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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended February 29, 1996
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Transition Period from _____ to _____
Commission File Number 1-9244
KING WORLD PRODUCTIONS, INC.
(Exact name of registrant as specified in its charter)
Delaware 13-2565808
(State or other jurisdiction of (I.R.S. Employer Identification
incorporation or organization) No.)
1700 Broadway
New York, New York 10019
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 212 315-4000
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports) and (2) has been subject to such filing
requirements for the past 90 days. Yes X No
--- ---
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date. Common Stock, $.01 par value,
37,490,595 shares outstanding as of April 4, 1996.
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KING WORLD PRODUCTIONS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
ASSETS
(Dollars in thousands)
February 29, August 31,
1996 1995
---- ----
(Unaudited)
CURRENT ASSETS:
Cash and cash equivalents ............ $ 401,893 $ 446,896
Accounts receivable (net of
allowance for doubtful accounts of
$4,196 at February 29, 1996 and
August 31, 1995) ................. 75,027 51,356
Producer loans, advances and
deferred costs ..................... 82,550 90,085
Other current assets ................. 1,882 506
--------- ---------
Total current assets ........ 561,352 588,843
--------- ---------
LONG-TERM INVESTMENTS, at cost,
which approximates market ........ 126,830 82,129
--------- ---------
FIXED ASSETS, at cost .................... 13,180 12,955
Less - accumulated depreciation
and amortization ..................... (10,093) (9,703)
--------- ---------
3,087 3,252
--------- ---------
PRODUCER ADVANCES
AND OTHER ASSETS ..................... 96,346 12,562
--------- ---------
$ 787,615 $ 686,786
========= =========
The accompanying Notes to Consolidated Financial Statements
are an integral part of these balance sheets.
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KING WORLD PRODUCTIONS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS (continued)
LIABILITIES AND STOCKHOLDERS' EQUITY
(Dollars in thousands)
February 29, August 31,
1996 1995
---- ----
(Unaudited)
CURRENT LIABILITIES:
Accounts payable and
accrued liabilities ............. $ 16,940 $ 11,070
Payable to producers and others ..... 78,523 74,349
Income taxes payable ................ 31,040 25,630
--------- ---------
Total current liabilities .... 126,503 111,049
--------- ---------
STOCKHOLDERS' EQUITY:
Preferred stock, $.01 par value;
5,000,000 shares authorized,
none issued ..................... -- --
Common stock, $.01 par value;
75,000,000 shares autho-
rized, 50,134,089 shares
and 49,893,745 shares issued
at February 29, 1996 and
August 31, 1995, respectively ... 501 499
Paid-in capital ..................... 94,177 87,628
Retained earnings ................... 861,475 782,651
Treasury stock, at cost; 13,141,394
shares at February 29, 1996 and
August 31, 1995 ................... (295,041) (295,041)
--------- ---------
661,112 575,737
--------- ---------
$ 787,615 $ 686,786
========= =========
The accompanying Notes to Consolidated Financial Statements
are an integral part of these balance sheets.
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KING WORLD PRODUCTIONS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
Three Months Ended Six Months Ended
------------------ ----------------
Feb. 29, Feb. 28, Feb. 29, Feb. 28,
1996 1995 1996 1995
---- ---- ---- ----
(Dollars in thousands except per share data)
REVENUES ........................ $176,784 $143,732 $338,923 $290,816
-------- -------- -------- --------
EXPENSES:
Producers' fees, programming
and other direct
operating costs ............. 108,040 85,334 206,131 173,772
Selling, general and
administrative expenses ..... 19,575 17,734 38,046 35,803
-------- -------- -------- --------
127,615 103,068 244,177 209,575
-------- -------- -------- --------
Income from operations ...... 49,169 40,664 94,746 81,241
INTEREST AND
DIVIDEND INCOME ............... 6,224 5,052 12,907 9,030
NONRECURRING GAIN - Sale of
Buffalo Broadcasting Co. Inc. -- -- 14,060 --
-------- -------- -------- --------
Income before provision
for income taxes .......... 55,393 45,716 121,713 90,271
PROVISION FOR INCOME TAXES ...... 20,231 15,825 42,889 32,512
-------- -------- -------- --------
Net income .................. $ 35,162 $ 29,891 $ 78,824 $ 57,759
======== ======== ======== ========
PRIMARY EARNINGS PER
SHARE ......................... $ .93 $ .80 $ 2.10 $ 1.55
======== ======== ======== ========
The accompanying Notes to Consolidated Financial Statements
are an integral part of these statements.
