<PAGE #>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended August 31, 1997
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURI-
TIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For 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
incorporation or organization) Identification No.)
12400 Wilshire Boulevard
Suite 1200
Los Angeles, California 90025
________________________ ____________
(Address of principal (Zip Code)
executive offices)
Registrant's telephone number, including area code: 310-826-1108
____________
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each class on which registered
___________________ _______________________
Common Stock, New York Stock Exchange
$.01 par value
Securities registered pursuant to Section 12(g) of the Act:
None
________________
(Title of Class)
Indicate by check mark whether the registrant (1) has filed all
reports 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 ____
___
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Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K is not contained herein, and will
not be contained, to the best of registrant's knowledge, in definitive
proxy or information statements incorporated by reference in Part III of
this Form 10-K or any amendment to this Form 10-K. [x]
The aggregate market value of the Common Stock of the registrant
held by non-affiliates as of November 7, 1997 was approximately $ 1.5
billion.
As of November 7, 1997, there were 36,661,178 outstanding shares
of the registrant's Common Stock.
DOCUMENTS INCORPORATED BY REFERENCE
The registrant's definitive proxy statement for its 1998 annual
meeting of stockholders (which is to be filed pursuant to Regulation 14A
not later than December 29, 1997) is incorporated by reference into
Part III of this Form 10-K.
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PART I
______
Item 1. BUSINESS
________
GENERAL
King World was founded in 1964 by the late Charles and Lucille
King to distribute or syndicate feature length films and television
programs to television stations. King World currently distributes program-
ming to approximately 400 television stations in over 200 of the 211
designated television markets in the United States (as defined by A.C.
Nielsen Co. ("Nielsen")) and in Canada and a number of other foreign
countries directly and through sales agents and subdistributors. Three of
Mr. and Mrs. King's children, namely Roger King, King World's Chairman of
the Board, Michael King, King World's Vice Chairman and Chief Executive
Officer, and Diana King, a Vice President and the Secretary of King World,
are directors of the Company and are actively involved in its management.
In addition, one other child of King World's founders, Richard King, serves
as a director of the Company and another, Robert King, is Senior Vice
President for Strategic Planning/Acquisitions.
King World Productions, Inc., a Delaware corporation, was
incorporated in October 1984 and is the successor to a corporation incorpo-
rated in 1964 under the laws of the State of New Jersey. King World's
corporate headquarters are located at 12400 Wilshire Boulevard, Suite 1200,
Los Angeles, California 90025. Except as otherwise indicated or as implied
by the context, references to "King World" or the "Company" include King
World Productions, Inc., its consolidated subsidiaries and its predecessor
corporation.
The Company operates in only one business segment: production
and distribution of television programming in the United States, Canada and
a number of other foreign countries, and related operations.
This Report contains certain forward-looking statements covering
the Company's objectives, planned or expected activities and anticipated
financial performance. These forward-looking statements may generally be
identified by words such as "expects", "anticipates", "believes", "plans",
"should", "will", "may", "projects" (or variants of these words or phras-
es), or similar language indicating the expression of an opinion or view
concerning the future with respect to the Company's financial position,
results of operations, prospects or business. The Company's actual results
may differ significantly from the results described in or suggested by such
forward-looking statements.
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PROGRAMMING AND RELATED OPERATIONS
First-run Television Syndication
________________________________
In general terms, television syndication is a process by which a
company, such as King World, sells programming on a market-by-market basis
to television stations (whether network affiliates or independents);
"first-run" refers to programming that airs initially in syndication (in
contrast to "off network programming, which airs initially on a network);
and "strip" refers to programming that airs Monday through Friday at the
same time of day. King World's revenues currently are derived primarily
from the first-run strip syndication of the television series THE OPRAH
WINFREY SHOW, WHEEL OF FORTUNE, JEOPARDY! and INSIDE EDITION. These series
are four of the top ten series in national syndication, as reported in the
July 1997 Nielsen Designated Market Area Ranking Report. WHEEL OF FORTUNE
and JEOPARDY! had the two highest ratings among all syndicated television
shows and THE OPRAH WINFREY SHOW had the highest ratings among all national
television talk shows. According to Nielsen, WHEEL OF FORTUNE has had the
highest ratings among shows in national syndication for the last 55
consecutive sweeps periods, JEOPARDY! has had the second highest ratings
among such shows for each of the last 48 consecutive sweeps periods and THE
OPRAH WINFREY SHOW has had the third highest ratings among such shows for
36 of the last 43 sweeps periods. Based primarily on the success of THE
OPRAH WINFREY SHOW, WHEEL OF FORTUNE and JEOPARDY!, King World's revenues
have grown from $80.6 million in fiscal 1985 to $671 million in fiscal 1997
and its net income has increased from $9.8 million in fiscal 1985 to $143
million in fiscal 1997. Revenues derived from THE OPRAH WINFREY SHOW,
WHEEL OF FORTUNE, JEOPARDY! and INSIDE EDITION (including revenues derived
from the sale of retained advertising time) accounted for approximately 85%
of King World's revenues for the fiscal year ended August 31, 1997.
The United States market for television programming is currently
comprised principally of four components: (i) the major broadcast televi-
sion networks (ABC, CBS, NBC, FOX and two emerging networks, UPN and WB) in
conjunction with their respective affiliated stations; (ii) independent
broadcast television stations (that is, stations that are not affiliated
with such networks); (iii) basic cable services (such as USA Networks, The
Discovery Channel, MTV and Nickelodeon); and (iv) pay cable services (such
as HBO and Showtime). This market currently is dominated by the broadcast
networks, each of which has affiliations with television stations that
enable such network to reach virtually all of the significant television
markets in the United States. The most successful cable networks reach
more than [60%] of all U.S. television households, and cable television
networks as a whole have been achieving increasing ratings in recent years.
Recently developed digital compression technology, combined with fiber
optics or small-sized satellite dishes, may
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in coming years permit cable companies or direct broadcast satellite
systems (which carry, among other programming, many cable television
networks) to expand the domestic television market to hundreds of channels.
During hours commonly referred to as "prime-time" (currently,
with limited exceptions, 8 p.m. to 11 p.m. in the Eastern and Pacific time
zones and 7 p.m. to 10 p.m. in the Central and Mountain time zones),
stations owned and operated by the four major broadcast networks, and
stations affiliated with those networks, broadcast schedules consisting
primarily of programming produced for initial exhibition by the networks.
In non-prime time, such stations broadcast network programming, off-network
programming (reruns), programming produced by the local stations themselves
or by independent producers and first-run syndicated programming (program-
ming produced for initial distribution on a syndicated basis). Independent
television stations, during both prime and non-prime time, broadcast their
own programming, off-network programming and first-run syndicated program-
ming; some of such stations are affiliated with the WB or the UPN, each of
which currently supplies its respective affiliates with prime-time program-
ming three evenings per week and with several hours per week of non-prime-
time programming. Some cable operators, in addition to other services that
they offer, telecast syndicated programming.
At present, King World distributes television programming
primarily to network-owned-and-operated stations and network-affiliated
stations. First-run syndicated programming distributed by the Company
competes for available time periods primarily with other first-run syndi-
cated programming, network reruns and programming produced by local
television stations.
Nielsen divides the United States into 211 designated market
areas and approximately 30 additional special market areas that, on the
basis of size and the other Nielsen criteria, do not qualify as designated
market areas. The 241 Nielsen designated and special market areas are
referred to below as the "Nielsen market areas".
In the 1983-1984 broadcast season, King World introduced a
syndicated version of WHEEL OF FORTUNE, which had premiered on daytime
network television in 1975. For the 1996-1997 broadcast season, WHEEL OF
FORTUNE was licensed to television stations in 201 Nielsen market areas in
the United States, covering approximately 99% of total domestic television
households, and for the current broadcast season has been licensed to
television stations in 204 Nielsen market areas, also covering approximate-
ly 99% of total domestic television households.
For the 1984-1985 broadcast season, the Company introduced
JEOPARDY!, a remake of the successful game show originally
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broadcast on network television between 1964 and 1975. For the 1996-1997
broadcast season, JEOPARDY! was licensed to television stations in 195
Nielsen market areas in the United States, covering approximately 99% of
total domestic television households, and for the current broadcast season
has been licensed to television stations in 197 Nielsen market areas, also
covering approximately 99% of total domestic television households.
For the 1986-1987 broadcast season, King World introduced into
national television syndication THE OPRAH WINFREY SHOW, a talk show hosted
by Oprah Winfrey which, until October 1988, was produced by WLS-TV, an ABC
owned-and-operated station. Commencing in October 1988, Harpo, Inc.
("Harpo"), an entity controlled by Ms. Winfrey, assumed production of the
series. For both the 1996-1997 broadcast season and the current broadcast
season, THE OPRAH WINFREY SHOW was licensed to television stations in 206
Nielsen market areas in the United States, covering more than 99% of total
domestic television households, and for the current broadcast season has
been licensed to television stations in 208 Nielsen market areas, also
covering more than 99% of total domestic television households.
INSIDE EDITION, a half-hour first-run syndicated newsmagazine
series hosted by Deborah Norville that is produced and distributed by King
World, premiered in January 1989. It is the first television series
produced by King World. INSIDE EDITION is produced at the Company's
production facility in New York and has a correspondent bureau in Los
Angeles to enhance the ability of the program to provide nationwide
coverage. For the 1996-1997 broadcast season, INSIDE EDITION was licensed
to television stations in 155 Nielsen market areas, covering approximately
90% of total domestic television households, and for the current broadcast
season, the series has been licensed to television stations in 147 Nielsen
market areas, also covering approximately 90% of total domestic television
households.
AMERICAN JOURNAL, a half-hour first-run syndicated newsmagazine
series that is also produced by King World in New York, premiered in
September 1993. AMERICAN JOURNAL is anchored by Michele Dabney-Perez, a
former correspondent on the show, and her brother Charles Perez. For the
1996-1997 broadcast season, AMERICAN JOURNAL was licensed to television
stations in 122 Nielsen market areas, covering approximately 87% of total
domestic television households, and for the current broadcast season, the
series has been licensed to television stations in 102 Nielsen market
areas, covering approximately 81% of total domestic television households.
ROLONDA, a daytime talk show that was also produced by King World
in New York, premiered in January 1994. It was hosted by Rolonda Watts, a
popular broadcast journalist. For the 1996-1997 broadcast season, ROLONDA
was licensed to television
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stations in 98 Nielsen market areas, covering approximately 76% of total
domestic television households. The distribution of ROLONDA ceased at the
end of that season.
Each of THE OPRAH WINFREY SHOW, WHEEL OF FORTUNE, JEOPARDY!,
INSIDE EDITION, and AMERICAN JOURNAL has been licensed to television sta-
tions for exhibition in the current and in future broadcast seasons, and
THE ROSEANNE SHOW and HOLLYWOOD SQUARES have been licensed for exhibition
in future seasons. The licenses for future seasons commence with the 1998-
1999 broadcast season and extend, in certain cases, as far into the future
as the 2001-2002 broadcast season. Revenues and related expenses under
such license agreements will not be recognized until the license periods
thereunder have begun and certain other conditions are satisfied. As of
October 21, 1997, the gross amount of license fees under such agreements
approximated $1.8 billion, of which approximately $1 billion is payable to
producers and others and is to be recognized as an expense. The recogni-
tion of such amounts in the consolidated financial statements of the
Company in fiscal years subsequent to August 31, 1997 is subject to several
conditions, including the Company's continued distribution of such program-
ming. Such amounts do not include sales of advertising time retained
during the broadcast of such programming or foreign license fees and do not
reflect the production costs to be incurred for programming produced by
King World.
There can be no assurance that any of these programs will be
licensed for additional years through renewal of existing licenses or
issuance of new licenses or, if so licensed, that the terms of the license
agreements will be as favorable to King World as those of the existing
licenses. There can be no assurance that the key personalities on such
programs, such as Oprah Winfrey, Pat Sajak, Vanna White and Alex Trebek,
will continue to participate in the production of their respective pro-
grams. If for any reason they do not do so, there could be a material
adverse effect on the Company's business.
Acquisition and Development of Properties for Distribution
__________________________________________________________
King World's business is dependent on obtaining new television
programs and series for distribution. King World may acquire properties
for domestic, foreign or worldwide television distribution by entering into
distribution agreements with independent producers, by producing its own
programs, by co-producing programs in association with others, or by
purchasing distribution rights.
The terms under which the Company obtains the right to distribute
programming from independent producers vary in each instance. The Company
distributes THE OPRAH WINFREY SHOW pursuant to an agreement with Harpo, the
producer of the series. Under the terms of the agreement currently in
effect, the Company has been granted the exclusive right, and has agreed,
to distribute episodes of THE OPRAH WINFREY SHOW produced through the 1999-
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2000 broadcast season, subject to Harpo's and Ms. Winfrey's right to
decline to produce and host the series in any season after the 1995-1996
season. In October 1995, Harpo and Ms. Winfrey committed to produce and
host the series through the 1997-1998 season, and in September 1997 Harpo
and Ms. Winfrey committed to continue to produce and host the series
through the 1999-2000 season.
The Company's agreement with Harpo establishes, among other
things, the production fees payable to Harpo through the 1996-1997 broad-
cast season and commits the Company to guarantee payments to Harpo at
levels which, commencing with the 1995-1996 season, are substantially
higher than those previously in effect. In addition, at the conclusion of
the 1996-1997 season, the profit-sharing arrangements between Harpo and the
Company terminated; commencing with the 1997-1998 season through the
termination of the agreement (at the conclusion of the 1999-2000 season),
the Company will instead receive distribution fees based on a percentage of
gross revenues derived from the series. As a result of these changes, the
contribution of THE OPRAH WINFREY SHOW to the Company's net profits and
cash flow can be expected to decline. After the 1999-2000 season, Harpo
will not be obligated to distribute the series through the Company, if it
elects to produce the series at all, and Ms. Winfrey will no longer be
subject to any contractual restrictions with the Company on her ability to
appear in television shows with the same or similar format as THE OPRAH
WINFREY SHOW. See Item 7, "Management's Discussion and Analysis of Results
of Operations and Financial Condition -- Liquidity and Capital Resources".
The Company's agreements with Columbia TriStar Television, the
producer of WHEEL OF FORTUNE and JEOPARDY!, provide that King World will be
the exclusive distributor for each such series so long as the Company has
obtained sufficient broadcast commitments to cover the production and
distribution costs of that series and that the Company may not, unless
otherwise agreed by Columbia TriStar Television, distribute other game
shows for first-run strip syndication so long as the Company is distribut-
ing WHEEL OF FORTUNE or JEOPARDY!.
