SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended May 31, 1997
[ ] 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, 36,758,817 shares outstanding as of June 23,
1997.
KING WORLD PRODUCTIONS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
ASSETS
(Dollars in thousands)
May 31, August 31,
1997 1996
_________ __________
(Unaudited)
CURRENT ASSETS:
Cash and cash equivalents . . . . . . . . . $276,141 $344,766
Short-term investments. . . . . . . . . . . 233,634 153,969
Accounts receivable (net of allowance
for doubtful accounts of $4,101 and
$4,196 at May 31, 1997 and August 31,
1996, respectively) . . . . . . . . . . . 66,388 60,378
Producer advances and
deferred costs. . . . . . . . . . . . . . 79,681 74,824
Other current assets. . . . . . . . . . . . 2,171 1,932
_______ _______
Total current assets . . . . . . . . . 658,015 635,869
_______ _______
LONG-TERM INVESTMENTS, at cost, which
approximates market value . . . . . . . . 184,982 145,645
_______ _______
FIXED ASSETS, at cost . . . . . . . . . . . . 20,967 13,384
Less - accumulated depreciation
and amortization. . . . . . . . . . . . . (11,750) (10,503)
______ ______
. . . . . . . . . . . . . . . . . . . . . . . 9,217 2,881
______ ______
PRODUCER ADVANCES
AND OTHER ASSETS. . . . . . . . . . . . . . 9,469 69,746
______ ______
$861,683 $854,141
________ ________
The accompanying Notes to Consolidated Financial Statements
are an integral part of these balance sheets.
KING WORLD PRODUCTIONS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS (continued)
LIABILITIES AND STOCKHOLDERS' EQUITY
(Dollars in thousands)
May 31, August 31,
1997 1996
_________ __________
(Unaudited)
CURRENT LIABILITIES:
Accounts payable and
accrued liabilities . . . . . . . . . . $ 17,461 $ 15,237
Payable to producers and others . . . . . 65,273 71,920
Income taxes payable. . . . . . . . . . . 27,161 29,099
Total current liabilities . . . . 109,895 116,256
________ ________
STOCKHOLDERS' EQUITY:
Preferred stock, $.01 par value;
5,000,000 shares authorized,
none issued . . . . . . . . . . . . . . -- --
Common stock, $.01 par value;
75,000,000 shares autho-
rized, 50,864,211 shares and
50,734,739 shares issued
at May 31, 1997 and August 31,
1996, respectively. . . . . . . . . . . 509 507
Paid-in capital . . . . . . . . . . . . . 116,800 110,666
Retained earnings . . . . . . . . . . . . 965,157 932,651
Treasury stock, at cost; 14,105,394 and
13,442,594 shares at May 31, 1997 and
August 31, 1996, respectively . . . . . (330,678) (305,939)
_______ _______
751,788 737,885
_______ _______
$861,683 $854,141
_______ _______
The accompanying Notes to Consolidated Financial Statements
are an integral part of these balance sheets.
KING WORLD PRODUCTIONS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
Three Months Ended Nine Months Ended
May 31, May 31,
__________________ _________________
1997 1996 1997 1996
_____ ______ _____ ______
(Dollars in thousands except per share data)
REVENUES....................... $166,751 $165,763 $506,207 $504,687
________ ________ ________ ________
EXPENSES:
Producers' fees, programming
and other direct
operating costs............ 97,745 98,648 300,315 304,779
Selling, general and
administrative expenses.... 22,385 18,106 62,078 56,153
_______ _______ _______ _______
120,130 116,754 362,393 360,932
_______ _______ _______ _______
Income from operations..... 46,621 49,009 143,814 143,755
INTEREST AND
DIVIDEND INCOME.............. 8,269 6,218 22,184 19,124
NONRECURRING GAIN - Sale of
Buffalo Broadcasting Co. Inc. -- -- -- 14,060
_______ _______ _______ _______
Income before provision
for income taxes......... 54,890 55,227 165,998 176,939
PROVISION FOR INCOME TAXES..... 19,185 20,041 58,649 62,930
________ ________ ________ ________
Net income................. $ 35,705 $ 35,186 $107,349 $114,009
________ ________ ________ ________
PRIMARY EARNINGS PER
SHARE........................ $ 0.95 $ 0.92 $ 2.85 $ 3.03
________ ________ ________ ________
The accompanying Notes to Consolidated Financial Statements
are an integral part of these statements.
