-----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, PYHJbGQtlyKWyyTwm6g7L/gHF6NJmLU0CnUMPfoHGpKoNli3svJlZ+kK7by/6xgp 4RxZvz84cruO9TjSvEp8Mg== 0000950157-97-000236.txt : 19970514 0000950157-97-000236.hdr.sgml : 19970514 ACCESSION NUMBER: 0000950157-97-000236 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 19970324 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19970513 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-09244 FILM NUMBER: 97601716 BUSINESS ADDRESS: STREET 1: 1700 BROADWAY CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 2123154000 8-K 1 FORM 8-K 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 March 24, 1997 (Date of earliest event reported) KING WORLD PRODUCTIONS, INC. (exact name of Registrant as specified in its charter) Delaware 1-9244 13-2565808 (State or other jurisdiction of (Commission (I.R.S. Employer Incorporation or organization) File Number) Identification No.) 1700 Broadway, 10019 New York, New York (Zip Code) (Address of principal executive office) Registrant's telephone number, including area code: (212) 315-4000 Exhibit index is on page 5 of this filing 1 of 5 Item 5. Other Events On March 24, 1997, King World Productions, Inc. (the "Company") filed an action in California Suprior Court, Los Angeles County, against the two subsidiaries of Sony Pictures Entertainment that produce "WHEEL OF FORTUNE" and "JEOPARDY!". In this suit, the Company is seeking to confirm its rights to produce or license others to produce strip game shows for distribution in first-run syndication by others as explicitly recognized in the agreements under which the Company distributes "WHEEL OF FORTUNE" and "JEOPARDY!". A copy of the Company's action is attached hereto as Exhibit 99.1 and is incorporated herein by reference. On May 8, 1997, the defendants filed an answer and cross-complaint. The cross-complaint alleges that the Company has breached the distribution agreements with the defendants and seeks a judgment for damages in an unspecified amount, for termination of the distribution agreements and/or for reformation (in effect a judicial rewriting) of the agreements to prohibit the Company from, among other things, producing any strip game show for first-run syndication. A copy of the answer and cross-complaint are attached hereto as Exhibits 99.2 and 99.3, respectively, and are incorporated herein by reference. On May 13, 1997, the Company issued a press release regarding developments in its pending litigation with the defendants. A copy of such press release is attached hereto as Exhibit 99.4 and is incorporated herein by reference. 2 of 5 Item 7. Financial Statements and Exhibits. (c) Exhibits 99.1 Complaint for Declaratory Relief in King World Productions, Inc., v. Califon Productions, Inc., Jeopardy Productions, Inc., and Does 1 through 10, inclusive, C.A. No. BC 168 059 (Superior Court of the State of California for the County of Los Angeles, filed March 24, 1997). 99.2 Answer to Unverified Complaint in King World Productions, Inc., vs. Califon Productions, Inc., Jeopardy Productions, Inc., and Does 1 through 10, inclusive, C.A. No. BC 168 059 (Superior Court of the State of California for the County of Los Angeles, filed May 8, 1997). 99.3 Cross-Complaint for Breach of Contract, Termination of Contract and Reformation in King World Productions, Inc., vs. Califon Productions, Inc., Jeopardy Productions, Inc., and Does 1 through 10, inclusive, C.A. No. BC 168 059 (Superior Court of the State of California for the County of Los Angeles, filed May 8, 1997). 99.4 Text of Press Release of the Company dated May 13, 1997. 3 of 5 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 hereunto duly authorized. KING WORLD PRODUCTIONS, INC. By: /s/ JONATHAN BIRKHAHN --------------------- Name: Jonathan Birkhahn Title: Senior Vice President, Business Affairs and General Counsel DATED: May 13, 1997 4 of 5 EXHIBIT INDEX Exhibits 99.1 Complaint for Declaratory Relief in King World Productions, Inc., v. Califon Productions, Inc., Jeopardy Productions, Inc., and Does 1 through 10, inclusive, C.A. No. BC 168 059 (Superior Court of the State of California for the County of Los Angeles, filed March 24, 1997). 99.2 Answer to Unverified Complaint in King World Productions, Inc., vs. Califon Productions, Inc., Jeopardy Productions, Inc., and Does 1 through 10, inclusive, C.A. No. BC 168 059 (Superior Court of the State of California for the County of Los Angeles, filed May 8, 1997). 99.3 Cross-Complaint for Breach of Contract, Termination of Contract and Reformation in King World Productions, Inc., vs. Califon Productions, Inc., Jeopardy Productions, Inc., and Does 1 through 10, inclusive, C.A. No. BC 168 059 (Superior Court of the State of California for the County of Los Angeles, filed May 8, 1997). 99.4 Text of Press Release of the Company dated May 13, 1997. 5 of 5 EX-99.1 2 COMPLAINT [EXHIBIT 99.1] ROBERT S. RIFKIND DAVID J. STONE CRAVATH, SWAINE & MOORE WORLDWIDE PLAZA 825 EIGHTH AVENUE NEW YORK, NY 10019-7475 (212) 474-1000 ARTHUR N. GREENBERG (State Bar No. 023756) MICHAEL A. GREENE (State Bar No. 047931) GREENBERG GLUSKER FIELDS CLAMAN & MACHTINGER LLP 1900 Avenue of the Stars Suite 1200 Los Angeles, California 90067-4590 (310) 553-3610 Attorneys for King World Productions, Inc. SUPERIOR COURT OF THE STATE OF CALIFORNIA FOR THE COUNTY OF LOS ANGELES KING WORLD PRODUCTIONS, INC., Plaintiff, CASE NO. BC168059 v. COMPLAINT FOR DECLARATORY RELIEF CALIFON PRODUCTIONS, INC., JEOPARDY PRODUCTIONS, INC., AND DOES 1 THROUGH 10, INCLUSIVE, Defendants. - ------------------------------------- Plaintiff King World Productions, Inc. ("King World") alleges as follows: 1. King World is a corporation transacting business in this state. 2. Defendants Califon Productions, Inc. ("Califon") and Jeopardy Productions, Inc. ("Jeopardy") are corporations transacting business in this state. 