In acquiring new programming, King World has attempted, based on
research concerning television programs currently being broadcast, to
identify programs and series that King World believes will have broad-based
audience appeal and satisfy the programming needs of television stations
for particular time periods. Historically, the Company had relied on
independent producers for new programming. In recent years, however, in
order to satisfy what King World believes to be audience demands and
station programming needs, the Company has, for the most part, been
developing and producing original programming on its own or in cooperation
with others.
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For several years, the Company has been, and is now, in the
process of developing new television shows for syndication that it hopes
will gain widespread audience appeal and generate significant revenues and
income for the Company. The Company has entered into an agreement with
Full Moon & High Tide Productions, Inc., a company controlled by Roseanne,
to co-produce THE ROSEANNE SHOW, an hour-long, strip talk show hosted by
Roseanne and distributed by the Company in first-run syndication. The
series is scheduled to premiere in the Fall of 1998. Under the terms of
the agreement, the Company will have the exclusive right to distribute the
show through the 2003-2004 television season. As of November 12, 1997,
the series had been licensed for the 1998-1999 and 1999-2000 seasons to
televisions stations covering approximately 80% of total domestic televi-
sion viewing households.
In addition, the Company has agreed with Columbia TriStar Televi-
sion to co-produce a new strip version of HOLLYWOOD SQUARES for distribu-
tion by the Company in first-run syndication. This series is also sched-
uled to premiere in the Fall of 1998. As of November 12, 1997, the series
had been licensed for the 1998-1999, 1999-2000 and 2000-2001 seasons to
televisions stations covering approximately 60% of the total domestic
television viewing households.
The introduction of new television programs requires substantial
capital investment to fund programming development costs, the production of
pilot programs and the production, distribution and promotion of the
initial episodes of programming for syndication. The Company has funded
and intends to continue to fund such capital investments out of its
internal cash resources.
License and Distribution Fees
_____________________________
For certain first-run syndicated programs produced by independent
companies for distribution by King World, the Company earns distribution
fees that are based on a percentage of the license fees paid by television
stations for the right to broadcast the program and the amounts paid by
national advertisers for advertising time retained by the Company and sold
in connection with such program. The Company also recoups some or all of
the distribution expenses that it incurs in connection with the distribu-
tion of these series, which consist principally of advertising, promotion,
satellite and tape costs and related expenses. Amounts remaining in excess
of King World's distribution fees and recouped expenses are remitted to the
producers of such series.
In other cases, the Company's fees for distributing first-run
syndicated programming produced by independent companies are based upon a
negotiated percentage of the profits derived from the exploitation of the
programming after recoupment
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of the production, advertising, promotion and other distribution fees and
expenses of the programming. In such cases, the Company generally finances
all or a substantial portion of the production costs and may commit itself
to advancing the producer and/or talent fixed minimum amounts as advances
against their participation fees, irrespective of the amount of license
fees and other revenues that may actually be generated by the programming.
In acquiring distribution rights for new programming from independent
producers, King World has generally tried to limit its risk by not making
major commitments to independent producers until it has obtained commit-
ments from a substantial number of television station licensees.
In recent years, the new shows introduced by the Company in
first-run syndication have been developed and produced by the Company
itself. In such cases, the Company hires a production team, leases
production facilities, engages talent, assumes all of the costs and
expenses of developing, producing, advertising, promoting and distributing
the programming and, after any required payments to the production team and
talent, retains the net profits derived from the exploitation of the
programming.
License fees payable by stations for the rights to broadcast
television programs are payable in the form of cash, retained advertising
time or both. A television station that enters into a license agreement
for a particular program becomes obligated to pay the contracted license
fee (which will often depend on the time period in which the program is
aired by that station) and provide advertising time, if applicable, upon
the delivery by the Company of the program in question. By licensing a
program to television stations throughout the United States, the Company
creates, in effect, an "ad hoc" network of stations that have agreed to
carry the program. The creation of this ad hoc network, typically repre-
senting a penetration of at least 70% of total U.S. television households,
enables the Company to sell the resulting commercial inventory to sponsors
desiring national coverage. (See "Sale of Advertising Time".)
In the 1997 fiscal year, approximately 13% of the Company's
revenues were derived from license fees under contracts with television
stations owned by ABC, Inc. No other television station, broadcast group
or advertiser accounted for ten percent or more of the Company's revenues
in such fiscal year.
Marketing
_________
Sales to domestic television stations are made by the Company
through a sales force that numbered eleven persons as of November 7, 1997.
The Company's marketing strategy concentrates on a select number of
programs that the Company considers to have
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good prospects for high audience ratings and expects will meet television
stations' programming needs for specific time periods.
Although the Company has been dependent upon the active partici-
pation of members of the King family since its formation in 1964, the
Company believes that it has significantly lessened its reliance on certain
key executive officers by adding experienced executive, programming and
marketing personnel. Nevertheless, the loss of key personnel might have an
adverse effect on the Company's operations.
Sale of Advertising Time
________________________
Camelot Entertainment Sales, Inc. ("Camelot"), a wholly-owned
subsidiary of King World, sells advertising time within television pro-
grams. As of November 7, 1997, Camelot employed seven salespersons.
The value of advertising on any particular program varies
significantly depending on the audience ratings and demographics for such
program and conditions in the market for television advertising time in
general. In order for advertising time on a particular syndicated televi-
sion program to be valuable to national advertisers, the program must, as a
general rule, be broadcast in television markets covering at least 70% of
the total domestic television households. For the 1997-1998 broadcast
season, THE OPRAH WINFREY SHOW has been licensed to stations covering more
than 99% of the total domestic television households; WHEEL OF FORTUNE and
JEOPARDY! have each been licensed to stations covering approximately 99% of
the total domestic television households; INSIDE EDITION has been licensed
to stations covering approximately 90% of the total domestic television
households; and AMERICAN JOURNAL has been licensed to stations covering
approximately 80% of the total domestic television households.
Fees for advertising time are established on the basis of
household audience ratings or, more frequently, on the basis of the
delivery of a certain demographic category of the viewing audience. The
desired household rating or demographic delivery, as the case may be, is
negotiated in advance with the advertiser or its agency. If the television
program does not deliver at least the agreed-upon audience coverage,
Camelot is obligated either to make available, at no additional cost,
additional advertising time within the same program or other programs that
are expected to deliver at least the agreed-upon audience coverage, or to
refund that portion of the advertising fee attributable to the
underdelivery.
Generally, a portion of the Company's contracts for the sale of
its advertising time may be canceled by the advertiser upon 90 days'
notice. Each television station is obligated to
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broadcast advertising time retained by King World even if the program or
episode on which the time was retained is preempted by the station.
Historically, Camelot has sold advertising time primarily on
television programs distributed by King World. However, a portion of
Camelot's revenues has in recent years been attributable to commissions
earned on sales of advertising time on television programs distributed by
companies other than King World. Camelot has agreements currently in
effect with, among others, Western International Syndication and Allied
Communications Incorporated to sell advertising time in IT'S SHOWTIME AT
THE APOLLO, a variety program, and the "Film Leader" package of films,
respectively.
Foreign Sales
_____________
The number of outlets for television programming outside the
United States has been increasing with the worldwide proliferation of
broadcast, cable and satellite delivery systems. In recent years, a number
of European governments have privatized television systems. The Company
believes that privatized systems are more likely to broadcast U.S. program-
ming than government-owned networks. In addition, both the number of pay
and satellite television systems in Europe and the number of subscribers to
these systems have increased. Pay television and satellite distribution
systems are also developing in other geographic areas, including many Asian
and South American markets. In some international markets, suppliers of
programming may, however, be subject to local content and quota require-
ments that prohibit or limit the amount of U.S. programming that may be
acquired.
The Company licenses episodes of WHEEL OF FORTUNE, JEOPARDY!, THE
OPRAH WINFREY SHOW and INSIDE EDITION in Canada and certain other English-
speaking foreign territories. The Company also licenses the production of
foreign versions of WHEEL OF FORTUNE and JEOPARDY! in a number of other
major foreign territories. Under licenses from King World, Unilever, N.V.
licenses the production of local versions of WHEEL OF FORTUNE and JEOPARDY!
for broadcast in a number of Western European markets. In addition, the
Company has recently become more active in acquiring rights for the
distribution of television programming solely outside the United States.
Revenues from foreign sales (including Canada) accounted for approximately
7% of King World's revenues in fiscal 1997.
Merchandising and Film Library
______________________________
The Company has granted licenses to others to produce WHEEL OF
FORTUNE and JEOPARDY! boxed board games and to exploit certain of its
merchandising rights in THE LITTLE RASCALS. King World also distributes
its own library of over 60 feature length
<PAGE 11>
films and over 200 television programs, including 14 Sherlock Holmes, 13
The East Side Kids, 9 Mr. Moto and 11 Charlie Chan feature length films and
episodes from THE LITTLE RASCALS, TOPPER, BRANDED and THE GUNS OF WILL
SONNETT television series. In acquiring feature length films and televi-
sion programs for its own library, the Company has attempted to emphasize
classic programming -- films and television series with broad and enduring
audience appeal. King World holds long-term television and related
distribution rights to the properties in its library. The Company is not
generally required to make any material royalty or similar payments with
respect to the properties in its library. Revenues from merchandising and
the film library accounted for less than 1% of the Company's revenues in
fiscal 1997.
Direct Response Marketing
_________________________
The Company operates King World Direct Inc., a direct response
marketing subsidiary. King World Direct handles key aspects of direct
response marketing campaigns, including production, order fulfillment and
media placement.
King World Direct has developed direct response telemarketing
campaigns for, among others, the WILD AMERICA video series and Sears
Craftsman Robogrip pliers. Revenue from direct response marketing activi-
ties accounted for approximately 4% of the Company's revenues in fiscal
1997.
Competition
___________
The production and distribution of television programming and the
sale of associated advertising time is a highly competitive business. King
World competes with many companies that have resources substantially
greater than those of King World.
The most important competitive factors in television program
distribution are marketing, quality and variety of programming and research
and promotional services. King World's success is highly dependent upon
those factors as well as the continuing availability of writers, performers
and other creative talent and the viewing preferences of television
audiences. King World has attempted to concentrate on the distribution of
programs that it believes will have broad or enduring audience appeal in
order to reduce its exposure to changes in viewer preferences. King World
has also developed an experienced television syndication sales organization
as well as strong programming acquisition, research and advertising and
promotion departments. See "Marketing" above.
<PAGE 12>
Regulation of the Television Industry
_____________________________________
Prime-Time Access Rule/Financial Interest and Syndication Rule
______________________________________________________________
Until August 1996, a rule promulgated by the Federal Communica-
tions Commission ("FCC") in the 1970's and known as the "prime-time access
rule" prohibited (subject to certain significant exceptions) network-owned
and network-affiliated television stations in the 50 largest television
markets from broadcasting more than a total of three hours per day of
programming supplied by or previously aired on a network during the prime-
time period (defined under the rule as 7-11 p.m. Eastern and Pacific time
and 6-10 p.m. Central and Mountain time). Due to the rule, network-owned
and network-affiliated stations often acquired either one hour or one-half
hour of program material for exhibition during the prime-time access period
from independent television producers and syndicators such as the Company.
In July 1995, following proceedings looking toward reconsidera-
tion or modification of the prime-time access rule, the FCC issued a
decision concluding that the rule no longer served the public interest
because the networks no longer had market power sufficient to foreclose
access by independent producers and syndicators of first-run programming to
the prime-time access period. In order to permit an orderly transition,
the FCC held that programming supplied by or previously aired on a network
may not be aired during the prime-time access period for 12 months from the
August 1995 effective date of its decision, but during such period stations
subject to the rule were permitted to enter into contracts providing for
the airing of such programming in the access period after August 1996.
Pursuant to consent decrees entered into in the mid to late
1970's between the three largest television networks (the ABC Television
Network, the CBS Television Network and the NBC Television Network) and the
United States Department of Justice (the "Consent Decrees"), such networks
were, until mid-November 1993 (when the Decrees were lifted), prohibited
from domestically syndicating television programs and from acquiring
financial interests in such programs or in network programming (other than
the right to network exhibitions) produced by independent production
companies. In the mid 1970's, the FCC implemented rules (the "Rules") that
substantially paralleled the prohibitions of the Consent Decrees. The
Rules enhanced the Company's ability to license its programs to stations
owned and operated by the major television networks (licensees that are, in
most instances, very important to the success of a series distributed
through first-run syndication).
In May 1991, the FCC issued a decision (the "1991 Decision") to
modify, but not to repeal, the Rules. The modified Rules substantially
<PAGE 13>
relaxed the restrictions upon the ability of a network to acquire financial
interests in, and to syndicate, television programs previously aired by
that network (a sector of programming in which King World has not to date
had substantial involvement). However, the 1991 Decision retained strin-
gent limitations on network involvement in first-run syndication activi-
ties, which remained in place after the FCC further relaxed the Rules in
1993.
In August 1995, upon further review of the remaining Rules, the
FCC held that the Rules, including the restrictions on network entry into
first-run syndication activities, were no longer necessary. Under the
resulting FCC order, the Rules expired in August 1995.
As a result of the repeal of the prime-time access rule and the
elimination of the remaining restrictions of the financial interest and
syndication rules, the Company may have more difficulty licensing its
programming to stations owned and operated by the three major television
networks and anticipates that, even if the Company is able to so license
its programming, the profitability of such programming to the Company may,
as a result of terms imposed by such stations, be likely to be reduced.
Legislation and Other FCC Rules and Proposals Affecting the
Television Industry
___________________________________________________________
The Telecommunications Act of 1996 (the "1996 Act"), signed in
February 1996, among other things, requires the FCC to relax its regulation
(the "Multiple Ownership Rules") limiting the aggregate number of televi-
sion stations that may be under common ownership. Prior to passage of the
1996 Act, the Multiple Ownership Rules permitted common ownership of, in
most circumstances, up to twelve television stations, subject (in the case
of station groups) to certain limitations based upon audience reach. As
required by the 1996 Act, the FCC (in March 1996) eliminated the numerical
limitation on common ownership and relaxed the audience reach limitation.
