SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[ ] Preliminary Proxy Statement [_] Confidential, for Use of the
[X] Definitive Proxy Statement Commission Only (as permitted
[_] Definitive Additional Materials by Rule 14a-6(e)(2))
[_] Soliciting Material Pursuant
to Rule 14a-11(c) or Rule 14a-12
dick clark productions, inc.
------------------------------------------------
(Name of Registrant as Specified in Its Charter)
------------------------------------------------
(Name of Person(s) Filing Proxy Statement,
if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
<PAGE>
dick clark productions, inc.
----------------------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held November 10, 1998
----------------------------------------
The Annual Meeting of Stockholders of dick clark productions, inc., a
Delaware corporation, will be held at The Penn Club, 30 West 44th Street, 10th
Floor, Tarnopol Room, New York, New York, on Tuesday, November 10, 1998, at
11:30 a.m., local time, for the following purposes:
1. To elect seven members of the Board of Directors to serve
until the next annual meeting and until their successors have
been elected and qualified.
2. To ratify the appointment of Arthur Andersen LLP as dick clark
productions, inc.'s independent accountants for the fiscal
year ending June 30, 1999.
3. To transact such other business as may properly come before
the Annual Meeting or any and all postponements or
adjournments thereof.
Only stockholders of record at the close of business on September 18,
1998, shall be entitled to notice of and to vote at the Annual Meeting or any
and all postponements or adjournments thereof. A complete list of holders of
common stock entitled to vote at the Annual Meeting, arranged in alphabetical
order and showing the address of each stockholder and the number of shares
registered in the name of each stockholder, will be available at the Annual
Meeting and will be available for examination by any stockholder for any purpose
germane to the Annual Meeting during ordinary business hours for a period of ten
days prior to the Annual Meeting at the offices of dick clark productions, inc.,
3003 West Olive Avenue, Burbank, California 91510-7811.
By order of the Board of Directors
LOGO
/s/ Martin Eric Weisberg
Martin Eric Weisberg
Secretary
October 9, 1998
Burbank, California
IMPORTANT
TO ASSURE PROPER REPRESENTATION AT THE ANNUAL MEETING, ALL STOCKHOLDERS ARE
REQUESTED TO FILL IN AND SIGN THE ENCLOSED PROXY CARD AND RETURN IT PROMPTLY IN
THE ACCOMPANYING ENVELOPE.
<PAGE>
dick clark productions, inc.
3003 West Olive Avenue
Burbank, California 91510-7811
---------------
PROXY STATEMENT
---------------
ANNUAL MEETING OF STOCKHOLDERS
November 10, 1998
This Proxy Statement is furnished in connection with the solicitation
by the Board of Directors of dick clark productions, inc., a Delaware
corporation (the "Company"), of proxies for use at the Annual Meeting of
Stockholders (the "Annual Meeting") to be held at The Penn Club, 30 West 44th
Street, 10th Floor, Tarnopol Room, New York, New York, on Tuesday, November 10,
1998, at 11:30 a.m., local time, or any and all postponements or adjournments
thereof, for the purposes set forth in the accompanying Notice of Annual
Meeting.
This Proxy Statement, Notice of Annual Meeting and accompanying proxy
card are first being mailed to stockholders on or about October 9, 1998.
A copy of the Company's Annual Report for the fiscal year ended June
30, 1998 ("fiscal 1998"), is being sent to each stockholder of record as of
September 18, 1998, together with this Proxy Statement.
VOTING SECURITIES
Stockholders of record at the close of business on September 18, 1998,
will be entitled to notice of, and to vote the shares of Common Stock of the
Company, $.01 par value ("Common Stock"), and the shares of Class A Common Stock
of the Company, $.01 par value ("Class A Common Stock"), held by them on such
date, at the Annual Meeting or any and all postponements or adjournments
thereof. The Common Stock and the Class A Common Stock are the Company's only
classes of outstanding voting securities. Each share of Common Stock entitles
the holder thereof to one vote and each share of Class A Common Stock entitles
the holder thereof to ten votes. On September 18, 1998, there were 8,020,828
shares of Common Stock and 787,500 shares of Class A Common Stock outstanding
and entitled to vote at the Annual Meeting.
