-----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, GzTdTsbnRpJLCeOTNSb3/U8YgkJx96nEUkldy1q/Ild3NM11pslSEB01UWOCVjo3 Wl4ooieNQ753EtAxXARhQA== 0000950123-96-003812.txt : 19960726 0000950123-96-003812.hdr.sgml : 19960726 ACCESSION NUMBER: 0000950123-96-003812 CONFORMED SUBMISSION TYPE: 10-Q/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19960229 FILED AS OF DATE: 19960725 SROS: NYSE 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: 10-Q/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-09244 FILM NUMBER: 96599049 BUSINESS ADDRESS: STREET 1: 1700 BROADWAY CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 2123154000 10-Q/A 1 AMENDMENT NO. 1 TO FORM 10-Q 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A Amendment No. 1 to /X/ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended February 29, 1996 / / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from to Commission File Number 1-9244 KING WORLD PRODUCTIONS, INC. (Exact name of registrant as specified in its charter) Delaware 13-2565808 (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) 1700 Broadway New York, New York 10019 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: 212 315-4000 Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes X No Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. Common Stock, $.01 par value, 37,490,595 shares outstanding as of April 4, 1996. 2 PART II - OTHER INFORMATION ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY-HOLDERS At the Company's 1996 annual meeting of stockholders, held on January 19, 1996, an aggregate 31,582,112 shares of Common Stock were present in person or by proxy. Votes cast for and against, abstentions and broker non-votes for the matters submitted to a vote of security-holders were as follows: (i) ELECTION OF DIRECTORS:
Authority Votes to Vote Nominee For Withheld - ------- ----- ---------- Diana King 31,005,872 576,240 Stephen W. Palley 31,144,170 437,942 Joel Chaseman 31,200,346 381,766
(ii) ADOPTION OF KING WORLD PRODUCTIONS, INC. AMENDED AND RESTATED STOCK OPTION AND RESTRICTED STOCK PURCHASE PLAN:
Votes Votes Broker For Against Abstentions Non-Votes - ----- ------- ----------- --------- 14,508,137 11,360,232 104,607 5,609,136
(iii) APPROVAL OF PERFORMANCE BASED COMPENSATION ARRANGEMENTS WITH THE COMPANY'S FIVE HIGHEST-PAID EXECUTIVE OFFICERS: (a) Net Income Bonuses of Messrs. Michael King and Roger King:
Votes Votes Broker For Against Abstentions Non-Votes - ----- ------- ----------- --------- 21,482,874 4,149,780 340,322 5,609,136
3 (b) New Series Bonuses of Messrs. Michael King and Roger King:
Votes Votes Broker For Against Abstentions Non-Votes - ----- ------- ----------- --------- 21,288,164 4,334,676 350,136 5,609,136
(c) New Show Profits Bonuses of Messrs. Michael King and Roger King:
Votes Votes Broker For Against Abstentions Non-Votes - ----- ------- ----------- --------- 21,267,683 4,360,628 344,665 5,609,136
(d) Supplemental Bonuses of Messrs. Michael King and Roger King:
Votes Votes Broker For Against Abstentions Non-Votes - ----- ------- ----------- --------- 21,403,194 4,222,826 346,956 5,609,136
(iv) APPOINTMENT OF ARTHUR ANDERSEN LLP AS AUDITORS FOR THE FISCAL YEAR ENDING AUGUST 31, 1996:
Votes Votes For Against Abstentions - ----- ------- ----------- 31,339,019 99,056 144,037
4 ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits: Exhibit Number Description - ------ ----------- 10.3* Agreement dated as of October 6, 1995 between the Registrant and Harpo, Inc. - -------------------- * Certain information in this exhibit is deleted pursuant to a request to the Securities and Exchange Commission for confidential treatment. SIGNATURES 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 ---------------------------------- Steven A. LoCascio As Interim Chief Financial Officer and on behalf of the Registrant July 25, 1996 5 EXHIBIT INDEX
Exhibit No. Description Page - ------- ----------- ---- 10.3* Agreement dated as of October 6, 1995 between 45 the Registrant and Harpo, Inc.