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KING WORLD PRODUCTIONS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
Six Months Ended
----------------
Feb. 29, Feb. 28,
1996 1995
---- ----
(Dollars in thousands)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income ........................... $ 78,824 $ 57,759
Items not affecting cash:
Gain on sale of Buffalo
Broadcasting Co. Inc. ......... (14,060) --
Depreciation and amortization ... 390 301
Change in assets and liabilities:
Accounts receivable ............. (23,645) (14,538)
Producer loans, advances and
deferred costs ................ (72,466) (4,434)
Accounts payable and accrued
liabilities ................... 5,870 (654)
Payable to producers and others . 8,431 6,612
Income taxes payable ............ 5,411 (2,801)
Other, net ...................... (5,185) (497)
--------- ---------
Net cash (used in) provided by
operating activities ............... (16,430) 41,748
--------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
(Increase) decrease in investments ... (44,701) 20,347
Proceeds from sale of Buffalo
Broadcasting Co. Inc. .............. 9,802 --
Additions to fixed assets ............ (225) (1,088)
--------- ---------
Net cash (used in) provided by
investing activities ............... (35,124) 19,259
--------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of common stock 6,551 3,080
Purchase of treasury stock ........... -- (6,111)
--------- ---------
Net cash provided by (used in)
financing activities ............... 6,551 (3,031)
--------- ---------
NET (DECREASE) INCREASE IN CASH AND
CASH EQUIVALENTS ..................... (45,003) 57,976
CASH AND CASH EQUIVALENTS AT BEGINNING
OF PERIOD ............................ 446,896 341,857
--------- ---------
CASH AND CASH EQUIVALENTS AT END
OF PERIOD ............................ $ 401,893 $ 399,833
========= =========
The accompanying Notes to Consolidated Financial Statements
are an integral part of these statements.
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KING WORLD PRODUCTIONS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(1) Summary of significant accounting policies
Principles of consolidation
The accompanying consolidated financial statements include the
accounts of King World Productions, Inc. ("King World") and its wholly-owned
subsidiaries. All significant intercompany transactions have been eliminated.
Unless the context suggests otherwise, the "Company", as used herein, means King
World and its subsidiaries.
The unaudited consolidated financial statements for the six
months and three months ended February 29, 1996 have been prepared in accordance
with the instructions to Form 10-Q and include, in the opinion of management,
all adjustments (consisting only of normal recurring accruals) necessary for a
fair presentation of the results of operations for such periods. They do not,
however, include all of the information and disclosures required by generally
accepted accounting principles for complete financial statements. For further
information, reference is made to the consolidated financial statements for the
fiscal year ended August 31, 1995 and the footnotes related thereto included in
the Company's Annual Report on Form 10-K from which the August 31, 1995 balances
presented herein have been derived. The results of operations for the six months
and three months ended February 29, 1996 are not necessarily indicative of the
results of operations for the full year.
Revenue recognition
License fees from first-run syndicated television properties
are recognized at the commencement of the license period pursuant to
noncancelable agreements and as each show is made available to the licensee via
satellite transmission. Because transmission to the satellite takes place, on
the 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
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KING WORLD PRODUCTIONS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(1) Summary of significant accounting policies (continued)
adjusted for expected ratings. That portion of recognized revenue that is to be
paid to the producers and owners of the licensed program material is accrued as
the license fees are earned.