3. The true names and capacities of defendants named herein as Does 1 through 10 are unknown to plaintiff, who therefore sues said defendants by such fictitious names. Plaintiff will ask leave of this court to amend this complaint to show their true names and capacities when the same have been ascertained. Plaintiff is informed and believes, and thereon alleges, that Does 1 through 10 claim an interest in the Agreements hereinafter referred to and are aligned with Califon and Jeopardy with respect to their interpretation of said Agreements. 4. On or about December 15, 1982, King World and Califon entered into an agreement (the "WOF Agreement") through which King World acquired certain rights with respect to the television game show "Wheel of Fortune." A true and correct copy of the WOF Agreement and amendments thereto is attached hereto as Exhibit A and by this reference incorporated herein. 5. On or about November 1, 1983, King World and Califon entered into another agreement (the "Jeopardy Agreement") through which King World acquired certain rights with respect to the television game show "Jeopardy!." A true and correct copy of the Jeopardy Agreement and amendments thereto is attached hereto as Exhibit B and by this reference incorporated herein. Califon subsequently assigned its rights and delegated its obligations under the Jeopardy Agreement to its affiliate Jeopardy. The WOF Agreement and the Jeopardy Agreement are referred to collectively herein as the "Distribution Agreements." 6. Under the Distribution Agreements, King World is authorized to distribute "Wheel of Fortune" and "Jeopardy!" (collectively, the "Programs"). 7. Each of the Distribution Agreements provides in paragraph 21 that ". . . [King World] is engaged in the business of distributing television programs and that nothing herein contained shall be deemed to restrict or limit in any way [King World's] right to produce or distribute other television programs except that during the term [King World] shall not distribute any other strip game show for first run syndication." 8. King World has informed defendants that it intends to produce or license others to produce another strip game show for distribution in first-run syndication by others. Defendants have responded that they believe any such production or licensing would constitute a breach of the Distribution Agreements. 9. An actual controversy has arisen and now exists between King World on the one hand and defendants on the other for which no adequate remedy at law exists in that King World contends that the Distribution Agreements do not restrict or limit in any way King World's right to produce or license others to produce any other television programs, including strip game shows for distribution in first-run syndication, whereas defendants contend that any such production or licensing by King World is prohibited by and would be a breach of the Distribution Agreements. 10. A judicial declaration of the Parties' rights and obligations under the Distribution Agreements and, in particular, that nothing contained in the distribution Agreements restricts or limits in any way King World's right to produce or license others to produce any other television programs, including strip game shows for distribution in first-run syndication by others, and that doing so is not a breach of said Agreements is necessary. WHEREFORE, plaintiff prays Judgment as follows: 1. For a declaration of the parties' rights and obligations under the Distribution Agreements, and, in particular, that nothing contained in the Distribution Agreements restricts or limits in any way King World's right to produce or license others to produce any other television programs, including strip game shows for distribution in first-run syndication by others, and that doing so is not a breach of said Agreements; / / / / / / / / / / / / / / / / / / 2. For plaintiff's costs of suit incurred herein; and 3. For such other and further relief as the Court deems just and proper. DATED: March 24, 1997 CRAVATH, SWAINE & MOORE, GREENBERG GLUSKER FIELDS CLAMAN & MACHTINGER LLP By /s/ ARTHUR N. GREENBERG ----------------------- Arthur N. Greenberg Attorney for King World Productions, Inc. EX-99.2 3 ANSWER TO COMPLAINT [EXHIBIT 99.2] TROOP MEISINGER STEUBER & PASICH, LLP LOUIS M. MEISINGER, State Bar No. 41481 KIRK A. PASICH, State Bar No. 94242 LINDA D. KORNFELD, State Bar No. 155765 10940 Wilshire Boulevard, Eighth Floor Los Angeles, California 90024-3902 Telephone: (310) 824-7000 Attorneys for Defendants CALIFON PRODUCTIONS, INC. and JEOPARDY PRODUCTIONS, INC. SUPERIOR COURT OF THE STATE OF CALIFORNIA FOR THE COUNTY OF LOS ANGELES KING WORLD PRODUCTIONS, INC., Plaintiff, CASE NO.: BC 168 059 vs. ANSWER TO UNVERIFIED CALIFON PRODUCTIONS, INC., JEOPARDY COMPLAINT PRODUCTIONS, INC., AND DOES 1 THROUGH 10, INCLUSIVE, Defendants. - ------------------------------------- Defendants Califon Productions, Inc. ("Califon") and Jeopardy Productions, Inc. ("Jeopardy") (collectively "defendants") appearing on behalf of themselves, alone, answer the Complaint of King World Productions, Inc. ("King World"), as follows: GENERAL DENIAL 1. Pursuant to California Code of Civil Procedure section 431.30(d), defendants deny, generally and specifically, each allegation made against them in the Complaint. FIRST AFFIRMATIVE DEFENSE (Failure to State a Cause of Action) 2. The Complaint and each cause of action therein fails to state facts sufficient to constitute a cause of action against defendants, or at all. SECOND AFFIRMATIVE DEFENSE (Unclean Hands) 3. King World is barred from maintaining its Complaint and each cause of action therein because of its unclean hands. THIRD AFFIRMATIVE DEFENSE (Waiver) 4. King World has waived