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 31, 1999
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King World Productions, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 1-9244 13-2565808
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(State or other (Commission (IRS Employer
jurisdiction File Number) Identification No.)
of incorporation)
12400 Wilshire Boulevard
Suite 1200
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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Not applicable
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Page 1
This document consists of 4 pages.
The exhibit index is contained on page 4 of this document.
Item 5. Other Events
On March 31, 1999, King World Productions, Inc. (the "Company"), CBS
Corporation ("Parent") and K Acquisition Corp., a wholly-owned subsidiary of
Parent ("Merger Sub") entered into an Agreement and Plan of Merger (the "Merger
Agreement"), pursuant to which Merger Sub will be merged with and into the
Company, with the Company being the surviving corporation of such merger (the
"Merger"). Upon consummation of the Merger, the separate corporate existence of
Merger Sub will cease, and the existing stockholders of the Company will become
stockholders of Parent in accordance with the terms of the Merger Agreement.
The consideration for the Merger will consist of newly issued shares of
Parent common stock, par value $1.00 per share ("Parent Common Stock"), having
an aggregate value of approximately $2.5 billion, based upon the closing sales
price of $40 13/16 for the Parent Common Stock as reported on the New York Stock
Exchange on March 31, 1999. At the effective time of the Merger, each
outstanding share of common stock, par value $.01 per share, of the Company
("Company Common Stock") will be converted into the right to receive .81 shares
of Parent Common Stock.
Concurrently with the execution of the Merger Agreement, Michael King,
Roger King, Richard King and Diana King (the "Principal Stockholders") entered
into a Stockholders Agreement with Parent whereby the Principal Stockholders
agreed, among other things, to vote their shares of Company Common Stock, which
represents approximately 18% of total shares of Company Common Stock, in favor
of the Merger and against any alternative proposal that may be brought before
the stockholders of the Company for a vote.
The consummation of the Merger is subject to certain conditions,
including approval by the stockholders of the Company. Pursuant to the Merger
Agreement, the Company will prepare and file a proxy statement/prospectus to be
mailed to stockholders in connection with calling a meeting of the stockholders
of the Company to vote on the Merger.
In addition to stockholder approval, the Merger is subject to, among
other conditions, the receipt of all necessary regulatory approvals, including
approvals from the Federal Communications Commission and pursuant to the
Hart-Scott-Rodino Antitrust Improvement Act of 1976, as amended.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits.
Page 2
2.1 Agreement and Plan of Merger, dated March 31, 1999, by and among
the Company, Parent and Merger Sub.
99.1 Press Release, dated March 31, 1999.
Page 3
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, hereunto duly authorized.
KING WORLD PRODUCTIONS, INC.
By: /s/ Jonathan Birkhahn
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Name: Jonathan Birkhahn
Title: Senior Vice President, Business
Affairs & General Counsel
Dated: April 1, 1999
Page 4
EXHIBIT INDEX
Sequentially
Exhibit Numbered
Number Exhibit Page
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2.1 Agreement and Plan of Merger, dated
March 31, 1999, by and among the
Company, Parent and Merger Sub.
99.1 Press Release, dated March 31, 1999.
Page 5