SC 13E3

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13E-3

(RULE 13e-100)

TRANSACTION STATEMENT UNDER SECTION 13(e) OF THE SECURITIES

EXCHANGE ACT OF 1934 AND RULE 13e-3 THEREUNDER

RULE 13e-3 TRANSACTION STATEMENT UNDER SECTION 13(e) OF THE

SECURITIES EXCHANGE ACT OF 1934

dick clark productions, inc.

(Name of the Issuer)

dick clark productions, inc.

RICHARD W. CLARK

KAREN W. CLARK

OLIVE ENTERPRISES, INC.

FRANCIS C. LA MAINA

DCPI INVESTCO, INC.

DCPI MERGERCO, INC.

(Name of the Person(s) Filing Statement)

Common Stock, Par Value $0.01 Per Share

(Title of Class of Securities)

181512-10-4

(CUSIP Number of Class of Securities)

Martin Eric Weisberg, Esq.

Jenkens & Gilchrist Parker Chapin LLP

The Chrysler Building

405 Lexington Avenue

New York, NY 10174

Tel. No.: (212) 704-6050

with a copy to:

Jonathan L. Friedman, Esq.

Skadden, Arps, Slate, Meagher & Flom LLP

300 South Grand Avenue

Los Angeles, CA 90071

Tel. No.: (213) 687-5000

(Name, Address and Telephone Number of Person Authorized to Receive Notices

and Communications on Behalf of Person(s) Filing Statement)

This statement is filed in connection with (check the appropriate box):

a.  x  The filing of solicitation materials or an information statement subject to Regulation 14A, Regulation 14C, or Rule 13e-3(c) under the Securities Exchange Act of 1934.

b.  ¨  The filing of a registration statement under the Securities Act of 1933.

c.  ¨  A tender offer.

d.  ¨  None of the above.

Check the following box if the soliciting materials or information statement referred to in checking box (a) are preliminary copies.  x

Check the following box if the filing is a final amendment reporting the results of the transaction.  ¨

CALCULATION OF FILING FEE
Transaction Valuation*	Amount Of Filing Fee**
$136,143,073.88	$12,604

*For purposes of calculating the filing fee only. Determined by (i) multiplying $14.50 by 2,974,874 shares of Common Stock and 90,955 shares of Class A Common Stock, (ii) multiplying the difference between $14.50 and the exercise price of each outstanding option to purchase an aggregate of 289,589 shares of Common Stock and (iii) multiplying $12.50 by 6,309,142 shares of Common Stock and 818,605 shares of Class A Common Stock

**The amount of the filing fee calculated in accordance with Exchange Act Rule 0-11, as amended.

x Check the box if any part of the fee is offset as provided by Exchange Act Rule 0-1l(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid:	$12,604
Form or Registration No.:	Schedule 14A
Filing Party:	dick clark productions, inc.
Date Filed:	April 4, 2002

THIS TRANSACTION HAS NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE FAIRNESS OR MERITS OF THIS TRANSACTION NOR UPON THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED IN THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL AND A CRIMINAL OFFENSE.

INTRODUCTION

This Rule 13e-3 Transaction Statement on Schedule 13E-3 (this “Schedule 13E–3”) is being filed by dick clark productions, inc., a Delaware corporation and the issuer of the equity securities that are the subject of the Rule 13e-3 transaction (the “Company”), Richard W. Clark, Karen W. Clark, Olive Enterprises, Inc., a Pennsylvania corporation wholly-owned by Mr. Clark (“Olive”, together with Mr. Clark and Mrs. Clark, the “Principal Stockholders”), Francis C. La Maina, DCPI Investco, Inc., a Delaware corporation (“DCPI Investco”), and DCPI Mergerco, Inc., a Delaware corporation (“DCPI Mergerco”).

Pursuant to an Agreement and Plan of Merger, dated as of February 13, 2002 (the “Merger Agreement”), by and among Capital Communications CDPQ Inc., a Quebec corporation (“Capital Communications”), DCPI Investco, DCPI Mergerco and the Company, DCPI Mergerco will merge with and into the Company (the “Merger”) with the Company surviving. In the Merger, each issued and outstanding share of common stock, par value $0.01 per share (the “Common Stock”) (except for shares of Common Stock held by stockholders who exercise their appraisal rights), and class A common stock, par value $0.01 per share (the “Class A Common Stock”), of the Company will be cancelled and automatically converted into the right to receive $14.50 in cash, without interest (except for each share of Common Stock and Class A Common Stock held by the Principal Stockholders which will be converted into the right to receive $12.50 in cash, without interest) (the “Merger Consideration”), except as described below.

DCPI Investco, the direct holder of all of the outstanding shares of common stock of DCPI Mergerco, has entered into a Subscription Agreement (the “Subscription Agreement”), dated as of February 13, 2002, with each of Capital Communications, Mosaic Media Group, Inc., a Delaware corporation (“Mosaic”), and Messrs. Clark, La Maina, Jules Haimovitz and Henry D. Winterstern. The Subscription Agreement provides that, immediately prior to the Merger, each of Capital Communications, Mosaic and Messrs. Clark, La Maina, Haimovitz and Winterstern will purchase at a price per share of $1.00, a certain number of shares of common stock of DCPI Investco, par value $0.01 per share. A portion of the Class A Common Stock held by Messrs. Clark and La Maina will be contributed to DCPI Investco for common stock of DCPI Investco. Mr. Clark will receive $12.50 of common stock of DCPI Investco for each share of Class A Common Stock contributed to DCPI Investco and Mr. La Maina will receive $14.50 of common stock of DCPI Investco for each share of Class A Common Stock contributed to DCPI Investco. As a result, immediately after the Merger has occurred, it is contemplated that Messrs. Clark and La Maina will together hold approximately 22.3% of the outstanding shares of common stock of DCPI Investco.

In connection with the filing of this Schedule 13E-3, the Company has filed a preliminary proxy statement pursuant to which the stockholders of the Company will be given notice of the Merger. The information set forth in the proxy statement, including all annexes thereto, is hereby expressly incorporated herein by reference in its entirety and the responses to each item in this Schedule 13E-3 are qualified in their entirety by the information contained in the proxy statement and the annexes thereto. The proxy statement will be completed and, if appropriate, amended prior to the first time it is sent or given to stockholders of the Company. This Schedule 13E-3 will be amended to reflect such completion or amendment of the proxy statement.

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ITEM 1.    Summary Term Sheet.

The information contained in the section entitled “SUMMARY TERM SHEET” in the proxy statement is incorporated herein by reference.

ITEM 2.    Subject Company Information.

(a)  Name and Address.    The information contained in the section entitled “SUMMARY TERM SHEET” in the proxy statement is incorporated herein by reference.

(b)  Securities.    The class of equity securities that is the subject of the Rule 13e-3 transaction to which this Schedule 13E-3 relates is the Common Stock. As of February 14, 2002, there were 9,284,016 shares of Common Stock issued and outstanding.

(c)  Trading Market and Price.    The information contained in the section entitled “MARKET PRICES OF AND DIVIDENDS ON THE COMMON STOCK” in the proxy statement is incorporated herein by reference.

(d)  Dividends.    The information contained in the section entitled “MARKET PRICES OF AND DIVIDENDS ON THE COMMON STOCK” in the proxy statement is incorporated herein by reference.

(e)  Prior Public Offerings.    The Company has made no underwritten public offering of the Common Stock for cash during the past three years that was registered under the Securities Act of 1933, as amended, or exempt from registration pursuant to Regulation A thereunder.

(f)  Prior Stock Purchases.    The filing persons did not purchase any subject securities during the past two years.

ITEM 3.    Identity and Background of the Filing Persons.

(a), (c)   Name and Address; Business and Background of Natural Persons.

              RICHARD W. CLARK

Richard W. Clark is an individual who is the majority stockholder, Chairman, Chief Executive Officer and a director of the Company. Mr. Clark has been the Chairman, Chief Executive Officer and a director of the Company since its inception. The business address and telephone number of Mr. Clark is as follows:

Name	Business Address; Business Phone Number	Principal Occupation or Employment; Country of Citizenship
Richard W. Clark	dick clark productions, inc. 3003 West Olive Avenue Burbank, CA 91505 (818) 841-3003	Chairman, Chief Executive Officer and a director of the Company. Mr. Clark is a United States citizen.

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KAREN W. CLARK

Karen W. Clark, the wife of Richard W. Clark, is an individual who is Vice President – Administration of the Company and a director of the Company. Mrs. Clark has been Vice President – Administration of the Company since July 1986 and a director since 1977. From 1977 to 1987, Mrs. Clark served as Secretary of the Company. As an executive and director of the Company and wife of Mr. Clark, Mrs. Clark may be deemed to be an affiliate of the Company. The business address of Mrs. Clark is as follows:

Name	Business Address; Business Phone Number	Principal Occupation or Employment; Country of Citizenship
Karen W. Clark	dick clark productions, inc. 3003 West Olive Avenue Burbank, CA 91505 (818) 841-3003	Vice President – Administration of the Company and a director of the Company. Mrs. Clark is a United States citizen.

FRANCIS C. LA MAINA

Francis C. La Maina is an individual who is President, Chief Operating Officer and a director of the Company. Mr. La Maina joined the Company in 1966. From 1966 to 1974, Mr. La Maina served as Controller of the Company and as an associate producer. From 1974 to 1977, Mr. La Maina served as Vice President – Business Affairs of the Company. From 1977 to 1986, Mr. La Maina served as Executive Vice President of the Company. Mr. La Maina has been a director of the Company since 1974 and President and Chief Operating Officer of the Company since July 1986. As an executive and director of the Company, Mr. La Maina may be deemed to be an affiliate of the Company. The business address of Mr. La Maina is as follows.

Name	Business Address; Business Phone Number	Principal Occupation or Employment; Country of Citizenship
Francis C. La Maina	dick clark productions, inc. 3003 West Olive Avenue Burbank, CA 91505 (818) 841-3003	President, Chief Operating Officer and a director of the Company. Mr. La Maina is a United States citizen.

(b)  Business and Background of Entities.

OLIVE ENTERPRISES, INC.

Olive is a Pennsylvania corporation wholly-owned by Richard W. Clark and thus may be deemed to be an affiliate of the Company. The principal business address of Olive Enterprises is c/o dick clark productions, inc., 3003 West Olive Avenue, Burbank, CA 91505. The name, residence or business address, present principal occupation or employment and country of citizenship of each executive officer and director of Olive Enterprises is as follows:

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Name; Position with Olive	Business Address; Business Phone Number	Principal Occupation or Employment; Country of Citizenship
Richard W. Clark Executive Officer and Director	dick clark productions, inc. 3003 West Olive Avenue Burbank, CA 91505 (818) 841-3003	Chairman, Chief Executive Officer and a director of the Company. Mr. Clark is United States citizen.
Francis C. La Maina Executive Officer and Director	dick clark productions, inc. 3003 West Olive Avenue Burbank, CA 91505 (818) 841-3003	President, Chief Operating Officer and a director of the Company. Mr. La Maina is a United States citizen.

DCPI INVESTCO, INC.

DCPI Investco is a Delaware corporation in which Richard W. Clark and Francis C. La Maina will have an approximately 22.3% ownership interest as of the closing of the Merger and thus may be deemed to be an affiliate of the Company. The principal business address of DCPI Investco is 9200 Sunset Boulevard, Los Angeles, CA 90069. The name, residence or business address, present principal occupation or employment, and country of citizenship of each executive officer and director of DCPI Investco is as follows:

Name; Position with DCPI Investco	Business Address; Business Phone Number	Principal Occupation or Employment; Country of Citizenship
Pierre Belanger Executive Officer and Director	Capital Communications CDPQ Inc. 2001, McGill College Avenue Montreal, Quebec, H3A 1G1, Canada (514) 847-2614 Videotron Limited 300, avenue Viger est Montreal, Quebec H2X 3W4 (514) 281-1232	1998-current – President of Capital Communications CDPQ Inc., which is a fund manager. 1997-1998 – Executive Vice President of Videotron Limited, a Canadian internet service provider. Mr. Belanger is a Canadian citizen.
Helene Belanger Executive Officer and Director	Capital Communications CDPQ Inc. 2001, McGill College Avenue Montreal, Quebec, H3A 1G1, Canada (514) 847-2614 Capital Communications CDPQ Inc. 2001, McGill College Avenue Montreal, Quebec, H3A 1G1, Canada (514) 847-2614	1998-current – Vice-President, Investments, Media and Entertainment of Capital Communications CDPQ Inc., which is a fund manager. 1997-1998 – Manager, Investment Management of Capital Communications CDPQ Inc., which is a fund manager. Ms. Belanger is a Canadian citizen.
Robert Cote Executive Officer	CDP Capital Inc. 1981, avenue McGill College Montreal, Quebec H3A 3C7 (514) 847-2614 CDP Capital Inc. 1981, avenue McGill College Montreal, Quebec H3A 3C7 (514) 847-2614 Caisse de depot et placement du Quebec 1981, avenue McGill College Montreal, Quebec H3A 3C7 (514) 842-3261	2002-current – Director, Legal Affairs of CDP Capital Inc., which is a fund manager. August 2001-December 2001 – Senior Legal Counsel of CDP Capital Inc., which is a fund manager. September 1991-August 2001 – Senior Legal Counsel of Caisse de depot et placement du Quebec, which is a Canadian pension fund. Mr. Cote is a Canadian citizen.
Ginette Depelteau Director	Caisse de depot et placement du Quebec 1981, avenue McGill College Montreal, Quebec H3A 3C7 (514) 842-3261	2001-current – Vice President, Corporate Secretary of Caisse de depot et placement du Quebec, which is a Canadian pension fund.
	Caisse de depot et placement du Quebec 1981, avenue McGill College Montreal, Quebec H3A 3C7 (514) 842-3261	1996-2001 – Director, Corporate Secretary of Caisse de depot et placement du Quebec, which is a Canadian pension fund. Ms. Depelteau is a Canadian citizen.
Jules Haimovitz Executive Officer and Director	Metro-Goldwyn-Mayer Inc. 2500 Broadway Street Santa Monica, CA 90404 (310) 449-3525	2001-current – Consultant to Metro-Goldwyn-Mayer Inc., which is engaged in the worldwide production and distribution of entertainment product.