whatever right it may have had to assert the claims contained in the Complaint and each cause of action therein because it failed to take proper steps to assert those claims in a timely fashion, knowingly relinquished such claims, and otherwise acted in a manner inconsistent with an intent to assert or preserve its right to assert such claims. FOURTH AFFIRMATIVE DEFENSE (Estoppel) 5. King World is estopped to enforce the claims and obligations sought to be enforced in the Complaint and each cause of action therein because King World failed to honor its duties to defendants, failed to take proper steps to assert in a timely fashion the claims alleged in the Complaint, and otherwise acted in a manner inconsistent with an intent to assert or preserve its right to assert any of the claims, all to the detriment of defendants. FIFTH AFFIRMATIVE DEFENSE (Laches) 6. King World is barred by the doctrine of laches from pursuing its Complaint and each cause of action therein by reason of its inexcusable and unreasonable delay in filing the Complaint and its failure to specifically state its claims, all to the prejudice of defendants. SIXTH AFFIRMATIVE DEFENSE (Mutual Mistake) 7. The relief that King World seeks in its Complaint is barred by the mutual mistake of King World and Califon at the time that the agreements that are the subject of King World's Complaint were entered, regarding the interpretation and application of the contract language at issue in King World's Complaint. SEVENTH AFFIRMATIVE DEFENSE (Unilateral Mistake) 8. The relief that King World seeks in its Complaint is barred by Califon's unilateral mistake at the time that the agreements that are the subject of King World's Complaint were entered, regarding the interpretation and application of the contract language at issue in King World's Complaint. WHEREFORE, defendants pray for judgment against King World as follows: 1. That King World take nothing by its Complaint; 2. For their costs of suit incurred herein; and 3. For such other, further, or different relief as may be deemed just and proper. Dated: May 8, 1997 TROOP MEISINGER STEUBER & PASICCH, LLP By /s/ LINDA D. KORNFELD --------------------- Linda D. Kornfeld Attorney for Defendants CALIFON PRODUCTIONS, INC. and JEOPARDY PRODUCTIONS, INC. PROOF OF PERSONAL SERVICE (1013a, 2015.5 C.C.P.) STATE OF CALIFORNIA ) ) ss. COUNTY OF LOS ANGELES ) I am employed in the County of Los Angeles, State of California. I am over the age of eighteen and not a party to the within action; my business address is: Courier Connection, 1762 Westwood Boulevard, Suite 400, Los Angeles, CA 90024. On May 8, 1997, I served the foregoing documents described as ANSWER TO UNVERIFIED COMPLAINT on the parties listed below in this action by placing ---- the original X a true copy thereof enclosed in sealed envelopes and served on counsel addressed as follows: Arthur N. Greenberg, Esq. Michael A. Greene, Esq. GREENBERG GLUSKER FIELDS CLAMAN & MACHTINGER, LLP 1900 Avenue of the Stars, #2100 Los Angeles, CA 90067-4590 Executed on May 8, 1997, at Los Angeles, California. I declare under penalty of perjury under the laws of the State of California that the above is true and correct. - ---------------------------- -------------------------- [Print Name] [Signature] PROOF OF SERVICE BY FEDERAL EXPRESS STATE OF CALIFORNIA ) ) ss. COUNTY OF LOS ANGELES ) I am employed in the County of Los Angeles, State of California. I am over the age of eighteen and not a party to the within action; my business address is: TROOP MEISINGER STEUBER & PASICH, LLP, 10940 Wilshire Boulevard, Suite 800, Los Angeles, California 90024. On May 8, 1997, I served the foregoing documents, described as ANSWER TO UNVERIFIED COMPLAINT on the parties in this action by placing a true copy thereof enclosed in sealed envelopes addressed to counsel for all parties at the addresses listed below and depositing same with Federal Express: Robert S. Rifkind, Esq. David J. Stone, Esq. CRAVATH, SWAINE & MOORE Worldwide Plaza 825 Eighth Avenue New York, New York 10019-7475 Executed on May 8, 1997, at Los Angeles, California. I declare under penalty of perjury under the laws of the State of California that the above is true and correct. P. BERARDI /s/ P. BERARDI --------------------- ------------------- [Print Name] [Signature] EX-99.3 4 CROSS COMPLAINT [EXHIBIT 99.3] TROOP MEISINGER STEUBER & PASICH, LLP LOUIS M. MEISINGER, State Bar No. 41481 KIRK A. PASICH, State Bar No. 94242 LINDA D. KORNFELD, State Bar No. 155765 10940 Wilshire Boulevard, Eighth Floor Los Angeles, California 90024-3902 Telephone: (310) 824-7000 Attorneys for Defendants and Cross-complainants CALIFON PRODUCTIONS, INC. and JEOPARDY PRODUCTIONS, INC. SUPERIOR COURT OF THE STATE OF CALIFORNIA FOR THE COUNTY OF LOS ANGELES KING WORLD PRODUCTIONS, INC., CASE NO.: BC 168 059 Plaintiff, CROSS-COMPLAINT FOR vs. BREACH OF CONTRACT, TERMINATION OF CALIFON PRODUCTIONS, INC., JEOPARDY CONTRACT, AND PRODUCTIONS, INC., and DOES 1 REFORMATION through 10, INCLUSIVE, Defendants. - ----------------------------------- CALIFON PRODUCTIONS, INC., JEOPARDY PRODUCTIONS, INC., Cross-Complainants, vs. KING WORLD PRODUCTIONS, INC., and ROES 1 through 10, Cross-Defendants. - --------------------------------- Defendants and cross-complainants Califon Productions, Inc. ("Califon") and Jeopardy Productions, Inc. ("Jeopardy") (collectively "cross-complainants") complain of cross-defendants and allege as follows: THE PARTIES 1. Califon is a New York corporation with its principal place of business in Los Angeles, California. Califon is authorized to transact and is transacting business in Los Angeles County. 2. Jeopardy is a Delaware corporation with its principal place of business in Los Angeles, California. Jeopardy is authorized to transact and is transacting business in Los Angeles County. 