License fees for non-first-run syndicated properties are
recognized at the gross contract amount (net of discount to present value for
license periods greater than one year) at the commencement of the license
period.
Principal properties
The Company's principal properties are licenses to distribute
The Oprah Winfrey Show, Wheel of Fortune and Jeopardy!; and Inside Edition, a
first-run syndicated series produced and distributed by the Company. The Oprah
Winfrey Show accounted for approximately 38% and 36% of revenues for the six
months ended February 29, 1996 and February 28, 1995, respectively; Wheel of
Fortune accounted for approximately 19% and 21% of revenues for such periods;
Jeopardy! accounted for approximately 16% and 18% of revenues for such periods;
and Inside Edition accounted for approximately 8% of revenues for each such
period.
Stockholders' equity
Primary earnings per share has been computed using the
weighted average number of common shares outstanding of 37,698,000 and
37,156,000, respectively, for the three months ended February 29, 1996 and
February 28, 1995 and 37,484,000 and 37,259,000, respectively, for the six
months ended February 29, 1996 and February 28, 1995, which include the dilutive
effect from the assumed exercise of vested and unvested stock options
outstanding as of the end of each such period. The difference between primary
and fully diluted earnings per share for all periods presented was not
significant.
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KING WORLD PRODUCTIONS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(2) Nonrecurring gain - sale of Buffalo Broadcasting Co. Inc.
In October 1995, the Company closed its agreement to sell
WIVB-TV, the CBS-affiliated VHF television station in Buffalo, New York, to LIN
Television Corporation for $95 million in cash. As a result of this transaction,
the Company recorded a nonrecurring gain of approximately $14.1 million, of
which approximately $9.8 million represents cash proceeds to the Company from
the sale. The remaining $4.3 million of such gain represents the reversal of
previously recognized accounting losses (with no associated income tax effect)
in excess of the Company's original investment.
(3) Producer advances
On January 2, 1996, the Company paid Harpo, Inc. ("Harpo"),
the producer of The Oprah Winfrey Show, two advances of $65 million each against
its aggregate minimum participation payments for the 1996-1997 and 1997-1998
broadcast seasons. Based on the license agreements in place for the seasons
covered by such advances, the Company believes that revenues from the series
will be sufficient to enable the Company to recoup such advances. Such advances
are refundable to the Company by Harpo and Ms. Winfrey if King World terminates
such license agreements with Harpo due to Harpo's failure to deliver episodes of
The Oprah Winfrey Show.
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Item 2. Management's Discussion and Analysis of
Results of Operations and Financial Condition
RESULTS OF OPERATIONS
COMPARISON OF SIX MONTHS AND THREE MONTHS ENDED FEBRUARY 29, 1996
AND FEBRUARY 28, 1995
Revenues
Revenues for the first six months of fiscal 1996 increased by
approximately 17% compared to the first six months of the prior fiscal year.
Such increase was primarily due to increased cash license fees from The Oprah
Winfrey Show and an increase in revenues derived from the sale of retained
advertising time 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, the Company's
direct response marketing subsidiary, increased substantially in the first six
months of fiscal 1996 compared with the first six months of fiscal 1995, due
primarily to the successful telemarketing campaigns for the Wild America video
series and the Sears Craftsman Robogrip pliers. King World Direct operates in a
seasonal business with revenues heavily reliant on the Christmas selling season.
Consequently, King World Direct's revenues and earnings have historically been
higher in the Company's second fiscal quarter than in the first, third and
fourth fiscal quarters. For the three months ended February 29, 1996, the
Company's revenues were approximately 23% higher than the three months ended
Febru- ary 28, 1995, due primarily to the same factors as those discussed above
for the six month period.