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Name; Position with DCPI Investco	Business Address; Business Phone Number	Principal Occupation or Employment; Country of Citizenship
	c/o Metro-Goldwyn-Mayer Inc. 2500 Broadway Street Santa Monica, CA 90404 (310) 449-3525	1999-2001 – President of MGM Networks, Inc., which is engaged in the worldwide production and distribution of entertainment product.
	Haimovitz Consulting 14035 Aubrey Road Beverly Hills, CA 90210 (310) 475-7610	1998-1999 – Principal, Haimovitz Consulting, which was engaged in providing consulting services to the entertainment industry.
	King World Productions, Inc. 10877 Wilshire Boulevard Los Angeles, CA 90024 (310) 446-6000	1997-1998 – President, King World Productions, Inc., which is engaged in the production and distribution of entertainment product. Mr. Haimovitz is a United States citizen.
Pat Magnarella Director	Mosaic Media Group, Inc. 9200 Sunset Boulevard Los Angeles, CA 90069 (310) 724-7350	2000-current – Vice President of Mosaic Media Group, Inc., which is engaged in talent management and the creation, production, distribution, exploitation and delivery of entertainment.
	c/o Mosaic Media Group, Inc. 9200 Sunset Boulevard Los Angeles, CA 90069 (310) 724-7350	1990-current – Talent Manager, Atlas/Third Rail Management, Inc. (f/k/a Roven Cavallo Entertainment), which is engaged in talent management.
		Mr. Magnarella is a United States citizen.
Charles Roven Director	Mosaic Media Group, Inc. 9200 Sunset Boulevard Los Angeles, CA 90069 (310) 724-7350 c/o Mosaic Media Group, Inc. 9200 Sunset Boulevard Los Angeles, CA 90069 (310) 724-7350	2000-current – Vice President of Mosaic Media Group, Inc., which is engaged in talent management and the creation, production, distribution, exploitation and delivery of entertainment. 1994-current – Producer, Atlas Entertainment, Inc., which is engaged in the creation, production, distribution, exploitation and delivery of entertainment.

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Name; Position with DCPI Investco	Business Address; Business Phone Number	Principal Occupation or Employment; Country of Citizenship
	c/o Mosaic Media Group, Inc. 9200 Sunset Boulevard Los Angeles, CA 90069 (310) 724-7350	1990-current – Principal Partner, Atlas/Third Rail Management, Inc., which is engaged in talent management. Mr. Roven is a United States citizen.
Allen Shapiro Director	Mosaic Media Group, Inc. 9200 Sunset Boulevard Los Angeles, CA 90069 (310) 724-7350 c/o Mosaic Media Group, Inc. 9200 Sunset Boulevard Los Angeles, CA 90069 (310) 724-7350	2000-current – President of Mosaic Media Group, Inc., which is engaged in talent management and the creation, production, distribution, exploitation and delivery of entertainment. 1984-1999 – President, Allen Shapiro, Inc., which was engaged in providing consulting services to the entertainment industry. Mr. Shapiro is a United States citizen.

DCPI MERGERCO, INC.

DCPI Mergerco is a Delaware corporation that was formed solely to effect the Merger and that is wholly-owned by DCPI Investco and thus may be deemed to be an affiliate of the Company. The principal business address of DCPI Mergerco is 9200 Sunset Boulevard, Los Angeles, CA 90069. The name, residence or business address, present principal occupation or employment, and country of citizenship of each executive officer and director of DCPI Mergerco is as follows:

Name; Position with DCPI Mergerco	Business Address; Business Phone Number	Principal Occupation or Employment; Country of Citizenship
Pierre Belanger Executive Officer and Director	Capital Communications CDPQ Inc. 2001, McGill College Avenue Montreal, Quebec, H3A 1G1, Canada (514) 847-2614 Videotron Limited 300, avenue Viger est Montreal, Quebec H2X 3W4 (514) 281-1232	1998-current – President of Capital Communications CDPQ Inc., which is a fund manager. 1997-1998 – Executive Vice President of Videotron Limited, a Canadian internet service provider. Mr. Belanger is a Canadian citizen.
Helene Belanger Director	Capital Communications CDPQ Inc. 2001, McGill College Avenue Montreal, Quebec, H3A 1G1, Canada (514) 847-2614 Capital Communications CDPQ Inc. 2001, McGill College Avenue Montreal, Quebec, H3A 1G1, Canada (514) 847-2614	1998-current – Vice-President, Investments, Media and Entertainment of Capital Communications CDPQ Inc., which is a fund manager. 1997-1998 – Manager, Investment Management of Capital Communications CDPQ Inc., which is a fund manager. Ms. Belanger is a Canadian citizen.
Robert Cote Executive Officer	CDP Capital Inc. 1981, avenue McGill College Montreal, Quebec H3A 3C7 (514) 847-2614 CDP Capital Inc. 1981, avenue McGill College Montreal, Quebec H3A 3C7 (514) 847-2614 Caisse de depot et placement du Quebec 1981, avenue McGill College Montreal, Quebec H3A 3C7 (514) 842-3261	2002-current – Director, Legal Affairs of CDP Capital Inc., which is a fund manager. August 2001-December 2001 – Senior Legal Counsel of CDP Capital Inc., which is a fund manager. September 1991-August 2001 – Senior Legal Counsel of Caisse de depot et placement du Quebec, which is a Canadian pension fund. Mr. Cote is a Canadian citizen.
Ginette Depelteau Director	Caisse de depot et placement du Quebec 1981, avenue McGill College Montreal, Quebec H3A 3C7 (514) 842-3261	2001-current – Vice President, Corporate Secretary of Caisse de depot et placement du Quebec, which is a Canadian pension fund.
	Caisse de depot et placement du Quebec 1981, avenue McGill College Montreal, Quebec H3A 3C7 (514) 842-3261	1996-2001 – Director, Corporate Secretary of Caisse de depot et placement du Quebec, which is a Canadian pension fund. Ms. Depelteau is a Canadian citizen.

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Name; Position with DCPI Mergerco	Business Address; Business Phone Number	Principal Occupation or Employment; Country of Citizenship
Jules Haimovitz Executive Officer and Director	Metro-Goldwyn-Mayer Inc. 2500 Broadway Street Santa Monica, CA 90404 (310) 449-3525	2001-current – Consultant to Metro-Goldwyn-Mayer Inc., which is engaged in the worldwide production and distribution of entertainment product.
	c/o Metro-Goldwyn-Mayer Inc. 2500 Broadway Street Santa Monica, CA 90404 (310) 449-3525	1999-2001 – President of MGM Networks, Inc., which is engaged in the worldwide production and distribution of entertainment product.
	Haimovitz Consulting 14035 Aubrey Road Beverly Hills, CA 90210 (310) 475-7610	1998-1999 – Principal, Haimovitz Consulting, which was engaged in providing consulting services to the entertainment industry.
	King World Productions, Inc. 10877 Wilshire Boulevard Los Angeles, CA 90024 (310) 446-6000	1997-1998 – President, King World Productions, Inc., which is engaged in the production and distribution of entertainment product. Mr. Haimovitz is a United States citizen.
Pat Magnarella Director	Mosaic Media Group, Inc. 9200 Sunset Boulevard Los Angeles, CA 90069 (310) 724-7350	2000-current – Vice President of Mosaic Media Group, Inc., which is engaged in talent management and the creation, production, distribution, exploitation and delivery of entertainment.
	c/o Mosaic Media Group, Inc. 9200 Sunset Boulevard Los Angeles, CA 90069 (310) 724-7350	1990-current – Talent Manager, Atlas/Third Rail Management, Inc. (f/k/a Roven Cavallo Entertainment), which is engaged in talent management. Mr. Magnarella is a United States citizen.
Charles Roven Director	Mosaic Media Group, Inc. 9200 Sunset Boulevard Los Angeles, CA 90069 (310) 724-7350	2000-current – Vice President of Mosaic Media Group, Inc., which is engaged in talent management and the creation, production, distribution, exploitation and delivery of entertainment.

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Name; Position with DCPI Mergerco	Business Address; Business Phone Number	Principal Occupation or Employment; Country of Citizenship
	c/o Mosaic Media Group, Inc. 9200 Sunset Boulevard Los Angeles, CA 90069 (310) 724-7350 c/o Mosaic Media Group, Inc. 9200 Sunset Boulevard Los Angeles, CA 90069 (310) 724-7350	1994-current – Producer, Atlas Entertainment, Inc., which is engaged in the creation, production, distribution, exploitation and delivery of entertainment. 1990-current – Principal Partner, Atlas/Third Rail Management, Inc., which is engaged in talent management. Mr. Roven is a United States citizen.
Allen Shapiro Director	Mosaic Media Group, Inc. 9200 Sunset Boulevard Los Angeles, CA 90069 (310) 724-7350	2000-current – President of Mosaic Media Group, Inc., which is engaged in talent management and the creation, production, distribution, exploitation and delivery of entertainment.
	c/o Mosaic Media Group, Inc. 9200 Sunset Boulevard Los Angeles, CA 90069 (310) 724-7350	1984-1999 – President, Allen Shapiro, Inc., which was engaged in providing consulting services to the entertainment industry. Mr. Shapiro is a United States citizen.

None of the entities or persons identified in this Item 3 was convicted in a criminal proceeding during the past five years (excluding traffic violations or similar misdemeanors).

None of the entities or persons identified in this Item 3 was a party to any judicial or administrative proceeding during the past five years (except for matters that were dismissed without sanction or settlement) that resulted in a judgment, decree or final order enjoining the person from future violations of, or prohibiting activities subject to, federal or state securities laws, or a finding of any violation of federal or state securities laws.

ITEM 4.    Terms of the Transaction.

(a) (1)    Tender Offers.    Not applicable.

(a) (2) (i)        Transaction Description.    The information contained in the sections entitled “SUMMARY TERM SHEET,” “CERTAIN QUESTIONS AND ANSWERS ABOUT VOTING AND THE MERGER,” “SPECIAL FACTORS—Background of the Transaction” and “—Interests of Messrs. Clark and La Maina in the Merger and the Company” in the proxy statement is incorporated herein by reference.

(a) (2) (ii)        Consideration.    The information contained in the sections entitled “SUMMARY TERM SHEET,” “CERTAIN QUESTIONS AND ANSWERS ABOUT VOTING AND THE MERGER,” “SPECIAL FACTORS—Appraisal Rights” and “THE MERGER AGREEMENT” in the proxy statement is incorporated herein by reference.

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(a) (2) (iii)  Reasons for Transaction.    The information contained in the sections entitled “SUMMARY TERM SHEET” and “SPECIAL FACTORS—Recommendations of the Special Committee and the Board; The Company’s Purpose and Reasons for the Merger,” in the proxy statement is incorporated herein by reference.

(a) (2) (iv)  Vote Required for Approval.    The information contained in the sections entitled “SUMMARY TERM SHEET” and “VOTE REQUIRED AND RECOMMENDATION” in the proxy statement is incorporated herein by reference.

(a) (2) (v)  Differences in the Rights of Security Holders.    The information contained in the sections entitled “SUMMARY TERM SHEET” and “SPECIAL FACTORS—Interests of Messrs. Clark and La Maina in the Merger and the Company” in the proxy statement is incorporated herein by reference.

(a) (2) (vi)  Accounting Treatment.    The information contained in the section entitled “SPECIAL FACTORS—Accounting Treatment” in the proxy statement is incorporated herein by reference.

(a) (2) (vii)  Income Tax Consequences.    The information contained in the sections entitled “SUMMARY TERM SHEET” and “SPECIAL FACTORS—Certain United States Federal Income Tax Consequences” in the proxy statement is incorporated herein by reference.

(c)  Different Terms.    The information contained in the sections entitled “SUMMARY TERM SHEET,” “SPECIAL FACTORS—Background of the Transaction,” “—Interests of Messrs. Clark and La Maina in the Merger and the Company,” “THE MERGER AGREEMENT” and “RELATED AGREEMENTS” in the proxy statement is incorporated herein by reference.

(d)  Appraisal Rights.    The information contained in the sections entitled “SUMMARY TERM SHEET” and “SPECIAL FACTORS—Appraisal Rights” in the proxy statement is incorporated herein by reference.

(e)  Provisions For Unaffiliated Security Holders.    The Company has made no provisions in connection with the Merger to grant unaffiliated security holders access to the corporate files of the Company or to obtain counsel or appraisal services at the expense of the Company.

(f)  Eligibility for Listing or Trading.    Not applicable.

ITEM 5.    Past Contacts, Transactions, Negotiations and Agreements.

(a)  Transactions.    The information contained in the sections entitled “CERTAIN TRANSACTIONS,” “MARKET PRICES OF AND DIVIDENDS ON THE COMMON STOCK” and “SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT” in the proxy statement is incorporated herein by reference.