If the accompanying proxy card is properly signed and returned to the
Company and not revoked, it will be voted in accordance with the instructions
contained therein. Unless contrary instructions are given, the persons
designated as proxy holders in the accompanying proxy card will vote for the
Board of Directors' nominees for director, for ratification of the appointment
of Arthur Andersen LLP as the Company's independent accountants for the fiscal
year ending June 30, 1999 ("fiscal 1999"), and in their own discretion as to all
other matters as may properly come before the
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<PAGE>
Annual Meeting. Each such proxy granted may be revoked by the stockholder giving
such proxy at any time before it is exercised by filing with the Secretary of
the Company, at the address set forth above, a revoking instrument or a duly
executed proxy bearing a later date. The powers of the proxy holders will be
suspended if the person who executed a proxy attends the Annual Meeting in
person and so requests. Attendance at the Annual Meeting will not in itself
constitute revocation of a proxy.
The presence at the Annual Meeting, in person or by proxy, of the
holders of one-third of the aggregate shares of Common Stock and Class A Common
Stock outstanding at the close of business on September 18, 1998, will
constitute a quorum.
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<PAGE>
PROPOSAL 1.
ELECTION OF DIRECTORS
A Board of seven directors is to be elected at the Annual Meeting. The
Board of Directors proposes the election of the following seven nominees to
serve until the next Annual Meeting and until their successors are duly elected
and qualified:
Richard W. Clark
Karen W. Clark
Francis C. La Maina
Enrique F. Senior
Lewis Klein
Jeffrey B. Logsdon
Robert A. Chuck
All of the nominees are present members of the Board of Directors. The
Board has no reason to believe that any of the foregoing nominees will not serve
if elected, but if any of them should become unavailable to serve as a director
or be withdrawn from nomination, and if the Board of Directors shall designate a
substitute nominee, the persons named as proxy holders will vote for the
substitute.
If elected, all nominees are expected to serve until the 1999 Annual
Meeting of Stockholders and until their successors are duly elected and
qualified.
Business Experience of Nominees for Election as Directors
Richard W. Clark
Director since: 1957
Age: 68
Richard ("Dick") W. Clark has been Chairman and Chief Executive
Officer and a director of the Company since its inception. He acts as executive
producer on almost all of the television programs produced by the Company. Mr.
Clark is also Chairman of United Stations Radio Networks Inc., a privately held
radio network. Mr. Clark is the principal stockholder, as well as a director and
executive officer, of Olive Enterprises, Inc., a Pennsylvania corporation
("Olive"). Olive is a company controlled by Mr. Clark. Mr. Clark also acts and
performs on a freelance basis.
Karen W. Clark
Director since: 1977
Age: 56
Karen W. Clark became Vice President--Administration of the Company in
July 1986 and was Secretary of the Company from 1977 to 1987. She serves as
production assistant on many of the
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<PAGE>
Company's television programs and is the Company's administrative coordinator.
Ms. Clark is the wife of Richard W. Clark.
Francis C. La Maina
Director since: 1974
Age: 59
Francis C. La Maina became President of the Company in July 1986. Mr.
La Maina serves as executive in charge of production on all television shows
produced by the Company. From 1977 to 1986, he was Executive Vice President of
the Company, and from 1974 to 1977, he was Vice President--Business Affairs of
the Company. From 1966 to 1974, he served as Controller of the Company and as an
associate producer. Mr. La Maina provides business related services to Mr. Clark
in connection with Mr. Clark's non-Company business ventures and is a director
and executive officer of Olive.
Enrique F. Senior
Director since: 1987
Age: 55
Since November 1982, Mr. Senior has been a Managing Director of Allen &
Company Incorporated, an investment banking firm. For a number of years prior to
November 1982, Mr.
Senior was a Vice President of Allen & Company Incorporated.
Lewis Klein
Director since: 1987
Age: 71
From 1985 to 1993, Mr. Klein was President of Gateway Communications,
Inc. ("Gateway"), a company which owns and operates several television stations.
From 1972 to 1985, Mr. Klein served as Executive Vice President of Gateway, and
he has been a director of Gateway since 1975. Mr. Klein is the founder and past
president of the International Association of Television Program Executives and
is currently President of its Educational Foundation. Since 1952, Mr. Klein has
been a professor at the Temple University School of Communications.