The Oprah Winfrey Show, Wheel of Fortune, Jeopardy! and Inside
Edition accounted for approximately 38%, 19%, 16% and 8%, respectively, of the
Company's revenues for the first six months of fiscal 1996 compared to 36%, 21%,
18% and 8%, respectively, for the first six months of fiscal 1995. American
Journal accounted for approximately 4% of the Company's revenues for the first
six months in each of fiscal 1996 and fiscal 1995, and Rolonda accounted for
approximately 2% of the Company's revenues for the first six months of fiscal
1996 and 3% for the first six months of fiscal 1995. King World Direct accounted
for approximately 7% of the Company's revenues for the first six months of
fiscal 1996 and 1% for the first six months of fiscal 1995.
For the three months ended February 29, 1996, The Oprah
Winfrey Show, Wheel of Fortune, Jeopardy! and Inside Edition accounted for
approximately 36%, 18%, 16% and 8%, respectively, of the Company's revenues
compared to 36%, 21%, 18% and 8%, respectively, for the three months ended
February 28, 1995. American Journal accounted for approximately 4% of the
Company's
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revenues for each of the three months ended February 29, 1996 and February 28,
1995, and Rolonda accounted for approximately 2% of the Company's revenues for
the three months ended February 29, 1996 and 3% for the three months ended
February 28, 1995. King World Direct accounted for approximately 10% of the
Company's revenues for the three months ended February 29, 1996 and 2% for the
three months ended February 28, 1995.
Producers' fees, programming and other direct operating costs
Producers' fees, programming and other direct operating costs
primarily include the producers' share of both cash license fees from the sale
of programming to television stations and revenues derived from the sale of
retained advertising time to advertisers with respect to programming 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 share of license fees
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
increased by approximately 19% in the first six months of fiscal 1996 compared
to the first six months of 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. For the three months ended February 29, 1996, producers'
fees, programming and other direct operating costs increased by approximately
27% compared to the three months ended February 28, 1995, due primarily to the
same factors as those discussed above for the six month period.
Selling, general and administrative expenses
In December 1995, the Company entered into new employment
agreements with its President and Chief Executive Officer and its Chairman of
the Board. The agreements provide, among other things, for annual
performance-based bonuses, including bonuses payable upon the introduction of
new shows and bonuses which vary depending on the Company's net income and
Common Stock price during preestablished measurement periods. As a result, the
Company's compensation expense will increase if the Company introduces a new
series in syndication, if the Company's net income increases or if the Common
Stock price exceeds the specified levels during the applicable measurement
periods. The Company has recognized the proportionate share of certain of these
bonuses in its operating results for the first and second quarters of fiscal
1996.
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Selling, general and administrative expenses for the first six
months and second quarter of fiscal 1996 increased by approximately 6% and 10%,
respectively, from the corresponding periods of fiscal 1995. Such increases were
primarily due to an increase in executive compensation costs, as discussed
above, and development and promotional costs associated with Off the Hook, a
first-run strip series possibly to be produced and distributed by the Company
for debut in the 1996-1997 television season.
Net income and primary earnings per share
Due to the factors discussed above, the Company's operating
income for the six months and three months ended February 29, 1996 increased by
approximately 17% and 21%, respectively, compared to the corresponding period of
the prior year. 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 Broadcasting Co. Inc. ("Buffalo") to LIN Television Corporation.
Net income increased by approximately $21.1 million, or 36%,
for the six months ended February 29, 1996, 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 the first six months of fiscal 1996 was lower than in the
first six months of fiscal 1995, due principally to the nontaxability of a
portion of the Buffalo gain. Primary earnings per share increased by $.55 per
share, or approximately 35%, to $2.10 per share in the six months ended February
29, 1996 as a result of the increase in net income. Excluding the nonrecurring
gain on the sale of Buffalo, net income increased by approximately $10.8
million, or 19%, for the six months ended February 29, 1996, and primary
earnings per share increased by $.28 per share, or approximately 18%, for such
period to $1.83 per share.