(b)-(c)  Significant Corporate Events; Negotiations or Contacts. The information contained in the sections entitled “SPECIAL FACTORS—Background of the Transaction,” “—Interests of Messrs. Clark and La Maina in the Merger and the Company,” “RELATED AGREEMENTS” and “MARKET PRICES OF AND DIVIDENDS ON THE COMMON STOCK” in the proxy statement is incorporated herein by reference.

(e)  Agreements Involving the Subject Company’s Securities. The information contained in the sections entitled “SUMMARY TERM SHEET,” “SPECIAL FACTORS—Background of the Transaction,” “—Interests of Messrs. Clark and La Maina in the Merger and the Company” and “RELATED AGREEMENTS” in the proxy statement is incorporated herein by reference.

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ITEM 6. Purposes of the Transaction and Plans or Proposals.

(b)  Use of Securities Acquired.    The information contained in the sections entitled “SUMMARY TERM SHEET,” “SPECIAL FACTORS—Background of the Transaction,” “—Recommendations of the Special Committee and the Board; The Company’s Purpose and Reasons for the Merger,” “—Interests of Messrs. Clark and La Maina in the Merger and the Company,” “—Effect of the Merger” and “THE MERGER AGREEMENT” in the proxy statement is incorporated herein by reference.

(c)  Plans.    The information contained in the sections entitled “SUMMARY TERM SHEET,” “SPECIAL FACTORS—Background of the Transaction,” “—Interests of Messrs. Clark and La Maina in the Merger and the Company,” “—Effect of the Merger” and “THE MERGER AGREEMENT” in the proxy statement is incorporated herein by reference.

ITEM 7. Purposes, Alternatives, Reasons and Effects.

(a), (c)  Purposes; Reasons.    The information contained in the sections entitled “SUMMARY TERM SHEET” and “SPECIAL FACTORS—Recommendations of the Special Committee and the Board; The Company’s Purpose and Reasons for the Merger,” in the proxy statement is incorporated herein by reference.

(b)  Alternatives.    The information contained in the section entitled “SPECIAL FACTORS—Background of the Transaction,” in the proxy statement is incorporated herein by reference.

(d)  Effects.    The information contained in the sections entitled “SUMMARY TERM SHEET,” “CERTAIN QUESTIONS AND ANSWERS ABOUT VOTING AND THE MERGER,” “SPECIAL FACTORS—Background of the Transaction,” “—Interests of Messrs. Clark and La Maina in the Merger and the Company,” “—Effect of the Merger,” “—Certain United States Federal Income Tax Consequences,” “—Fees and Expenses,” “—Financing of the Merger” and “THE MERGER AGREEMENT” in the proxy statement is incorporated herein by reference.

ITEM 8. Fairness of the Going Private Transaction.

(a)-(b)  Fairness; Factors Considered in Determining Fairness.    The information contained in the sections entitled “CERTAIN QUESTIONS AND ANSWERS ABOUT VOTING AND THE MERGER,” “SPECIAL FACTORS—Background of the Transaction,” “—Recommendations of the Special Committee and the Board; The Company’s Purpose and Reasons for the Merger,” “—Opinion of Allen & Company” and “—Opinion of Ladenburg,” in the proxy statement and “Opinion of Allen & Company Incorporated” and “Opinion of Ladenburg Thalmann & Co. Inc.” attached as Annex B and Annex C, respectively, to the proxy statement, is incorporated herein by reference. Based upon the same factors considered by the Special Committee (as defined in the proxy statement), each filing person expressly adopts Allen & Company and Ladenburg’s analysis as set forth in the sections entitled “Opinion of Allen & Company” and “Opinion of Ladenburg,” respectively, in the proxy statement, and believes the Merger Consideration to be received by the stockholders of Company other than the Principal Stockholders as a result of the Merger is fair, from a financial point of view, to the stockholders of the Company other than the Principal Stockholders. However, the filing persons did not participate in the deliberations of the Special Committee.

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(c)  Approval of Security Holders.    The information contained in the section entitled “VOTE REQUIRED AND RECOMMENDATION” in the proxy statement is incorporated herein by reference.

(d)  Unaffiliated Representative.    The information contained in the sections entitled “SPECIAL FACTORS—Background of the Transaction” and “—Recommendations of the Special Committee and the Board; The Company’s Purpose and Reasons for the Merger” in the proxy statement is incorporated herein by reference.

(e)  Approval of Directors.    The information contained in the section entitled “SPECIAL FACTORS—Recommendations of the Special Committee and the Board; The Company’s Purpose and Reasons for the Merger” in the proxy statement is incorporated herein by reference.

(f)  Other Offers.    The information contained in the section entitled “SPECIAL FACTORS—Background of the Transaction,” in the proxy statement is incorporated herein by reference.

ITEM 9.  Reports, Opinions, Appraisals and Negotiations.

(a)-(c)  Report, Opinion, or Appraisal; Preparer and Summary of the Report, Opinion or Appraisal; Availability of Documents.    The information contained in the sections entitled “SPECIAL FACTORS—Background of the Transaction,” “—Opinion of Allen & Company” and “—Opinion of Ladenburg,” in the proxy statement and “Opinion of Allen & Company Incorporated” and “Opinion of Ladenburg Thalmann & Co. Inc.” attached as Annex B and Annex C, respectively, to the proxy statement is incorporated herein by reference.

ITEM 10.  Source and Amounts of Funds or Other Consideration.

(a), (b), (d)  Source of Funds; Conditions; Borrowed Funds.    The information contained in the section entitled “SPECIAL FACTORS—Financing of the Merger” in the proxy statement is incorporated herein by reference.

(c)  Expenses.    The information contained in the section entitled “SPECIAL FACTORS—Fees and Expenses” in the proxy statement is incorporated herein by reference.

ITEM 11.  Interest in Securities of the Subject Company.

(a)  Securities Ownership.    The information contained in the section entitled “SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT” in the proxy statement is incorporated herein by reference.

(b)  Securities Transactions.    The information contained in the section entitled “RELATED AGREEMENTS” in the proxy statement is incorporated herein by reference.

ITEM 12.  The Solicitation or Recommendation.

(d)  Intent to Tender or Vote in a Going-Private Transaction.    The information contained in the sections entitled “SUMMARY TERM SHEET,” “SPECIAL FACTORS—Recommendations of the Special Committee and the Board; The Company’s Purpose and Reasons for the Merger” and “VOTE REQUIRED AND RECOMMENDATION” in the proxy statement is incorporated herein by reference.

11

(e)  Recommendations of Others.    The information contained in the section entitled “SPECIAL FACTORS—Recommendations of the Special Committee and the Board; The Company’s Purpose and Reasons for the Merger” in the proxy statement is incorporated herein by reference.

ITEM 13.    Financial Statements.

(a)  Financial Information.    The information contained in the section entitled “SELECTED FINANCIAL DATA OF THE COMPANY” in the proxy statement is incorporated herein by reference. The information contained in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2001 and the Company’s Quarterly Reports on Form 10-Q for the quarters ending September 30, 2001 and December 31, 2001, is incorporated herein by reference.

(b)  Pro Forma Information.    Not applicable.

ITEM 14.    Persons/Assets, Retained, Employed, Compensated or Used.

(a), (b)  Solicitations or Recommendations; Employees and Corporate Assets.    The information contained in the sections entitled “CERTAIN QUESTIONS AND ANSWERS ABOUT VOTING AND THE MERGER,” “SPECIAL FACTORS”—Interests of Messrs. Clark and La Maina in the Merger and the Company” and “—Fees and Expenses” in the proxy statement is incorporated herein by reference.

ITEM 15.    Additional Information.

(b)  Other Material Information.    The information contained in the sections entitled “WHERE YOU CAN FIND MORE INFORMATION” and “AVAILABLE INFORMATION” in the proxy statement is incorporated herein by reference.

ITEM 16.    Exhibits.

(a)(1)	Preliminary proxy statement on Schedule 14A filed with the Securities and Exchange Commission on April 4, 2002 (incorporated herein by reference to the proxy statement).
(a)(2)	Press release issued by dick clark productions, inc., dated February 14, 2002 (incorporated herein by reference to Exhibit 99.2 of the Current Report on Form 8-K filed by dick clark productions, inc. on February 15, 2002).
(c)(1)	Opinion of Allen & Company Incorporated, dated as of February 13, 2002 (incorporated herein by reference to Annex B of the proxy statement).
(c)(2)	Opinion of Ladenburg Thalmann & Co. Inc., dated as of February 13, 2002 (incorporated herein by reference to Annex C of the proxy statement).
(c)(3)	Materials prepared by Allen & Company Incorporated and presented to the Board of Directors of the Company on February 12, 2002.
(c)(4)	Materials prepared by Ladenburg Thalmann & Co. Inc. and presented to the Board of Directors of the Company on February 12, 2002.

12

(d)(1)	Agreement and Plan of Merger, dated as of February 13, 2002, by and among Capital Communications CDPQ Inc., DCPI Investco, Inc., DCPI Mergerco, Inc., and the Company (incorporated herein by reference to Annex A of the proxy statement).
(d)(2)	Voting Agreement, dated as of February 13, 2002, by and among DCPI Investco, Inc., Richard W. Clark, Karen W. Clark, and Olive Enterprises, Inc. (incorporated herein by reference to Exhibit 99.1 of the Current Report on Form 8-K filed on February 15, 2002).
(f)	Section 262 of the Delaware General Corporation Law (incorporated herein by reference to Annex D of the proxy statement).

13

SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: April 5, 2002

dick clark productions, inc.
By:	/s/    Francis C. La Maina
	Name: Francis C. La Maina     Title: President and Chief Operating Officer

RICHARD W. CLARK

/s/    Richard W. Clark

KAREN W. CLARK

/s/    Karen W. Clark

OLIVE ENTERPRISES, INC.
By:	/s/    Richard W. Clark
	Name: Richard W. Clark     Title:  Chief Executive Officer

FRANCIS C. LA MAINA

/s/    Francis C. La Maina

DCPI INVESTCO, INC.
By:	/s/    Jules Haimovitz
	Name: Jules Haimovitz     Title: Vice President

DCPI MERGERCO, INC.
By:	/s/    Jules Haimovitz
	Name: Jules Haimovitz     Title: President

14

EXHIBIT INDEX

Exhibit Number	Description
(a)(1)	Preliminary proxy statement on Schedule 14A filed with the Securities and Exchange Commission on April 4, 2002 (incorporated herein by reference to the proxy statement).
(a)(2)	Press release issued by dick clark productions, inc., dated February 14, 2002 (incorporated herein by reference to Exhibit 99.2 of the Current Report on Form 8-K filed by dick clark productions, inc. on February 15, 2002).
(c)(1)	Opinion of Allen & Company Incorporated, dated as of February 13, 2002 (incorporated herein by reference to Annex B of the proxy statement).
(c)(2)	Opinion of Ladenburg Thalmann & Co. Inc., dated as of February 13, 2002 (incorporated herein by reference to Annex C of the proxy statement).
(c)(3)	Materials prepared by Allen & Company Incorporated and presented to the Board of Directors of the Company on February 12, 2002.
(c)(4)	Materials prepared by Ladenburg Thalmann & Co. Inc. and presented to the Board of Directors of the Company on February 12, 2002.
(d)(1)	Agreement and Plan of Merger, dated as of February 13, 2002, by and among Capital Communications CDPQ Inc., DCPI Investco, Inc., DCPI Mergerco, Inc., and the Company (incorporated herein by reference to Annex A of the proxy statement).
(d)(2)	Voting Agreement, dated as of February 13, 2002, by and among DCPI Investco, Inc., Richard W. Clark, Karen W. Clark, and Olive Enterprises, Inc. (incorporated herein by reference to Exhibit 99.1 of the Current Report on Form 8-K filed on February 15, 2002).
(f)	Section 262 of the Delaware General Corporation Law (incorporated herein by reference to Annex D of the proxy statement).