Jeffrey B. Logsdon
Director since: 1996
Age: 46
Since September 1998, Mr. Logsdon has been Managing Director of
Siedler & Co. From August 1996 to August 1998, Mr. Logsdon served as Managing
Director of Cruttenden Roth, Inc., an investment banking and brokerage firm,
where he was Director of Research. From July 1990 to August 1996, Mr. Logsdon
was a Managing Director of The Seidler Companies Incorporated, an investment
banking company, where he served as Director of Institutional Equities.
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<PAGE>
In 1995, Mr. Logsdon was named an All-Star Analyst by The Wall Street Journal
for stocks in the category of cable and broadcasting.
Robert A. Chuck
Director since: 1996
Age: 67
Robert A. Chuck became Vice President--Special Projects of the Company
in April 1993. He worked as a private consultant in the entertainment business
area from December 1992 to March 1993. From January 1990 to November 1992, Mr.
Chuck was Executive Vice President--Administration and Business Affairs of Triad
Artists, Inc., a leading full-service talent agency. He was Executive Vice
President and General Counsel of International Creative Management, Inc.,
another leading full-service talent agency, from 1978 through 1989. Overall, Mr.
Chuck has held various business positions in the entertainment industry for over
30 years.
The Board of Directors recommends that the stockholders
vote FOR each of the nominees to serve as directors until
the next annual meeting and until their successors
have been elected and qualified.
Committees
The Board of Directors has an Audit Committee but does not have a
Nominating Committee or Compensation Committee. The Audit Committee's functions
are to recommend the appointment of independent accountants, review the
arrangements for and scope of the audit by the independent accountants, review
and monitor the Company's policies regarding business ethics and conflicts of
interest and discuss with management and the independent accountants annual
financial statements and key accounting and reporting matters. The Audit
Committee is currently composed of Messrs. Klein and Senior. The Audit Committee
did not meet during fiscal 1998.
Compensation of Directors
Non-employee directors receive an annual fee of $10,000 plus
reimbursements of expenses incurred in connection with attendance at Board of
Directors' meetings.
Meeting of the Board of Directors
The Board of Directors met four times during fiscal 1998. Each director
attended at least 75% of (i) all of the meetings of the Board of Directors
during fiscal 1998 and (ii) all of the meetings of all the Committees on which
he served.
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<PAGE>
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The following tables set forth information concerning the shares of
Common Stock and Class A Common Stock beneficially owned as of September 18,
1998 by (i) each stockholder known to the Company to own beneficially more than
5% of the outstanding shares of either class of its Common Stock; (ii) the
directors during the last fiscal year and nominees for director of the Company;
(iii) the executive officers named in the Summary Compensation Table herein
under "Executive Compensation"; and (iv) all executive officers and directors as
a group. Except as otherwise indicated in the footnotes to the tables below, the
Company believes that the beneficial owners of the Common Stock and Class A
Common Stock, based on information furnished by such owners, have sole
investment power and voting power with respect to such shares.
Common Stock
<TABLE>
<CAPTION>
Percentage
----------
Name and Address Number of Shares of Class
---------------- ---------------- ----------
of Beneficial Owner Beneficially Owned(1)(2) Outstanding
------------------- ----------------------- -----------
<S> <C> <C>
Richard W. Clark(3)..................................... 5,917,575(4) 73.78%
Karen W. Clark(3)....................................... 3,113,775 38.82%
Francis C. La Maina(3).................................. 787,448(5) 9.82%
Kenneth H. Ferguson(8).................................. 7,875 *
Robert A. Chuck(3)...................................... 0 *
William S. Simon(3)..................................... 2,100(6) *
Lewis Klein............................................. 1,575 *
1475 Hampton Road
Rydal, Pennsylvania 19046
Jeffrey B. Logsdon...................................... 1 *
13801 Von Karman, Suite 700
Irvine, California 92715
Enrique F. Senior....................................... 0 *
711 Fifth Avenue
New York, New York 10022
All officers, directors and nominees for director as a
group (nine persons).................................... 6,716,574(7) 83.74%
Charter Oak Partners, L.P. 478,900 5.97%
Class A Common Stock
Richard W. Clark(3)..................................... 708,750 90%
Francis C. La Maina(3).................................. 78,750 10%
All officers, directors and nominees for director as a
group (nine persons -- only two beneficial holders)..... 787,500 100%
</TABLE>
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<PAGE>
* Less than 1%
(1) With the exception of Ms. Clark, and except where otherwise indicated,
all parties listed below have sole voting and investment power over the
shares beneficially owned by them. Pursuant to a voting trust agreement
between Mr. Clark and Ms. Clark, Mr. Clark has the sole voting power
over the shares owned by Ms. Clark.