KING WORLD PRODUCTIONS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
Nine Months Ended
May 31,
______________________
1997 1996
________ ________
(Dollars in thousands)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income. . . . . . . . . . . . . . . . . . . . $107,349 $114,009
Items not affecting cash:
Gain on sale of Buffalo
Broadcasting Co. Inc. . . . . . . . . . . -- (14,060)
Depreciation and amortization . . . . . . . 1,247 592
Change in assets and liabilities:
Accounts receivable . . . . . . . . . . . . (5,922) (15,552)
Producer advances and deferred
costs . . . . . . . . . . . . . . . . . . 55,143 (56,836)
Accounts payable and accrued
liabilities . . . . . . . . . . . . . . . 2,224 4,512
Payable to producers and others . . . . . . (6,647) 13,671
Income taxes payable. . . . . . . . . . . . (1,939) 5,240
Other, net. . . . . . . . . . . . . . . . . (50) (4,657)
________ ________
Net cash provided by operating
activities . . . . . . . . . . . . . . . . . . 151,405 46,919
________ ________
CASH FLOWS FROM INVESTING ACTIVITIES:
Increase in investments. . . . . . . . . . . . . (119,002) (42,726)
Proceeds from sale of Buffalo
Broadcasting Co. Inc.. . . . . . . . . . . . . -- 9,802
Additions to fixed assets. . . . . . . . . . . . (7,584) (321)
________ ________
Net cash used in investing
activities. . . . . . . . . . . . . . . . . . . (126,586) (33,245)
________ ________
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of common stock . . . . . 6,138 22,547
Purchase of treasury stock . . . . . . . . . . . (24,739) --
Payment of special dividend. . . . . . . . . . . (74,843) --
________ ________
Net cash (used in) provided by
financing activities . . . . . . . . . . . . . (93,444) 22,547
________ ________
NET (DECREASE) INCREASE IN CASH AND
CASH EQUIVALENTS. . . . . . . . . . . . . . . . . (68,625) 36,221
CASH AND CASH EQUIVALENTS AT BEGINNING
OF PERIOD . . . . . . . . . . . . . . . . . . . . 344,766 446,896
________ ________
CASH AND CASH EQUIVALENTS AT END
OF PERIOD . . . . . . . . . . . . . . . . . . . . $276,141 $483,117
________ ________
The accompanying Notes to Consolidated Financial Statements
are an integral part of these statements.
KING WORLD PRODUCTIONS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(1) Summary of significant accounting policies
Principles of consolidation
___________________________
The accompanying consolidated financial statements include the accounts
of King World Productions, Inc. ("King World") and its wholly-owned
subsidiaries. All significant intercompany transactions have been eliminated.
Unless the context suggests otherwise, the "Company", as used herein, means
King World and its subsidiaries.
The unaudited consolidated financial statements for the nine months and
three months ended May 31, 1997 have been prepared in accordance with the
instructions to Form 10-Q and include, in the opinion of management, all
adjustments (consisting only of normal recurring accruals) necessary for a
fair presentation of the results of operations for such periods. They do not,
however, include all of the information and disclosures required by generally
accepted accounting principles for complete financial statements. For further
information, reference is made to the consolidated financial statements for
the fiscal year ended August 31, 1996 and the footnotes related thereto
included in the Company's Annual Report on Form 10-K from which the August 31,
1996 balances presented herein have been derived. The results of operations
for the nine months and three months ended May 31, 1997 are not necessarily
indicative of the results of operations for the full year.
Revenue recognition
___________________
License fees from first-run syndicated television properties are recog-
nized at the commencement of the license period pursuant to noncancelable
agreements and as each show is made available to the licensee via satellite
transmission. Because transmission to the satellite takes place, on the aver-
age, no more than two to three days prior to the broadcast of the programming,
revenues are recognized on or about the air date.