3. Cross-Complainants are informed and believe, and on that basis allege, that King World Productions, Inc. ("King World") is a Delaware corporation with its principal place of business in New Jersey. King World is authorized to transact and is transacting business in Los Angeles County. 4. Cross-complainants are ignorant of the true names and capacities, whether individual, associate, partnership, corporate, or otherwise, of the cross-defendants fictitiously designated herein as Roes 1 through 10, and therefore sue those cross-defendants by these fictitious names. Cross- complainants will seek leave of court to amend this cross- complaint when the true names and capacities of these fictitously designated cross-defendants have been ascertained. Cross-complainants are informed and believe, and on that basis allege that cross-defendants Roes 1 through 10 are, and at all times relevant hereto, have been the principals, agents, employees, partners, co-venturers, alter egos or conspirators of King World, and of each other, and as a result thereof have an interest in the matters that are the subject matter of this Cross-Complaint. FACTUAL BACKGROUND 5. Cross-complainants have produced, or have had produced on their behalf, Jeopardy! and Wheel of Fortune, two television game shows, since the early 1980's. Jeopardy! is a game show hosted by Alex Trebek, in which three contestants in each episode vie to pose "questions" in response to "answers" displayed on a screen in certain categories. Wheel of Fortune is a game show hosted by Pat Sajak, with co-host Vanna White, in which contestants spin a wheel and attempt to guess words or phrases by filling in the blanks on the puzzle board. Both shows are among the most profitable and long-running shows on television. Both shows have been distributed by cross- defendant King World in first-run syndication--that is, for broadcast of original episodes by individual television stations or groups of television stations nationwide, rather than only on a particular network. Both shows are also "strip" shows, meaning that they are broadcast on at least five days per week. King World became the "exclusive" syndicator of both shows pursuant to agreements entered into with Califon in the early 1980's. 6. In or about late November or early December 1982, representatives of King World and Califon began discussions about a possible agreement whereby King World would obtain the exclusive right to syndicate certain episodes of Wheel of Fortune. Califon and King World ultimately entered into an agreement as of December 15, 1982 (the "Wheel of Fortune Agreement"). A true and correct copy of the Wheel of Fortune Agreement and amendments thereto is attached hereto as Exhibit A. 7. In or about November 1, 1983, King World and Califon entered into an agreement regarding syndication of certain episodes of the television game show Jeopardy! (the "Jeopardy Agreement"). A true and correct copy of the Jeopardy Agreement and amendments thereto is attached hereto as Exhibit B. Califon ultimately assigned its rights in and to this Agreement to Jeopardy. The Jeopardy Agreement contains substantially the same terms and provisions as those in the Wheel of Fortune Agreement. 8. During the course of the negotiations for both the Wheel of Fortune Agreement, and the Jeopardy Agreement, and at the time that both agreements ultimately were entered, Califon understood and expected that while either of the agreements were in effect, King World would not compete with Califon with any other strip game show in first-run syndication, and specifically, would not place or maintain any other strip game show in the first-run syndication marketplace by, among other things, marketing, testing, promoting, licensing for distribution, or seeking others to license for distribution, or otherwise using its distribution experience, expertise, leverage, "know how," or contacts in placing or maintaining any other strip game show in the first-run syndication marketplace (these activities hereinafter are referred to as "Distribution Activities"). King World knew, or should have known, that Califon held this understanding and expectation. King World's agreement not to compete with Califon in these manners was a material deal point for Califon in entering into both the Wheel of Fortune Agreement and the Jeopardy Agreement. Without the parties' mutual understanding and agreement on this point, or at least Califon's reasonable belief that the parties mutually understood and agreed on this point, Califon never would have entered into either the Wheel of Fortune Agreement or the Jeopardy Agreement. 9. Califon understood that King World's agreement not to compete with Califon with any other strip game show in first-run syndication ultimately was memorialized in paragraph 21 of both the Wheel of Fortune Agreement and the Jeopardy Agreement. Paragraph 21 reads, in relevant part, as follows: Owner [Califon] acknowledges that Distributor [King World] is engaged in the business of distributing television programs and that nothing herein contained shall be deemed to restrict or limit in any way Distributor's right to produce or distribute other television programs except that during the term Distributor shall not distribute any other strip game show for first fun syndication. 10. The Wheel of Fortune Agreement and the Jeopardy Agreement also contain, in paragraph 8(a), an obligation by King World to "use its best efforts to distribute [Wheel of Fortune and Jeopardy!] so as to secure the maximum receipts therefrom." A covenant of good faith and fair dealing also is implied in the Wheel of Fortune Agreement and the Jeopardy Agreement. Pursuant to this covenant, King World is obligated, among other things, to act in good faith towards cross-complainants. 