The 1996 Act also requires the FCC to re-examine provisions of
the Multiple Ownership Rules which prohibit the common ownership of
stations serving the same market. In proceedings now pending before it,
the FCC is considering relaxing the existing restrictions on common
ownership of television stations serving the same market and permitting,
subject to certain restrictions, joint venture (including joint program-
ming) arrangements between independently owned stations in circumstances
where common ownership would otherwise be prohibited. King World is unable
to predict the outcome of these proceedings. King World believes that
increases in the concentration of television station ownership by broadcast
<PAGE 14>
groups will tend to increase the relative power of the broadcast groups in
the market for television programming and, consequently, could adversely
affect King World's bargaining position vis-a-vis its principal customers.
The 1996 Act requires that (not later than 1998) all television
sets manufactured or imported into the United States be equipped with a
device (the "V-chip") which will enable viewers to block display of certain
programs based upon content. The 1996 Act afforded the program production
and distribution industries a period of twelve months (until February 1997)
within which to establish voluntary rules for identifying and rating video
programming that contains sexual, violent or other indecent material and to
agree to voluntarily transmit such ratings in a format capable of being
read by the V-chip technology. If a voluntary code was not established (or
if such a code was not acceptable to the FCC) within that time frame, then
the FCC was to be required, in consultation with an advisory committee, to
establish and enforce a rating code. In January 1997, the industry
submitted to the FCC its proposal for a voluntary ratings system. In
August 1997, the industry submitted a revised proposal, which added to the
rating categories originally proposed. The revised proposal changed the
descriptions used to identify certain age group categories and, in some
instances, added symbols to indicate the nature of violence or sexual
situations depicted, or language used, in certain programs. The FCC has
requested public comments on the industry proposal. In September 1997, the
FCC initiated a rulemaking to establish technical standards for the V-chip
that would enable blocking of certain programs and ensure that any rating
information provided with video programming is transmitted to viewers along
with the programming itself. The Company has participated actively in
industry efforts to establish the voluntary code. Moreover, the Company
believes that none of its programming contains sexual, violent or indecent
material. However, the Company is unable to predict the outcome of the
pending FCC proceedings. To the extent that any program series (or
episodes of such series) produced or distributed by King World are subject-
ed to restrictive ratings, there may be an adverse effect on viewing of
such program or series.
In June 1995, the FCC initiated two proceedings in which it is
considering repeal or relaxation of certain of its regulations restricting
or forbidding certain contractual arrangements between a network and its
affiliates. Among the matters under examination are: a rule that forbids
a network from entering into a contract with any affiliate that either
enables the network to reserve any time on the affiliate's station before
the network has committed to use the time, or requires the station to make
time available for network programming in substitution for programming
already scheduled by the affiliate ("Time Optioning Rule"); a rule that
<PAGE 15>
forbids a network from penalizing affiliated stations for rejecting network
programming and substituting programming deemed by the station to be of
greater local or national interest; and a rule that forbids stations from
affiliating with any network organization that operates more than one
network. Separately, the FCC is re-examining a rule that prohibits a
network from directly or indirectly controlling the advertising rates
charged by an affiliate in connection with the broadcast of non-network
programming ("Station Rates Rule") and a rule that forbids a network from
acting as a sales representative for affiliated stations for the sale of
advertising time in connection with non-network programming ("Station Rep
Rule").
The Company is unable to predict the outcome of these proceed-
ings. Although the Company believes that certain of the conduct prohibited
by the FCC's rules, such as the Station Rates Rule, are proscribed or
curtailed under the anti-trust laws, the Company anticipates that repeal or
substantial relaxation of the Time Optioning Rule and the Station Rep Rule
will tend to increase the relative power of the networks in the market for
television programming and for the sale of advertising time and will conse-
quently adversely affect King World's bargaining position vis-a-vis
network-affiliated stations, and the sale of King World's barter time.
Other Regulatory and Legislative Matters
________________________________________
In October 1992, Congress enacted legislation imposing certain
new regulations on the cable television industry (the "1992 Cable Act").
The legislation includes provisions that require each local television
station (as defined) to make an election between demanding carriage on any
cable system within its service area on a "must-carry" basis (for which the
station receives no compensation) or demanding that such cable system
obtain the consent of the station and pay compensation (and/or furnish
other consideration) to the station for the right to carry its signal. The
election made by the station as to each such cable system remains in effect
for three years. In March 1997, the United States Supreme Court, after
protracted litigation and by a 5 to 4 vote, upheld the constitutionality of
the "must carry" rules, against a First Amendment challenge initiated by
cable interests. As a result, stations will be able to elect "must carry"
status effective as of January 1, 1999. Further, since the advent of the
"retransmission consent" provisions, which became operative in October
1993, a small number of cable systems have refused to or failed to reach
carriage agreements with particular local television stations and conse-
quently ceased the carriage of such stations, thus resulting in decreased
audience for King World programming aired on those stations. The Company
has suffered no discernible adverse impact to date from such provisions.
<PAGE 16>
In April 1997, the FCC adopted comprehensive regulations relating
to the deployment of Advanced Television Technologies ("ATV"), as required
by the 1996 Act. ATV technologies will, among other things, enable
existing television stations to broadcast more than one program at the same
time; and the FCC has concluded that stations will be permitted to use the
additional channel capacity resulting from ATV for entertainment program-
ming purposes, including subscription programming, so long as at least one
of the additional channels is used for free, over-the-air broadcasting.
The rules adopted by the FCC provide that stations owned by or affiliated
with the four major broadcast networks (ABC, CBS, Fox and NBC) in each of
the top ten markets must complete construction of ATV facilities by May 1,
1999, that stations in markets 11-30 affiliated with those four networks
must complete construction of ATV facilities by November 1, 1999 and that
all other commercial television stations must complete construction of ATV
facilities by May 1, 2002. Under the FCC rules, television stations will
not be required to simultaneously broadcast programming on both a conven-
tional analog channel and any ATV channel until 2003; thereafter, each
station will be required to simulcast on its analog channel specified
percentages of programming carried on its ATV channel until the expected
expiration of analog broadcasting, in 2006. The additional channels
resulting from ATV technology will have "must carry"/retransmission consent
rights. These rules and policies are the subject of various proceedings
pending before the FCC and are under examination by both the United States
House of Representatives and the Senate. Because the deployment of ATV
technologies and of television receivers capable of delivering ATV channels
to consumers remains uncertain, the Company is unable to predict the
outcome of these developments or their impact upon the Company, if any.
The 1996 Act repealed provisions of the Communications Act that
prohibited any telephone company from acquiring financial interests in
video programming and from distributing video programming in the same
geographic area in which such telephone company provides telephone service.
Under the 1996 Act, telephone companies are permitted, in most circumstanc-
es, to own and operate cable television systems, in which event they are
subject to all of the requirements applicable to such systems including the
"must carry"/retransmission consent requirements of the 1992 Cable Act.
Alternatively, the 1996 Act permits telephone companies to directly enter
the multi-channel video distribution business on a quasi-common carrier
basis ("Open Video Systems"), pursuant to which the Open Video System
operator leases channel capacity to programmers on a non-discriminatory
basis; each such operator is required to reserve, in cases where demand
exceeds channel capacity, up to two-thirds of its channel capacity for
programmers with which such operator is not affiliated. The statute also
requires that Open Video System operators extend "must carry"/
<PAGE 17>
retransmission consent rights to over-the-air television stations in the
market served. The FCC has adopted rules to implement these requirements,
but the Company cannot predict the extent or pace of telephone company
entry into the program delivery market. However, to the extent that
telephone company entry into the production and distribution of video
programming weakens the position of over-the-air television stations in the
video marketplace or increases the cost to such stations of access to
audience, this could result in decreased audience for King World program-
ming aired on those stations, or a reduction in the profitability to King
World of such programming.
The 1996 Act, among other requirements, directed the FCC to
establish rules requiring that new programming be closed captioned for the
hearing impaired, and to establish timetables for implementing those
captioning obligations. The FCC adopted closed captioning rules in August
1997, which are scheduled to take effect January 1, 1998. The regulations
will require that all video programming first aired after January 1, 1998,
that is not exempt pursuant to the rules be closed captioned. Legal
responsibility generally falls on the "video programming distributors,"
including television stations. Program producers and distributors,
however, are expected to cooperate in the process, and distributors will be
able to rely on certifications from programming sources indicating that the
programming supplied is either captioned or exempt under the FCC rules.
All of the programming currently produced or distributed by the Company, as
well as all advertising programming produced by King World Direct that is
more than five minutes in length, will be subject to the captioning
requirements. However, the Company does not anticipate that compliance
with these new rules will have a material adverse effect on the profitabil-
ity of this programming to King World.
Employees
_________
As of November 7, 1997, the Company employed approximately 487
persons. Of this number, approximately 313 are involved in the production
of INSIDE EDITION and AMERICAN JOURNAL. Approximately 22 of the Company's
employees are covered by collective bargaining agreements.
Item 2. DESCRIPTION OF PROPERTIES
_________________________
The Company's corporate headquarters were recently moved to Los
Angeles, where the Company has maintained executive offices, its advertis-
ing and promotion department, programming development and direct response
marketing operations and its Western U.S. sales staff. The Company leases
office space in New York City for executive offices, the operations of
Camelot and the Company's Eastern U.S. and foreign sales staff. The Com-
pany's accounting and finance, contract administration and research depart-
<PAGE 18>
ments are located in leased offices in Short Hills, New Jersey. The
Company also leases office space in Chicago, Boca Raton, Florida and Dallas
for regional sales offices.
The Company leases office and production facilities in New York
and Los Angeles for its internally produced programming.
Item 3. LEGAL PROCEEDINGS
_________________
On September 15, 1997, the Company entered into a settlement
agreement with Sony Pictures Entertainment Inc. terminating the lawsuit
previously instituted by the Company to obtain a declaratory judgement with
respect to its right, under the agreements by which the Company distributes
WHEEL OF FORTUNE and JEOPARDY!, to produce or license others to produce
strip game shows for distribution by others in first-run syndication.
Under the terms of the settlement agreement, the Company and an affiliate
of Sony will co-produce, and the Company will distribute, a new version of
HOLLYWOOD SQUARES in first-run syndication, for launch as a strip series
premiering in the Fall of 1998.
The action had been brought by the Company in California Superior
Court, Los Angeles County in March 1997. The defendants filed an answer
and cross-complaint in May 1997, alleging breach of the distribution
agreements by the Company and seeking damages in an unspecified amount,
termination of the distribution agreements and reformation of the agree-
ments to prohibit the Company from, among other things, producing any strip
game show for first-run syndication. Pursuant to the settlement agreement,
the parties' respective complaints and cross-complaints were dismissed.
The Company is not a party to any legal proceedings other than
routine litigation incidental to the conduct of its business.
Item 4. SUBMISSION OF MATTERS TO A VOTE OF
SECURITY HOLDERS
______________________________________
None.
<PAGE 19>
PART II
Item 5. MARKET FOR THE COMPANY'S COMMON STOCK
AND RELATED SECURITY HOLDER MATTERS
_____________________________________
King World's Common Stock is listed and traded on the New York
Stock Exchange under the symbol KWP. The following table sets forth, for
the fiscal periods indicated, the range of high and low closing sale prices
for the Common Stock as reported by the New York Stock Exchange.
High Low
_______ ________
Fiscal 1996
First Quarter Ended
November 30, 1995. . . . . . 39 7/8 34 3/8
Second Quarter Ended
February 29, 1996. . . . . . 43 1/4 36 1/8
Third Quarter Ended
May 31, 1996 . . . . . . . . 44 1/2 39 1/4
Fourth Quarter Ended
August 31, 1996. . . . . . . 41 3/4 34 1/4
Fiscal 1997
First Quarter Ended
November 30, 1996. . . . . . 38 3/4 34 3/4
Second Quarter Ended
February 28, 1997. . . . . . 40 36 1/8
Third Quarter Ended
May 31, 1997 . . . . . . . . 38 3/8 35 1/4
Fourth Quarter Ended
August 31, 1997. . . . . . . 40 1/2 34 3/8
As of the close of business on October 20, 1997, there were 572
holders of record of the Company's Common Stock.
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 addition-
al cash dividends in the foreseeable future. The Company requires capital
resources to fund development, production and promotion costs for its
programming, and intends to use its cash reserves and future earnings to
finance such expenses and the development and expansion of its business.
See Item 7, "Management's Discussion and Analysis of Results of Operations
and Financial Condition -- Liquidity and Capital Resources".
<PAGE 20>
Item 6. SELECTED FINANCIAL DATA
_______________________
The following selected financial data have been derived from
the consolidated financial statements of King World and its subsidiaries
for the five years ended August 31, 1997, which have been audited and
reported upon by Arthur Andersen LLP, independent public accountants. The
unaudited 1995 and 1994 pro forma information presents selected financial
data assuming that a change in accounting for revenue recognition adopted
prospectively in the fourth quarter of fiscal 1994 had not been made. The
information set forth below should be read in conjunction with
"Management's Discussion and Analysis of Results of Operations and Finan-
cial Condition" and the Consolidated Financial Statements and the Notes
thereto included elsewhere in this Annual Report.
Statements of Income: Year Ended August 31,
1995
1997 1996 19951 Pro forma1
____ ____ _____ __________
(unaudited)
(Dollars in thousands except per share data)
Revenues..................... $671,277 $663,426 $574,186 $575,732
Income from operations....... 192,281 191,585 162,416 162,736
Income before provision
for income taxes........... 221,926 231,6102 183,258 183,578
Net income................... 143,382 150,0002 117,312 117,490
======== ======== ======== ========
Primary earnings
per share.................. $3.82 $3.982 $3.14 $3.15
======== ======== ======== ========
Special dividend
per share.................. $2.00 -- -- --
======== ======== ======== ========
1994
1994 Pro forma1 1993
____ __________ ____
(unaudited)
Revenues..................... $480,659 $541,390 $474,312
Income from operations....... 127,578 148,151 150,950
Income before provision
for income taxes........... 140,839 161,412 162,592
Net income................... 88,300 101,196 101,936
======== ======== ========
Primary earnings
per share.................. $2.33 $2.67 $2.65
======== ======== ========
Special dividend
per share.................. -- -- --
======== ======== ========
Balance Sheets: August 31,
1995
1997 1996 19951 Pro forma1
____ ____ _____ __________
(unaudited)
(Dollars in thousands)
Cash and investments........ $730,049 $644,380 $529,025 $529,025
Working capital............. 586,075 519,613 477,794 477,972
Total assets................ 902,067 854,141 686,786 688,332
Stockholders' equity........ 784,082 737,885 575,737 575,915
======== ======== ======== ========
1994
19941 Pro forma1 1993
_____ __________ ____
(unaudited)
Cash and investments........ $430,048 $430,048 $384,489
Working capital............. 294,336 307,232 286,348
Total assets................ 569,562 630,293 535,546
Stockholders'............... 459,077 471,973 394,173
======== ======== ========
<PAGE 21>
_______________________
1. The results of operations for fiscal 1995 and 1994 reflect a change in
accounting for revenue recognition adopted prospectively in the fourth
quarter of fiscal 1994. The one-time impact of adopting such change
was to cause revenues, income from operations, income before provision
for income taxes, net income and primary earnings per share in the
fourth quarter of fiscal 1994 to be approximately $60.7 million, $20.6
million, $20.6 million, $12.9 million and $.34 lower, respectively,
than they would have been under the Company's prior revenue recogni-
tion practice. Such revenues were recognized in fiscal 1995 under the
modified accounting practice. The results of operations for fiscal
1995 would have been substantially the same as that actually reported
if the Company's prior revenue recognition practice had been in effect
for all of fiscal 1995. The unaudited 1995 and 1994 pro forma data
are presented for comparison purposes only and represent the results
of operations and balance sheet information assuming the Company's
prior revenue recognition practice had been in effect in the fourth
quarter of fiscal 1994 and in fiscal 1995.