The Company typically receives a portion of the fees derived from the
licensing of syndicated television programming in the form of retained adver-
tising time, which is sold to advertisers by Camelot Entertainment Sales, Inc.
("Camelot"), a wholly-owned
subsidiary of the Company. Such revenues are recognized at the same time as
the cash portion of the license fees derived from such programming is recog-
nized, in amounts adjusted for expected ratings.
(1) Summary of significant accounting policies (continued)
License fees for non-first-run syndicated properties are recognized at
the gross contract amount (net of discount to present value for license
periods greater than one year) at the commencement of the license period.
Principal properties
____________________
The Company's principal properties are licenses to distribute THE OPRAH
WINFREY SHOW, WHEEL OF FORTUNE and JEOPARDY!; and INSIDE EDITION, a first-run
syndicated newsmagazine series produced and distributed by the Company. THE
OPRAH WINFREY SHOW accounted for approximately 40% and 39% of revenues for the
nine months ended May 31, 1997 and 1996, respectively; WHEEL OF FORTUNE
accounted for approximately 20% and 19% of revenues for such periods, respec-
tively; JEOPARDY! accounted for approximately 17% of revenues for each such
period; and INSIDE EDITION accounted for approximately 8% of revenues for each
such period.
Producers' fees, programming and other direct operating costs
_____________________________________________________________
Producers' fees, programming and other direct operating costs primarily
include the producers' share of both cash license fees from the sale of
programming to television stations and revenues derived from the sale of
retained advertising time to advertisers with respect to programming dis-
tributed by the Company; participation fees payable by the Company to
producers and talent; production and distribution costs for first-run syndi-
cated programming; and the direct operating costs of King World Direct. That
portion of recognized revenue that is to be paid to producers and owners of
programming is accrued as the license fees are earned. The share of license
fees payable by the Company to such producers and others is generally paid as
cash license fees and revenues derived from the sale of retained advertising
time are received from television stations and advertisers.
(1) Summary of significant accounting policies (continued)
Stockholders' equity
____________________
Primary earnings per share has been computed using the weighted average
number of common shares outstanding of 37,453,000 and 38,178,000, respec-
tively, for the three months ended May 31, 1997 and 1996 and 37,660,000 and
37,646,000, respectively, for the nine months ended May 31, 1997 and 1996,
which include the dilutive effect from the assumed exercise of vested and
unvested stock options outstanding as of the end of each such period. The
difference between primary and fully diluted earnings per share for all
periods presented was not significant.
(2) Nonrecurring gain - sale of Buffalo Broadcasting Co. Inc.
In October 1995, the Company closed its agreement to sell WIVB-TV, the
CBS-affiliated VHF television station in Buffalo, New York, to LIN Television
Corporation for $95 million in cash. As a result of this transaction, the
Company recorded a nonrecurring gain of approximately $14.1 million, of which
approximately $9.8 million represents cash proceeds to the Company from the
sale. The remaining $4.3 million of such gain represents the reversal of
previously recognized accounting losses (with no associated income tax effect)
in excess of the Company's original investment.
(3) Producer advances
On January 2, 1996, the Company paid Harpo, Inc. ("Harpo"), the
producer of THE OPRAH WINFREY SHOW, a $65 million advance against its minimum
participation payments for the 1996-1997 broadcast season. This advance was
fully recouped as of May 31, 1997. In addition, on January 2, 1996, the
Company made an advance to Harpo of $65 million against Harpo's minimum
participation payments for the 1997-1998 broadcast season, none of which had
been recouped as of May 31, 1997. Based on the license agreements in place
for the 1997-1998 season, the Company believes that revenues from the series
will be sufficient to enable the Company to recoup the advance for such
season. Such advance is refundable to the Company by Harpo and Ms. Winfrey if
King World terminates such license agreements with Harpo due to Harpo's
failure to deliver episodes of THE OPRAH WINFREY SHOW.