11. At the time that Califon and King World entered into the Wheel of Fortune Agreement and the Jeopardy Agreement, King world was (and continues to be) in the business of distributing, among other things, television programs, including certain game shows. King World was not, at the time it entered into the Wheel of Fortune Agreement and the Jeopardy Agreement, engaged in any way in the business of producing or licensing others to produce any original television programming, and the parties to the agreements did not reasonably contemplate that King World ever would become involved in any such production activities, at least with respect to game shows. In fact, because of the broad nature and demands of its distribution obligations regarding Wheel of Fortune and Jeopardy!, King World could not have any involvement with production-related activities in connection with game shows for first-run syndication, without, performing at least some Distribution Activities. Indeed, under industry custom and practice, there is an inevitable connection between the Distribution Activities and ownership of the property together with production activities, such that as a "producer" and "owner" of games shows for first-run syndication, King World inevitably would be involved in distribution decisions regarding any such shows. 12. King World has made hundreds of millions of dollars in profits, and essentially has built its entire business based upon its approximately 15-year relationship with cross- complainants and its right exclusively to syndicate Wheel of Fortune and Jeopardy!. In return, Califon has sought from the outset King World's continued adherence to certain limited conditions, one of which is King World's agreement not to engage in any sort of Distribution Activities in connection with any strip game show in first-run syndication. This adherence necessarily would include a prohibition against production and ownership activities, which by their nature would force King World also to engage, to some degree, in Distribution Activities, and thus, inevitably create an unresolvable conflict of interest for King World. 13. King World recently has informed cross-complainants that it intends to produce or license others to produce "Hollywood Squares" and/or other shows, each of which is a strip game show owned by King World intended for first-run syndication, and also that it intends to license each show for first-run syndication. This would be in direct violation of material express and implied covenants in the Wheel of Fortune Agreement and the Jeopardy Agreement and of King World's agreement not to compete with cross-complainants. Notwithstanding these facts, cross-complainants are informed and believe, and on that basis allege, that even though cross- complainants told King World that its activities would be a material breach of the Wheel of Fortune Agreement and the Jeopardy Agreement, King World already has begun such activities. 14. Cross-complainants are informed and believe, and on that basis allege that in further material violation of the Wheel of Fortune Agreement and the Jeopardy Agreement, King World has engaged, and continues to engage in Distribution Activities with regard to "Hollywood Squares" and/or other shows, each of which is a strip game show intended for first- run syndication. FIRST CAUSE OF ACTION (Breach of Contract as to the Wheel of Fortune Agreement) 15. Cross-complainants reallege and incorporate by this reference the allegations of paragraphs 1-14 hereof. 16. King World is prohibited by paragraphs 8(a) and 21 of the Wheel of Fortune Agreement, and the implied covenant of good faith and fair dealing, from competing with cross- complainants with regard to strip game shows for first-run syndication, including by (1) producing or licensing others to produce any strip game show for first-run syndication, (2) distributing in first-run syndication, or granting any license of any other entity for the first-run syndication of, any strip game show, other than Wheel of Fortune and Jeopardy!, and (3) in any other manner engaging in any activities in placing or maintaining any strip game show, other than Wheel of Fortune and Jeopardy!, in first-run syndication. 17. Cross-complainants are informed and believe, and on that basis allege, that King World, in material breach of its duties, has, among other things, engaged in the following wrongful conduct: a. Distributing a strip game show for first-run syndication, other than Wheel of Fortune or Jeopardy!, by engaging in licensing and pre- licensing activities regarding that game show with third parties; b. Distributing a strip game show for first-run syndication, other than Wheel of Fortune or Jeopardy!, by contacting other syndicators who themselves own, are part of, or have access to large television station groups, and offering to make the game show available to those syndicators, along with exhibition rights to Wheel of Fortune and Jeopardy!; and c. Violating its obligation to use its best efforts to distribute Wheel of Fortune and Jeopardy! so as to secure the maximum receipts therefrom, by producing or licensing others to produce and/or distributing or licensing others to distribute a competing strip game show for first-run syndication. 18. As a direct and proximate result of King World's breaches as alleged above, cross-complainants have suffered, and will continue to suffer, damages in an amount according to proof, which cross-complainants are informed and believe, and on that basis allege, exceeds the minimum jurisdictional limit of this Court. SECOND CAUSE OF ACTION (Breach of Contract as to the Jeopardy Agreement) 19. Cross-complainants reallege and incorporate by this reference the allegations of paragraphs 1-14 and 16-18 hereof. 