2. Income before provision for income taxes, net income and primary
earnings per share includes a nonrecurring gain of approximately $14.1
million, $10.3 million and $.27, respectively, as a result of the
Company's sale of Buffalo Broadcasting Co. Inc. to LIN Television
Corporation for $95 million in cash which closed in October 1995. See
Note 8 of Notes to Consolidated Financial Statements.
<PAGE 22>
Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS
OF OPERATIONS AND FINANCIAL CONDITION
_______________________________________________
GENERAL
The Company's revenues consist principally of fees from the
licensing of syndicated television programs and series which may be in the
form of cash, retained advertising time or both. In addition, revenues
include fees from the sale of advertising time on programs distributed to
television stations by others.
The Company typically receives a portion of the fees derived from
the licensing of syndicated television programming in the form of retained
advertising 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 recognized, in amounts adjusted for
expected ratings. See Note 1 of Notes to Consolidated Financial State-
ments.
The discussion herein contains certain forward-looking statements
covering the Company's objectives, planned or expected activities and
anticipated financial performance. These forward-looking statements may
generally be identified by words such as "expects", "anticipates", "be-
lieves", "plans", "should", "will", "may", "projects" (or variants of these
words or phrases), or similar language indicating the expression of an
opinion or view concerning the future with respect to the Company's
financial position, results of operations, prospects or business. The
Company's actual results may differ significantly from the results de-
scribed in or suggested by such forward-looking statements.
RESULTS OF OPERATIONS
COMPARISON OF FISCAL 1997 AND FISCAL 1996
Revenues
________
Revenues for fiscal 1997 increased by approximately 1% compared
to fiscal 1996. Such increase was primarily due to increased cash license
fees from THE OPRAH WINFREY SHOW, WHEEL OF FORTUNE and, to a lesser extent,
JEOPARDY!, 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.
THE OPRAH WINFREY SHOW, WHEEL OF FORTUNE, JEOPARDY! and INSIDE
EDITION accounted for approximately 40%, 20%, 17% and 8%, respectively, of
<PAGE 23>
the Company's revenues for fiscal 1997 compared to 39%, 19%, 17% and 8%,
respectively, for fiscal 1996. AMERICAN JOURNAL accounted for approxi-
mately 4% of the Company's revenues for each of fiscal 1997 and fiscal
1996, and ROLONDA accounted for approximately 1% of the Company's revenues
for fiscal 1997 and 2% for fiscal 1996. King World Direct, the Company's
wholly-owned direct response subsidiary, accounted for approximately 4% of
the Company's revenues for each of fiscal 1997 and fiscal 1996.
Producers' fees, programming and other direct operating costs
_____________________________________________________________
Producers' fees, programming and other direct operating costs
include primarily 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 program-
ming distributed by the Company; participation payments payable by the
Company to producers and talent; production and distribution costs for
first-run syndicated programming; and the direct operating costs of King
World Direct. That portion of any recognized revenue that is to be paid to
producers and owners of programming is accrued as such revenues are earned.
The share of revenues payable by the Company to producers, talent 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.
Producers' fees, programming and other direct operating costs for
fiscal 1997 were comparable to fiscal 1996, decreasing by less than 1%,
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).
Selling, general and administrative expenses
____________________________________________
The Company has entered into employment agreements with its
Chairman of the Board, its Vice Chairman and Chief Executive Officer and
certain other executive officers. Such agreements provide, among other
things, for 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 Company's Common Stock price exceeds the speci-
fied levels during the applicable measurement periods. The Company has
recognized the impact of certain of these bonuses in its operating results
or fiscal 1997, which
<PAGE 24>
include all amounts payable in accordance with the terms of such employment
agreements.
Selling, general and administrative expenses for fiscal 1997
increased by approximately 12% from fiscal 1996. Such increase was
primarily due to higher compensation costs associated principally with the
hiring of new executives and additional personnel and a general increase in
advertising and promotion costs. In addition, selling, general and
administrative expenses for 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 fiscal 1997 was comparable to fiscal 1996, increasing by less
than 1%. Reported net income for fiscal 1997 decreased by approximately
$6.6 million compared to fiscal 1996 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 de-
creased for fiscal 1997 to $3.82 per share from $3.98 per share for fiscal
1996 as a result of the nonrecurring gain from the sale of Buffalo.
Absent the nonrecurring gain on the sale of Buffalo, net income
increased by approximately $3.7 million, or 3%, for fiscal 1997 in compari-
son to fiscal 1996, reflecting the slight increase in operating income,
higher interest income earned on the Company's cash and investments and a
marginally lower effective tax rate for fiscal 1997 compared with fiscal
1996. Absent the nonrecurring gain on the sale of Buffalo, primary earn-
ings per share increased by $.11 per share, or approximately 3%, for fiscal
1997 compared to fiscal 1996, as a result of the increase in net income.
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,
<PAGE 25>
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 and renewals run.
The Company believes that the impact of inflation on its opera-
tions has not been significant.
COMPARISON OF FISCAL 1996 AND FISCAL 1995
Revenues
________
Revenues for fiscal 1996 increased by approximately 16% compared
to fiscal 1995. Such increase was primarily due to increased cash license
fees from THE OPRAH WINFREY SHOW and a general increase in revenues derived
from the sale of retained advertising time primarily on THE OPRAH WINFREY
SHOW, INSIDE EDITION and AMERICAN JOURNAL, as a result of a 50% increase in
the number of 30-second advertising spots retained by the Company in each
such series commencing with the 1995-1996 television season. In addition,
revenues from King World Direct increased substantially in fiscal 1996
compared with fiscal 1995, due primarily to the successful telemarketing
campaigns for the WILD AMERICA video series and the Sears Craftsman
Robogrip pliers.
THE OPRAH WINFREY SHOW, WHEEL OF FORTUNE, JEOPARDY! and INSIDE
EDITION accounted for approximately 39%, 19%, 17% and 8%, respectively, of
the Company's revenues for fiscal 1996 compared to 37%, 21%, 18% and 8%,
respectively, for fiscal 1995. AMERICAN JOURNAL accounted for approxi-
mately 4% of the Company's revenues for each of fiscal 1996 and fiscal
1995, and ROLONDA accounted for approximately 2% of the Company's revenues
for fiscal 1996 and 3% for fiscal 1995. King World Direct accounted for
approximately 4% of the Company's revenues for fiscal 1996 and 1% for
fiscal 1995.
Producers' fees, programming and other direct operating costs
_____________________________________________________________
Producers' fees, programming and other direct operating costs
increased by approximately 16% in fiscal 1996 compared to fiscal 1995,
primarily as a result of the higher level of revenues generated by THE
OPRAH WINFREY SHOW (a portion of which is payable to the producer),
increased production fees associated with THE OPRAH WINFREY SHOW in the
1995-1996 television season and increased operating expenses for King World
Direct.
<PAGE 26>
Selling, general and administrative expenses
____________________________________________
In December 1995, the Company entered into new employment
agreements with its Chairman of the Board and its President and Chief
Executive Officer (who is now its Vice Chairman and Chief Executive
Officer), as discussed above. The Company recognized the impact of certain
of these bonuses in its operating results for fiscal 1996, which include
all amounts payable in accordance with the terms of such employment agree-
ments.
Selling, general and administrative expenses for fiscal 1996
increased by approximately 6% from fiscal 1995, but decreased as a percent-
age of revenues from 12% in fiscal 1995 to 11% in fiscal 1996. The
increase in selling, general and administrative expenses was due to higher
advertising and promotion costs for THE OPRAH WINFREY SHOW in the 1995-1996
broadcast season and an increase in executive compensation under the
executive employment agreements discussed above.
Net income and primary earnings per share
_________________________________________
Due to the factors discussed above, the Company's operating
income for fiscal 1996 increased by approximately 18% compared to fiscal
1995. In addition, during the first quarter of fiscal 1996, the Company
recorded a nonrecurring gain of approximately $14.1 million on the sale of
Buffalo.
Net income increased by approximately $32.7 million, or 28%, for
fiscal 1996 compared to fiscal 1995, reflecting the increase in operating
income, the nonrecurring gain on the sale of Buffalo and higher interest
income earned on the Company's cash and investments. In addition, the
Company's effective tax rate for fiscal 1996 was slightly lower than in
fiscal 1995, due principally to the nontaxability of a portion of the
Buffalo gain. Primary earnings per share increased by $.84 per share, or
approximately 27%, to $3.98 per share in fiscal 1996 compared to fiscal
1995, as a result of the increase in net income, offset slightly by the
greater number of shares outstanding. Excluding the nonrecurring gain on
the sale of Buffalo, net income increased by approximately $22.4 million,
or 19%, for fiscal 1996 compared to fiscal 1995, and primary earnings per
share increased by $.57 per share, or approximately 18%, for fiscal 1996 to
$3.71 per share.
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
<PAGE 27>
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 properties, to date, King World has funded substan-
tially all programming acquisition, development, production and promotion
costs and advances from its operations. The Company is currently funding
the development and production costs of a talk show hosted by Roseanne and
a new version of the game show HOLLYWOOD SQUARES. Both shows are being
distributed by the Company and are scheduled to debut in the Fall of 1998.
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, Inc. ("Harpo"), the producer
of THE OPRAH WINFREY SHOW, the Company has the exclusive right, and has
agreed, to distribute episodes of THE OPRAH WINFREY SHOW produced through
the 1999-2000 television season. Pursuant to such agreement, Harpo and
Ms. Winfrey have also committed to produce and host the show through the
1999-2000 broadcast season.
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 with respect to the 1995-1996 and 1996-1997
seasons at levels which are substantially higher than those that were in
effect prior to the 1995-1996 season. In addition, following the 1996-1997
season, profit sharing arrangements between Harpo and the Company previous-
ly in effect were terminated and, in the 1997-1998 season and thereafter,
the Company will instead receive distribution fees based on a percentage of
gross revenues derived from the series. These arrangements are less favor-
able to the Company than those contained in prior agreements between the
Company and Harpo. As a result of these changes, the contribution of THE
OPRAH WINFREY SHOW to the Company's net profits and cash flow can be
expected to decline.
After the 1999-2000 television season, King World's right to
distribute THE OPRAH WINFREY SHOW, if not renewed, will terminate. For
several years, the Company has been, and is now, in the process of devel-
oping new television shows for syndication that it hopes will gain wide-
spread audience appeal and generate significant revenues and income for the
Company. Two such shows, a talk show hosted by Roseanne and a new version
of the game show HOLLYWOOD SQUARES, are scheduled to premiere in the 1998-
1999 television season. Although the Company hopes to renew its distri-
bution arrangements with Harpo for television seasons following the 1999-
2000 season, there can be no assurance that (a) Harpo and Ms. Winfrey will
<PAGE 28>
continue to produce and host the show beyond that season; (b) even if they
do continue to produce and host the show beyond that season, that the
Company will be able to obtain the distribution rights for any such future
season on terms favorable to the Company; or (c) that the revenues generat-
ed by these or any other new shows will be sufficient to offset the loss of
revenues and income that would result if such future distribution rights
are not so obtained. The failure to renew such distribution rights on
favorable terms, coupled with the failure of either or both of such new
shows to gain widespread audience appeal, could be expected to have a
material adverse effect on the Company's results of operations and finan-
cial condition after the 1999-2000 television season.
On January 2, 1996, the Company paid Harpo a $65 million advance
against its minimum participation payments for the 1996-1997 broadcast
season, which was fully recouped as of August 31, 1997. In addition, on
January 2, 1996 the Company paid 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 August 31, 1997. Subsequent to
August 31, 1997, the Company also made advances to Harpo in the aggregate
amount of $130 million against Harpo's minimum participation payments for
the 1998-1999 and 1999-2000 broadcast seasons. Based on the license agree-
ments in place for such latter three broadcast seasons, the Company
believes that revenues from the series will be sufficient to enable the
Company to recoup the advances for such seasons. All of the advances paid
to Harpo are refundable to the Company by Harpo and Ms. Winfrey if King
World terminates its agreement with Harpo due to Harpo's failure to deliver
episodes of THE OPRAH WINFREY SHOW.
The Company has used its cash reserves to make acquisitions of
and investments in broadcast and related properties in the entertainment
field, to repurchase shares of its Common Stock and to fund the cost of
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 acquisition 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 August 31, 1997, 971,000 shares of Common
Stock were repurchased in open market transactions for aggregate consider-
ation 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
<PAGE 29>
will be financed out of the Company's available cash and liquid invest-
ments.
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 addition-
al cash dividends in the foreseeable future.
The Company has entered into agreements with television stations
for the future distribution of programming commencing with the 1997-1998
broadcast season and extending as far into the future as the 2001-2002
broadcast season, under which the revenues and related expenses will not be
recognized until the license periods thereunder have begun and certain
other conditions are satisfied. As of October 21, 1997, the gross amount
of license fees under such agreements approximated $1.8 billion, of which
approximately $1.0 billion is payable to producers and others and is to be
recognized as an expense. The recognition of such amounts in the consol-
idated financial statements of the Company in fiscal years subsequent to
August 31, 1997 is subject to the Company's continued distribution of such
programming. Such amounts do not include sales of advertising time re-
tained during the broadcast of such programming or foreign license fees and
do not reflect the production costs to be incurred for programming produced
by King World.
Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
__________________________________________________________
Not applicable.