Item 2. Management's Discussion and Analysis of
Results of Operations and Financial Condition
_____________________________________________
RESULTS OF OPERATIONS
Comparison of Nine Months and Three Months Ended May 31, 1997 and 1996
Revenues
________
Revenues for the first nine months of fiscal 1997 were comparable to
revenues for the first nine months of the prior fiscal year, increasing by
less than 1%. Such increase was primarily due to increased cash license fees
from THE OPRAH WINFREY SHOW, WHEEL OF FORTUNE and, to a lesser extent, JEOPAR-
DY!. The increase in revenues was offset by lower revenues derived from the
sale of retained advertising time on INSIDE EDITION, AMERICAN JOURNAL, another
first-run syndicated newsmagazine produced and distributed by the Company, and
ROLONDA, a first-run syndicated talk show produced and distributed by the
Company, and by lower revenues from King World Direct Inc., the Company's
wholly-owned direct response subsidiary. King World Direct's revenues for
such period were derived primarily from telemarketing sales of the WILD
AMERICA video series and from participation in the retail sales of certain
Sears products, including the Craftsman Robogrip pliers. King World Direct
operates in a seasonal business with revenues heavily reliant on the Christmas
selling season. Consequently, King World Direct's revenues and earnings have
historically been higher in the Company's second fiscal quarter than in the
first, third and fourth fiscal quarters.
The Company's revenues for the three months ended May 31, 1997 were
comparable to revenues for the three months ended May 31, 1996, increasing by
approximately 1% due primarily to the same factors discussed above for the
nine month period (with the exception of King World Direct, which had com-
parable revenues during both three month periods).
THE OPRAH WINFREY SHOW, WHEEL OF FORTUNE, JEOPARDY! and INSIDE EDITION
accounted for approximately 40%, 20%, 17% and 8%, respectively, of the Compa-
ny's revenues for the first nine months of fiscal 1997 compared to 39%, 19%,
17% and 8%, respectively, for the first nine months of fiscal 1996. AMERICAN
JOURNAL accounted for approximately 4% of the Company's revenues for the first
nine months in each of fiscal 1997 and fiscal 1996, and ROLONDA accounted for
approximately 1% of the Company's revenues for the first nine months of fiscal
1997 and 2% for the first
nine months of fiscal 1996. King World Direct accounted for approximately 4%
of the Company's revenues for the nine months ended May 31, 1997, and 5% for
the nine months ended May 31, 1996.
For the three months ended May 31, 1997, THE OPRAH WINFREY SHOW, WHEEL
OF FORTUNE, JEOPARDY! and INSIDE EDITION accounted for approximately 41%, 21%,
17% and 8%, respectively, of the Company's revenues compared to 40%, 20%, 17%
and 8%, respectively, for the three months ended May 31, 1996. AMERICAN
JOURNAL accounted for approximately 4% of the Company's revenues for each of
the three months ended May 31, 1997 and 1996, and ROLONDA accounted for
approximately 1% of the Company's revenues for the three months ended May 31,
1997 and 2% for the three months ended May 31, 1996. King World Direct ac-
counted for approximately 2% of the Company's revenues for each of the three
months ended May 31, 1997 and 1996.
Producers' fees, programming and other direct operating costs
_____________________________________________________________
Producers' fees, programming and other direct operating costs decreased
by approximately 1% in the first nine months of fiscal 1997 compared to the
first nine months of fiscal 1996, primarily as a result of a significant
decrease in operating costs of King World Direct, offset by a modest increase
in revenues generated by THE OPRAH WINFREY SHOW, WHEEL OF FORTUNE and, to a
lesser extent, JEOPARDY! (a portion of which revenues is payable to the
producer of each such series). For the three months ended May 31, 1997,
producers' fees, programming and other direct operating costs decreased by
approximately 1% compared to the three months ended May 31, 1996, due
primarily to the same factors as those discussed above for the nine month
period (with the exception of King World Direct, which had comparable operat-
ing costs during both three month periods).