20. King World is prohibited by paragraphs 8(a) and 21 of the Jeopardy Agreement, and the implied covenant of good faith and fair dealing, from competing with cross-complainants with regard to strip game shows for first-run syndication, including by (1) producing or licensing others to produce any strip game show for first run syndication, (2) distributing in first-run syndication, or granting any license to any other entity for the first-run syndication of, any strip game show, other than Wheel of Fortune and Jeopardy!, and (3) in any other manner engaging in any activities in placing or maintaining any strip game show, other than Wheel of Fortune and Jeopardy!, in first-run syndication. 21. Cross-complainants are informed and believe, and on the basis allege, that King World, in material breach of its duties, has among, other things, engaged in the following wrongful conduct: a. Distributing a strip game show for first-run syndication, other than Wheel of Fortune or Jeopardy!, by engaging in licensing and pre- licensing activities regarding that game show with third parties; b. Distributing a strip game show for first-run syndication, other than Wheel of Fortune or Jeopardy!, by contacting other syndicators who themselves own, are part of, or have access to large television station groups, and offering to make the game show available to those syndicators, along with exhibition rights to Wheel of Fortune and Jeopardy!; and c. Violating its obligation to use its best efforts to distribute Wheel of Fortune and Jeopardy! so as to secure the maximum receipts therefrom, by producing or licensing others to produce and/or distributing or licensing others to distribute a competing strip game show for first-run syndication. 22. As a direct and proximate result of King World's breaches as alleged above, cross-complainants have suffered, and will continue to suffer, damages in an amount according to proof, which cross-complainants are informed and believe, and on that basis allege, exceeds the minimum jurisdictional limit of this Court. THIRD CAUSE OF ACTION (Termination of the Wheel of Fortune Agreement) 23. Cross-complainants reallege and incorporate by this reference the allegations of paragraphs 1-14, 16-18, and 20-22 hereof. 24. King World materially has breached its obligations under the Wheel of Fortune Agreement, by engaging in the following wrongful conduct: a. Distributing a strip game show for first-run syndication, other than Wheel of Fortune or Jeopardy!, by engaging in licensing and pre-licensing activities regarding that game show with third parties; b. Distributing a strip game show for first-run syndication, other than Wheel of Fortune or Jeopardy!, by contacting other syndicators who themselves own, are part of, or have access to large television station groups, and offering to make the game show available to those syndicators along with exhibition rights to Wheel of Fortune and Jeopardy!; and c. Violating its obligation to use its best efforts to distribute Wheel of Fortune and Jeopardy! so as to secure the maximum receipts therefrom, by producing or licensing others to produce and/or distributing or licensing others to distribute a competing strip game show for first-run syndication. By operation of law, Califon thus is entitled to, and hereby does, elect to cancel and terminate the Wheel of Fortune Agreement. Therefore, cross-complainants are excused from any future performance thereunder. FOURTH CAUSE OF ACTION (Termination of the Jeopardy Agreement) 25. Cross-complainants reallege and incorporate by this reference the allegations of paragraphs 1-14, 16-18, 20-22, and 24 hereof. 26. King World materially has breached its obligations under the Jeopardy Agreement, by engaging in the following wrongful conduct: a. Distributing a strip game show for first-run syndication, other than Wheel of Fortune and Jeopardy!, by engaging in licensing and pre- licensing activities regarding that game show with third parties; b. Distributing a strip game show for first-run syndication, other than Wheel of Fortune or Jeopardy!, by contacting other syndicators who themselves own, are part of, or have access to large television station groups, and offering to make the game show available to those syndicators, along with exhibition rights to Wheel of Fortune and Jeopardy!; and c. Violating its obligation to use its best efforts to distribute Wheel of Fortune and Jeopardy!, so as to secure the maximum receipts therefrom, by producing or licensing others to produce and/or distributing or licensing others to distribute a competing strip game show for first-run syndication. By operation of law, Califon thus is entitled to, and hereby does, elect to cancel and terminate the Jeopardy Agreement. Therefore, cross- complainants are excused from any future performance thereunder. FIFTH CAUSE OF ACTION (Reformation as to the Wheel of Fortune Agreement) 27. Cross-complainants reallege and incorporate by reference herein each allegation contained in paragraphs 1-14, 16-18, 20-22, 24, and 26 hereof. 28. When entering into the Wheel of Fortune Agreement, the parties mutually understood and agreed, or Califon reasonably believed that the parties mutually understood and agreed, and King World knew that Califon held such a reasonable belief, that pursuant to the Wheel of Fortune Agreement, King World would be prohibited from competing with cross-complainants with regard to strip game shows for first- run syndication, including by (1) producing or licensing others to produce any strip game show for first run syndication, (2) distributing in first-run syndication, or granting any license to any other entity for the first-run syndication of, any strip game show, other than Wheel of Fortune and Jeopardy!, and (3) in any other manner engaging in any activities in placing or maintaining any strip game show, other than Wheel of Fortune and Jeopardy!, in first syndication. If the Wheel of Fortune Agreement does not, in fact, prohibit King World from engaging in any such competitive activities, then cross-complainants are entitled to, and seek, reformation of the Wheel of Fortune Agreement to provide that King World may not engage in any of these activities with regard to strip game shows for first-run syndication. To the extent that reformation may be necessary, cross-complainants request reformation on the grounds of mutual mistake and/or unilateral mistake. 