(2) Does not include shares of Common Stock issuable upon conversion of
Class A Common Stock.
(3) The business address of each of these individuals is 3003 West Olive
Avenue, Burbank, California 91510-7811.
(4) Includes 3,113,775 shares owned by Ms.Clark and 375,270 shares owned by
Olive.
(5) Includes 525 shares owned by Mr. La Maina's wife and options to
purchase 173,723 shares of Common Stock which are currently
exercisable.
(6) Includes options to purchase 2,100 shares of Common Stock which are
currently exercisable.
(7) Includes 175,823 shares of Common Stock subject to options which are
currently exercisable and which may be exercised by certain officers
within 60 days under the Company's 1987 Employee Stock Option Plan.
(8) Mr. Ferguson resigned from his positions with the Company effective
November 7, 1997.
Pursuant to an agreement between Messrs. Clark and La Maina, Messrs.
Clark and La Maina have rights of first refusal to purchase each other's shares
of Common Stock and Class A Common Stock in the event either wishes to sell his
shares to a third party (other than a spouse or lineal descendant) or in a
market transaction. A purchase by Mr. La Maina of shares held by Mr. Clark could
result in a change of control of the Company. Pursuant to an agreement among
Messrs. Clark, La Maina and Ms. Clark, Mr. Clark has rights of first refusal in
the event Ms. Clark wishes to sell her shares to a third party or in a market
transaction and a right of purchase in the event of her death, and Mr. La Maina
has identical rights in the event Mr. Clark does not exercise his rights with
respect to Ms. Clark's shares.
Compliance with Section 16(a) of the Securities Exchange Act of 1934
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's executive officers and directors, and persons who beneficially own
more than 10% of the Company's Common
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<PAGE>
Stock, to file initial reports of ownership and reports of changes in ownership
with the Securities and Exchange Commission ("SEC"). Executive officers,
directors, and greater than 10% beneficial owners are required by SEC
regulations to furnish the Company with copies of all Section 16(a) forms they
file.
Based solely on a review of the copies of such forms furnished to the
Company and written representations from the Company's executive officers and
directors, the Company believes that during fiscal 1998 all Section 16(a) filing
requirements applicable to its executive officers, directors, and greater than
10% beneficial owners were complied with.
EXECUTIVE COMPENSATION AND OTHER INFORMATION
Summary of Cash and Certain Other Compensation
The following table sets forth the annual and long-term compensation
paid by the Company for services rendered in all capacities during the three
years ended June 30, 1998, to the Chief Executive Officer of the Company and
each of the most highly paid executive officers of the Company whose
compensation exceeds $100,000.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Long Term
compensation
awards(1)
Name and Principal Position Annual compensation (1) -------------
------------------------------- Options All other
Year Salary Bonus (Shares) compensation
--------- -------------- -------------- ------------- ---------------
<S> <C> <C> <C> <C> <C>
Richard W. Clark.................... 1998 $975,000 $632,154 (3) -- --
Chairman of the Board and 1997 $950,000 $543,778 (2) -- --
Chief Executive Officer 1996 $950,000 $494,282 (1) -- --
Francis C. La Maina................. 1998 $539,379 $438,103 (3) -- --
President and Chief 1997 $531,313 $379,185 (2) -- --
Operating Officer 1996 $525,000 $345,711 (1) -- --
Kenneth H. Ferguson (4)............. 1998 $55,229 -- -- $56,389 (5)
Vice President of Finance and 1997 $152,761 $25,000 (2) -- --
Chief Financial Officer 1996 $150,000 $30,000 (1) -- --
William S. Simon...................... 1998 $101,538 -- -- --
Vice President of Finance, Treasurer 1997 $71,173 $5,000 (6) $6,000 --
and Chief Financial Officer 1996 $59,163 -- -- --
</TABLE>
(1) Represents bonus compensation earned with respect to fiscal 1996, which was
paid during fiscal 1997.
(2) Represents bonus compensation earned with respect to fiscal 1997, which was
paid during fiscal 1998.
