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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
Amendment No. 1 to
/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 No.)
incorporation or organization)
1700 Broadway
New York, New York 10019
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 212 315-4000
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports) and (2) has been subject to such filing
requirements for the past 90 days. Yes X No
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date. Common Stock, $.01 par value,
37,490,595 shares outstanding as of April 4, 1996.
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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 31,582,112 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
- ----- ------- ----------- ---------
21,482,874 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
- ------ -----------
10.3* 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
July 25, 1996
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EXHIBIT INDEX
Exhibit
No. Description Page
- ------- ----------- ----
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.