15

EX-99.(C)(3)

EXHIBIT(c)(3)

PRESENTATION TO THE BOARD OF DIRECTORS

February 12, 2002

Regarding the acquisition of

all issued and outstanding Common Stock (the “dcpi Common Stock”) of

dick clark productions, inc. (“dcpi” or the “Company”)

pursuant to the terms and conditions

of the draft proposed Agreement and Plan of Merger

dated February 12, 2002

INDEX OF CONTENTS

		Page
I.	Basis for Opinion	1
II.	Proposed Transaction	3
III.	Overview of dick clark productions	8
IV.	Transaction Analysis	15
V.	Concluding Observations and Opinion	35

I.     BASIS FOR OPINION

BASIS FOR OPINION

• Among other items, we have reviewed/conducted:

—  Public historical financial reports of dcpi

—  Management budget for fiscal year ending June 30, 2002

—  Management estimates for fiscal years ending June 30, 2003 and June 30, 2004

—  Other non-public operating and financial information of dcpi

—  Stock price performance of the dcpi Common Stock

—  Financial and trading data of comparable companies

—  Selected precedent transactions in television production

—  Premiums paid on recent, comparably-sized cash acquisitions

—  Break-up fees for comparably-sized transactions

—  Meetings with dcpi management regarding the Company’s business and prospects

—  Terms and conditions of the draft proposed Agreement and Plan of Merger and other related documents

5

• We have analyzed:

—  Financial terms of the proposed transaction

—  Present financial condition and business prospects of dcpi

—  Stock price and volume trading history of the dcpi Common Stock since its IPO

—  Current ownership structure of dcpi

—  The common stock price and market multiples of dcpi as compared to those of comparable companies

—  Indicative premiums paid in the offer as compared to those of comparably-sized precedent cash acquisitions

—  Financial multiples of the offer as compared to those of comparable transactions

—  Discounted cash flows based on management estimates

• We bring to your attention that Enrique Senior, an Executive Vice President and Managing Director of Allen & Company Incorporated (“Allen”), also serves as a director of dcpi

• Allen, acting as financial advisor for the Company, has approached a variety of potential purchasers over the last few years. None of the indications of interest presented to the Company were as attractive as the proposed transaction

• Allen was the lead manager in the initial public offering of the dcpi Common Stock in January 1987

• Allen makes a market in the dcpi Common Stock and may, in the course of its business as a broker/dealer, purchase, sell or trade these securities from time to time in the open market or otherwise

6

II.     PROPOSED TRANSACTION

STRUCTURE OF THE PROPOSED TRANSACTION

• Capital Communications CDPQ Inc. (“Capital Communications”), Mosaic Media Group, Inc., Henry Winterstern and Jules Haimovitz have agreed to form DCPI Investco, Inc. (“Purchaser”) for the purpose of acquiring the outstanding dcpi Common Stock (the “Proposed Transaction”)

• Capital Communications has represented in the draft proposed Agreement and Plan of Merger that, if necessary, it will provide all funds required to close the Proposed Transaction

— Capital Communications, which specializes in financing for media and telecommunications companies, had net assets of approximately US$2.5 billion as of December 31, 2000^(a)

— Capital Communications is a subsidiary of the Caisse dépôt et placement du Québec (CDP Capital), the leading fund manager in Canada and the major holder of Québec public sector bonds

• The public stockholders (the “Public” or “Public Stockholders”), which constitute all holders of the dcpi Common Stock other than the Principal Stockholders (as defined below) will receive cash for their shares

• Richard W. Clark, Karen Clark and Olive Enterprises (collectively the “Principal Stockholders”) and Francis La Maina (part of the Public) will receive cash and stock in Purchaser for their shares

— As part of the transaction, the Purchaser required that Richard W. Clark and Francis La Maina contribute a portion of their shares in a Section 351 transaction into Purchaser in exchange for stock of Purchaser in lieu of cash consideration

(a) Source: Capital Communications CDPQ Inc. Consolidated Statement of Net Assets as of December 31, 2000

8

• Closing of the transaction will be subject to:

— Board approval

— dcpi shareholder approval

— Hart-Scott-Rodino clearance

9

FINANCIAL TERMS OF THE PROPOSED TRANSACTION

• The purchase of shares of dcpi held by the Public for $14.50 per share in cash

• The purchase of shares of Common and Class A Stock held by the Principal Stockholders for $12.50 per share in cash

• As a requirement of the Purchaser as part of the Proposed Transaction:

— Mr. Clark will enter into a 5-year employment agreement with a non-compete arrangement. Such agreement was negotiated with Purchaser on terms similar to existing employment agreements with the Company, and includes 10-year options to purchase 3.00% of the equity in Purchaser on a fully-diluted basis at Purchaser’s investment cost per share, and 3% of the equity in Purchaser on a fully-diluted basis for a nominal price

— Mr. Clark will make up to a $6.029 million investment in Purchaser on the same economic terms as the other investors in Purchaser through an exchange of a portion of his shares

— Mr. La Maina will enter into a 5-year employment agreement with a non-compete arrangement. Such agreement was negotiated with Purchaser on terms similar to existing employment agreements with the Company, and includes 10-year options to purchase 2.50% of the equity in Purchaser on a fully-diluted basis at Purchaser’s investment cost per share

— Mr. La Maina will make up to a $700,000 investment in Purchaser on the same economic terms as the other investors in Purchaser through an exchange of a portion of his shares

• Total consideration for all equity security interests of $136.1 million

• A total implied equity value for the Company based on the price paid to the Public Stockholders of $150.4 million, based on a $14.50 share price for all the outstanding Common and Class A dcpi Common Stock

10

DESCRIPTION OF CASES

• In order to properly assess and compare the value of the transaction to the Public, we have constructed four transaction cases described below:

— Actual Unadjusted:    Reflects actual consideration paid (i.e., $12.50 and $14.50 per share for Principal and Public Stockholders, respectively) unadjusted for restaurant operations (i.e., transaction value and financial estimates include restaurant operations)

— Actual Adjusted:    Reflects actual consideration paid (i.e., $12.50 and $14.50 per share for Principal and Public Stockholders, respectively) adjusted for restaurant operations (i.e., transaction value and financial estimates, namely revenue, EBITDA and EBIT, assume disposal of restaurant operations)

— Implied Unadjusted:    Reflects implied value of transaction to Public Stockholders (i.e., $14.50 per share applied to all the outstanding Common and Class A Common Stock of dcpi) unadjusted for restaurant operations

— Implied Adjusted:    Reflects implied value of transaction to Public Stockholders (i.e., $14.50 per share applied to all the outstanding Common and Class A Common Stock of dcpi) adjusted for restaurant operations

• Our analysis excludes all transaction fees and expenses

Note: EBIT is defined as earnings before interest, taxes and minority interest; EBITDA is defined as EBIT plus depreciation and amortization

11

IMPLIED VALUE AND MULTIPLES OF THE PROPOSED TRANSACTION(a)

	Actual						Implied
	Unadjusted			Adjusted(b)			Unadjusted			Adjusted(b)
	($ in millions)
Total Equity Value(c)	$	136.1		$	136.1		$	150.4		$	150.4
Total Enterprise Value(d)		66.5			57.9			80.8			72.1
Total Enterprise Value /
LTM Revenue		1.1	x		1.3	x		1.3	x		1.6	x
FY2002E Revenue		1.0			1.2			1.2			1.5
LTM EBITDA		10.2			7.6			12.4			9.5
FY2002E EBITDA		7.1			5.9			8.6			7.4
LTM EBIT		14.3			7.8			17.4			9.7
FY2002E EBIT		8.2			6.0			9.9			7.5
Total Equity Value /
LTM Net Income		26.0	x		NA			28.7	x		NA
FY2002E Net Income		18.5			NA			20.4			NA
Book Equity Value		1.8			NA			2.0			NA

Note: LTM stands for last twelve months ending December 31, 2001; FY stands for the Company’s fiscal year ending June 30

(a) Figures do not include transaction fees and expenses

(b) Transaction value and financial estimates exclusive of restaurant operations

(c) Defined as equity value based on basic shares outstanding plus in-the-money option value less cash proceeds from in-the-money outstanding options

(d) Defined as Total Equity Value less cash and equivalents (including marketable securities) plus minority interest, adjusted for restaurant residual value as prescribed by the specific case

12

III.     OVERVIEW OF DICK CLARK PRODUCTIONS

SUMMARY CONSOLIDATED INCOME STATEMENT

Fiscal Year ending June 30

	1997A		1998A		1999A		2000A		2001A		LTM 12/31/01	2002E
	($ in millions, except per share data)
Revenue	$	66.1	$	86.3	$	72.3	$	92.2	$	70.8	61.4	$	67.1
EBITDA(a)		11.2		14.6		8.8		15.9		6.4	6.5		9.4
EBIT(a)		9.2		11.4		6.1		13.4		4.4	4.6		8.1
Pre-tax income(a)		10.5		13.3		8.4		16.0		7.9	8.0		11.3
Net income (a)(b)		6.5		8.2		5.4		10.5		5.2	5.2		7.4
Basic EPS(c)	$	0.64	$	0.81	$	0.53	$	1.03	$	0.51	0.51	$	0.72
Diluted EPS (c)	$	0.64	$	0.80	$	0.52	$	1.02	$	0.50	0.51	$	0.71

Source: SEC public filings; management estimates, February 2002; draft 10-Q for period ending December 31, 2001 provided by management

(a) Excludes a $2.6mm after-tax ($4.1mm pre-tax) charge, $3.1mm after-tax ($4.8mm pre-tax) charge, and $3.1mm after-tax ($4.9mm pre-tax) charge in 1999, LTM 12/30/01 and 2002, respectively, for impairment of long-lived assets

(b) Excludes a $0.1mm after-tax charge in 2000 related to a change in accounting policies

(c) Share data and implied EPS adjusted to include the effect of stock dividends of 5% in fiscal 1998 and 1999 and 10% in fiscal 2000

14

OVERVIEW OF BUSINESS SEGMENTS

• dick clark productions, inc. is a diverse entertainment enterprise with core operations in television production, as well as operations in live event planning/integrated marketing and thematic restaurants

•  The Company’s principal lines of business are divided in two segments:

(1) Entertainment operations, which includes:

• Television production

• Corporate event planning and marketing; and

(2) Restaurant operations

15

Entertainment

	FY1997A			FY1998A			FY1999A			FY2000A			FY2001A			LTM 12/31/01			FY2002E			CAGR ‘97-’02E
Revenue	$	50.5		$	63.3		$	51.3		$	72.2		$	52.1		$	44.2		$	49.7		-0.3	%
EBITDA		10.0			12.7			9.2			17.6			8.0			7.6			9.8		-0.5	%
EBIT		9.9			12.5			9.0			17.3			7.9			7.4			9.7		-0.4	%
Margins:
EBITDA		19.8	%		20.0	%		18.0	%		24.3	%		15.4	%		17.2	%		19.6	%
EBIT		19.5	%		19.7	%		17.5	%		24.0	%		15.1	%		16.7	%		19.4	%

Television Production

• dcpi develops and produces a wide range of television programming for television networks, first-run syndicators, cable networks and advertisers

• In its television programming activities, the Company:

— Licenses the rebroadcast rights to some of its programs

— Licenses certain segments of its programming to third parties

— Produces home videos from time to time

•    Occasionally, dcpi develops and produces theatrical motion pictures with third parties that provide financing

Note: CAGR stands for compound annual growth rate

16

• dcpi has produced various formats of television entertainment, including:

— Reality series and specials

— Variety shows

— Game shows

— Movies for television

— Award shows

— Talk shows

— Clip shows

— Children’s programs

• The Company’s library of shows includes, among others:

— Dick Clark’s New Year’s Rockin’ Eve; Bloopers; American Music Awards; Golden Globe Awards; Academy of Country Music Awards; Daytime Emmy Awards; Greed; Beyond Belief: Fact or Fiction; and Your Big Break

Corporate Event Planning and Marketing

• The dick clark communications, inc. (“dcci”) subsidiary specializes in the development of:

— Non-traditional marketing communications programs

— Corporate meetings and special events

— New product introductions

— Trade shows and exhibits

— Event marketing

— Film, video and leisure attractions

• Corporate event planning and marketing represented only 2.0% of the Entertainment segment’s revenue in FY2001

• In its combined television and corporate communications productions businesses, the company had approximately 60 employees as of June 30, 2001

17

Restaurants

	FY1997A			FY1998A			FY1999A			FY2000A			FY2001A			LTM 12/31/01			FY2002E			CAGR     ‘97-’02E
Revenue	$	15.6		$	22.9		$	21.0		$	20.1		$	18.7		$	17.2		$	17.3		2.2	%
EBITDA		1.2			1.9			(0.5	)		(1.7	)		(1.7	)		(1.1	)		(0.4	)	-178.7	%
EBIT		(0.6	)		(1.1	)		(2.8	)		(3.9	)		(3.4	)		(2.8	)		(1.5	)	NM
Margins:
EBITDA		7.8	%		8.4	%		-2.2	%		-8.2	%		-8.9	%		-6.2	%		-2.1	%
EBIT		-4.1	%		-4.8	%		-13.5	%		-19.7	%		-18.3	%		-16.1	%		-8.9	%

· Through its restaurant subsidiary, dick clark restaurants, inc. (“dcri”), the Company operates casual, entertainment-themed restaurants known as Dick Clark’s American Bandstand Grill ^®

— dcri has 11 locations in Illinois, Indiana, Michigan, Missouri, New Jersey, Ohio, Pennsylvania, Texas and Utah

· The Company’s restaurant operations had approximately 650 employees as of June 30, 2001

· Management has decided to significantly reduce its operations and exposure to the restaurant business

· We have been informed that management will take an accounting charge for asset impairment with regard to the restaurant segment in the second quarter of FY2002

18

SUMMARY CONSOLIDATED BALANCE SHEET

	Fiscal Year ending June 30,
	2000		2001		12/31/01
	($ in millions)
ASSETS:
Cash and marketable securities	$	58.5	$	64.1	$	70.1
Accounts receivable		4.6		2.3		3.4
Current and deferred income taxes		0.4		0.1		2.0
Program costs, net		5.1		5.3		7.2
Prepaid royalty, net		2.4		2.1		1.9
Property and equipment, net		11.1		10.0		5.2
Goodwill and other assets, net		1.4		1.5		1.6
Total assets	$	83.4	$	85.4	$	91.4
LIABILITIES AND SHAREHOLDERS’ EQUITY:
Total liabilities	$	10.4	$	7.5	$	16.7
Minority interest		0.8		0.5		0.5
Shareholders’ equity		72.2		77.4		74.2
Total liabilities and shareholders’ equity	$	83.4	$	85.4	$	91.4

Source: SEC public filings; draft 10-Q for period ending December 31, 2001 provided by management

19

CONCLUSIONS ON OPERATIONS

• The television production business has become increasingly competitive over the last several years. It has been characterized by increasing consolidation and rising costs, which are expected to continue for the foreseeable future

• Within this environment, management has done an admirable job of maintaining profitability by being a very efficient niche player in the industry

• Over the past several years, the Company has witnessed a significant decline in its revenue base and profitability in its core business segment, and the Company expects this decline in revenue to continue in fiscal year 2002E

— From fiscal 1997 to 2002E, the compound annual growth rate for entertainment revenue is negative 0.3% and entertainment EBITDA is negative 0.5%

• dcpi faces increasing competitive threats from larger, better-capitalized companies. Such companies have greater ability to pay increasing costs of production, including talent and other creative fees, and many have direct links to or ownership of broad reaching distribution outlets, including broadcast and cable networks and syndication infrastructures

• The Company has the risk of becoming further marginalized within the production landscape as currently constituted

• The communications business is a small part of the Entertainment segment and has produced limited business and profitability. Management does not expect dcci to be a large opportunity going forward

• The restaurant industry is highly competitive and expected to remain so for the foreseeable future. Due to the lack of financial success in the restaurant operations since inception, management has decided to explore ways to minimize its operational and financial exposure to this business segment and will take an asset impairment charge to this end

20

IV.     TRANSACTION ANALYSIS

HISTORICAL COMMON STOCK PRICE PERFORMANCE

• We have reviewed:

— dcpi Common Stock price and trading volume data over the following periods:

• The last 10 trading days

• The last 30 trading days

• One year

• Since the beginning of fiscal year 1997

• Since the initial public offering of the Company’s stock (January 7, 1987)

— We note that there is no public float for the dcpi Class A Common Stock

— dcpi Common Stock price performance in relation to recent news announcements

— dcpi Common Stock price performance compared to various market indices—including the Dow Jones Industrial Average (DJIA), S&P 500 Media Index^(a), index of comparable independent television production companies^(b) and Nasdaq Composite Index—over the following periods:

• One year

• Since the beginning of fiscal year 1997

• Since the initial public offering of the dcpi Common Stock (January 7, 1987)

(a) Includes AOL Time Warner, Clear Channel Communications, Comcast Corp., Disney (Walt) Co., Dow Jones & Co., Gannett, Interpublic Group, Knight-Ridder, McGraw-Hill, Meredith Corp., New York Times Co., Omnicom Group, New York Times, TMP Worldwide, Tribune Co., Univision Communications and Viacom Inc.