For the three months ended February 29, 1996, net income
increased by approximately $5.3 million, or 18%, reflecting the increase in
operating income and higher interest income earned on the Company's cash and
investments, offset by a slightly higher effective tax rate for the fiscal 1996
second quarter as compared to the fiscal 1995 second quarter. Primary earnings
per share increased by $.13 per share, or approximately 16%, to $.93 in the
three months ended February 29, 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
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or the unavailability of new programming or talent. Moreover, the amount of
revenue derived from the sale of retained advertising time is dependent upon a
large number of factors, such as household ratings, the demographic composition
of the viewing audience and economic conditions in general and in the
advertising business in particular.
Due to the success of the shows distributed by the Company and
in order to mitigate the influence of some of the factors referred to above, the
Company has been obtaining multi-year licenses and license renewals from
television stations for its principal distribution properties, extending as far
into the future as the 1999-2000 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 1994- 1995 broadcast season. All such licenses
and renewals are contingent upon the continued production of the series by their
respective producers through the broadcast seasons for which the licenses run.
The Company believes that the impact of inflation on its
operations has not been significant.
LIQUIDITY AND CAPITAL RESOURCES
The Company requires capital resources to fund development,
production and promotion costs of independently produced programming, including,
in some instances, advances to producers and talent, to produce its own programs
and to acquire distribution rights to new programming. In acquiring distribution
rights from independent producers, King World has tried to avoid making
significant capital commitments to such producers until it has obtained
broadcast commitments from a substantial number of television stations. As a
result of this strategy and the success of its existing syndication properties,
to date, King World has funded substantially all programming acquisition,
development and production costs and advances from its operations.
As King World has developed and produced its own programming
for syndication, it has assumed a greater portion of the risk associated with
the introduction of new series. The introductions of American Journal and The
Les Brown Show at the commencement of the 1993-1994 broadcast season, and
Rolonda, which premiered in January 1994, have necessitated the expenditure by
King World of substantial amounts to fund development, production and promotion
costs. The Company has funded and intends to continue to fund such costs out of
its internal cash resources.
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The distribution of television programming is highly
competitive and the Company may be obliged to offer, among other things,
guarantees and cash advances to acquire, renew or extend distribution rights.
Under the terms of the Company's agreement with Harpo, the Company has the
exclusive right, and has agreed, to distribute episodes of The Oprah Winfrey
Show produced through the 1999-2000 television season, subject to Harpo's and
Ms. Winfrey's right to decline to produce and host the show in any season after
the 1995-1996 season. To date, Harpo and Ms. Winfr- ey have committed to produce
and host the show through the 1997- 1998 broadcast season. Under the agreement,
the Company has, among other things, agreed to pay Harpo production fees and to
guarantee participation payments to Harpo at levels which, commencing with the
1995-1996 season, are substantially higher than those previously in effect. In
addition, in the 1997-1998 season and thereafter, the 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. The Company has paid Harpo a $60 million
advance against its minimum participation payments for the 1995-1996 broadcast
season. As of February 29, 1996, approximately $6.5 million of such advance has
yet to be recouped. In addition, on January 2, 1996, the Company paid Harpo two
advances of $65 million each against its aggregate minimum participation
payments for the 1996-1997 and 1997-1998 broadcast seasons. Based on the license
agreements in place for the seasons covered by such advances, the Company
believes that revenues from the series will be sufficient to enable the Company
to recoup such advances. Such advances are refundable to the Company by Harpo
and Ms. Winfrey if King World terminates the agreement due to Harpo's failure to
deliver episodes of the series.
From time to time, the Company has used cash reserves and/or
borrowed funds 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 development and production 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.
In December 1992, the Company announced that the Board of
Directors had approved a program to repurchase up to 2,000,000 shares of its
Common Stock from time to time in the open market and in privately negotiated
transactions. Through April 4, 1996, 1,698,800 shares of Common Stock were
repurchased in open market transactions, for aggregate consideration of
approximately $59.8 million (or approximately $35.20 per share), leaving 301,200
shares available for repurchase under such program. The Company intends to
continue to repurchase shares of Common Stock in the
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open market and in privately negotiated transactions if and when
it deems it advantageous to do so.