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<PAGE>
(3) Represents bonus compensation earned with respect to fiscal 1998.
(4) Represents compensation for 4 months and 1 week of fiscal 1998. Mr.
Ferguson resigned from his positions with the Company effective November 7,
1997.
(5) Includes vacation and car allowances.
(6) Represent a signing bonus with respect to Mr. Simon's January 29, 1997
employment agreement.
Employment Agreements
The Company and Mr. Clark are parties to an Employment Agreement dated
as of July 1, 1997, pursuant to which Mr. Clark serves as Chairman and Chief
Executive Officer of the Company. The Employment Agreement provides for a five
(5) year term commencing on July 1, 1997 and expiring on June 30, 2002, unless
earlier terminated by the Company or Mr. Clark to the extent permitted by the
Employment Agreement. The Employment Agreement also provides that the term
thereof will be extended for an additional one year, each year, unless sixty
(60) days prior to the end of the then current year (April 1), the Company
notifies Mr. Clark that it does not desire the employment term to extend for an
additional one year. The Employment Agreement provides for a base salary of
$975,000 and a bonus payable upon the Company's achievement of Pre-tax Profits
above $7,000,000 per annum. Such bonus equaled $632,154 for the fiscal year
ended June 30, 1998. The Employment Agreement also provides for various payments
to Mr. Clark should the Company terminate Mr. Clark's employment with the
Company, other than for Cause (as that term is defined in the Employment
Agreement) or materially reduces Mr. Clark's responsibilities.
Mr. La Maina serves as President and Chief Operating Officer of the
Company pursuant to an Employment Agreement dated as of July 1, 1997, which
provides for a five (5) year term commencing on July 1, 1997 and expiring on
June 30, 2002, unless earlier terminated by the Company or Mr. La Maina to the
extent permitted in the Employment Agreement. The Employment Agreement also
provides that the term thereof will be extended for an additional one year, each
year, unless sixty (60) days prior to the end of the then current year (April
1), the Company notifies Mr. La Maina that it does not desire the employment
term to extend for an additional one year. The Employment Agreement provides for
a base salary of $539,379 plus an annual adjustment, if applicable, based upon
the percentage increase in the consumer price index for Los Angeles, California
for the relevant twelve (12) month period. Based on the Company's Pre-tax
Profits above $7,000,000 for a fiscal year, Mr. La Maina is entitled to receive
a bonus payment. Such bonus equaled $438,103 for the fiscal year ended June 30,
1998. The Employment Agreement also provides for various payments to Mr. La
Maina should the Company terminate Mr. La Maina's employment with the Company,
other than for Cause (as that term is defined in the Employment Agreement) or
materially reduces Mr. La Maina's responsibilities or should Mr. La Maina
terminate his employment upon a Change of Control (as such term is defined in
the Employment Agreement). Mr. La Maina was also granted an option on September
1, 1992 to acquire up to 225,450 shares of
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<PAGE>
the Company's Common Stock in accordance with the Company's 1987 Employee Stock
Option Plan. At present, all unexercised options are fully exercisable.
Mr. William S. Simon serves as Chief Financial Officer of the Company
pursuant to an Employment Agreement dated as of September 1, 1998, which
provides for a three (3) year term commencing on September 1, 1998 and expiring
on September 1, 2001, unless earlier terminated by the Company or Mr. Simon to
the extent permitted in the Employment Agreement. The Employment Agreement
provides for an initial annual base salary of $130,000 which amount is subject
to a $10,000 increase for each year of service. Pursuant to the terms of the
Employment Agreement, the Company granted to Mr. Simon an option to purchase
30,000 shares of the Company's Common Stock. A third of the options vest on the
effective date of the Employment Agreement. The vesting is subject to
acceleration in the event of a change of control, as defined in the agreement.
In addition pursuant to the terms of the Employment Agreement, the Company, in
its sole discretion, may award Mr. Simon bonus compensation with respect to any
complete fiscal year during which Mr. Simon provides services to the Company.
The amount of such bonus will be determined by the Company, in its sole and
absolute discretion. Mr. Simon's Employment Agreement contains confidentiality
and nondisclosure provisions relating to the Company's business and all
confidential information developed or made known to him during his term of
employment.