- --------------------- * Certain information in this exhibit is deleted pursuant to a request to the Securities and Exchange Commission for confidential treatment. EX-10.3 2 AGREEMENT DATED AS OF 10/6/95/REGISTRAND AND HARPO 1 *Confidential Treatment Requested EXHIBIT 10.3 HARPO, INC. [HARPO LOGO] 110 N. Carpenter Street Chicago, Illinois 60607 312.633.1000 Fax 312.633.1111 As of October 6, 1995 Mr. Stephen W. Palley King World Productions, Inc. 1700 Broadway New York, New York 10019 Dear Steve: Reference is made to the existing agreement between King World Productions, Inc. ("King World") and HARPO, Inc. ("HARPO") (which agreement, as amended to date, is herein referred to as the ("Existing Agreement"). For good and valuable consideration as set forth herein, the parties hereby confirm their further agreement as follows: 1. HARPO hereby exercises its option pursuant to the Existing Agreement, as modified hereby, to produce and have Oprah Winfrey host episodes of the Show for Year 11 and Year 12. 2. Notwithstanding any provision set forth in the Existing Agreement to the contrary: (a) The Production Fee for Year 10 shall be increased from ***** to ***** , provided that, if, based upon a showing of HARPO's Show costs for that Year, such Show costs result to be ***** (the "Year 10 Underspend"), HARPO shall repay to King World such Year 10 Underspend, up to a maximum repayment of ***** , in which event the Production Fee for Year 10 shall be reduced by the amount of such repayment. King World has heretofore paid to HARPO ***** of the ***** Year 10 Production Fee increase as an adjustment to the installment of the Year 10 Production Fee that was paid in September 1995; King World will augment the remaining installment of the Year 10 Production Fee (due on January 3, 1996) by the remaining ***** . (b) The Production Fee for Year 11 shall, subject to clause (iii) below, be increased from ***** to between ***** and ***** , based upon a showing of HARPO's Show costs for that Year, payable as follows: (i) The tentative Production Fee for Year 11 shall be ***** , ***** of which shall be payable on September 1, 1996 and the remaining ***** of which shall be payable on January 3, 1997. 2 *Confidential Treatment Requested [HARPO LOGO] Mr. Stephen W. Palley As of October 6, 1995 Page 2 (ii) If, based upon a showing of HARPO's Show costs for that Year, such Show costs exceed *****, King World shall pay to HARPO such excess, up to a maximum payment by King World of ***** (that is, corresponding to a maximum Production Fee of *****. (iii) If, based upon a showing of HARPO's Show costs for that Year, such Show costs result to be ***** (the "Year 11 Underspend"), HARPO shall repay to King World such Year 11 Underspend, up to a maximum repayment of *****, in which event the Production Fee for Year 11 shall be reduced by the amount of such repayment. (c) The Guarantee for Year 11 shall be payable on and not before January 2, 1996. (d) The initial installment of the Guarantee for Year 12, as contemplated by paragraph 4(b)(iii)(A) of the agreement dated March 17, 1994 constituting a part of the Existing Agreement, shall be payable on and not before January 2, 1996. 3. The price of King World stock for, the purpose of the options to which Oprah Winfrey and Jeffrey D. Jacobs are entitled pursuant to the Option exercise contemplated by this amendment shall be $36.00 per share, which represents the closing market price of King World stock on October 6, 1995. 4. All capitalized terms not otherwise defined herein shall be defined in accordance with the Existing Agreement. 5. The parties hereby confirm their agreement that, inasmuch as the letter dated October 6, 1995 from HARPO to you did not fully or accurately reflect the intention or understanding of the parties at that time, such letter is hereby mutually rescinded ab initio. 6. Except as expressly modified by this amendment, the Existing Agreement shall remain in full force and effect. Moreover, HARPO shall indemnify King World and hold it harmless from any liability or other costs or expenses (including any fines, penalties and reasonable attorneys' fees) that are incurred by King World arising out of the entering into of this amendment in lieu of the letter referred to in paragraph 5. Each of HARPO and King World shall keep the other party informed of any action 3 *Confidential Treatment Requested [HARPO LOGO] Mr. Stephen W. Palley As of October 6, 1995 Page 3 by any third party that might give rise to any indemnification pursuant to the terms of the preceding sentence, and King World shall allow HARPO to participate in the defense of any such action. Very truly yours, HARPO, INC. By: /s/ OPRAH WINFREY December 22, 1995 ----------------------------- Oprah Winfrey Chairman of the Board ACKNOWLEDGED AND AGREED: KING WORLD PRODUCTIONS, INC. By: /s/ JONATHAN BIRKHAHN December 28, 1995 ------------------------------ Jonathan Birkhahn Senior Vice President, Business Affairs and General Counsel I hereby confirm that all of the representations, warranties and agreements made by me in the guarantee dated March 17, 1994 apply to the foregoing letter agreement. /s/ OPRAH WINFREY December 22, 1995 - -------------------------------- Oprah Winfrey -----END PRIVACY-ENHANCED MESSAGE-----