In October 1995, the Company closed its agreement to sell
WIVB-TV, the CBS-affiliated VHF television station in Buffalo, New York, to LIN
Television Corporation for $95 million in cash. As a result of this transaction,
the Company recorded a nonrecurring gain of approximately $14.1 million, of
which approximately $9.8 million represents cash proceeds to the Company from
the sale. The remaining $4.3 million of such gain represents the reversal of
previously recognized accounting losses (with no associated income tax effect)
in excess of the Company's original investment.
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PART II - OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY-HOLDERS
At the Company's 1996 annual meeting of stockholders, held on
January 19, 1996, an aggregate 29,352,312 shares of Common Stock were present in
person or by proxy. Votes cast for and against, abstentions and broker non-votes
for the matters submitted to a vote of security-holders were as follows:
(i) ELECTION OF DIRECTORS:
Authority
Votes to Vote
Nominee For Withheld
- ------- --- --------
Diana King 31,005,872 576,240
Stephen W. Palley 31,144,170 437,942
Joel Chaseman 31,200,346 381,766
(ii) ADOPTION OF KING WORLD PRODUCTIONS, INC. AMENDED
AND RESTATED STOCK OPTION AND RESTRICTED STOCK PURCHASE
PLAN:
Votes Votes Broker
For Against Abstentions Non-Votes
--- ------- ----------- ---------
14,508,137 11,360,232 104,607 5,609,136
(iii) APPROVAL OF PERFORMANCE BASED COMPENSATION ARRANGEMENTS
WITH THE COMPANY'S FIVE HIGHEST-PAID EXECUTIVE OFFICERS:
(a) Net Income Bonuses of Messrs. Michael King and
Roger King:
Votes Votes Broker
For Against Abstentions Non-Votes
--- ------- ----------- ---------
21,482,876 4,149,780 340,322 5,609,136
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(b) New Series Bonuses of Messrs. Michael King and
Roger King:
Votes Votes Broker
For Against Abstentions Non-Votes
--- ------- ----------- ---------
21,288,164 4,334,676 350,136 5,609,136
(c) New Show Profits Bonuses of Messrs. Michael King
and Roger King:
Votes Votes Broker
For Against Abstentions Non-Votes
--- ------- ----------- ---------
21,267,683 4,360,628 344,665 5,609,136
(d) Supplemental Bonuses of Messrs. Michael King and
Roger King:
Votes Votes Broker
For Against Abstentions Non-Votes
--- ------- ----------- ---------
21,403,194 4,222,826 346,956 5,609,136
(iv) APPOINTMENT OF ARTHUR ANDERSEN LLP AS AUDITORS FOR THE
FISCAL YEAR ENDING AUGUST 31, 1996:
Votes Votes
For Against Abstentions
--- ------- -----------
31,339,019 99,056 144,037
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ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits:
Exhibit
Number Description
10.1. Employment Agreement, dated December 20, 1995, between
Mr. Roger King and the Registrant.
10.2. Employment Agreement, dated December 20, 1995, between
Mr. Michael King and the Registrant.
10.3* Agreement dated as of October 6, 1995 between the
Registrant and Harpo, Inc.
- --------------------------
* Certain information in this exhibit is deleted pursuant to a request to
the Securities and Exchange Commission for confidential treatment.
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/ Steven A. LoCascio
------------------------------------
Steven A. LoCascio
As Interim Chief Financial Officer
and on behalf of the Registrant
April 11, 1996
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EXHIBIT INDEX
Exhibit
No. Description Page
- --- ----------- ----
10.1. Employment Agreement, dated December 20, 19
1995, between Mr. Roger King and Registrant.
10.2. Employment Agreement, dated December 20, 32
1995, between Mr. Michael King and Registrant.
10.3* Agreement dated as of October 6, 1995 between 45
the Registrant and Harpo, Inc.
- --------------------------
* Certain information in this exhibit is deleted pursuant to a request to
the Securities and Exchange Commission for confidential treatment.