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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
Date of report (Date of earliest event reported) February 12, 1997
_________________
KING WORLD PRODUCTIONS, INC.
____________________________
(Exact Name of Registrant as Specified in Charter)
Delaware 1-9244 13-2565808
___________________________________________________________________
(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
1700 Broadway, New York, New York 10019
___________________________________________________________________
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (212) 315-4000
______________________
___________________________________________________________________
(Former Name or Former Address, if Changed Since Last Report)
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Item 5. Other Events.
____________
A. On February 10, 1997, King World Productions, Inc. (the
"Company") and four of its principal stockholders, Roger King, Chairman of
the Board of Directors of the Company, Michael King, President and Chief
Executive Officer of the Company, Richard King, a director of the Company,
and Diana King, Secretary and a director of the Company (collectively, the
"Shareholders"), agreed to the termination of the Stockholders' Agreement,
dated as of May 1, 1991, among them (the "Old Shareholders' Agreement").
Pursuant to the Old Shareholders' Agreement, each of the Shareholders had
agreed, among other things, to limit his or her individual annual sales of
Common Stock, $.01 par value, of the Company (the "Common Stock"), to the
greater of 200,000 shares or 10% of such Shareholder's aggregate holdings
at the beginning of each calendar year during the term of the Old
Shareholders' Agreement.
Concurrently with the termination of the Old Shareholders'
Agreement, the Shareholders entered into a new shareholders' agreement (the
"New Shareholders' Agreement"), pursuant to which they agreed to restrict
their aggregate public sales of shares of Common Stock to the number of
shares that could be sold by them as a group under Rule 144 under the
Securities Act of 1933, as amended, if they were all acting in concert with
respect to such sales (the "Rule 144 Volume Limit"). Except as otherwise
agreed among or between the Shareholders, or as necessitated by decreases
in the Rule 144 Volume Limit, each Shareholder will have the right, in any
three month period, to sell a number of shares of Common Stock equal to 25%
of the Rule 144 Volume Limit. The New Shareholders' Agreement will
terminate as to any Shareholder if (i) such Shareholder is not, and has not
been for a ninety day period, an "affiliate" of the Company (within the
meaning of paragraph (a)(1) of Rule 144) and is not acting in concert with
any other Shareholder with respect to his or her sales of Common Stock or
(ii) such Shareholder's aggregate ownership of Common Stock is less than
500,000 shares. The New Shareholders' Agreement does not apply to shares
of Common Stock sold pursuant to an effective registration statement or to
private sales. The Company does not have any right of first refusal on
sales of Common Stock by the Shareholders under the New Shareholders'
Agreement.
The foregoing description of the New Shareholders' Agreement is
qualified in its entirety by reference to the New Shareholders' Agreement,
a copy of which is attached as Exhibit 10.1 hereto.
B. At the Company's 1997 annual meeting of stockholders, held
on January 13, 1997, an aggregate 32,806,035 shares of Common Stock were
present in person or by proxy. Votes cast for and against and abstentions
for the matters submitted to a vote of security-holders were as follows:
(i) Election of Directors:
Authority
Votes to Vote
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Nominee For Withheld
_______ ____ ________
Roger King 30,617,004 2,189,031
Michael King 30,617,154 2,188,881
Richard King 30,618,612 2,187,423
(ii) Approval of Amendments to the King World Productions, Inc.
1995 Amended and Restated Stock Option and Restricted Stock
Purchase Plan:
Votes Votes
For Against Abstentions
_____ ________ ___________
22,211,771 10,545,348 48,916
(iii) Appointment of Arthur Andersen LLP as auditors for the
fiscal year ending August 31, 1997:
Votes Votes
For Against Abstentions
_____ _______ ___________
32,734,613 45,185 26,237
C. The Company has also adopted the King World Productions,
Inc. and Subsidiaries Salesforce Bonus Plan (the "Salesforce Bonus Plan")
pursuant to which selected salesforce employees who are not officers of the
Company (within the meaning of Rule 16a-1(f) under the Securities Exchange
Act of 1934, as amended), or otherwise determined by the Company to be
covered by Item 402 of regulation S-K promulgated by the Securities and
Exchange Commission, are eligible to receive cash and/or equity incentives
in the form of non-qualified stock options. The Salesforce Bonus Plan was
adopted to provide a means of rewarding such salesforce employees for their
services to the Company and activating their future performance. The Board
of Directors has reserved an aggregate 500,000 shares of Common Stock for
issuance under the Salesforce Bonus Plan, and will set aside the amount of
cash to be awarded pursuant to the Plan on an annual basis. The Salesforce
Bonus Plan is administered by Roger King, the Company's Chairman and head
of its salesforce.
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Item 7. Financial Statements, Pro Forma Financial Information and Exhib-
its.
________________________________________________________________
(c) Exhibits.
10.1 Shareholders' Agreement, dated as of February 10, 1997,
among Roger King, Michael King, Richard King and Diana
King.
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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/Michael King
__________________________
Name: Michael King
Title: President and Chief
Executive Officer
Date: February 12, 1997
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INDEX TO EXHIBITS
Exhibit Description
_______ ____________
10.1 Shareholders' Agreement, dated as of February 10, 1997,
among Roger King, Michael King, Richard King and Diana King.
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