Stock Options
The following table sets forth information with respect to the exercise
of stock options during fiscal 1998 and the options held as of June 30, 1998 by
each of the named executives.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
Number of Unexercised Value of Unexercised
Options in-the-Money Options
at Fiscal Year-End (#) at Fiscal Year-End ($)(1)
----------------------- --------------------------
Name Exercisable Unexercisable Exercisable Unexercisable
---- ----------- ------------ ----------- -------------
<S> <C> <C> <C> <C>
Francis C. La Maina.......... 173,723 0 $1,660,792 0
William S. Simon............. 2,100 4,200 $ 5,817 $11,634
</TABLE>
(1) Represents the difference between the closing market price of the
Common Stock at June 30, 1998 ($13.25 per share) and the exercise price
($3.69 per share for Mr. La Maina and $10.48 per share for Mr. Simon)
of the options.
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<PAGE>
REPORT OF THE BOARD OF DIRECTORS
The report of the Board of Directors shall not be deemed incorporated
by reference by any general statement incorporating by reference this proxy
statement into any filing under the Securities Act of 1933 or under the
Securities Exchange Act of 1934, except to the extent that the Company
specifically incorporates this information by reference, and shall not otherwise
be deemed filed under such Acts.
The principal objectives of the Company's compensation program are to
attract and retain qualified executives, to compensate for experience and
goodwill, and to provide incentives for executives to enhance the profitability
and growth of the Company and thus enhance shareholder value.
During the fiscal year ended June 30, 1998, the Company's executive
compensation program was administered by the Board of Directors. The executive
compensation program consists principally of base salaries, performance bonuses
and stock options.
The following describes components of the Company's executive
compensation program and the related factors considered by the Board in
determining compensation.
Base Salaries. Base salaries are determined after evaluating a number
of factors, including market conditions, job performance and amounts paid to
executives with comparable experience, qualifications and responsibilities. The
Board also intends that salaries be comparable to those paid for similar
positions in other companies of similar size and performance. The length of
service to the Company, experience within the industry, and the goodwill
associated with their names are significant factors involved in the compensation
of the Company's two highest executive officers.
Performance Bonuses. Certain executives receive bonuses based upon the
Company's achievement of specified financial targets. Such bonuses are intended
to ensure that these employees have a continuing interest in the success of the
Company.
Discretionary Bonus. Certain executives receive bonuses based upon such
criteria as the President and Chief Operating Officer of the Company in his sole
and absolute discretion determines appropriate.
Stock Options. The Company, through its Stock Option Committee and
subject to the 1987 Employee Stock Option Plan and the 1996 Stock Option Plan,
awards certain executives incentive stock options which generally vest over a
number of years. The number of shares of Common Stock subject to an executive's
stock option grant is determined with reference to the responsibility and
experience of the executive and competitive conditions. By aligning the
financial interests of the Company's executives with those of the Company's
stockholders, these option awards are intended to be directly related to the
creation of value for stockholders of the Company. The deferred vesting
provisions are designed to create an incentive for the individual executive to
remain with the Company.
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<PAGE>
Benefits. The Company offers basic benefits, such as medical, life and
disability insurance comparable to those provided by similar companies.
BOARD OF DIRECTORS
Richard W. Clark
Karen W. Clark
Francis C. La Maina
Lewis Klein
Enrique F. Senior
Jeffrey B. Logsdon
Robert A. Chuck
Compensation Committee Interlocks and Insider Participation
Messrs. Clark and La Maina and Ms. Clark, each of whom is a director
and an officer of the Company, participated in discussions regarding
compensation of executive officers. Each of the aforementioned individuals
excused himself or herself from any deliberations regarding his or her own
compensation during fiscal 1998.
Messrs. Clark and La Maina are each directors and executive officers
of Olive, a company controlled by Mr. Clark. Messrs. Clark and La Maina
participated in deliberations regarding compensation of Olive's executive
officers. During most of fiscal 1998, Mr. La Maina was also a stockholder of
Olive. His holdings in Olive were acquired by Mr. Clark effective March 31,
1998.
During fiscal 1998, the Company provided management, consulting and
office services to Olive and other companies owned by the Company's principal
stockholders. The net amount paid by Olive and the other companies during fiscal
1998 for such services was $134,000 and $43,000, respectively. The Company
believes that the terms of the foregoing transactions were no less favorable to
the Company than could have been obtained from unaffiliated third parties on an
arms-length basis.