(b) Includes Cinar Corp. and Lions Gate Entertainment

22

23

24

RECENT COMMON STOCK PRICE AND VOLUME TRADING PERFORMANCE

	Low		Mean		High		# Trading Days w/ no Volume
Share Price
Current (2/11/02)		—	$	11.19		—	—
10-Day	$	9.70	$	10.30	$	11.19	—
30-Day	$	9.38	$	9.94	$	11.19	—
1-Year	$	8.40	$	10.12	$	13.00	—
Daily Volume
10-Day		0		260		1,500	6
30-Day		0		827		15,200	12
1-Year		0		682		26,100	126

• For the last 10 trading days, dcpi Common Stock traded in a range of $9.70 of $11.19 with an average daily volume of 260 shares and an average price of $10.30 per share

• For the last 30 trading days, dcpi Common Stock traded in a range of $9.38 to $11.19 with an average daily volume of 827 shares and an average price of $9.94 per share

• For the past year, dcpi Common Stock has underperformed the DJIA, but has traded above the Nasdaq Composite, S&P 500 Media Index and index of comparable independent television production companies

— While dcpi Common Stock traded in lock-step with the DJIA, Nasdaq and S&P 500 Media Index in early 2001, the stock traded down in mid-2001 (in line with the Nasdaq) after two consecutive quarters of announced lower earnings growth over prior-year periods; dcpi Common Stock is currently at its 30-day high price

• For the past year, dcpi Common Stock traded in a range of $8.40 to $13.00 with an average daily trading volume of 682 shares

— There have been 126 trading days in the last 12 months where the dcpi Common Stock did not trade any shares

Source: FactSet

Note: Shares traded on the NASDAQ are many times “double-counted” as both the purchase and sale of stock are reported

25

26

27

28

29

LONG-TERM STOCK PRICE AND VOLUME TRADING PERFORMANCE(a)(b)

	Low		Mean		High		# Trading Days w/ no Volume
Share Price
Since FYE’96	$	8.23	$	11.31	$	18.07	—
Since IPO	$	2.47	$	7.32	$	18.07	—
Daily Volume
Since FYE’96		0		1,965		97,020	531
Since IPO		0		4,401		859,719	854

Ÿ Since both its fiscal year-end 1996 and IPO, dcpi Common Stock has significantly underperformed the Dow Jones Industrials Average and the Nasdaq Composite

— Since its fiscal year-end 1996, dcpi Common Stock has traded in a range of $8.23 to $18.07, with an average daily trading volume of 1,965 shares and 531 trading days of no volume

— Since its IPO date of January 7, 1987 (with IPO at adjusted $5.67 per share), dcpi Common Stock has traded in a range of $2.47 to $18.07, with an average daily trading volume of 4,401 shares and 854 trading days of no volume

Source: FactSet

(a) dcpi share prices are adjusted for stock dividends and reflected as stock splits (e.g., 10% stock dividend recorded as a 1.1:1 stock split)

(b) Shares traded on the NASDAQ are many times “double-counted” as both the purchase and sale of stock are reported

30

SUMMARY OWNERSHIP TABLE

Ÿ dcpi Common Stock is closely held with little public float

	Interest(a)
	Economic	Voting
Principal Stockholders (RWC, KWC, Olive)	68.3%	77.9%
Francis La Maina	9.6%	9.8%
Other officers and directors	0.2%	0.1%
Officers and directors as a group	78.1%	87.8%
Other Public Stockholders	21.9%	12.2%
Total	100.0%	100.0%

(a) Based on fully-diluted diluted shares outstanding using the non-Treasury Method

31

Observations on Common Stock Price and Volume Trading Performance

• dcpi Common Stock has underperformed the DJIA over the past year and has negatively reacted to a series of negative earnings announcements

— Over the past year, dcpi Common Stock has slightly outperformed an index of comparable television production companies as well as the Nasdaq

• dcpi’s recent price and volume is consistent with prior recent history

• dcpi Common Stock has underperformed the broader market over the last 5 years, as well as since its IPO

• dcpi Common Stock has had very limited liquidity over time

• dcpi Common Stock has traded at or above an adjusted $14.50 per share for only 39 days since its IPO^(a)

• While dcpi Common Stock is freely traded on the NASDAQ, its activity is limited by a number of factors, which include:

— Closely-held ownership giving it limited public float

— Relatively small size

— Lack of Wall Street analyst coverage

— Scarcity of market makers

• Only six firms make a market in dcpi Common Stock; four of the six firms are “wholesalers”

(a) dcpi share prices are adjusted for stock dividends and reflected as stock splits (e.g., 10% stock dividend recorded as a 1.1:1 stock split); Source: FactSet

32

COMPARABLE MARKET TRADING MULTIPLE ANALYSIS

• dcpi occupies a niche of the television production business which has, in large part, become marginalized

— There are very few public companies of similar size which provide a meaningful comparison for the Company

— Most companies in this niche of television production have either ceased to exist as public companies or have been acquired by much larger companies, which do not provide a meaningful basis for comparison due to their relative size and business activities

• We have examined the trading multiples of two public companies in the television production business which we feel are closest to the Company’s business due to their size and scope of operations. However, there are significant differences between dcpi and these two companies

— Cinar Corp. is an integrated entertainment and education company involved in the development, production, post-production and worldwide distribution of programming and educational products for children and families

— Lions Gate Entertainment develops, produces, and distributes filmed entertainment content, including motion pictures, television programming, animation, and digital media. Lions Gate distributes its films and other media in the U.S., Canada and internationally

33

SELECTED MULTIPLES FOR COMPARABLE COMPANIES(a)

• The closing dcpi Common Stock price of $11.19 per share as of February 11, 2002 represents trading multiples that are within or above the range of multiples found for comparable companies, except for the multiples of CY2001E revenue, CY2001E EBITDA and CY2001E EBIT, which are below those of the one company with which to compare

• The implied transaction value to the Public on an unadjusted and adjusted basis represents multiples that are within or above the range of multiples found for comparable companies, except for the multiples of CY2001E EBITDA and CY2001E EBIT, which are below the range found for comparable companies

	Enterprise Value /												Equity Value /
	LTM Revenue		CY2001E Revenue(b)		LTM EBITDA		CY2001E EBITDA(b)		LTM EBIT		CY2001E EBIT(b)		LTM Earnings		CY2001E Earnings(b)
Mean	1.0	x	1.1	x	5.3	x	15.3	x	6.8	x	23.0	x	33.4	x	NA
High	1.3		1.1		9.2		15.3		11.9		23.0		53.7		NA
Low	0.6		1.1		1.4		15.3		1.6		23.0		13.1		NA
dcpi at February 11, 2001:
Unadjusted	0.8	x	0.8	x	7.1	x	7.1	x	9.9	x	9.9	x	22.1	x	22.1	x
Adjusted(c)	0.8		0.8		4.9		4.9		5.1		5.1		NA		NA
dcpi at Implied Transaction Value to Public:
Unadjusted	1.3		1.3		12.4		12.4		17.4		17.4		28.7		28.7
Adjusted(c)	1.6		1.6		9.5		9.5		9.7		9.7		NA		NA

Projections Sources:  dcpi (Management estimates, 2/02); Lions Gate (Arnhold Bleichroeder, 1/10/02); Cinar (none available)

Note: Financial estimates have been calendarized using forward fiscal year estimates for companies with non-December fiscal year-ends 

(a) Multiples for comparable companies are as of February 11, 2001; LTM for Cinar and Lions Gate as of August 30, 2001 and September 30, 2001, respectively

(b) Implied multiples for the comparable companies are only for Lions Gate as no estimates for Cinar are available

(c) Enterprise value and financial estimates exclusive of restaurant operations

34

35

SUMMARY OBSERVATIONS ON DCPI COMMON STOCK

· dcpi Common Stock is freely traded on the NASDAQ National Market System but suffers from a significant lack of liquidity and Wall Street interest

· Over the past 10 trading days, dcpi Common Stock’s price and volume activity does not appear to have deviated substantially from recent historical patterns

· dcpi Common Stock has underperformed the DJIA, but has traded above an index of comparable independent television production companies and the Nasdaq Composite over the past year

· dcpi Common Stock has underperformed both the DJIA and Nasdaq indices since its initial public offering in 1987

— dcpi Common Stock has offered a compounded annual return of 4.6% (adjusted for stock dividends) over such period, compared to a 11.2% CAGR for each of the DJIA and the Nasdaq Composite

· As of February 11, 2002, dcpi Common Stock generally traded within (and in certain cases above or below) the range of multiples found for selected publicly-traded television programming companies

· As of February 11, 2002, dcpi Common Stock was trading within the range and above the mean of multiples found for its own historical LTM EBITDA trading multiples

· We believe that the dcpi Common Stock price of $11.19 per share as of February 11, 2002, the last trading day prior to announcement of the Proposed Transaction, is a representative public market price for the security

Source: FactSet

Note: Since the Nasdaq Composite adjusted for dividends is not available, other referenced indices are also unadjusted for dividends

36

SUMMARY OF PREMIUMS PAID IN RECENT SELECTED TRANSACTIONS

• The proposed consideration of $14.50 per share in cash for the Public Stockholders of dcpi compared to premiums paid over stock prices in recent selected comparable transactions:

— One-day prior to announcement:    Within the range but below the mean; and

— One-week and four-weeks prior to announcement:    Within the range and above the mean

• Premium represented by consideration offered to dcpi Public Stockholders of $14.50 per share in cash:

	dcpi Common Stock price		Premium to Public
One day prior (February 11, 2002)	$	11.19	29.6%
One week prior (February 5, 2002)	$	10.15	42.9%
Four weeks prior (January 15, 2002)	$	9.90	46.5%

•    Summary of premiums paid on selected recent cash transactions between $100 million and $150 million:

	Premium over Market
	One Day Prior to Announcement	One Week Prior to Announcement	Four Weeks Prior to Announcement
Mean	31.8%	31.5%	29.4%
Median	32.6%	30.8%	25.4%
High	60.0%	55.4%	60.0%
Low	1.7%	2.5%	4.1%

Source: Securities Data Corporation

37

MULTIPLES PAID IN SELECTED ACQUISITIONS IN THE

TELEVISION PRODUCTION SERVICES INDUSTRY

• The proposed consideration of $14.50 per share in cash for the Public Stockholders represents unadjusted multiples that are generally within or above the range of multiples paid in precedent comparable transactions, and adjusted multiples that are within the range and below the mean based on LTM revenue, within the range and above the mean based on LTM EBITDA, and below the range based on LTM EBIT

	Enterprise Value to						Equity Value to
	LTM Revenue		LTM EBITDA		LTM EBIT		LTM Earnings		Book Value
Mean	2.2	x	8.3	x	12.6	x	20.7	x	3.4	x
Median	1.9		11.0		12.4		20.7		3.3
High	4.5		15.3		14.3		23.4		6.0
Low	0.4		0.5		11.1		18.1		1.0
dcpi at Implied Transaction Value to Public:
Unadjusted	1.3	x	12.4	x	17.4	x	28.7	x	2.0	x
Adjusted(a)	1.6		9.5		9.7		NA		NA

(a) Enterprise value and financial estimates exclusive of restaurant operations

38

CONSIDERATIONS PAID TO PUBLIC AND PRINCIPAL STOCKHOLDERS—PER SHARE VALUES

Public Stockholders
Cash	$14.50
Principal Stockholders
Cash	$12.50
Promote Equity in Purchaser(a)	$0.13
Investment in Purchaser	At Cost
Employment Agreement, incl. Options on Purchaser stock	Negotiated with Purchaser on terms similar to existing Employment Agreement with the Company

• Unlike most other transactions, the Principal Stockholders are not receiving a “control premium” in the Proposed Transaction

• The Public Stockholders are receiving in cash a 14.8% premium over the consideration being paid to the Principal Stockholders

(a) Assumes 3% of fully-diluted equity in Purchaser based on initial equity capitalization as provided in draft Subscription Agreement as of February 11, 2002.