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
___________________________________________
See the Financial Statements listed in the accompanying Index to
Consolidated Financial Statements which appear elsewhere in this Annual
Report. Information required by the schedules called for under Regulation
S-X is either not applicable or is included in the consolidated financial
statements or notes thereto.
Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
ON ACCOUNTING AND FINANCIAL DISCLOSURE
_____________________________________________
None.
<PAGE 30>
KING WORLD PRODUCTIONS, INC. AND SUBSIDIARIES
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
Page
____
Report of Independent Public Accountants . . . . . . . . 31
Consolidated Balance Sheets as of August 31, 1997
and 1996 . . . . . . . . . . . . . . . . . . . . . . . 32
Consolidated Statements of Income for the years
ended August 31, 1997, 1996 and 1995 . . . . . . . . . 34
Consolidated Statements of Stockholders' Equity for
the years ended August 31, 1997, 1996 and 1995 . . . . 35
Consolidated Statements of Cash Flows for the years
ended August 31, 1997, 1996 and 1995 . . . . . . . . . 36
Notes to Consolidated Financial Statements . . . . . . . 37
<PAGE 31>
Report of Independent Public Accountants
________________________________________
To King World Productions, Inc.:
We have audited the accompanying consolidated balance sheets of
King World Productions, Inc. (a Delaware corporation) and subsidiaries as
of August 31, 1997 and 1996, and the related consolidated statements of
income, stockholders' equity and cash flows for each of the three years in
the period ended August 31, 1997. These financial statements are the
responsibility of the Company's management. Our responsibility is to
express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and perform the
audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating
the overall financial statement presentation. We believe that our audits
provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above
present fairly, in all material respects, the financial position of King
World Productions, Inc. and subsidiaries as of August 31, 1997 and 1996,
and the results of their operations and their cash flows for each of the
three years in the period ended August 31, 1997, in conformity with
generally accepted accounting principles.
Arthur Andersen LLP
New York, New York
October 24, 1997
<PAGE 32>
KING WORLD PRODUCTIONS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
ASSETS
August 31,
______________________
1997 1996
________ ________
(Dollars in thousands)
CURRENT ASSETS:
Cash and cash equivalents . . . . . . . . . $317,782 $344,766
Short-term investments. . . . . . . . . . . 234,677 153,969
Accounts receivable (net of
allowance for doubtful accounts
of $4,101 and $4,196 in 1997
and 1996, respectively) . . . . . . . . . 75,092 60,378
Producer advances and
deferred costs. . . . . . . . . . . . . . 74,652 74,824
Other current assets. . . . . . . . . . . . 1,857 1,932
________ ________
Total current assets. . . . . . . . . . . 704,060 635,869
________ ________
LONG-TERM INVESTMENTS, at cost,
which approximates market value . . . . . 177,590 145,645
________ ________
FIXED ASSETS, at cost:
Office and transportation equipment . . . . 12,522 4,893
Furniture, leaseholds and other
improvements. . . . . . . . . . . . . . . 6,255 5,865
Film and videotape masters. . . . . . . . . 2,678 2,626
________ ________
21,455 13,384
Less-accumulated depreciation and
amortization. . . . . . . . . . . . . . . (11,706) (10,503)
________ ________
9,749 2,881
PRODUCER ADVANCES
AND OTHER ASSETS. . . . . . . . . . . . . . 10,668 69,746
________ ________
$902,067 $854,141
======== ========
The accompanying Notes to Consolidated Financial
Statements are an integral part of these balance sheets.
<PAGE 33>
KING WORLD PRODUCTIONS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS (continued)
LIABILITIES AND STOCKHOLDERS' EQUITY
August 31,
----------------------
1997 1996
-------- --------
(Dollars in thousands)
CURRENT LIABILITIES:
Accounts payable and accrued
liabilities . . . . . . . . . . . . . . . $ 18,014 $ 15,237
Payable to producers and others . . . . . . 69,599 71,920
Income taxes payable. . . . . . . . . . . . 30,372 29,099
________ ________
Total current liabilities 117,985 116,256
________ ________
COMMITMENTS AND CONTINGENCIES
(Note 4)
STOCKHOLDERS' EQUITY:
Preferred stock, $.01 par value;
5,000,000 shares authorized,
none issued . . . . . . . . . . . . . . . -- --
Common stock, $.01 par value;
75,000,000 shares authorized,
51,039,211 and 50,734,739
shares issued in 1997 and 1996,
respectively. . . . . . . . . . . . . . . 510 507
Paid-in capital . . . . . . . . . . . . . . 124,497 110,666
Retained earnings . . . . . . . . . . . . . 1,001,190 932,651
Treasury stock, at cost; 14,413,594
and 13,442,594 shares in 1997 and
1996, respectively. . . . . . . . . . . . (342,115) (305,939)
________ ________
784,082 737,885
________ ________
$ 902,067 $854,141
========= ========
The accompanying Notes to Consolidated Financial
Statements are an integral part of these balance sheets.
<PAGE 34>
KING WORLD PRODUCTIONS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
Year Ended August 31,
-----------------------------
1997 1996 1995
-------- -------- --------
(Dollars in thousands except
per share data)
REVENUES. . . . . . . . . . . . . . . $671,277 $663,426 $574,186
________ ________ ________
EXPENSES:
Producers' fees, programming and
other direct operating costs. . . 395,489 397,494 341,536
Selling, general and admini-
strative expenses . . . . . . . . 83,507 74,347 70,234
________ ________ ________
478,996 471,841 411,770
________ ________ ________
Income from operations. . . . . . . 192,281 191,585 162,416
INTEREST AND DIVIDEND INCOME. . . . . 29,645 25,965 20,842
NONRECURRING GAIN - Sale of
Buffalo Broadcasting Co. Inc. . . . -- 14,060 --
________ ________ ________
Income before provision for
income taxes. . . . . . . . . . . 221,926 231,610 183,258
PROVISION FOR INCOME TAXES. . . . . . 78,544 81,610 65,946
________ ________ ________
Net income. . . . . . . . . . . . . $143,382 $150,000 $117,312
======== ======== ========
PRIMARY EARNINGS PER SHARE. . . . . . $3.82 $3.98 $3.14
======== ======== ========
The accompanying Notes to Consolidated Financial
Statements are an integral part of these statements.
<PAGE 35>
KING WORLD PRODUCTIONS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
Common Stock Paid-in Retained Treasury
________________
Shares $ Capital Earnings Stock
__________ ____ _______ ________ ________
(Dollars in thousands)
Balance -
August 31, 1994 . . . 49,722,218 $497 $ 82,171 $ 665,339 $(288,930)
Exercise of stock
options . . . . . . 171,527 2 5,457 -- --
Purchase of treasury
stock . . . . . . . -- -- -- -- (6,111)
Net income. . . . . . -- -- -- 117,312 --
___________ ____ ________ __________ _________
Balance -
August 31, 1995 . . . 49,893,745 499 87,628 782,651 (295,041)
Exercise of stock
options . . . . . . 840,994 8 23,038 -- --
Purchase of treasury
stock . . . . . . . -- -- -- -- (10,898)
Net income. . . . . . -- -- -- 150,000 --
___________ ____ ________ __________ _________
Balance -
August 31, 1996 . . . 50,734,739 507 110,666 932,651 (305,939)
Exercise of stock
options . . . . . . 304,472 3 13,831 -- --
Purchase of treasury
stock . . . . . . . -- -- -- -- (36,176)
Special dividend. . . -- -- -- (74,843) --
Net income. . . . . . -- -- -- 143,382 --
___________ ____ ________ __________ _________
Balance -
August 31, 1997 . . . 51,039,211 $ 510 $124,497 $1,001,190 $(342,115)
=========== ==== ======== ========== ==========
The accompanying Notes to Consolidated Financial
Statements are an integral part of these statements.
<PAGE 36>
KING WORLD PRODUCTIONS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
Year Ended August 31,
_____________________________
1997 1996 1995
___________ _________ ________
(Dollars in thousands)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income. . . . . . . . . . . . . . . . .$143,382 $150,000 $117,312
Items not affecting cash:
Gain on sale of Buffalo
Broadcasting Co. Inc.. . . . . . . . -- (14,060) --
Depreciation and amortization. . . . . 1,203 800 606
Change in assets and liabilities:
Accounts receivable. . . . . . . . . .(14,597) (9,022) (10,095)
Producer advances and
deferred costs . . . . . . . . . . . 60,173 (46,740) (6,271)
Accounts payable and accrued
liabilities. . . . . . . . . . . . . 2,777 4,167 (3,710)
Payable to producers and
others . . . . . . . . . . . . . . . (2,321) 1,829 4,702
Income taxes payable . . . . . . . . . 1,273 3,469 (428)
Other, net . . . . . . . . . . . . . . (965) 3,391 (163)
________ ________ ________
Net cash provided by operating
activities. . . . . . . . . . . . . . . . 190,925 93,834 101,953
________ ________ ________
CASH FLOWS FROM INVESTING ACTIVITIES:
(Increase) decrease in investments. . . . .(112,653) (217,485) 6,062
Proceeds from sale of Buffalo
Broadcasting Co. Inc. . . . . . . . . . . -- 9,802 --
Additions to fixed assets . . . . . . . . . (8,071) (429) (2,324)
________ ________ ________
Net cash (used in) provided by
investing activities. . . . . . . . . . .(120,724) (208,112) 3,738
________ ________ ________
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of common
stock . . . . . . . . . . . . . . . . . . 13,834 23,046 5,459
Purchase of treasury stock. . . . . . . . . (36,176) (10,898) (6,111)
Payment of special dividend . . . . . . . . (74,843) -- --
________ ________ ________
Net cash (used in) provided by
financing activities. . . . . . . . . . . (97,185) 12,148 (652)
________ ________ ________
NET (DECREASE) INCREASE IN CASH
AND CASH EQUIVALENTS. . . . . . . . . . . .(26,984) (102,130) 105,039
CASH AND CASH EQUIVALENTS AT
BEGINNING OF YEAR . . . . . . . . . . . . . 344,766 446,896 341,857
________ ________ ________
CASH AND CASH EQUIVALENTS AT
END OF YEAR . . . . . . . . . . . . . . . . $317,782 $344,766 $446,896
======== ======== ========
The accompanying Notes to Consolidated Financial
Statements are an integral part of these statements.
<PAGE 37>
KING WORLD PRODUCTIONS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(1) Summary of significant accounting policies
Principles of consolidation
The accompanying consolidated financial statements include the
accounts of King World Productions, Inc. and its subsidiaries. All
significant intercompany transactions have been eliminated. Unless the
context suggests otherwise, the "Company", as used herein, means King World
Productions, Inc. ("King World") and its consolidated subsidiaries.
Revenue recognition
License fees from first-run syndicated television properties are
recognized at the commencement of the license period pursuant to noncancel-
able agreements and as each show is made available to the licensee via
satellite transmission. Because transmission to the satellite takes place,
on the average, 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
advertising 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 recognized, in amounts adjusted for
expected ratings.
License fees for non-first-run syndicated properties are recog-
nized 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 and when certain other conditions are satisfied.
<PAGE 38>
KING WORLD PRODUCTIONS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(1) Summary of significant accounting policies (continued)
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 series produced and distributed by the Company. THE
OPRAH WINFREY SHOW accounted for approximately 40%, 39% and 37% of revenues
in fiscal 1997, 1996 and 1995, respectively. WHEEL OF FORTUNE accounted
for approximately 20%, 19% and 21% of revenues in fiscal 1997, 1996 and
1995, respectively. JEOPARDY! accounted for approximately 17%, 17% and 18%
of revenues in fiscal 1997, 1996 and 1995, respectively. INSIDE EDITION
accounted for approximately 8% of revenues in fiscal 1997, 1996 and 1995.
The Company distributes THE OPRAH WINFREY SHOW pursuant to an
agreement with Harpo, Inc. ("Harpo"), the producer of the series. 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. Pursuant to
such agreement, Harpo and Ms. Winfrey have also committed to produce and
host the show through the 1999-2000 broadcast season.
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. As a result of these changes, the contribution of THE OPRAH
WINFREY SHOW to the Company's net profits and cash flow can be expected to
decline.
After the 1999-2000 television season, King World's right to
distribute THE OPRAH WINFREY SHOW, if not renewed, will terminate. For
several years, the Company has been, and is now, in the process of devel-
oping new television shows for syndication that it hopes will gain wide-
spread audience appeal and generate significant revenues and income for the
Company. Two such shows, a talk show hosted by Roseanne and a new version
of the game show HOLLYWOOD SQUARES, are scheduled to premiere in the 1998-
1999 television season. Although the Company hopes to renew its distri-
bution arrangements with Harpo for television seasons following the 1999-
2000 season, there can be no assurance that (a) Harpo and Ms. Winfrey will
continue to produce and host the show beyond that season; (b) even if they
do continue to produce and host the show beyond that season, that the
Company will be able to obtain the distribution rights for any such future
season on terms favorable to the Company; or (c) that the revenues generat-
ed by these or any other new shows will be sufficient to offset the loss of
revenues and income that would result if such future distribution rights
are not so obtained. The failure to renew such distribution rights on
favorable terms, coupled with the failure of either or both of such new
shows to gain widespread audience appeal, could be expected to have a
<PAGE 39>
KING WORLD PRODUCTIONS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(1) Summary of significant accounting policies (continued)
material adverse effect on the Company's results of operations and finan-
cial condition after the 1999-2000 television season.
The Company's agreements with Columbia TriStar Television provide
that the Company shall be the exclusive distributor for WHEEL OF FORTUNE
and JEOPARDY! so long as the Company has obtained sufficient broadcast
commitments to cover such series' respective production and distribution
costs and that the Company may not, unless otherwise agreed by Columbia
TriStar Television, distribute game shows for "strip" first-run syndication
so long as the Company is distributing WHEEL OF FORTUNE or JEOPARDY!. On
September 16, 1997, the Company and Columbia TriStar Television announced
their agreement to co-produce a new version of the game show HOLLYWOOD
SQUARES, which will be distributed by the Company in first-run syndication
for debut in the Fall of 1998.
Producers' fees, programming and other direct operating costs
_____________________________________________________________
Producers' fees, programming and other direct operating costs
include primarily 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 program-
ming distributed by the Company; participation fees payable by the Company
to producers and talent; production and distribution costs for first-run
syndicated programming; and the direct operating costs of King World
Direct, the Company's direct response marketing subsidiary. That portion
of any recognized revenue that is to be paid to producers and owners of
programming is accrued as such revenues are earned. The share of revenues
payable by the Company to such producers and others is generally paid as
cash license fees and revenues derived from the sale of retained advertis-
ing time are received from television stations and advertisers.