29. Cross-complainants are informed and believe, and on that basis allege, that to the extent the Wheel of Fortune Agreement grants King World the right to compete with cross- compalinants with regard to strip game shows for first-run syndication, including by (1) producing or licensing others to produce any strip game show for first-run syndication, (2) distributing in first-run syndication or granting any license to any other entity for the first-run syndication of any strip game show, other than Wheel of Fortune and Jeopardy!, and (3) in any other manner engaging in any activities in placing or maintaining any strip game show in first-run syndication other than Wheel of Fortune and Jeopardy!, then any such right to compete resulted from a mutual mistake of the parties, or from a unilateral mistake by cross-complainants. 30. Cross-complainants have no plain, speedy or adequate remedy at law. 31. Cross-complainants and King World are presumed to have intended to make an equitable agreement. If the Wheel of Fortune Agreement does not prohibit King World from competing with cross-complainants with regard to strip game shows for first-run syndication, then the Wheel of Fortune Agreement is inequitable, entitling cross-complainants to reformation as alleged herein. SIXTH CAUSE OF ACTION (Reformation as to the Jeopardy Agreement) 32. Cross-complainants reallege and incorporate by reference herein each allegation contained in paragraphs 1-14, 16-18, 20-22, 24, 26, and 28-31 hereof. 33. When entering into the Jeopardy Agreement, the parties mutually understood and agreed, or Califon reasonably believed that the parties mutually understood and agreed, and King World knew that Califon held such a reasonable belief, that pursuant to the Jeopardy Agreement, King World would be prohibited from competing with cross-complainants with regard to strip game shows for first-run syndication, including by (1) producing or licensing others to produce any strip game show for first run syndication, (2) distributing in first-run syndication, or granting any license to any other entity for the first-run syndication of, any strip game show, other than Wheel of Fortune and Jeopardy!, and (3) in any other manner engaging in any activities in placing or maintaining any strip game show, other than Wheel of Fortune and Jeopardy!, in first-run syndication. If the Jeopardy Agreement does not, in fact, prohibit King World from engaging in any such competitive activities, then cross-complainants are entitled to, and seek, reformation of the Jeopardy Agreement to provide that King World may not engage in any of these activities with regard to strip game shows for first-run syndication. To the extent that reformation may be necessary, cross-complainants request reformation on the grounds of mutual mistake and/or unilateral mistake. 34. Cross-complainants are informed and believe, and on that basis allege, that to the extent the Jeopardy Agreement grants King World the right to compete with cross-complainants with regard to strip game shows for first-run syndication, including by (1) producing or licensing others to produce any strip game show for first-run syndication, (2) distributing in first-run syndication or granting any license to any other entity for the first-run syndication of any strip game show, other than Wheel of Fortune and Jeopardy!, and (3) in any other manner engaging in any activities in placing or maintaining any strip game show in first-run syndication other than Wheel of Fortune and Jeopardy!, then any such right to compete resulted from a mutual mistake of the parties, or from a unilateral mistake by cross-complainants. 35. Cross-complainants have plain, speedy or adequate remedy at law. 36. Cross-complainants and King World are presumed to have intended to make an equitable agreement. If the Jeopardy Agreement does not prohibit King World from competing with cross-complainants with regard to strip game shows for first- run syndication, then the Jeopardy Agreement is inequitable, entitling cross-complainants to reformation as alleged herein. PRAYER WHEREFORE, cross-complainants pray for judgment as follows: 1. On the first and second causes of action, for damages according to proof at the time trial; 2. On the third cause of action, for cancellation and termination of the Wheel of Fortune Agreement; 3. On the fourth cause of action, for cancellation and termination of the Jeopardy Agreement; 4. On the fifth and sixth causes of action, for reformation of the Wheel of Fortune Agreement and the Jeopardy Agreement, to reflect the true intent of the parties that King World would not compete with cross-complainants with regard to strip game shows for first-run syndication including by (1) producing or licensing others to produce any strip game show for first run syndication, (2) distributing in first-run syndication, or granting any license to any other entity for the first-run syndication of, any strip game show, other than Wheel of Fortune and Jeopardy!, and (3) in any other manner engaging in any activities in placing or maintaining any strip game show, other than Wheel of Fortune and Jeopardy!, in first-run syndication; and 5. On all causes of action, for: a. their costs of suit incurred