The American Bandstand(R) trademark (the "Mark") was transferred from
Olive to the Company in fiscal 1998 in exchange for $10.00. Olive also loans to
the Company, without charge, certain memorabilia which the Company currently
uses in The American BandstandTM Grill restaurants and the American Bandstand
Dance Club located in Reno, Nevada.
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<PAGE>
Performance Graph
The Performance Graph below shall not be deemed incorporated by
reference by any general statement incorporating by reference this proxy
statement into any filing under the Securities Act of 1933 or under the
Securities Exchange Act of 1934, except to the extent the Company specifically
incorporates this information by reference, and shall not otherwise be deemed
filed under such Acts.
The following graph shows a five-year comparison for the period from
July 1, 1993 to June 30, 1998 of cumulative total stockholder return (including
the reinvestment of any dividends) of $100 invested in (i) the Company, (ii) an
index of peer companies selected by the Company, and (iii) the NASDAQ Market
Index.
STOCK PRICE PERFORMANCE
Comparison of 5 Year Cumulative Return
(Performance Chart omitted)
Measurement Period
(Fiscal Year Covered) DCPI PEER INDEX NASDAQ
- --------------------- ---- ---------- ------
1994 100.00 100.00 100.00
1995 97.22 97.80 129.64
1996 158.33 137.06 157.29
1997 147.22 107.71 167.53
1998 147.22 112.57 268.39
The Company chose its peer group by selecting entertainment companies
other than motion picture companies with revenues under $100 million and stock
prices for two years or more. The peer index includes Granite Broadcasting, J2
Communications, Kushner-Locke Company, Matthews Studio Equipment Group, Rentrak
Corporation, Todd-AO Corporation, Showscan Corporation, and Unitel Video. The
peer group index included in this graph reflects the omission of Lancit Media
Entertainment, which has been acquired by RCN Corporation. Due to the unique
composition and nature of the Company's businesses, the Company believes that
the peer group index may not provide a meaningful comparison to comparable
businesses.
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<PAGE>
CERTAIN TRANSACTIONS
The Company is a tenant under a triple net lease (the "Lease") with
Olive, covering the premises occupied by the Company in Burbank, California. The
Lease provides for a term ending on December 31, 2000 at a per annum rent of
$516,000 payable monthly commencing September 1, 1989, with adjustments based on
the Consumer Price Index every 24 months. In fiscal 1998, the Company paid
$625,000 under this lease agreement.
The Company subleases a portion of the space covered by the Lease to
Olive and to third parties owned by Messrs. Clark and La Maina on a
month-to-month basis. The Company also pays Olive for certain storage services
at a warehouse owned by Olive, for which the Company paid Olive $151,000 in
fiscal 1998. The Company believes that the terms of the Lease, the subleases to
Olive and to third parties and the warehouse services arrangement are no less
favorable to the Company than could have been obtained from unaffiliated third
parties on an arms-length basis.
Mr. Clark is actively involved in the Company's television programming
and many of the programs involve the executive producing services and creative
talent of Mr. Clark. Mr. Clark's services are not exclusive to the Company.
The Company pays Mr. Clark for his services as a performer on Company
programs and for any use of his name and likeness in connection with activities
outside the television and motion picture business. Compensation paid by the
Company to Mr. Clark as a performer or for such use of his name and likeness is
based on industry standards for performers of his stature. In fiscal 1998, 1997
and 1996 the Company paid Mr. Clark $687,000, $435,000 and $735,000
respectively, for his services as a performer on Company programs.
See "Compensation Committee Interlocks and Insider Participation" for
descriptions of certain business arrangements between the Company and Olive.
PROPOSAL 2.
APPOINTMENT OF INDEPENDENT ACCOUNTANTS
The Board of Directors of the Company has appointed Arthur Andersen
LLP as the Company's independent accountants for fiscal 1999.
Representatives of Arthur Andersen LLP will be present at the Annual
Meeting to respond to appropriate questions and to make such statements as they
may desire.
Ratification of the appointment of Arthur Andersen LLP as the
Company's independent accountants for fiscal 1999 will require the affirmative
vote of at least a majority of the votes of the shares of Common Stock and Class
A Common Stock represented in person or by proxy and entitled to vote at the
Annual Meeting.