Selling, general and administrative expenses
____________________________________________
Selling, general and administrative expenses include advertising
and promotion costs associated with programming distributed by the Company,
which amounted to $33,150,000, $31,329,000 and $28,084,000 in fiscal 1997,
1996 and 1995, respectively. These amounts include the producers' share of
such costs.
<PAGE 40>
KING WORLD PRODUCTIONS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(1) Summary of significant accounting policies (continued)
Cash equivalents and short-term investments
___________________________________________
Cash equivalents and short-term investments are comprised princi-
pally of municipal obligations, money market funds, money market preferred
investments, commercial paper and United States Treasury and other agency
obligations whose maturities are one year or less and are carried at amor-
tized cost, which approximates market value. The Company considers its
highly liquid short-term investments purchased with a maturity of three
months or less to be cash equivalents.
Producer advances and deferred costs
____________________________________
Producer advances and deferred costs include production and
promotion costs, as well as talent and producer participation advances, in
connection with certain first-run syndicated programs distributed by the
Company for broadcast during seasons subsequent to August 31, 1997. Such
costs are charged to expense as the revenues from such programs are earned.
Advances are recouped from the share of revenues payable by the Company to
producers, talent and others.
On January 2, 1996, the Company paid Harpo a $65 million advance
against its minimum participation payments for the 1996-1997 broadcast
season, which was fully recouped as of August 31, 1997. In addition, on
January 2, 1996 the Company paid 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 August 31, 1997. Subsequent to
August 31, 1997, the Company also made advances to Harpo in the aggregate
amount of $130 million against Harpo's minimum participation payments for
the 1998-1999 and 1999-2000 broadcast seasons. Based on the license agree-
ments in place for such latter three broadcast seasons, the Company
believes that revenues from the series will be sufficient to enable the
Company to recoup the advances for such seasons. All of the advances paid
to Harpo are refundable to the Company by Harpo and Ms. Winfrey if King
World terminates its agreement with Harpo due to Harpo's failure to deliver
episodes of THE OPRAH WINFREY SHOW.
Long-term investments
_____________________
Long-term investments are comprised principally of intermediate-
term municipal obligations and United States Treasury and other agency
obligations whose maturities are between one and two years and are carried
at amortized cost which approximates market value.
<PAGE 41>
KING WORLD PRODUCTIONS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(1) Summary of significant accounting policies (continued)
Fixed assets
____________
Fixed assets are carried at cost less accumulated depreciation
and amortization. Depreciation and amortization are computed using the
straight-line method for financial reporting purposes and accelerated
methods for tax purposes, with estimated useful lives of 3 to 5 years for
furniture, office and transportation equipment and 5 years for film and
videotape masters. Leaseholds and other improvements are amortized over
the shorter of their useful lives and the lease term. Depreciation and
amortization expense was approximately $1,203,000, $800,000 and $606,000 in
fiscal 1997, 1996 and 1995, respectively. Certain prior period amounts
have been reclassified to conform with current year presentation.
Stockholders' equity
____________________
Primary earnings per share has been computed using the weighted
average number of common shares outstanding of 37,496,000, 37,684,000 and
37,343,000 for the fiscal years ended August 31, 1997, 1996 and 1995,
respectively, which includes the dilative effect from the assumed exercise
of vested and unvested stock options outstanding as of the end of each year
reported. The difference between primary and fully diluted earnings per
share for each such fiscal year was not significant.
In February 1997, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards No. 128, "Earnings per Share"
("SFAS 128"). SFAS 128 eliminates the presentation of primary earnings per
share and requires the presentation of basic earnings per share, which
excludes common stock equivalents and their related dilution and diluted
earnings per share, which includes the potential dilution from all common
stock equivalents including options, warrants and convertible securities.
The Company will implement SFAS 128 beginning with the first quarter of
fiscal 1998. The implementation of SFAS 128 is not anticipated to have a
material effect on reported earnings per share of the Company.
The Company is authorized to issue 5,000,000 shares of Preferred
Stock, $.01 par value. The Board of Directors is empowered, without
further stockholder approval, to establish from time to time one or more
series of Preferred Stock and to determine the powers, preferences and
special rights of any unissued series of Preferred Stock, including voting
rights, dividend rights, terms of redemption, liquidation preferences,
conversion rights and the designation of any such series.
<PAGE 42>
KING WORLD PRODUCTIONS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(1) Summary of significant accounting policies (continued)
Industry segments and customers
_______________________________
The Company operates in one business segment, television program-
ming. The Company's major customers and principal facilities are located
within the United States. In the 1997, 1996 and 1995 fiscal years,
approximately 13%, 12% and 14%, respectively, of the Company's revenues
were derived from license fees under contracts with a single broadcast
group.
Use of estimates
________________
The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date
of the financial statements and the reported amounts of revenues and
expenses during the reporting period. Actual results could differ from
those estimates.
(2) Pension and profit sharing plans
The Company maintains the King World Productions, Inc. Retirement
Savings Plan with an employee pre-tax salary deferral contribution program
under Section 401(k) of the Internal Revenue Code. Under the plan,
employer matching contributions may not exceed 3% of annual compensation
per employee and employer fixed contributions are limited to 3% of annual
salary per employee, subject to a maximum total employer contribution of
approximately $9,500 per employee for fiscal 1997. The plan covers
substantially all of the Company's employees other than those involved in
the production of programming produced by the Company.
Contributions by the Company to the plan were approximately
$576,000, $491,000 and $372,000 in fiscal 1997, 1996 and 1995, respective-
ly.
<PAGE 43>
KING WORLD PRODUCTIONS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(3) Income taxes
The components of the Company's provision for income taxes are
summarized as follows:
Year Ended August 31,
__________________________________
1997 1996 1995
____ ____ ____
(Dollars in thousands)
Federal:
Current . . . . . . . . . . . . . . . $64,824 $71,525 $56,741
Deferred. . . . . . . . . . . . . . . 1,562 (2,293) (858)
_______ _______ _______
66,386 69,232 55,883
_______ _______ _______
State and local:
Current . . . . . . . . . . . . . . . 12,067 12,511 10,113
Deferred. . . . . . . . . . . . . . . 91 (133) (50)
_______ _______ _______
12,158 12,378 10,063
_______ _______ _______
Total . . . . . . . . . . . . . . $78,544 $81,610 $65,946
======= ======= =======
Deferred income taxes and benefits are provided for any income
and expense items that are recognized in different years for tax return and
financial reporting purposes. No individual temporary difference gives
rise to significant deferred tax assets or liabilities.
The current provision in each period presented above does not
include reductions to income taxes payable attributable to the exercise of
stock options. See Note 5.
Following is a reconciliation of the Company's provision for
income taxes to the tax computed at the U.S. statutory rate:
Year Ended August 31,
_________________________________
1997 1996 1995
(Dollars in thousands)
Tax at U.S. statutory
rate. . . . . . . . . . . . . . . . . $77,674 $81,064 $64,140
State tax provision, net
of Federal benefit. . . . . . . . . . 7,903 8,046 6,541
Tax-exempt interest and
dividend income . . . . . . . . . . . (6,892) (5,370) (4,799)
Other, net. . . . . . . . . . . . . . . (141) (2,130) 64
_______ _______ _______
$78,544 $81,610 $65,946
======= ======= =======
Income taxes paid approximated $73.3 million, $76.8 million and
$64.6 million in fiscal 1997, 1996 and 1995, respectively.
<PAGE 44>
KING WORLD PRODUCTIONS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(4) Commitments and contingencies
License fees
____________
The Company has entered into agreements with television stations
for the future distribution of programming in television seasons commencing
with the 1997-1998 season and extending as far into the future as the 2001-
2002 broadcast season, under which the revenues and related expenses will
not be recognized until the license periods thereunder have begun and
certain other conditions are satisfied. As of October 21, 1997, the gross
amount of license fees under such agreements approximated $1.8 billion, of
which approximately $1.0 billion is payable to producers and others and is
to be recognized as an expense. The recognition of such amounts in the
consolidated financial statements of the Company in fiscal years subsequent
to August 31, 1997 is subject to the Company's continued distribution of
such programming. Such amounts do not include sales of advertising time
retained during the broadcast of such programming or foreign license fees
and do not reflect the production costs to be incurred for programming
produced by King World.
Operating leases
________________
Rent expense under operating leases covering office facilities,
production studios and equipment amounted to approximately $2,849,000,
$2,559,000 and $2,548,000 for fiscal 1997, 1996 and 1995, respectively.
Office and studio leases are subject to price escalations for certain
costs. Aggregate future minimum rental commitments for these leases as of
August 31, 1997 were as follows:
Year Ending August 31,
______________________
(Dollars in thousands)
1998 . . . . . . . . . . . . . $2,256
1999 . . . . . . . . . . . . . 1,496
2000 . . . . . . . . . . . . . 1,473
2001 . . . . . . . . . . . . . 1,487
2002 . . . . . . . . . . . . . 1,140
<PAGE 45>
KING WORLD PRODUCTIONS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(4) Commitments and contingencies (continued)
Employment and production agreements
____________________________________
As of August 31, 1997, the Company had entered into employment
agreements and agreements with independent contractors relating to program-
ming being or to be produced by King World which provide for aggregate
minimum annual compensation as follows:
Year Ending August 31,
______________________
(Dollars in thousands)
1998 . . . . . . . . . . . . . $23,500
1999 . . . . . . . . . . . . . 8,670
2000 . . . . . . . . . . . . . 5,588
2001 . . . . . . . . . . . . . 0
2002 . . . . . . . . . . . . . 0
The Company has entered into employment agreements with its
Chairman of the Board, its Vice Chairman and Chief Executive Officer and
certain other executive officers. Such agreements provide, among other
things, for 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. The Company has recognized the impact of certain of these bonuses
in its operating results for fiscal 1997, which include all amounts payable
in accordance with the terms of such employment agreements.
Legal matters
_____________
The Company is subject to legal proceedings and claims which
arise in the ordinary course of its business. In the opinion of manage-
ment, the amount of ultimate liability, if any, with respect to such
actions will not have a material adverse effect on the results of opera-
tions and financial position of the Company.
(5) Stock plans
In fiscal 1997, the Company adopted the 1996 Amended and Restated
Stock Option and Restricted Stock Purchase Plan (the "Option/Stock Plan"),
which amended and restated the Company's 1995 Amended and Restated Stock
Option and Restricted Stock Purchase Plan and reserved 500,000 additional
shares for grants and awards thereunder. The Option/Stock Plan provides
for grants of incentive stock options ("ISOs") and non-qualified stock
options, as well as awards of shares of restricted stock, subject to
certain conditions. The Option/Stock Plan is currently administered by
<PAGE 46>
KING WORLD PRODUCTIONS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(5) Stock plans (continued)
the Compensation Committee of the Board of Directors.
For ISOs granted pursuant to the Option/Stock Plan, the exercise
price of options may not be less than the fair market value of the shares
on the date of grant and the options may not have a term in excess of ten
years. The Compensation Committee has the power to determine the vesting
periods for options granted under the Option/Stock Plan. Only full-time
employees of the Company and its subsidiaries may be granted ISOs under the
Option/Stock Plan. ISOs granted under the Option/Stock Plan are intended
to qualify as "incentive stock options" within the meaning of Section
422(b) of the Internal Revenue Code of 1986, as amended (the "Code").
For non-qualified stock options granted pursuant to the
Option/Stock Plan, the exercise price of options may be more than, less
than or equal to the fair market value of the shares on the date of grant
(in the discretion of the Compensation Committee), and the options may be
immediately exercisable (in the discretion of the Compensation Committee)
and may have a term in excess of ten years. Employees, directors and
officers of, and consultants or suppliers to, the Company and its subsid-
iaries may be granted non-qualified stock options under the Option/Stock
Plan.
Awards of restricted stock may be granted under the Option/Stock
Plan to purchase shares of Common Stock for a price per share that may be
more than, equal to or less than the fair market value of such shares on
the date of the award. The Compensation Committee has the right to
determine vesting provisions, transfer restrictions and other conditions or
restrictions with respect to each award. To date, no awards of restricted
stock have been granted under the Option/Stock Plan or its predecessor
plans.
In fiscal 1997, the Company also adopted the Salesforce Bonus
Plan (the "Salesforce Plan"), and reserved 500,000 shares for grants of
options thereunder. The Salesforce Plan provides for grants of non-
qualified stock options and certain cash bonuses, subject to certain
conditions. The Salesforce Plan is currently administered by the Board of
Directors and by the Chairman of the Board of the Company, who is also the
head of the Company's salesforce. Any person employed by, or performing
services for, the sales department of the Company or any subsidiary of the
Company on a full-time basis (excluding directors and officers of
<PAGE 47>
KING WORLD PRODUCTIONS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(5) Stock plans (continued)
the Company) is eligible to receive stock options and cash bonuses under
the Salesforce Plan.
The exercise price of options granted under the Salesforce Plan
must be equal to the fair market value of the shares on the date of grant,
and the options shall vest at a rate of 20% at the end of each of the first
three years from the date of grant and 40% at the end of the fifth year
from grant and shall expire on the date ten years from the date of grant.
In fiscal 1989, the Company adopted the Incentive Equity Plan for
Senior Executives, pursuant to which an aggregate 2,550,000 shares of
Common Stock were reserved for issuance to the Company's Chairman of the
Board, President and Chief Executive Officer (who is now its Vice Chairman
and Chief Executive Officer), and Executive Vice President and Chief
Operating Officer, upon the exercise of options granted thereunder. Each
of the Chairman of the Board and the President and Chief Executive Officer
was granted non-qualified stock options to purchase 1,200,000 shares of
Common Stock, 975,000 at an exercise price of $15.75 (the approximate fair
market value on the date of grant) and 225,000 at an exercise price of
$.01; the Executive Vice President was granted non-qualified stock options
to purchase 150,000 shares of Common Stock, 120,000 at an exercise price of
$15.75 and 30,000 at an exercise price of $.01. No additional options may
be granted under the Executive Plan.