herein; b. interest; and c. such other, further, and different relief as may be deemed just and proper. DATED: May 8, 1997 TROOP MEISINGER STEUBER & PASICH, LLP By -------------------------- Linda D. Kornfeld Attorneys for Defendants and Cross-Complainants CALIFON PRODUCTIONS, INC. and JEOPARDY PRODUCTIONS, INC. PROOF OF PERSONAL SERVICE (1013a, 2015.5 C.C.P.) STATE OF CALIFORNIA ) ) ss. COUNTY OF LOS ANGELES ) I am employed in the County of Los Angeles, State of California. I am over the age of eighteen and not a party to the within action; my business address is: Courier Connection, 1762 Westwood Boulevard, Suite 400, Los Angeles, CA 90024. On May 8, 1997, I served the foregoing documents described as CROSS-COMPLAINT FOR BREACH OF CONTRACT, TERMINATION OF CONTRACT, AND REFORMATION on the parties listed below in this action by placing ___ the original X a true copy thereof enclosed in sealed envelopes and served on counsel addressed as follows: Arthur N. Greenberg, Esq. Michael A. Greene, Esq. GREENBERG GLUSKER FIELDS CLAMAN & MACHTINGER, LLP 1900 Avenue of the Stars, #2100 Los Angeles, CA 90067-4590 Executed on May 8, 1997, at Los Angeles, California. I declare under penalty of perjury under the laws of the State of California that the above is true and correct. - --------------------------- ------------------------- [Print Name] [Signature] PROOF OF SERVICE BY FEDERAL EXPRESS STATE OF CALIFORNIA ) ) ss. COUNTY OF LOS ANGELES ) I am employed in the County of Los Angeles, State of California. I am over the age of eighteen and not a party to the within action; my business address is: TROOP MEISINGER STEUBER & PASICH, LLP, 10940 Wilshire Boulevard, Suite 800, Los Angeles, California 90024. On May 8, 1997, I served the foregoing document described as CROSS-COMPLAINT FOR BREACH OF CONTRACT, TERMINATION OF CONTRACT, AND REFORMATION on the parties in this action by placing a true copy thereof enclosed in sealed envelopes addressed to counsel for all parties at the addresses listed below and depositing same with Federal Express: Robert S. Rifkind, Esq. David J. Stone, Esq. CRAVATH, SWAINE & MOORE Worldwide Plaza 825 Eighth Avenue New York, New York 10019-7475 Executed on May 8, 1997, at Los Angeles, California. I declare under penalty of perjury under the laws of the State of California that the above is true and correct. P. BERARDI /s/ P. BERARDI - --------------------------- ------------------------- [Print Name] [Signature] EX-99.4 5 PRESS RELEASE Exhibit 99.4 KING WORLD PROCEEDS IN SUIT AGAINST SONY SUBSIDIARIES New York, NY, May 13, 1997 -- King World Productions, Inc. today announced it has filed a Form 8-K with the Securities and Exchange Commission regarding developments in its pending litigation with the two subsidiaries of Sony Pictures Entertainment that produce WHEEL OF FORTUNE and JEOPARDY! On March 24, 1997, King World Productions, Inc. filed an action in California Superior Court, Los Angeles County, against those companies. In this suit, King World is seeking to confirm its rights to produce and license others to produce strip game shows for distribution in first-run syndication by others as explicitly recognized in the agreements under which King World distributes WHEEL OF FORTUNE and JEOPARDY!. On May 8, 1997, the defendants filed an answer and cross-complaint. The cross-complaint alleges that King World has breached the distribution agreements with the defendants and seeks a judgment for damages in an unspecified amount, for termination of the distribution agreements and/or for reformation (in effect, a judicial rewriting) of the agreements to prohibit King World from, among other things, producing any strip game show for first- run syndication. King World believes that the allegations of the cross-complaint are baseless and wholly without merit. Roger King, the Chairman of the Board of King World, said "King World has never taken any action that would breach the agreements under which it distributes WHEEL OF FORTUNE and JEOPARDY! Indeed, Sony's request that the court rewrite the agreements reflects the fact that the unambiguous language of the agreements acknowledges King World's right to produce and license others to produce a strip game show for distribution in first-run syndication by others. "King World will continue to perform all of its obligations under the agreements and expects that Sony will likewise honor its commitments, both to King World and to the many broadcast stations licensed to exhibit WHEEL OF FORTUNE and JEOPARDY!," King stated. "Indeed, King World has in recent months, succeeded in licensing WHEEL OF FORTUNE and JEOPARDY! through the 2001-2002 television season in markets covering more than 75% of the United States. King World plans to litigate aggressively the matters raised in its complaint and the cross-complaint and is confident that its rights under the agreements will be confirmed." 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 strips in first-run syndication. The Company produces and distributes INSIDE EDITION and AMERICAN JOURNAL, and distributes THE GERALDO RIVERA SHOW, the MR. FOOD insert and a library of feature films and television programs. The Company's barter subsidiary, Camelot Entertainment Sales, Inc., sells national advertising time in King World and other TV programming. Another subsidiary, King World Direct, is a worldwide, full-service, direct marketing company. WHEEL OF FORTUNE and JEOPARDY! are produced by Columbia TriStar Television, a Sony Pictures Entertainment company. THE OPRAH WINFREY SHOW is produced by HARPO Production, Inc. THE GERALDO RIVERA SHOW is produced by Tribune Entertainment. For further information contact: Arthur Sando King World Productions (212) 541-0212 Adam Miller The Abernathy MacGregor Group, Inc. (212) 371-5999 -----END PRIVACY-ENHANCED MESSAGE-----