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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported) March 17, 1994
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.)
1700 Broadway, New York, New York 10019
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code 212 315-4000
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Item 5. Other Events.
On March 17, 1994, King World Productions, Inc. (the "Company") and
Harpo, Inc. ("Harpo"), the producer of The Oprah Winfrey Show (the "Series"),
announced that they had entered into an extension and modification of their
existing distribution agreement relating to the distribution of the Series in
the 1995-1996 through the 1999-2000 television seasons. Under the terms of the
modified agreement, the Company has been granted the exclusive right and has
agreed to distribute The Oprah Winfrey Show in first-run syndication in
domestic television markets and in international television markets, subject to
Harpo's and Ms. Winfrey's right to decline to produce and host the show in any
season after the 1995-1996 season. After the 1999-2000 television season,
Harpo will not be obligated to distribute the Series through the Company.
Harpo and Ms. Winfrey have agreed to produce and host the show for the
1995-1996 television season. Ms. Winfrey is subject to certain restrictions on
her ability to appear in television shows with the same or similar format as
The Oprah Winfrey Show licensed to other companies until the 2000-2001
television season. In the event of certain corporate transactions constituing
a "change in control" of the Company under the modified agreement, Harpo has
the right to terminate such restrictions and, under certain circumstances,
receive additional consideration for producing the Series.
The modified agreement establishes the production fees payable to
Harpo in each of the subject seasons and commits the Company to guaranty
payments to Harpo at levels which, commencing in 1995-1996, will be
substantially higher than those currently in effect. 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.
In addition, the Company has granted Ms. Winfrey and an associate
options to purchase an aggregate 500,000 shares of the Company's Common Stock
at an exercise price equal to $33 5/8. The Company has also agreed to grant
additional options to purchase an aggregate 250,000 shares for each season after
the 1995-1996 season in which the Series is produced, at an exercise price
equal to the closing price of the Common Stock on the date Harpo elects to
produce the Series for such season.
The financial arrangements in the modified agreement are less
favorable to the Company than those contained in prior agreements between the
Company and Harpo and, unless offset by significant increases in license fees
paid for the Series in
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forthcoming seasons, increased barter revenues from the Series or both, the
Company's net income derived from the Series will decline in the coming years.
However, the Company believes that the modified arrangements provide Harpo and
Ms. Winfrey additional incentives to continue to produce and host the Series
for the 1995-1996 and subsequent broadcast seasons and that the Series will
continue to be an important and profitable distribution property for the
Company.
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Item 7. Financial Statements, Pro Forma Financial Information
and Exhibits.
(c) Exhibits.
99.1 Press Release dated March 17, 1994 captioned
"Harpo and King World Announce Extension of
The Oprah Winfrey Show."
99.2* Letter Agreement dated March 17, 1994 between
Harpo, Inc. and the Company.
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* Certain information in this exhibit is deleted pursuant to a request to
the Securities and Exchange Commission for confidential treatment.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
KING WORLD PRODUCTIONS, INC.,
By: /s/ Stephen W. Palley
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Name: Stephen W. Palley
Title: Executive Vice President
and Chief Operating
Officer
Date: March 18, 1994
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INDEX TO EXHIBITS
Exhibit Description Page No.
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99.1 Press Release dated March 17, 1994
captioned "Harpo and King World
Announce Extension of The Oprah
Winfrey Show."
99.2* Letter Agreement dated March 17,
1994 between Harpo, Inc. and the
Company.
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* Certain information in this exhibit is deleted pursuant to a request to
the Securities and Exchange Commission for confidential treatment.
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