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<PAGE>
The Board of Directors recommends that the stockholders
vote FOR ratification of the appointment of
Arthur Andersen LLP as the Company's
independent accountants for fiscal 1999
ALL OTHER MATTERS WHICH MAY COME BEFORE THE ANNUAL MEETING
As of the date of this Proxy Statement, the Company knows of no
business that will be presented for consideration at the Annual Meeting other
than that which has been referred to above. As to other business, if any, that
may come before the Annual Meeting, it is intended that proxies in the enclosed
form will be voted in accordance with the judgment of the proxy holder.
STOCKHOLDER PROPOSALS FOR THE NEXT ANNUAL MEETING
Any proposal of a stockholder intended to be presented at the
Company's 1999 Annual Meeting of Stockholders must be received by the Secretary
of the Company, for inclusion in the notice of meeting and proxy statement
relating to the 1999 Annual Meeting, by August 1, 1999.
ADDITIONAL INFORMATION
The cost of soliciting proxies in the enclosed form will be borne by
the Company. Officers and regular employees of the Company may, but without
compensation other than their regular compensation, solicit proxies by further
mailing, personal conversations, or by telephone or telegraph. The Company will,
upon request, reimburse brokerage firms and others for their reasonable expenses
in forwarding solicitation material to the beneficial owners of its Common
Stock.
By order of the Board of Directors
LOGO
/s/ Martin Eric Weisberg
Martin Eric Weisberg
Secretary
October 9, 1998
<PAGE>
PROXY PROXY
- ----- -----
dick clark productions, inc.
(Solicited on behalf of the Board of Directors)
The undersigned holder of Common Stock of dick clark productions, inc.,
revoking all proxies heretofore given, hereby constitutes and appoints Francis
C. La Maina and Martin Eric Weisberg and each of them, Proxies, with full power
of substitution, for the undersigned and in the name, place and stead of the
undersigned, to vote all of the undersigned's shares of said stock, according to
the number of votes and with all the powers the undersigned would possess if
personally present, at the Annual Meeting of Stockholders of dick clark
productions, inc., to be held at The Penn Club, 30 West 44th Street, 10th Floor,
Tarnopol Room, New York, New York on Tuesday, November 10, 1998, at 11:30 a.m.,
local time, and at any adjournments or postponements thereof.
The undersigned hereby acknowledges receipt of the Notice of Meeting
and Proxy Statement relating to the meeting and hereby revokes any proxy or
proxies heretofore given.
Each properly executed Proxy will be voted in accordance with the
specifications made on the reverse side of this Proxy and in the discretion of
the Proxies on any other matter that may properly come before the meeting. Where
no choice is specified, this Proxy will be voted FOR all listed nominees to
serve as directors and FOR Proposals 2 and 3.
PLEASE MARK, DATE AND SIGN THIS PROXY ON THE REVERSE SIDE
<PAGE>
__________________ _______________ PLEASE MARK YOUR |X|
ACCOUNT NUMBER COMMON CHOICE LIKE THIS IN
BLUE OR BLACK INK:
I PLAN TO ATTEND THE MEETING |_|
The Board of Directors Recommends a Vote FOR
all listed nominees and FOR Proposal 2.
(1) Election of seven Directors
FOR all nominees listed WITHHOLD AUTHORITY to vote
(except as marked to the contrary) for all listed nominees below
|-| |-|
Nominees: Richard W. Clark Lewis Klein
Karen W. Clark Jeffrey B. Logsdon
Francis C. La Maina Enrique F. Senior
Robert A. Chuck
(Instruction: To withhold authority to vote for any individual nominee, circle
that nominee's name in the list provided above.)
(2) Proposal for appointment of Arthur
Anderson LLP as the Company's auditors
for the 1999 fiscal year FOR AGAINST ABSTAIN
|_| |_| |_|
(3) In their discretion, the Proxies
are authorized to vote upon such other
business as may properly come before
the Annual Meeting.
Dated _______________, 1998
---------------------------
---------------------------
Signature(s)
(Signatures should conform
to names as registered. For
jointly owned shares, each
owner should sign. When
signing as attorney,
executor, administrator,
trustee, guardian or
officer of a corporation,
please give full title.)
PLEASE MARK AND SIGN ABOVE AND RETURN PROMPTLY