Selling, general and administrative expenses
____________________________________________
In December 1995, the Company entered into new employment agreements
with Michael King and Roger King, its two principal executive officers. The
agreements provide, among other things, for annual performance-based bonuses,
including bonuses payable upon the introduction of new shows and bonuses which
vary depending on the Company's net income and Common Stock price during
preestablished measurement periods. As a result, the Company's compensation
expense will increase if the Company introduces a new series in syndication,
if the Company's net income increases or if the Common Stock price exceeds the
specified levels during the applicable measurement periods. The Company has
recognized
the impact of certain of these bonuses in its operating results for the first,
second and third quarters of fiscal 1997, which includes all amounts payable
in accordance with the terms of such employment agreements.
Selling, general and administrative expenses for the first nine months
and the third quarter of fiscal 1997 increased by approximately 11% and 24%,
respectively, from the corresponding periods of fiscal 1996. Such increases
were primarily due to a general increase in advertising and promotion costs,
particularly with respect to THE OPRAH WINFREY SHOW and AMERICAN JOURNAL, and
an increase in compensation costs associated principally with the hiring of
new executives and additional personnel. In addition, selling, general and
administrative expenses for the third quarter of fiscal 1997 were impacted by
increased activity with respect to programming under development.
Net income and primary earnings per share
_________________________________________
Due to the factors discussed above, the Company's operating income for
the nine months ended May 31, 1997 was comparable to the corresponding period
of the prior year, increasing by less than 1%, while operating income for the
three month period decreased by approximately 5%. Reported net income for the
nine month period decreased by approximately $6.7 million compared to the
corresponding period of the prior year as a result of the Company recording a
nonrecurring gain of approximately $14.1 million on the sale of Buffalo
Broadcasting Co. Inc. ("Buffalo") to LIN Television Corporation during the
first quarter of fiscal 1996. Reported primary earnings per share decreased
for the nine months ended May 31, 1997, to $2.85 per share, from $ 3.03 per
share for the nine months ended May 31, 1996 as a result of the nonrecurring
gain from the sale of Buffalo.
Absent the nonrecurring gain on the sale of Buffalo, net income in-
creased by approximately $3.6 million, or 3%, for the nine months ended May
31, 1997 in comparison to the nine months ended May 31, 1996, reflecting the
slight increase in operating income, higher interest income earned on the
Company's cash and investments and a lower effective tax rate for the first
nine months of fiscal 1997 compared with the first nine months of fiscal 1996.
Absent the nonrecurring gain on the sale of Buffalo, primary earnings per
share increased by $.09 per share, or approximately 3%, for the nine months
ended May 31, 1997 compared to the corresponding period of fiscal 1996, as a
result of the increase in net income. Net income for the three months ended
May 31, 1997 increased by approximately $500,000, or 1%, compared to the
corresponding period of fiscal 1996, as a result of greater interest income
and a lower effective tax rate, offset by
the decline in operating income. Primary earnings per share increased by $.03
per share, or 3%, for the three months ended May 31, 1997 compared to the
three months ended May 31, 1996 due to the increase in net income and the
smaller number of shares outstanding as a result of the Company's share
repurchase program.
The Company's results of operations are highly dependent upon the
viewing preferences of television audiences and the Company's ability to
acquire distribution rights to, or itself produce, television programming that
achieves broad and enduring audience acceptance. The success of the Company's
programming could be significantly affected by changes in viewer preferences
or the unavailability of new programming or talent. Moreover, the amount of
revenue derived from the sale of retained advertising time is dependent upon a
large number of factors, such as household ratings, the demographic
composition of the viewing audience and economic conditions in general and in
the advertising business in particular.
Due to the success of the shows distributed by the Company and in order
to mitigate the influence of some of the factors referred to above, the
Company has been obtaining multi-year licenses and license renewals from
television stations for its principal distribution properties, extending as
far into the future as the 2001-2002 broadcast season. In general, these
licenses and renewals have been at rates as favorable or more favorable to the
Company than the rates applicable to the 1996-1997 broadcast season. All such
licenses and renewals are contingent upon the continued production of the
series by their respective producers through the broadcast seasons for which
the licenses run.
The Company believes that the impact of inflation on its operations has
not been significant.