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OTHER TRANSACTION PROPOSALS

· Over the last few years the Company has received several unsolicited proposals

· In addition, at the request of the Company, Allen has approached several potential acquirors or strategic partners during the recent past. This list included several large media companies, including those with major network, production or distribution assets, smaller strategic media companies and large financial institutions. This investigation garnered little serious interest after cursory evaluation, except for the one listed below

· Of all the proposals received during this time, the only one that was competitive to the Proposed Transaction is that submitted by Zelnick Media and Ripplewood Holdings (Project Philly). This offer was for a purchase of the Public for $14.00 per share in cash and $12.53 per share in cash for the Principal Stockholders, as well as a 6-year non-interest bearing note to the Principal Stockholders for approximately $3.4 million. The offer also included a 6-year management salary deferral for Mr. Clark

— This offer remained subject to financing and confirmatory due diligence, as well as other items

40

TERMINATION FEES OF THE PROPOSED MERGER AGREEMENT

• The termination fee contemplated by the draft proposed Agreement and Plan of Merger is either (i) $4.25 million, which represents 3.1% of the transaction equity value or (ii) $4.085 million, which equates to 3.0% of the transaction equity value, if a superior proposal is accepted which provides for a payment to the Principal Stockholders in excess of $13.00 per share

• The range of break-up fees in selected comparably-sized cash transactions since 1999 is from 1.1% to 6.1% with an average of 3.4%

• In addition, the Principal Stockholders have agreed to compensate the Purchaser to a sharing of proceeds to the Principal Stockholders of any alternative transaction entered into other than the Proposed Transaction in the amount of 50% of the proceeds to the Principal Stockholders exceeding $12.50 but not in excess of $14.00 per share

41

V.     CONCLUDING OBSERVATIONS AND OPINION

CONCLUDING OBSERVATIONS

• Management expects continuing difficulties in the television programming industry, including risk of marginalization due to increased consolidation and vertical integration, which make the Company’s future prospects difficult to predict

• The closing price of $11.19 per share of dcpi Common Stock as of February 11, 2002 is a representative public market price for that security

• The indicative premiums paid to the Public are within the range and above or just below the mean of premiums paid in comparable precedent transactions

• The proposed consideration of $14.50 per share in cash for the Public Stockholders of dcpi is within the range and above most of the financial ratios that we analyzed in comparable precedent transactions

• The Proposed Transaction offers a liquidity event to the Public Stockholders which has been unavailable in the public market

• The Proposed Transaction provides a significant premium to the Public Stockholders above the price paid to the Principal Stockholders

• We have also performed a discounted cash flow (DCF) analysis based on financial information provided by dcpi through fiscal 2004

— The DCF analysis yielded a net present equity value per share between $11.99 and $14.11

43

OPINION

We are of the opinion, for the reasons set forth herein, that as of this date

the consideration to be received by the Public Stockholders

as a result of the Proposed Transaction, as contemplated by the draft

Agreement and Plan of Merger dated February 12, 2002,

is fair to the Public Stockholders of dick clark productions, inc.

from a financial point of view

44

EX-99.(C)(4)

In preparing the enclosed discussion materials, Ladenburg Thalmann & Co. Inc. (“Ladenburg”) has assumed, without independent verification, the accuracy and completeness of all the financial and other information regarding dick clark productions, inc. (“dick clark productions”) which has been provided to us by dick clark productions. We were not retained to and did not complete any independent valuation or appraisal of the assets and liabilities of dick clark productions nor did we verify any of the records of dick clark productions. With respect to all legal matters, we have relied on the information provided by dick clark productions and their respective agents.

The enclosed discussion materials are necessarily based on economic, market and other considerations in effect on, and the information made available to us as of, the date hereof. It should be understood that subsequent developments may affect the results with resulting changes in the materials herein.

It is understood that the enclosed discussion materials have been prepared exclusively for the information of the Board of Directors of dick clark productions. It is confidential and may not be used for any other purpose without Ladenburg’s prior written consent, except as outlined in the engagement letter between dick clark productions and Ladenburg dated February 6, 2002.

In reviewing the enclosed materials, Ladenburg believes that the analyses must be considered as a whole and that selecting portions of the analyses and of the factors considered, without considering all factors and analyses, could result in a misleading conclusion.

In preparing the enclosed material, Ladenburg made certain assumptions with respect to industry performance, general business and economic conditions and other matters which were deemed appropriate, many of which are beyond dick clark productions’ control. As a result, the discussion materials contained herein are not necessarily representative of actual values or prospects for dick clark productions, which may be significantly more or less favorable. Estimates of value of companies do not purport to be appraisals or to necessarily reflect the prices at which companies may be sold.

Ladenburg Thalmann & Co. Inc.

590 Madison Ave.

New York, NY 10022

February 13, 2002

1

TABLE OF CONTENTS

I.	Executive Summary
II.	dick clark productions Premiums Paid Analysis
III.	dick clark productions Comparable Company Analysis
IV.	dick clark productions Comparable Transaction Analysis
V.	dick clark productions Discounted Cash Flow Analyses
VI.	dick clark productions Common Stock Performance
VII.	dick clark productions Common Stock and Volume Frequency Analysis
VIII.	Historical and Projected Operating Performance for dick clark productions

2

EXECUTIVE SUMMARY

Scope of the Assignment

Ladenburg Thalmann & Co. Inc. (“Ladenburg”) understands that dick clark productions, inc., a Delaware corporation (the “Company”), Capital Communications CDPQ Inc., a Quebec corporation (“Capital Communications”), DCPI Investco, Inc., a Delaware corporation (“Parent”), and DCPI Mergerco, Inc., a Delaware corporation (“Merger Sub”), have proposed entering into an Agreement and Plan of Merger dated February 13, 2002 (the “Agreement”) pursuant to which Merger Sub shall be merged with and into the Company and the separate existence of Merger Sub will cease and the Company shall continue as the surviving corporation (the “Proposed Transaction”). Ladenburg further understands that at the Effective Time, holders of each issued and outstanding share of Capital Stock other than shares held by the Principal Stockholders (the “Non-Affiliate Stockholders”) shall be converted automatically into the right to receive from the surviving corporation $14.50 in cash. Each issued and outstanding share of Capital Stock held by the Principal Stockholders shall be converted automatically into the right to receive from the surviving corporation $12.50 in cash (collectively, the “Merger Consideration”). In addition, each outstanding Company Stock Option shall be cancelled immediately prior to the Effective Time in exchange for payment of an amount in cash equal to the product of (i) the number of unexercised shares of the Company Common Stock and (ii) the excess, if any, of the Merger Consideration over the per share exercise price of such Company Stock Option.

In addition to a fairness opinion being provided to the Board of Directors by Allen & Company Incorporated, the Company, on behalf of its Board of Directors, has requested the opinion of Ladenburg as to whether the consideration to be received by the Non-Affiliate Stockholders with respect to the Proposed Transaction is fair as of the date hereof, from a financial point of view, to the Non-Affiliate Stockholders of the Company.

Summary of Deal Structure

Our understanding of the transaction as outlined in the Agreement and Plan of Merger is as follows:

Structure: Ladenburg understands that dick clark productions, inc., a Delaware corporation (the “Company”), Capital Communications CDPQ Inc., a Quebec corporation (“Capital Communications”), DCPI Investco, Inc., a Delaware corporation (“Parent”) and DCPI Mergerco, Inc., a Delaware corporation (“Merger Sub”), have proposed entering into an Agreement and Plan of Merger dated February 13, 2002 (the “Agreement”) pursuant to which Merger Sub shall be merged with and into the Company and the separate existence of Merger Sub will cease and the Company shall continue as the surviving corporation (the “Proposed Transaction”).

3

Merger Consideration: Ladenburg further understands that at the Effective Time, each issued and outstanding share of Capital Stock held by stockholders other than shares held by the Principal Stockholders (the “Non-Affiliate Stockholders”) shall be converted automatically into the right to receive from the surviving corporation $14.50 in cash. Each issued and outstanding share of Capital Stock held by the Principal Stockholders shall be converted automatically into the right to receive from the surviving corporation $12.50 in cash (collectively, the “Merger Consideration”).

Options: In addition, each outstanding Company Stock Option shall be cancelled immediately prior to the Effective Time in exchange for payment of an amount in cash equal to the product of (i) the number of unexercised shares of the Company Common Stock and (ii) the excess, if any, of the Merger Consideration over the per share exercise price of such Company Stock Options.

Representations & Warranties: Customary representations and warranties.

Conditions to Merger: Customary conditions to consummation of the merger including:

— The Voting Agreement by and among Richard W. Clark, Karen W. Clark and Olive Enterprises, Inc., stockholders of Mulholland, Inc. and Parent shall have been duly executed and delivered.

— The Non-Competition and Non-Solicitation Agreement by and among Richard W. Clark and Parent shall have been duly executed and delivered.

— Stockholder approval.

— Receipt of a written opinion of Allen & Company Incorporated, dated as of the date of the meeting of the Board approving this Agreement, to the effect that the consideration to be received by the Non-Affiliate Stockholders is fair, from a financial point of view, to such stockholders.

— Receipt of a written opinion of Ladenburg, to the effect that, as of the date of such written opinion, the consideration to be received as a result of the Merger by the Non-Affiliate Stockholders is fair, from a financial point of view, to such stockholders

Termination: Customary termination events including:

— By mutual written consent of Parent and the Company.

— By either Parent or the Company if the Proposed Transaction has not been consummated on or before July 31, 2002.

— By the Company upon receipt of a Superior Proposal.

4

Break-Up Fee: In the event that the Company terminates the Agreement pursuant to receipt of a Superior Proposal, the Company shall pay to Parent a termination fee ranging from $4.085 million to $4.25 million.

5

Scope of the Analysis

In arriving at its Opinion, Ladenburg has:

(i)      reviewed the draft Agreement dated February 12, 2002;

(ii)     reviewed the Company’s Annual Report to shareholders on Form 10-K for the fiscal years ended June 30, 2001 and June 30, 2000;

(iii)    reviewed the Company’s Quarterly Report to shareholders on Form 10-Q for the quarter ended September 30, 2001;

(iv)    reviewed the Company’s draft Quarterly Report to shareholders on Form 10-Q for the quarter ended December 31, 2001;

(v)     reviewed certain other historical, operating and financial information and projections, provided to us by the management of the Company relating to its business prospects;

(vi)    compared the results of operations of the Company with those of certain companies which we deemed to be reasonably comparable to the Company;

(vii)   reviewed the financial terms, to the extent publicly available, of certain transactions which we deemed to be reasonably comparable to the Proposed Transaction;

(viii)  reviewed certain historical information regarding trading of the common stock of the Company; and,

(ix)    conducted such other analyses and examinations and considered such other financial, economic and market criteria as Ladenburg deemed necessary in arriving at its opinion.

This opinion does not in any manner address whether or not the consideration being paid to the Non-Affiliate Stockholders is fair from a financial point of view when compared to the consideration to be received by the Principal Stockholders. Ladenburg did not undertake nor have we been furnished an evaluation or appraisal of business arrangements among Capital Communications, Parent and the Principal Stockholders that might be construed as compensation to the Principal Stockholders in addition to the Merger Consideration. In addition, Ladenburg did not perform any additional due diligence with respect to Capital Communications CDPQ, Inc., DCPI Investco, Inc., or DCPI Mergeco, Inc.

6

In arriving at its Opinion, Ladenburg performed the following primary analyses, among others:

(i)  Premiums Paid Analysis—Ladenburg reviewed the premium of the Offer Price to the trading prices one day, one week and four weeks prior to the announcement date of selected acquisition transactions in the media and entertainment industry (the “Media and Entertainment Transactions”) announced since January 1, 2000. Ladenburg then compared the premiums paid for the Media and Entertainment Transactions to the premiums being offered to the Non-Affiliate Stockholders of the Company. The Media and Entertainment Transactions’ mean premium to the closing prices one day, one week and four weeks prior to the announcement date were 16.5%, 20.9% and 23.2%, respectively. Ladenburg noted that the offer price to the Non-Affiliate Stockholders of the Company of $14.50 represents a 32.7% premium to the $10.93 per share closing price one day prior to February 13, 2002, a 49.5% premium to the $9.70 per share closing price one week prior to February 13, 2002, and a 46.5% premium to the $9.65 per share closing price four weeks prior to February 13, 2002. Ladenburg noted that the premiums being offered to the Non-Affiliate Stockholders of the Company were above the range of mean premiums paid for the Media and Entertainment Transactions.

