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