LIQUIDITY AND CAPITAL RESOURCES
The Company requires capital resources to fund development, production
and promotion costs of independently produced programming, including, in some
instances, advances to producers and talent, to produce its own programs and
to acquire distribution rights to new programming. In acquiring distribution
rights from independent producers, King World has tried to avoid making
significant capital commitments to such producers until it has obtained
broadcast commitments from a substantial number of television stations. As a
result of this strategy and the success of its existing syndication proper-
ties, to date, King World has funded substantially all programming acqui-
sition,
development and production costs and advances from its operations.
The distribution of television programming is highly competitive and
the Company may be obliged to offer, among other things, guarantees and cash
advances to acquire, renew or extend distribution rights. Under the terms of
the Company's agreement with Harpo, the Company has the exclusive right, and
has agreed, to distribute episodes of THE OPRAH WINFREY SHOW produced through
the 1999-2000 television season, subject to Harpo's and Ms. Winfrey's right to
decline to produce and host the show in any season after the 1995-1996 season.
To date, Harpo and Ms. Winfrey have committed to produce and host the show
through the 1997-1998 broadcast season. There can be no assurances that Harpo
and Ms. Winfrey will elect to produce and host the show for seasons beyond the
1997-1998 season. Their failure to do so would have a material adverse effect
on the Company's results of operations.
Under the terms of its agreement with Harpo, the Company has agreed,
among other things, to pay Harpo production fees and to guarantee
participation payments to Harpo at levels which are substantially higher than
those that were in effect prior to the 1995-1996 season. In addition, in the
1997-1998 season and thereafter, profit sharing arrangements between Harpo and
the Company currently in effect will terminate and the Company will instead
receive distribution fees based on a percentage of gross revenues derived from
the series. These arrangements are less favorable to the Company than those
contained in prior agreements between the Company and Harpo and, unless offset
by significant increases in license fees paid by television stations for the
series in forthcoming seasons, increased barter revenues from the series,
and/or increased foreign revenues from the series, the Company's net profits
and cash flow derived from THE OPRAH WINFREY SHOW will decline in the coming
years even if Harpo and Ms. Winfrey elect to produce and host the show beyond
the 1997-1998 season.
On January 2, 1996, the Company paid Harpo, the producer of THE OPRAH
WINFREY SHOW, a $65 million advance against its minimum participation payments
for the 1996-1997 broadcast season. This advance was fully recouped as of May
31, 1997. In addition, on January 2, 1996, the Company made an advance to
Harpo of $65 million against Harpo's minimum participation payments for the
1997-1998 broadcast season, none of which had been recouped as of May 31,
1997. Based on the license agreements in place for the 1997-1998 season, the
Company believes that revenues from the series will be sufficient to enable
the Company to recoup the advance for such season. Such advance is refundable
to the Company by Harpo and Ms. Winfrey if King World terminates such
license agreements with Harpo due to Harpo's failure to deliver episodes of
THE OPRAH WINFREY SHOW.
From time to time, the Company has used cash reserves and/or borrowed
funds to make acquisitions of and investments in broadcast and related proper-
ties in the entertainment field, to repurchase shares of its Common Stock and
to fund development, production and promotion of new programming. The Company
continues to evaluate opportunities in these areas, and may seek to raise
capital in public or private securities markets to finance
such activities if it considers it advantageous to do so. The
Company recently formed a new division, King World Ventures, which
has primary responsibility for the Company's investment and acqui-
sition program including analysis of new business opportunities.
On April 15, 1997, the Company announced that the Board
of Directors had approved a program to repurchase up to 5,000,000
shares of its Common Stock from time to time in the open market
and in privately negotiated transactions. Through May 31, 1997,
662,800 shares of Common Stock were repurchased in open market
transactions for aggregate consideration of approximately $24.7
million or approximately $37.30 per share. Through June 23,
1997, 971,000 shares of Common Stock were repurchased in open
market transactions for aggregate consideration of approximately
$36.2 million or approximately $37.20 per share. The Company
intends to continue to repurchase shares of Common Stock in the
open market and in privately negotiated transactions if and when
it deems it advantageous to do so. Purchases under the share
repurchase program will be financed out of the Company's avail-
able cash and liquid investments.
