28, 1994, filed pursuant to Section 13 of the Exchange Act; (d) Current Report of the Company on Form 8-K dated March 18, 1994, filed pursuant to Section 13 of the Exchange Act; and (e) "Description of Registrant's Securities to be Registered" contained in the Registration Statement of the company on Form 8-A filed with the Commission on August 22, 1986 and "Description of Capital Stock" contained in the Company's Registration Statement on Form S-1 (No. 33-8357). All reports subsequently filed by the Company pursuant to Section 13, 14 or 15(d) of the Exchange Act prior to the termination of the offering shall be deemed to be incorporated by reference in this Prospectus and to be a part hereof from the date of filing of such documents. LEGAL MATTERS The validity of the shares of Common Stock offered hereby will be passed upon for the Company by Reboul, MacMurray, 3 7 Hewitt, Maynard & Kristol, 45 Rockefeller Plaza, New York, New York 10111. EXPERTS The consolidated financial statements of King World Productions, Inc. and subsidiaries incorporated by reference in this Prospectus and elsewhere in the Registration Statement have been examined by Arthur Andersen & Co., independent certified public accountants, as indicated in their report with respect thereto, and are incorporated herein by reference in reliance upon the authority of said firm as experts in accounting and auditing in giving said report. OTHER MATTERS The General Corporation Law of the State of Delaware provides that, under certain circumstances, directors, officers, employees or agents of a Delaware corporation may be indemnified against expenses, payments, fines and amounts actually and reasonably incurred by them in connection with settling, or otherwise disposing of, suits or threatened suits, to which they are a party or threatened to be named a party by reason of acting in any of such capacities, if such person acted in good faith and in a manner such person reasonably believed to be in, or not opposed to, the best interests of the corporation. The By-laws of the Company provide for indemnification of officers and directors under the circumstances, and to the extent, permitted by law. In addition, the Company has entered into an indemnification agreement with each of the members of the Board of Directors whereby the Company has promised to indemnify the directors to the fullest extent allowed under Delaware corporate law and to maintain a directors' and officers' insurance policy in an amount not less than $2,000,000. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers or persons controlling the Company pursuant to the foregoing provisions and agreements, the Company has been informed that, in the opinion of the Commission, such indemnification is against public policy as expressed in such Act and is therefore unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Company of expenses incurred or paid by a director, officer or controlling person of the Company in a successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered hereunder, the Company will, unless in the opinion of its counsel the question has already been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification by 4 8 it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue. 5 -----END PRIVACY-ENHANCED MESSAGE-----