<PAGE 48>
KING WORLD PRODUCTIONS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(5) Stock plans (continued)
The following table summarizes stock option activity at August 31
and for the fiscal years then ended:
1997 1996 1995
Weighted Weighted Weighted
Average Average Average
Exercise Exercise Exercise
Shares Price Shares Price Shares Price
_______ ________ ________ ________ _______ ________
Outstanding at
beginning of
year 5,120,987 $35.29 2,220,402 $27.34 2,498,529 $27.52
Granted 1,477,667 $36.10 3,427,500 $39.49 73,000 $36.89
Exercised (299,051) $38.86 (396,415) $40.29 (171,527) $36.89
Canceled (258,000) $40.04 (130,500) $38.05 (179,600) $39.39
_________ _________ _________
Outstanding at
end of year 6,041,603 $35.41 5,120,987 $35.29 2,220,402 $27.34
========= ========= =========
Exercisable at
end of year 2,457,436 $31.82 1,898,687 $29.03 1,311,102 $22.42
========= ========= =========
The following table summarizes stock options outstanding and
exercisable at August 31, 1997:
Options Outstanding Options Exercisable
___________________ ___________________
Weighted
Average Weighted Weighted
Range of Remaining Average Average
Exercise Life Exercise Exercise
Prices Shares (in years) Price Shares Price
________ ___________ __________ ________ ___________ _________
$.01 to
$15.75 494,436 1.5 $12.73 494,436 $12.73
$15.83 to
$28.50 233,400 3.3 $23.59 232,400 $23.59
$28.63 to
$38.88 2,241,767 8.4 $35.99 510,600 $35.65
$39.19 to
$43.58 3,072,000 8.2 $39.53 1,220,000 $39.52
___________ __________
6,041,603 2,457,436
=========== ==========
In addition, in connection with the extensions of the Company's
rights to distribute THE OPRAH WINFREY SHOW for the 1993-1994, 1994-1995
and 1995-1996 broadcast seasons, the Company granted options to the princi-
pals of Harpo to purchase an aggregate 1.5 million shares of Common Stock.
<PAGE 49>
KING WORLD PRODUCTIONS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(5) Stock plans (continued)
All of such options were fully vested at the time of grant and have a term
of ten years. An aggregate 450,000 options were exercised on March 27,
1996, at an exercise price of $25.50 per share, and as of August 31, 1997,
1.05 million options remained outstanding, of which 550,000 bear exercise
prices of $25.50 per share and 500,000 bear exercise prices of $33.625 per
share (the closing market prices of the Common Stock as of the respective
dates of such grants). On October 6, 1995, in connection with Harpo's and
Ms. Winfrey's commitment to continue to produce and host the show for the
1996-1997 and 1997-1998 broadcast seasons, the Company granted options to
the principals of Harpo to purchase an additional 500,000 shares of Common
Stock. All of such options were fully vested at the time of grant, have a
term of ten years and have an exercise price of $36.00 per share (the
closing market price of the Common Stock on the date of grant). None of
such options have been exercised. On September 15, 1997, in connection
with Harpo's and Ms. Winfrey's commitment to continue to produce and host
the show for the 1998-1999 and 1999-2000 broadcast seasons, the Company
granted options to the principals of Harpo to purchase an additional
500,000 shares of Common Stock. All of such options were fully vested at
the time of grant, have a term of ten years and have an exercise price of
$39.31 per share (the closing market price of the Common Stock on the date
of grant). None of such options have been exercised.
In October 1995, the Financial Accounting Standards Board
released Statement of Financial Accounting Standards No. 123, "Accounting
for Stock-Based Compensation" ("SFAS 123"). As permitted under SFAS 123,
the Company accounts for employee stock compensation arrangements in
accordance with Accounting Principles Board Opinion No. 25, "Accounting for
Stock Issued to Employees" ("APB 25"). Under APB 25, compensation cost is
recognized only when employee stock options are granted at an exercise
price lower than that of the market price of the stock on the date of
grant. The Company generally does not recognize compensation expense with
respect to stock option grants.
For stock options granted by the Company after August 31, 1995,
SFAS 123 requires that pro forma information regarding net income and
earnings per share be disclosed as if the Company had accounted for its
options under the fair value method outlined in SFAS 123, which requires a
compensation charge to earnings for all options granted during the period.
The fair value of the Company's options was estimated using the Black-
Scholes option valuation model. The Black-Scholes option valuation model
requires the use of highly subjective assumptions, including the expected
stock price volatility and expected life of such options. Because the
Company's stock options granted to employees have characteristics signifi-
cantly different from those of traded options (for which the Black-Scholes
<PAGE 50>
KING WORLD PRODUCTIONS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(5) Stock plans (continued)
model was created) and because changes in the subjective input assumptions
can materially affect the fair value estimate, in management's opinion, the
existing models do not necessarily provide a reliable single measure of the
fair value of Company stock options granted to employees.
The fair value of the Company's stock options granted to employ-
ees was estimated using the following weighted average assumptions at
August 31:
1997 1996
__________ __________
Expected life (in years) 6.5 6.5
Risk-free interest rate 6.5% 6.5%
Volatility 30.0% 30.0%
Dividend yield 0% 0%
The weighted average estimated fair value of employee stock
options granted during fiscal 1997 and fiscal 1996 was $16.25 and $17.59
per share, respectively. For purposes of the pro forma disclosures, the
estimated fair value of the options is generally amortized to compensation
expense over the options' vesting period. The Company's pro forma net
income and earnings per share compared to that actually reported at August
31 are as follows:
1997 1996
________ ________
Net income (in thousands) As reported $143,382 $150,000
Pro forma 134,720 139,762
Earnings per share As reported $3.82 $3.98
Pro forma 3.63 3.76
The effects on the pro forma disclosures of applying SFAS 123 to
fiscal 1997 and fiscal 1996 are not likely to be representative of the
effects on pro forma disclosures of future years. Because SFAS 123 is
applicable only to options granted subsequent to August 31, 1995, and the
estimated fair value of the options is generally amortized over the five-
year vesting period of the Company's employee stock options, the pro forma
effect will not be fully reflected until fiscal 2000.
The Company realizes a tax benefit in respect of non-qualified
stock options based on the difference between the exercise price of the
Common Stock subject to the option and the market price thereof on the date
<PAGE 51>
KING WORLD PRODUCTIONS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(5) Stock plans (continued)
of exercise. Tax deductions related to compensation expense in excess of
that taken for financial reporting purposes are added to paid-in capital in
the period of the tax deduction. The amount of such tax deductions added
to paid-in capital approximated $3,976,000, $1,342,000 and $1,758,000 in
fiscal 1997, 1996 and 1995, respectively.
(6) Special dividend and stock repurchases
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.
On April 15, 1997, the Company announced that the Board of Direc-
tors 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 negoti-
ated transactions. Through August 31, 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 advan-
tageous to do so. Purchases under the share repurchase program will be
financed out of the Company's available cash and liquid investments.
<PAGE 52>
KING WORLD PRODUCTIONS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(7) Quarterly financial summaries (unaudited)
1st 2nd 3rd 4th Fiscal
Quarter Quarter Quarter Quarter Year
_______ _______ _______ _______ ________
(Dollars in thousands except per share data)
Fiscal 1997:
___________
Revenues. . . . $164,287 $175,169 $166,751 $165,070 $671,277
Revenues less
direct costs. 65,481 71,405 69,006 69,896 275,788
Income before
provision
for income
taxes . . . . 53,923 57,185 54,890 55,928 221,926
Net income. . . 34,967 36,677 35,705 36,033 143,382
Primary earnings
per share . . $.93 $.97 $.95 $.97 $3.82
======================================================
1st 2nd 3rd 4th Fiscal
Quarter Quarter Quarter Quarter Year
_______ _______ _______ _______ ________
(Dollars in thousands except per share data)
Fiscal 1996:
___________
Revenues. . . . $162,139 $176,784 $165,763 $158,740 $663,426
Revenues less
direct costs. 64,048 68,744 67,115 66,025 265,932
Income before
provision
for income
taxes . . . . 66,320(1) 55,393 55,227 54,670 231,610(1)
Net income. . . 43,662(1) 35,162 35,186 35,990 150,000(1)
Primary earnings
per share . . $1.17(1) $.93 $.92 $.95 $3.98(1)
=======================================================
____________________________
(1) Income before provision for income taxes, net income and primary
earnings per share include a nonrecurring gain of approximately $14.1
million, $10.3 million and $.27, respectively, as a result of the Company's
sale of Buffalo Broadcasting Co. Inc. to LIN Television Corporation for $95
million in cash which closed in October 1995. See Note 8.
(8) 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 trans-
action, 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 repre-
sents the reversal of previously recognized accounting losses (with no
associated income tax effect) in excess of the Company's original invest-
ment.
The Company acquired Buffalo Broadcasting Co. Inc. ("Buffalo") in
December 1988 in a highly leveraged transaction. In April 1992, the
Company and Buffalo's lenders entered into an agreement providing for a
financial restructuring of Buffalo effective August 4, 1992. As a result
of such restructuring, Buffalo ceased to be a consolidated subsidiary of
King World. The Company's investment in Buffalo subsequent to the restruc-
turing was carried at cost.
<PAGE 53>
PART III
________
The information required by Part III of Form 10-K is incorporated
by reference from the registrant's definitive proxy statement for its 1998
annual meeting of stockholders, which is to be filed pursuant to Regula-
tion 14A not later than December 29, 1997.
PART IV
_______
Item 10. EXHIBITS, FINANCIAL STATEMENTS
AND REPORTS ON FORM 8-K
______________________________
(a)(1 and 2) Financial Statements. See Index to Consolidated
Financial Statements which appears on page 30 of this Annual Report.
(3) Exhibits:
________
Exhibit
Number Description
_______ ___________
3.1. Registrant's Restated Certificate of Incorporation (in-
corporated by reference to Exhibit 3.1 to the
Registrant's Registration Statement No. 2-93987).
3.2. Certificate of Amendment to the Registrant's Restated
Certificate of Incorporation (incorporated by reference
to Exhibit 3.3 to the Registrant's Registration State-
ment No. 33-8357).
3.3. Registrant's By-laws, as amended through June 25, 1997.
10.1. Agreement dated July 12, 1984 between Leo A. Gutman,
Inc. and the Registrant with exhibits (incorporated by
reference to Exhibit 10.3 to the Registrant's Registra-
tion Statement No. 2-93987).
10.2. Agreements dated August 6, 1970, July 31, 1970, and
May 29, 1969, between Hal Roach Studios, Inc. and the
Registrant, with amendment dated June 8, 1983 and
exhibits (incorporated by reference to Exhibit 10.5 to
the Registrant's Registration Statement No. 2-93987).
10.3.* Distribution Agreement dated December 15, 1982, between
Califon Productions, Inc. and the Registrant, with
amendment dated July 8, 1983 (incorporated by reference
______________________
* Certain information in this exhibit is deleted pursuant to an order of
the Securities and Exchange Commission granting confidential treatment.
<PAGE 54>
to Exhibit 10.7 to the Registrant's Registration State-
ment No. 2-93987).
10.4.* Amendment, dated April 23, 1990, to the Distribution
Agreement dated December 15, 1982, between Califon Pro-
ductions, Inc. and the Registrant (incorporated by
reference to Exhibit 10.4 to the Registrant's Annual
Report on Form 10-K for the fiscal year ended August
31, 1995).
10.5.* Distribution Agreement dated November 1, 1983, between
Califon Productions, Inc. and the Registrant, with
amendment dated March 26, 1984 (incorporated by refer-
ence to Exhibit 10.9 to the Registrant's Registration
Statement No. 2-93987).
10.6. Employment Agreement, dated December 20, 1995, between
Mr. Roger King and the Registrant (incorporated by ref-
erence to Exhibit 10.1 to the Registrant's Quarterly
Report on Form 10-Q for the fiscal quarter ended Febru-
ary 29, 1996).
10.7. Employment Agreement, dated December 20, 1995, between
Mr. Michael King and the Registrant (incorporated by
reference to Exhibit 10.2 to the Registrant's Quarterly
Report on Form 10-Q for the fiscal quarter ended Febru-
ary 29, 1996).
10.8. Employment Agreement, date as of June 6, 1997 between
Jules Haimovitz and the Registrant (incorporated by
reference to Exhibit 10.2 to the Registrant's Quarterly
Report on Form 10-Q for the fiscal quarter ended
May 31, 1997).
______________________
* Certain information in this exhibit is deleted pursuant to an order of
the Securities and Exchange Commission granting confidential treatment.
10.9. Employment Agreements between the Registrant and the
individuals named below:
Name of Employee
or Consultant Date of Agreement
________________ _________________
Steven Hirsch . . . . . September 3, 1996
Jonathan Birkhahn . . . September 1, 1996
Michael Spiessbach. . . September 3, 1996
Robert V. Madden. . . . September 3, 1996
<PAGE 55>
(incorporated by reference to Exhibit 10.9
to the Registrant's Annual Report on Form 10-K
for the fiscal year ended August 31, 1996).
10.10. King World Productions, Inc. Retirement Savings Plan
dated September 17, 1992 (incorporated by reference to
Exhibit 10.7 to the Registrant's Annual Report on Form
10-K for the fiscal year ended August 31, 1993).
10.11. 1996 Amended and Restated Stock Option and Restricted
Stock Purchase Plan of the Registrant.
10.12. Incentive Equity Compensation Plan for Senior Exec-
utives of the Registrant (incorporated by reference to
Exhibit 4.1 to the Registrant's Registration Statement
No. 33-30695).
10.13. Form of Indemnification Agreement between the Regis-
trant and the Registrant's directors (incorporated by
reference to Exhibit 10.15 to the Registrant's Annual
Report on Form 10-K for the fiscal year ended
August 31, 1992).
10.14.* Agreement dated January 30, 1987 between the Registrant
and Harpo, Inc. and amendment thereto dated July 29,
1988 (incorporated by reference to Exhibit 10.12 to the
Registrant's Annual Report on Form 10-K for the fiscal
year ended August 31, 1993).
10.15.* Amendment dated as of October 15, 1989 to the Agreement
dated January 30, 1987 between the Registrant and
Harpo, Inc. (incorporated by reference to Exhibit 10.13
to the Registrant's Annual report on Form 10-K for the
fiscal year ended August 31, 1995).
______________________
* Certain information in this exhibit is deleted pursuant to an order of
the Securities and Exchange Commission granting confidential treatment.
10.16.* Agreement dated as of March 17, 1994 between the Regis-
trant and Harpo, Inc. (incorporated by reference to 8-
K/A dated May 18, 1994).
10.17.* Agreement dated as of October 6, 1995 between the
Registrant and Harpo, Inc. (incorporated by reference
to Exhibit 10.3 to the Registrant's Quarterly Report on
Form 10-Q/A for the fiscal quarter ended February 29,
1996).
10.18. Stock Option Agreement dated as of January 28, 1991
between the registrant and Oprah Winfrey (incorporated
by reference to Exhibit 10.2 to the Registrant's Regis-
tration Statement No. 33-71696).