(ii)  Comparable Company Analysis—Using publicly available information, Ladenburg compared selected historical, current and projected operating and financial data and financial ratios for the Company with certain data from selected publicly traded Media and Entertainment companies that, in Ladenburg’s judgement, were reasonably comparable to the Company. The Media and Entertainment companies selected were: Alliance Atlantis Communications, Inc., CINAR Corporation, Film Roman, Inc., Image Entertainment, Inc., J2 Communications, and Peace Arch Entertainment Group Inc. (collectively, the “Comparable Companies”). Ladenburg reviewed, among other things, the following data with respect to the Comparable Companies: operating statement data, including latest twelve months (“LTM”) Revenue; Projected 2001 Revenue; Projected 2002 Revenue; LTM Operating Income (earnings before interest and taxes or “EBIT”); LTM Operating Cash Flow (earnings before interest, taxes, depreciation and amortization or “EBITDA”); LTM Net Income; Projected 2001 Net Income; Projected 2002 Net Income and Most Recent Quarter’s (“MRQ”) Book Value. Utilizing this information, Ladenburg calculated a range of market multiples for the Comparable Companies by dividing the “Enterprise Value” (total common shares outstanding multiplied by closing market price per share on February 11, 2002, or “Market Equity Value”, plus total debt, less cash and equivalents) for each Comparable Company by, among other things, such company’s LTM Revenue, LTM EBIT, LTM EBITDA, and by dividing each of the Comparable Companies’ Market Equity Value by, among other things, the companies’ LTM Net Income, Projected 2001 Net Income, Projected 2002 Net Income and the MRQ Book Value.

For the Comparable Companies: (a) the LTM Revenue multiples ranged from 0.48x

7

to 1.47x (0.79x mean), (b) the LTM EBIT multiples ranged from 0.22x to 44.72x (15.50x mean), (c) the LTM EBITDA multiples ranged from 3.72x to 11.17x (7.85x mean), (d) the LTM Net Income multiples ranged from 13.26x to 16.75x (15.00x mean), (e) the sole Projected 2001 Net Income multiple was 13.60x, (f) the sole Projected 2002 Net Income multiple was 15.07x, and (g) the MRQ Book Value multiples ranged from 0.60x to 2.43x (1.27x mean).

Ladenburg then compared the market multiples for the Comparable Companies to the multiples being offered to the Non-Affiliate Stockholders. Based on a merger consideration to the Non-Affiliate Stockholders of $14.50 per share, the implied multiples were as follows: (a) the Enterprise Value to LTM Revenue was 1.26x, (b) the Enterprise Value to LTM EBIT was 16.74x, (c) the Enterprise Value to Projected LTM EBITDA was 11.91x, (d) the Market Equity Value to LTM Net Income was 28.34x, (e) the Market Equity Value to Projected 2002 Net Income was 34.83x, (f) the Market Equity Value to Projected 2003 Net Income was 17.88x, and (g) the MRQ Book Value multiple was 1.99x. Ladenburg noted that the LTM Revenue, the LTM EBIT, the LTM EBITDA, the LTM Net Income, the Projected 2002 Net Income, the Projected 2003 Net Income, and the MRQ Book Value multiples being offered to the Company were either within or above the range.

(iii)  Comparable Transaction Analysis—Ladenburg reviewed selected publicly available financial data at the effective date of the transaction, including Enterprise Value to LTM Revenue, Enterprise Value to LTM EBIT, Enterprise Value to LTM EBITDA, Market Equity Value to LTM Net Income and MRQ Book Value, regarding seventeen transactions (the “Comparable Transactions”) with deal values (including net debt) of up to $4.6 billion. The seventeen Comparable Transactions selected, which were announced between January 2000 and the present were as follows: (a) the acquisition of 85.0% of Ascent Entertainment Group, Inc. by Liberty Media Group, (b) the acquisition of 100.0% of Trimark Holdings, Inc. by Lions Gate Entertainment Corp., (c) the acquisition of 100.0% of Video Services Corp. by Liberty Livewire Corp., (d) the acquisition of 9.63% of Omega Project Co. Ltd. by Marubeni Corp., (e) the acquisition of 100.0% of Salter Street Films Ltd. by Alliance Atlantis Communications, Inc., (f) the acquisition of 19.65% of Expand SA by StudioCanal (Canal Plus), (g) the tender offer for 0.51% of the outstanding shares of Expand SA (StudioCanal) at $47.30 per share by StudioCanal (Canal Plus) (h) the acquisition of the remaining interest of Expand SA (StudioCanal) not already owned by StudioCanal (Canal Plus SA), (i) the acquisition of 42.85% of Zee Telefilms Ltd. by Goldman Sachs Invest MV Ltd., (j) the acquisition of Flextech PLC by Telewest Communications PLC, (k) the acquisition of 99.2% of Endemol Entertainment NV by Telefonica SA, (l) the acquisition of 94.0% of Nelvana Ltd. by Corus Entertainment, Inc., (m) the acquisition of 25.0% of CinemaxX AG by Senator Film AG, (n) the acquisition of 8.05% of Golden Harvest Entertainment by Prudential Asset Management, (o) the acquisition of 14.8% of StudioCanal (Canal Plus) by

8

Groupe Canal Plus, (p) the acquisition of 100% of Motion International, Inc. by TVA International (TVA Group) and (q) the acquisition of 100% of Brainpool TV AG by Viva Media AG.

Ladenburg calculated the multiples of each of the aforementioned selected data points for the Comparable Transactions. The range of multiples calculated for the Comparable Transactions were: (a) Enterprise Value to LTM Revenue were 0.67x to 3.22x (1.81x mean), (b) Enterprise Value to LTM EBIT were 8.85x to 37.22x (19.79x mean), (c) Enterprise Value to LTM EBITDA were 1.34x to 12.88x (6.71x mean), (d) Market Equity Value to LTM Net Income were 11.16x to 56.29x (28.19x mean), and (e) Market Equity Value to MRQ Book Value were 1.33x to 2.99x (1.83x mean).

Based on a merger consideration to the Non-Affiliate Stockholders of $14.50 per share, the implied multiples were as follows: (a) LTM Revenue was 1.26x, (b) LTM EBIT was 16.74x, (c) LTM EBITDA was 11.91x, (d) LTM Net Income was 28.34x, and (e) MRQ Book Value was 1.99x. Ladenburg noted that the LTM Revenue, the LTM EBIT, LTM EBITDA, the LTM Net Income, and the MRQ Book Value multiples being offered to the Non-Affiliate Stockholders were either within or above the range of the Comparable Transactions.

(iv)  Discounted Cash Flow Analysis—Ladenburg performed two Discounted Cash Flow (“DCF”) analyses for dick clark productions on a stand-alone basis, based upon financial projections presented by management. The two DCF analyses are based on two different terminal multiple metrics: Projected Revenue and EBITDA. For each DCF analysis, Ladenburg reduced Management’s projected Revenues by 20% to adjust for volatility, and discounted the projected unleveraged free cash flows (earnings before interest and taxes, plus depreciation and amortization, less capital expenditures and changes in working capital) for the respective three years and the terminal value (calculated as a multiple of Projected 2004 Revenue or EBITDA). From this Enterprise Value, Ladenburg subtracted all debt obligations appearing on the Company’s draft balance sheet at December 31, 2001, and added the cash balance on such balance sheet to arrive at an implied equity value (“Equity Value”). The terminal value was computed by applying Revenue and EBITDA multiples ranging from 1.0x to 2.0x and 7.0x to 9.0x to the forecasted Revenue and EBITDA for fiscal 2004, respectively.

Applying discount rates ranging from 12.5% to 16.5% for both Projected Revenue and Projected EBITDA, Ladenburg calculated the Company’s Equity Value.

Ladenburg’s calculation of the Company’s Equity Value ranged from $111.5 million to $149.5 million at Revenue multiples ranging from 1.0x to 2.0x. Ladenburg noted that the mean Equity Value observation assuming a weighted average cost of capital

9

of 14.5% and a terminal Revenue multiple of 1.5x was $129.6 million or $12.71 per share.

Ladenburg’s calculation of the Company’s Equity Value ranged from $118.7 million to $135.6 million at EBITDA multiples ranging from 7.0x to 9.0x. Ladenburg noted that the mean Equity Value observation assuming a weighted average cost of capital of 14.5% and a terminal EBITDA multiple of 8.0x was $126.8 million or $12.43 per share.

Conclusion

Based upon and subject to the foregoing and other factors it deemed relevant, Ladenburg is of the opinion that, as of the date hereof, the consideration to be received by the Non-Affiliate Stockholders with respect to the Proposed Transaction is fair from a financial point of view to the Non-Affiliate Stockholders of the Company.

10

SECTION II

PREMIUMS PAID ANALYSIS

	Takeover Stock Price Premiums (%)(a)
	1 Day		1 Week		4 Weeks
Premium Paid:
High	103.5%		103.5%		100.9%
Low	(40.5%	)	(38.2%	)	(40.5%	)
Mean	16.5%		20.9%		23.2%
Median	8.3%		20.8%		23.3%
Implied Premium to Stockholders of dick clark productions, inc.:	32.7%	(b)	49.5%	(c)	46.5%	(d)

(a) Selected Media & Entertainment deals announced since January 1, 2000. Includes Motion Picture and Video Tape Production, Services Allied to Motion Picture Production, and Motion Picture and Video Tape Distribution, or SIC Codes 7812, 7819 and 7822, respectively.

(b) Based upon February 12, 2002 market closing price of $10.93.

(c) Based upon February 4, 2002 market closing price of $9.70.

(d) Based upon January 15, 2002 market closing price of $9.65.

12

Transaction List

Completed Acquisitions of Selected Media & Entertainment (1) Public Companies—January 1, 2000 to the Present

			Equity Value ($ Millions)		Takeover Price / Share		Takeover Stock Price Premiums (%) to Prior Periods:
Date Announced
	Target Name	Acquiror Name					1 Day	1 Week	4 Weeks
1/10/00	Time Warner	America Online Inc.	$	164,746.5	$	110.6	70.9%	55.8%	70.2%
1/27/00	Flextech PLC	Telewest Communications PLC		2,257.8		14.3	5.8%	30.1%	46.1%
2/22/00	Ascent Entertainment Group Inc.	Liberty Media Group		748.8		15.3	50.6%	33.3%	28.4%
3/17/00	Endemol Entertainment NV	Telefonica SA		10,463.6		304.0	11.3%	47.5%	53.3%
3/17/00	Primedia Ltd	Mineworkers Investment Co.		79.8		9.5	4.9%	2.7%	5.7%
3/21/00	Golden Harvest Entertainment	Lai Sun Hotels International		302.1		1.3	-40.5%	6.7%	-40.5%
4/24/00	Zee Telefilms Ltd.	Goldman Sachs Invest MV Ltd.		8,000.0		1,000.0	38.7%	8.0%	-10.0%
5/22/00	Golden Harvest Entertainment	Prudential Asset Management		70.4		1.3	24.3%	20.8%	25.5%
6/6/00	Trimark Holdings Inc.	Lions Gate Entertainment Corp.		48.6		9.8	12.7%	63.8%	40.4%
7/26/00	Video Services Corp.	Liberty Livewire Corp.		138.3		9.7	103.5%	103.5%	100.9%
2/7/01	Omega Project Co Ltd.	Marubeni Corp.		1,499.9		270.0	-6.3%	-9.1%	23.3%
6/18/01	Expand SA	StudioCanal (Canal Plus)		429.6		360.8	2.8%	-14.7%	-8.3%
6/27/01	Expand SA (StudioCanal)	StudioCanal (Canal Plus)		11.2		360.8	2.8%	-14.7%	-8.3%
6/28/01	StudioCanal (Canal Plus)	Groupe Canal Plus		1,588.2		95.1	26.1%	21.5%	17.9%
11/6/01	Metrodome Group PLC	TV-Loonland AG		0.7		0.2	-34.6%	-38.2%	-20.9%
11/7/01	Brainpool TV AG	Viva Media AG		98.8		9.3	8.3%	38.0%	72.5%
11/13/01	Expand SA (StudioCanal)	StudioCanal (Canal Plus SA)		959.5		360.8	-1.4%	-0.2%	-1.1%

(1) Includes transactions of Motion Picture and Video Tape Production, Motion Picture and Video Tape Distribution, and Services Allied to Motion Picture Production, or SIC Codes 7812, 7819 and 7822, respectively.

13

SECTION III

SUMMARY—COMPARABLE COMPANY ANALYSIS

Comparable Company Analysis:

	Comparable Companies’ Multiples(a)			DCPI LTM Results			dick clark productions, inc. Implied Equity Value ($ in 000s)
MULTIPLE OF:	Low	High	Mean				Low		High		Mean
LTM Revenue	0.48x	1.47x	0.79x	$	61,403		$	99,878	$	160,185	$	118,747
LTM Operating Cash Flow (“EBITDA”)(b)	3.72	11.17	7.85		6,519			94,393		142,977		121,293
LTM Operating Income (“EBIT”)	0.22	44.72	15.50		4,640			71,151		277,632		142,069
LTM Net Income	13.26	16.75	15.00		5,216			69,159		87,370		78,264
Projected 2001 Net Income	13.60	13.60	13.60		4,244	(d)		57,704		57,704		57,704
Projected 2002 Net Income	15.07	15.07	15.07		8,267	(e)		124,620		124,620		124,620
MRQ Book Value	0.60	2.43	1.27		74,179			44,566		180,552		94,115
Mean(c)								$83,961		$162,223		$113,185
Shares Outstanding								10,194		10,194		10,194
Implied Equity Value Per Share(c)								$8.24		$15.91		$11.10

NM = Non-material

LTM = Last Twelve Months

MRQ = Most Recent Quarter

(a) Excludes negative and non-material values.

(b) Amortization of production and film costs were not added back to EBIT to derive EBITDA.

(c) Excludes Projected 2001 Net Income.

(d) Based upon dick clark productions’ fiscal 2002 projections.

(e) Based upon dick clark productions’ fiscal 2003 projections.

