SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported) September 24, 1998
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KING WORLD PRODUCTIONS, INC.
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(Exact Name of Registrant as Specified in Charter)
Delaware 1-9244 13-2565808
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(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
12400 Wilshire Boulevard, Los Angeles, California 90025
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (310) 826-1108
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(Former Name or Former Address, if Changed Since Last Report)
Item 5. Other Events.
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On September 24, 1998, King World Productions, Inc. ("King World"),
issued a press release announcing the renewal of THE OPRAH WINFREY SHOW for the
2000-2001 and 2001-2002 broadcast seasons. The renewal was made pursuant to an
amendment to King World's agreement with Harpo, Inc. ("HARPO") for the
distribution of the show.
A copy of the press release is filed herewith as Exhibit 99.1.
Under the terms of King World's agreement with HARPO prior to the
amendment, King World is the exclusive distributor of THE OPRAH WINFREY SHOW
through the 1999-2000 television season, although HARPO is free to make any
other arrangements for the distribution of the show thereafter. Under the
amended agreement, HARPO and Ms. Winfrey have agreed to produce and host the
show for the 2000-2001 and 2001-2002 seasons and to extend the engagement of
King World as the exclusive distributor of the show for those seasons.
Under the amended agreement, King World will receive distribution fees
based on a percentage of the gross revenues generated by the show. Such
distribution fees are significantly less than those applicable to seasons
through the 1999-2000 season, and, as a result, the contribution of THE OPRAH
WINFREY SHOW to King World's net profits and cash flow will decline.
The amendment also contains a guarantee of Harpo's share of the
revenues from the show in amounts that are higher than those applicable to the
1999-2000 broadcast season and provides for the payment by King World of $75
million within 30 days, representing an advance against the minimum
participation payments to HARPO for the 2000-2001 broadcast season, and an
additional $75 million on June 1, 2000, representing an advance against minimum
participation payments to HARPO for the 2001-2002 broadcast season.
Pursuant to the amended agreement, King World granted to Ms. Winfrey
and certain of her associates stock options to purchase an aggregate 1.13
million shares of Common Stock at a price of $26 7/16ths per share. All such
stock options were fully vested at the time of grant and have a term of ten
years.
The agreement contains certain "key man" provisions under which, if
Roger King ceases to serve as King World's senior executive responsible for
supervising the distribution of THE OPRAH WINFREY SHOW before the show has been
licensed to television stations representing at least 70% of the television
households for the 2000-2001 or 2001-2002 broadcast seasons, Harpo has the right
to terminate King World's distribution rights for such seasons, provided that
King World will remain entitled to distribution fees arising from licenses
issued by it prior to such termination.
Item 7. Financial Statements, Pro Forma Financial Information
and Exhibits.
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(c) Exhibits.
99.1 Press Release dated September 24, 1998.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
KING WORLD PRODUCTIONS, INC.,
By: /s/Steven A. LoCascio
Name: Steven A. LoCascio
Title: Senior Vice President and
Chief Financial Officer
Date: September 29, 1998
INDEX TO EXHIBITS
Exhibit Description
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99.1 Press Release dated September 24, 1998.