On May 16, 1997, a special dividend distribution of
$2.00 per share was paid to stockholders of record on April 25,
1997. The Company used approximately $74.8 million of its cash
and liquid investments to pay the special dividend. The Company
has no present plan to declare additional cash dividends in the
forseeable future.
PART II - OTHER INFORMATION
Item 5. Other Information
_________________
On June 16, 1997, the Company announced the appointment
of Steven A. LoCascio as Senior Vice President and Chief Finan-
cial Officer.
On June 17, 1997, the Company announced the appointment
of Jules Haimovitz as President and Chief Operating Officer,
effec-
tive June 23, 1997. Upon Mr. Haimovitz's appointment, Michael
King assumed the position of Vice Chairman. Mr. King will
continue to serve as the Chief Executive Officer of King World.
On June 25, 1997, the Board of Directors adopted
certain amendments to the Company's By-laws. Such amendments
include the following: (i) Section 1.1 of Article I (Annual
Meetings) was amended to provide that written notice of any pro-
posal or other business to be brought before an annual meeting by
a stockholder must be given to the Secretary of the Company not
more than 120 days nor less than 90 days in advance of the
anniversary date of the immediately preceding annual meeting, and
to specify the contents of such a notice; (ii) a new Section 1.8
was added to Article I (Action By Written Consent), to specify
the procedures by which action may be taken by the stockholders
of the Company by written consent, including the manner in which
the written consent procedure may be initiated and conducted and
the results thereof determined; (iii) Section 1.8 of Article I
was redesignated as Section 1.9 (Fixing Date for Determination of
Stockholders of Record) and amended to provide, among other
things, for the fixing of the record date in connection with a
stockholder action by written consent; (iv) Section 1.9 of
Article I was redesignated as Section 1.10; and (v) Section 2.3
of Article II (Notification of Nominations) was amended to
provide that written notice of a nomination for election as a
director by a stockholder must be given to the Secretary of the
Company (a) with respect to an annual meeting, not more than
120 days nor less than 90 days in advance of the anniversary date
of the immediately preceding annual meeting, and (b) with respect
to an election held at a special meeting, not later than the
close of business on the seventh day following the date on which
notice of the meeting is given.
The foregoing description of the amended By-law provi-
sions does not purport to be complete and is qualified in its
entirety by reference to applicable provisions of the By-laws of
the Company (as amended and restated as of June 25, 1997) which
are filed as Exhibit 3.1 to this Report and are incorporated
herein by reference.
Item 6. Exhibits and Reports on Form 8-K
________________________________
(a) Exhibits:
________
Exhibit
Number Description
______ ___________
3.1 By-laws of the Company (amended and restated as of June 25,
1997)
10.1 Employment Agreement, dated June 5, 1997, between the Compa-
ny and Steven A. LoCascio
10.2 Employment Agreement, dated June 6, 1997, between the Compa-
ny and Jules Haimovitz
(b) Reports on Form 8-K
___________________
1. The Company filed a Report on Form 8-K on April 15,
1997 in which it reported that the Board of Directors had
declared the special dividend and had approved the stock
repurchase plan.
2. The Company filed a Report on Form 8-K on May 13, 1997
in which it reported that on March 24, 1997, the Company
filed an action in California Superior Court, Los Angeles
County, against the two subsidiaries of Sony Pictures Enter-
tainment that produce "WHEEL OF FORTUNE" and JEOPARDY!".
The Company further reported that on May 8, 1997 the defen-
dants filed an answer and countercomplaint.
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 autho-
rized.
KING WORLD PRODUCTIONS, INC.
By: /s/ Steven A. LoCascio
___________________________________
Steven A. LoCascio
Senior Vice President and
Chief Financial Officer
and on behalf of the Registrant
June 26, 1997
EXHIBIT INDEX
_____________
Exhibit
No. Description
_______ ___________
3.1 By-laws of the Company (amended and restated as of June
25, 1997)
10.1 Employment Agreement, dated June 5, 1997, between the
Company and Steven A. LoCascio
10.2 Employment Agreement, dated June 6, 1997, between the
Company and Jules Haimovitz