10.19. Stock Option Agreement dated as of January 28, 1991
between the registrant and Jeffrey D. Jacobs (incor-
porated by reference to Exhibit 10.3 to the
Registrant's Registration Statement No. 33-71696).
10.20. Form of Stock Option Agreement between the registrant
and Oprah Winfrey (incorporated by reference to Exhibit
10.19 to the Registrant's Annual report on Form 10-K
for the fiscal year ended August 31, 1995).
10.21. Form of Stock Option Agreement between the registrant
and Jeffrey D. Jacobs (incorporated by reference to
Exhibit 10.20 to the Registrant's Annual report on Form
10-K for the fiscal year ended August 31, 1995).
10.22.** Settlement Agreement, dated as of September 15, 1997,
by and among Califon Productions, Inc. on Jeopardy
Productions, Inc., Sony Pictures Entertainment Inc.,
The Game Show Network, L.P. and the Registrant.
10.23.* Letter Agreement, dated October 1, 1991, between Orion
Pictures Corporation and the Registrant, under which
Orion Picture Corporation transferred to the Registrant
trademark, copyright and other property rights as more
fully described therein to the television series enti-
tled "Hollywood Squares" with accompanying Security
Agreement and Assignment.
10.24** Agreement made and entered into on the 14th day of May,
1997, by and between K.W.M., Inc. and Full Moon & High
Tide Productions, Inc., providing the services of
Roseanne.
__________________________
* Certain information in this exhibit is deleted pursuant to an order of
the Securities and Exchange Commission granting confidential treatment.
** Certain information in this exhibit is deleted pursuant to a request
to the Securities and Exchange Commission for confidential treatment.
<PAGE 57>
10.25.* Agreement dated as of June 2, 1988 between King World
F.S.C. Corporation and Unilever N.V. and amendment
thereto dated as of June 13, 1989 (incorporated by
reference to Exhibit 10.20 to the Registrant's Annual
Report on Form 10-K for the fiscal year ended August
31, 1994).
10.26.* Amendment dated as of September 19, 1991 to the Agree-
ment dated as of June 2, 1988 between King World F.S.C.
Corporation and Unilever N.V.
10.27** Amendment dated June 13, 1994 to the Agreement dated
June 2, 1988, as amended as of June 13, 1989 and Sep-
tember 19, 1991, between King World F.S.C. Corporation
and Unilever N.V. (incorporated by reference to Exhibit
10.22 to the Registrant's Annual Report on Form 10-K
for the fiscal year ended August 31, 1994).
10.28** Amendment dated as of July 11, 1995 to the Agreement
dated June 2, 1988, as amended as of June 13, 1989,
September 19, 1991 and as of June 13, 1994 between King
World F.S.C. Corporation and Unilever N.V. (incorporat-
ed by reference to Exhibit 10.24 to the Registrant's
Annual Report on Form 10-K for the fiscal year ended
August 31, 1995).
10.29* Amendment dated as of September 1, 1996 to the Agree-
ment dated June 2, 1988, as amended as of June 13,
1989, September 19, 1991, June 13, 1994 and July 11,
1995 between King World F.S.C. Corporation and Unilever
N.V. (incorporated by reference to Exhibit 10.28 to the
Registrant's Annual Report on Form 10-K for the fiscal
year ended August 31, 1996).
21.1. List of Subsidiaries of the Registrant.
23.1. Consent of Independent Public Accountants.
__________________________
* Certain information in this exhibit is deleted pursuant to an order of
the Securities and Exchange Commission granting confidential treatment.
** Certain information in this exhibit is deleted pursuant to a request
to the Securities and Exchange Commission for confidential treatment.
<PAGE 58>
(b) Reports on Form 8-K filed during the last quarter of the
fiscal year ended August 31, 1997:
None.
For the purposes of complying with the amendments to the
rules governing Form S-8 under the Securities Act of 1933, as amended,
the undersigned registrant hereby undertakes as follows, which under-
taking shall be incorporated by reference into registrant's Registra-
tion Statement on Form S-8 No. 33-30695 (filed August 24, 1990):
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, offi-
cers and controlling persons of the registrant pursuant to
the foregoing provisions, or otherwise, the registrant has
been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforce-
able. In the event that a claim for indemnification against
such liabilities (other than for the payment by the regis-
trant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful
defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection
with the securities being registered, the registrant will,
unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemni-
fication by it is against public policy as expressed in the
Act and will be governed by the final adjudication of such
issue.
<PAGE 59>
SIGNATURES
__________
Pursuant to the requirements of Section 13 or 15(d) 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.
Date: November 24, 1997 KING WORLD PRODUCTIONS, INC.
By /s/ Steven A. LoCascio
Steven A. LoCascio
Senior Vice President and
Chief Financial Officer
Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons on behalf
of the Registrant and in the capacities and on the dates indicated.
Signature Title Date
_________ _____ ____
/s/ Michael King Vice Chairman and November 24, 1997
Michael King Chief Executive Officer
and Director (principal
executive officer)
/s/ Roger King Director November 18, 1997
Roger King
/s/ Diana King Director November 18, 1997
Diana King
/s/ Richard King Director November 18, 1997
Richard King
/s/ Ronald S. Konecky Director November 21, 1997
Ronald S. Konecky
/s/ James M. Rupp Director November 23, 1997
James M. Rupp
<PAGE 60>
/s/ Joel Chaseman Director November 19, 1997
Joel Chaseman
/s/ Steven A. LoCascio Senior Vice President November 24, 1997
Steven A. LoCascio and Chief Financial
Officer (principal
financial and accounting
officer)
<PAGE #>
EXHIBIT INDEX
_____________
Exhibit
No. Description Page
_______ ___________ ____
3.1. Registrant's Restated Certificate of Incorporation (in-
corporated by reference to Exhibit 3.1 to the
Registrant's Registration Statement No. 2-93987).
3.2. Certificate of Amendment to the Registrant's Restated
Certificate of Incorporation (incorporated by reference
to Exhibit 3.3 to the Registrant's Registration State-
ment No. 33-8357).
3.3. Registrant's By-laws, as amended through June 25, 1997.
10.1. Agreement dated July 12, 1984 between Leo A. Gutman,
Inc. and the Registrant with exhibits (incorporated by
reference to Exhibit 10.3 to the Registrant's Registra-
tion Statement No. 2-93987).
10.2. Agreements dated August 6, 1970, July 31, 1970, and
May 29, 1969, between Hal Roach Studios, Inc. and the
Registrant, with amendment dated June 8, 1983 and
exhibits (incorporated by reference to Exhibit 10.5 to
the Registrant's Registration Statement No. 2-93987).
10.3.* Distribution Agreement dated December 15, 1982, between
Califon Productions, Inc. and the Registrant, with
amendment dated July 8, 1983 (incorporated by reference
to Exhibit 10.7 to the Registrant's Registration State-
ment No. 2-93987).
10.4.* Amendment, dated April 23, 1990, to the Distribution
Agreement dated December 15, 1982, between Califon Pro-
ductions, Inc. and the Registrant (incorporated by
reference to Exhibit 10.4 to the Registrant's Annual
Report on Form 10-K for the fiscal year ended August
31, 1995).
10.5.* Distribution Agreement dated November 1, 1983, between
Califon Productions, Inc. and the Registrant, with
amendment dated March 26, 1984 (incorporated by refer-
ence to Exhibit 10.9 to the Registrant's Registration
Statement No. 2-93987).
___________________________
* Certain information in this exhibit is deleted pursuant to an order of
the Securities and Exchange Commission granting confidential treatment.
<PAGE #>
Exhibit
No. Description Page
_______ ___________ ____
10.6. Employment Agreement, dated December 20, 1995, between
Mr. Roger King and the Registrant (incorporated by ref-
erence to Exhibit 10.1 to the Registrant's Quarterly
Report on Form 10-Q for the fiscal quarter ended Febru-
ary 29, 1996).
10.7. Employment Agreement, dated December 20, 1995, between
Mr. Michael King and the Registrant (incorporated by
reference to Exhibit 10.2 to the Registrant's Quarterly
Report on Form 10-Q for the fiscal quarter ended Febru-
ary 29, 1996).
10.8. Employment Agreement, date as of June 6, 1997 between
Jules Haimovitz and the Registrant (incorporated by
reference to Exhibit 10.2 to the Registrant's Quarterly
Report on Form 10-Q for the fiscal quarter ended May
31, 1997).
10.9. Employment Agreements between the Registrant and the
individuals named below:
Name of Employee
or Consultant Date of Agreement
________________ _________________
Steven Hirsch . . . . . September 3, 1996
Jonathan Birkhahn . . . September 1, 1996
Michael Spiessbach. . . September 3, 1996
Robert V. Madden. . . . September 3, 1996
(incorporated by reference to Exhibit 10.9
to the Registrant's Annual Report on Form 10-K
for the fiscal year ended August 31, 1996).
10.10. King World Productions, Inc. Retirement Savings Plan
dated September 17, 1992 (incorporated by reference to
Exhibit 10.7 to the Registrant's Annual Report on Form
10-K for the fiscal year ended August 31, 1993).
10.11. 1996 Amended and Restated Stock Option and Restricted
Stock Purchase Plan of the Registrant.
<PAGE #>
Exhibit
No. Description Page
_______ ___________ ____
10.12. Incentive Equity Compensation Plan for Senior Exec-
utives of the Registrant (incorporated by reference to
Exhibit 4.1 to the Registrant's Registration Statement
No. 33-30695).
10.13. Form of Indemnification Agreement between the Regis-
trant and the Registrant's directors (incorporated by
reference to Exhibit 10.15 to the Registrant's Annual
Report on Form 10-K for the fiscal year ended
August 31, 1992).
10.14.* Agreement dated January 30, 1987 between the Registrant
and Harpo, Inc. and amendment thereto dated July 29,
1988 (incorporated by reference to Exhibit 10.12 to the
Registrant's Annual Report on Form 10-K for the fiscal
year ended August 31, 1993).
10.15.* Amendment dated as of October 15, 1989 to the Agreement
dated January 30, 1987 between the Registrant and
Harpo, Inc. (incorporated by reference to Exhibit 10.13
to the Registrant's Annual report on Form 10-K for the
fiscal year ended August 31, 1995).
10.16.* Agreement dated as of March 17, 1994 between the Regis-
trant and Harpo, Inc. (incorporated by reference to 8-
K/A dated May 18, 1994).
10.17.* Agreement dated as of October 6, 1995 between the
Registrant and Harpo, Inc. (incorporated by reference
to Exhibit 10.3 to the Registrant's Quarterly Report on
Form 10-Q/A for the fiscal quarter ended February 29,
1996).
10.18. Stock Option Agreement dated as of January 28, 1991
between the registrant and Oprah Winfrey (incorporated
by reference to Exhibit 10.2 to the Registrant's Regis-
tration Statement No. 33-71696).
10.19. Stock Option Agreement dated as of January 28, 1991
between the registrant and Jeffrey D. Jacobs (incor-
porated by reference to Exhibit 10.3 to the
Registrant's Registration Statement No. 33-71696).
___________________________
* Certain information in this exhibit is deleted pursuant to an order of
the Securities and Exchange Commission granting confidential treatment.
<PAGE #>
Exhibit
No. Description Page
_______ ___________ ____
10.20. Form of Stock Option Agreement between the registrant
and Oprah Winfrey (incorporated by reference to Exhibit
10.19 to the Registrant's Annual report on Form 10-K
for the fiscal year ended August 31, 1995).
10.21. Form of Stock Option Agreement between the registrant
and Jeffrey D. Jacobs (incorporated by reference to
Exhibit 10.20 to the Registrant's Annual report on Form
10-K for the fiscal year ended August 31, 1995).
10.22.** Settlement Agreement, dated as of September 15, 1997,
by and among Califon Productions, Inc. on Jeopardy
Productions, Inc., Sony Pictures Entertainment Inc.,
The Game Show Network, L.P. and the Registrant.
10.23** Letter Agreement, dated October 1, 1991, between Orion
Pictures Corporation and the Registrant, under which
Orion Picture Corporation transferred to the Registrant
trademark, copyright and other property rights as more
fully described therein to the television series enti-
tled "Hollywood Squares" with accompanying Security
Agreement and Assignment.
10.24** Agreement made and entered into on the 14th day of May,
1997, by and between K.W.M., Inc. and Full Moon & High
Tide Productions, Inc., providing the services of
Roseanne.
10.25.* Agreement dated as of June 2, 1988 between King World
F.S.C. Corporation and Unilever N.V. and amendment
thereto dated as of June 13, 1989 (incorporated by
reference to Exhibit 10.20 to the Registrant's Annual
Report on Form 10-K for the fiscal year ended August
31, 1994).
___________________________
* Certain information in this exhibit is deleted pursuant to an order of
the Securities and Exchange Commission granting confidential treatment.
** Certain information in this exhibit is deleted pursuant to a request
to the Securities and Exchange Commission for confidential treatment.
<PAGE #>
Exhibit
No. Description Page
_______ ___________ ____
10.26.* Amendment dated as of September 19, 1991 to the Agree-
ment dated as of June 2, 1988 between King World F.S.C.
Corporation and Unilever N.V.
10.27* Amendment dated June 13, 1994 to the Agreement dated
June 2, 1988, as amended as of June 13, 1989 and Sep-
tember 19, 1991, between King World F.S.C. Corporation
and Unilever N.V. (incorporated by reference to Exhibit
10.22 to the Registrant's Annual Report on Form 10-K
for the fiscal year ended August 31, 1994).
10.28* Amendment dated as of July 11, 1995 to the Agreement
dated June 2, 1988, as amended as of June 13, 1989,
September 19, 1991 and as of June 13, 1994 between King
World F.S.C. Corporation and Unilever N.V. (incorporat-
ed by reference to Exhibit 10.24 to the Registrant's
Annual Report on Form 10-K for the fiscal year ended
August 31, 1995).
10.29* Amendment dated as of September 1, 1996 to the Agree-
ment dated June 2, 1988, as amended as of June 13,
1989, September 19, 1991, June 13, 1994 and July 11,
1995 between King World F.S.C. Corporation and Unilever
N.V. (incorporated by reference to Exhibit 10.28 to the
Registrant's Annual Report on Form 10-K for the fiscal
year ended August 31, 1996).
21.1. List of Subsidiaries of the Registrant.
23.1. Consent of Independent Public Accountants.
___________________________
* Certain information in this exhibit is deleted pursuant to an order of
the Securities and Exchange Commission granting confidential treatment.