15

Operational Analysis

	dick clark productions		Alliance Atlantis (a)		CINAR Corporation (a)		Film     Roman			Image Entertainment		J2 Communications			Peace Arch Entertainment (a)
	($ and shares outstanding in 000s)
Ticker Symbol		DCPI		AACB		CINRB		ROMN			DISK		JTWO			PAE
Fiscal Year End		6/30		3/31		11/30		12/31			3/31		7/31			8/31
Last Twelve Months End		6/30/01		9/30/01		8/31/01		9/30/01			9/30/01		10/31/01			11/30/01
Common Stock Price as of 2/12/02	$	10.930	$	10.130	$	2.300	$	0.250		$	2.500	$	8.630		$	0.550
52 Week High		13.000		14.950		4.550		1.150			3.730		15.000			3.600
52 Week Low		8.400		8.601		1.600		0.180			1.490		3.150			0.500
Market Value		111,416		368,843		94,263		2,144			39,571		11,908			1,538
Enterprise Value		41,285		788,183		46,626		(799	)		44,944		11,458			16,827
Market Value of Equity
52 Week High		132,517		20,628		63,611		3,215			59,039		20,697			10,066
52 Week Low		85,626		313,171		65,574		1,544			23,584		4,346			1,398
Net Revenue:
Last Twelve Months		61,403		537,420		90,091		51,195			92,773		318			24,092
2000		70,772		806,100		153,085		44,552			100,770		306			55,399
1999		92,243		771,600		172,644		48,605			84,854		1,480			35,438
LTM Gross Profit		9,993		149,700		52,252		1,339			27,088		266			(1,978	)
LTM Gross Profit Margin		16.27%		27.86%		58.00%		2.62%			29.20%		83.82%			-8.21%
LTM Operating Cash Flow (“EBITDA”)(b)		6,519		91,140		12,528		(3,225	)		4,022		(1,830	)		(5,357	)
LTM Operating Cash Flow Margin		10.62%		16.96%		13.91%		-6.30%			4.34%		-575.53%			-22.23%
Operating Income:
Last Twelve Months		4,640		71,400		7,724		(3,637	)		1,005		(2,083	)		(5,968	)
% Net Revenue		7.56%		13.29%		8.57%		-7.10%			1.08%		-655.33%			-24.77%
2000		4,440		106,900		1,739		(2,863	)		5,692		(3,130	)		(9,595	)
% Net Revenue		6.27%		13.26%		1.14%		-6.43%			5.65%		-1022.21%			-17.32%
1999		13,393		91,700		1,022		(7,835	)		1,662		854			(2,640	)
% Net Revenue		14.52%		11.88%		0.59%		-16.12%			1.96%		57.72%			-7.45%

(a) Alliance Atlantis Communications Inc., CINAR Corporation and Peace Arch Entertainment Group Inc. adjusted from Canadian dollars to US dollars by exchange rate 0.60 US dollars = 1 Canadian dollar.

(b) Amortization of production and film costs have been excluded from the EBITDA calculation.

16

	dick clark productions		Atlantis Alliance (a)		CINAR Corporation (a)		Film     Roman		Image Entertainment		J2 Communications		Peace Arch Entertainment (a)		MEAN
	($ and shares outstanding in 000s)
Net Income Before Extra Items:
Last Twelve Months	$5,216.00		$22,020.00		$7,109.40		-$3,868.13		$19.00		-$2,051.45		-$8,731.80
% Net Revenue	8.49	%	4.10	%	7.89	%	-7.56	%	0.02	%	-645.28	%	-36.24	%	-112.84	%
2000	5,155		35,000		(3,239	)	(2,586	)	4,436		(3,077	)	(14,280	)
% Net Revenue	7.28	%	4.34	%	-2.12	%	-5.80	%	4.40	%	-1004.60	%	-25.78	%	-171.59	%
1999	10,398		39,100		(1,620	)	(7,493	)	1,415		826		(3,268	)
% Net Revenue	11.27	%	5.07	%	-0.94	%	-15.42	%	1.67	%	55.83	%	-9.22	%	6.16	%
LTM Working Capital	67,871		806,220		105,457		(2,723	)	17,118		(1,845	)	6,383
% LTM Net Revenue	110.53	%	150.02	%	117.06	%	-5.32	%	18.45	%	-580.49	%	26.50	%	-112.84	%
LTM Net Free Cash Flow	6,289		(383,280	)	11,983		(3,373	)	921		(1,831	)	(5,447	)
% LTM Net Revenue	10.24	%	-71.32	%	13.30	%	-6.59	%	0.99	%	-575.84	%	-22.61	%	-110.34	%

(a) Alliance Atlantis Communications Inc., CINAR Corporation and Peace Arch Entertainment Group Inc. adjusted from Canadian dollars to US dollars by exchange rate 0.60 US dollars = 1 Canadian dollar.

17

	dick clark productions		Alliance Atlantis (a)		CINAR Corporation (a)		Film Roman		Image Entertainment		J2 Communications		Peace Arch Entertainment (a)		MEAN
	($ and shares outstanding in 000s)
Operating Return On:
Average Assets	5.25	%	5.75	%	3.49	%	-12.99	%	1.33	%	-61.95	%	-19.19	%	-13.93	%
Average Equity	6.12	%	17.05	%	4.38	%	-234.95	%	3.16	%	-201.16	%	-603.52	%	-169.17	%
Balance Sheet Ratios:
Current Ratio	5.06		3.22		6.19		0.91		1.43		0.21		1.61		2.3
Quick Ratio	0.86		3.22		3.43		0.81		1.40		0.01		1.47		1.7
Working Capital	67,871		806,220		105,457		(2,723	)	17,118		(1,845	)	6,383
Receivable Days	20		254		179		3		46		NM		19		83.5
Payable Days	43		300		196		9		91		1,905		35		422.7
Total Debt/ Total Equity	NM		87.80	%	5.34	%	NM		21.61	%	NM		2646.34	%	460.18	%
Long-Term Debt/Marke	NM		47.69	%	17.96	%	NM		11.13	%	NM		52.42	%	21.53	%

(a) Alliance Atlantis Communications Inc., CINAR Corporation and Peace Arch Entertainment Group Inc. adjusted from Canadian dollars to US dollars by exchange rate 0.60 US dollars = 1 Canadian dollar.

18

Valuation Analysis

	dick clark productions		Alliance Atlantis		CINAR Corporation (a)		Film Roman		Image Entertainment		J2 Communications		Peace Arch Entertainment		MEAN
	($ and shares outstanding in 000s)
Valuation Ratios:
Market Value/LTM Net Income	21.36	x	16.75	x	13.26	x	-0.55	x	2082.66	x	-5.80	x	-0.18	x	15.00	x(a)
Market Value/Projected 2001 Net Income	26.25		13.60		N/A		N/A		N/A		N/A		N/A		13.60	(b)
Market Value/Projected 2002 Net Income	13.48		15.07		N/A		N/A		NA		N/A		N/A		15.07	(c)
Enterprise Value/LTM Operating Income	8.90		11.04		6.04		0.22		44.72		-5.50		-2.82		15.50	(d)
Enterprise Value/LTM Operating Cash Flow	6.33		8.65		3.72		0.25		11.17		-6.26		-3.14		7.85	(e)
Enterprise Value/LTM Net Revenue	0.67		1.47		0.52		-0.02		0.48		36.04		0.70		0.79	(f)
Market Value/MRQ Book Value	1.50		0.77		0.60		-1.42		1.27		11.50		2.43		1.27	(g)
Market Capitalization(h):
Current Maturities of LTD & Cap	$0		$43,980		$0		$0		$0		$0		$7,898
Long-Term Debt	0		375,900		8,374		0		5,000		0		8,821
Capitalized Leases	0		0		0		0		1,738		0		0
Preferred Equity	0		0		0		0		0		0		0
Market Value of Equity	111,416		368,843		94,263		2,144		39,571		11,908		1,538
Cash	70,131		540		56,011		2,944		1,365		450		1,430
Enterprise Value	41,285		788,183		46,626		(799	)	44,944		11,458		16,827
Common Shares Outstanding	10,194		36,411		40,984		8,578		15,828		1,380		2,796

LTM = Last Twelve Months; MRQ = Most Recent Quarter

(a) Includes Alliance Atlantis and CINAR Corporation.

(b) Based upon Alliance Atlantis.

(c) Based upon Alliance Atlantis.

(d) Includes Alliance Atlantis, CINAR Corporation, Film Roman and Image Entertainment.

(e) Includes Alliance Atlantis, CINAR Corporation and Image Entertainment.

(f) Excludes Film Roman and J2 Communications.

(g) Includes Alliance Atlantis, CINAR Corporation, Image Entertainment and Peace Arch Entertainment.

(h) Alliance Atlantis Communications Inc., CINAR corporation and Peace Arch Entertainment Group Inc. adjusted from Canadian dollars to US dollars by exchange rate 0.60 US dollars = 1 Canadian dollar.

19

Financial Analysis

	dick clark productions		Alliance Atlantis (a)		CINAR Corporation (a)	Film Roman		Image Entertainment		J2 Communications		Peace Arch Entertainment (a)
	($ and shares outstanding in 000s)
Last Twelve Months Income & Cash Flow Items:
Net Revenue	$61,403		$537,420		$90,091	$51,195		$92,773		$318		$24,092
Cost of Goods Sold	51,410		387,720		37,838	49,856		65,685		51		26,071
Gross Profit	9,993		149,700		52,252	1,339		27,088		266		(1,978	)
SG&A Expenses	5,353		62,520		39,724	4,976		20,323		910		2,749
Other Operating Expenses	0		15,780		4,804	0		5,760		1,439		1,241
Operating Income (EBIT)(b)	4,640		71,400		7,724	(3,637	)	1,005		(2,083	)	(5,968	)
Depreciation & Amortization(c)	1,879		19,740		4,804	412		3,017		254		611
Interest Expense	(3,260	)	44,400		2,097	(133	)	1,800		(34	)	1,099
Operating Cash Flow (EBITDA)(b)	6,519		91,140		12,528	(3,225	)	4,022		(1,830	)	(5,357	)
Pre-Tax Income(d)	8,001		27,840		7,109	(3,504	)	(835	)	(2,049	)	(8,507	)
Net Income (Loss)(d)	5,216		22,020		7,109	(3,868	)	19		(2,051	)	(8,732	)
Capital Expenditures	230		474,420		545	148		3,101		1		91
Net Free Cash Flow	6,289		(383,280	)	11,983	(3,373	)	921		(1,831	)	(5,447	)
Projected 2001 Revenue(f)	67,069		N/A		N/A	N/A		N/A		N/A		N/A
Projected 2002 Revenue(f)	58,336		N/A		N/A	N/A		N/A		N/A		N/A
Estimated 2001 EPS(g)	0.42		0.745		N/A	N/A		N/A		N/A		N/A
Estimated 2002 EPS(g)	0.81		0.672		N/A	N/A		N/A		N/A		N/A
Estimated 2001 Net Income(f)	4,244		27,126		N/A	N/A		N/A		N/A		N/A
Estimated 2002 Net Income(f)	8,267		24,468		N/A	N/A		N/A		N/A		N/A

(a) Alliance Atlantis Communications Inc., CINAR Corporation and Peace Arch Entertainment Group Inc. adjusted from Canadian dollars to US dollars by exchange rate 0.60 US dollars = 1 Canadian dollar.

(b) Excludes one-time asset impairment charge of $4,785 for dick clark productions.

(c) Includes the amortization of loan fees and goodwill and the depreciation of property and equipment.

(d) Excludes non-recurring, unusual charges for CINAR Corp. and excludes one-time asset impairment charge of $4,785 for dick clark productions.

(e) Excludes non-recurring, unusual charges for CINAR Corp. and excludes one-time asset impairment charge tax effected at 35% or $3,110.

(f) Based upon dick clark productions’ fiscal 2002 and 2003 projections.

(g) Estimated 2001, 2002 EPS based on First Call Estimates, Bloomberg and Analyst Reports.

20

	dick clark productions		Alliance Atlantis(a)		CINAR Corporation(a)		Film Roman		Image Entertainment		J2 Communications		Peace Arch  Entertainment(a)
	($ and shares outstanding in 000s)
Balance Sheet Items:
Cash	$70,131		$540		$56,011		$2,944		$1,365		$450		$1,430
Accounts Receivable	3,382		374,640		44,129		451		11,768		0		1,273
Film and Television Costs	7,203		793,500		22,778		23,238		36,219		0		2,379
Prepaid Expenses	1,912		0		0		0		2,219		32		234
Other Current Assets	1,959		0		2,858		0		5,013		0		11,499
Total Current Assets	84,587		1,168,680		125,776		26,633		56,584		482		16,816
Net PP&E	5,192		48,420		4,480		527		14,554		5		3,000
Net Intangibles	1,620		96,600		63,085		0		6,251		2,876		139
Other Non-Current Assets	0		107,580		0		681		0		0		355
Total Assets	91,399		1,421,280		193,342		27,841		77,389		3,363		20,309
Current Portion of Long Term Debt	0		43,980		0		0		0		0		7,898
Current Portion of Capital Leases	0		0		0		0		0		0		0
Accounts Payable	6,010		318,480		20,319		1,254		16,403		269		2,534
Accrued Liabilities	1,234		0		0		0		4,268		863		0
Other Current Liabilities	9,472		0		0		26,618		18,795		1,196		0
Total Current Liabilities	16,716		362,460		20,319		29,357		39,466		2,327		10,432
Long-Term Debt	0		375,900		8,374		0		5,000		0		8,821
Capital Lease Obligations	0		0		0		0		1,738		0		0
Other Non-Current Liabilities	0		0		0		0		0		0		424
Total Liabilities	16,716		934,620		36,442		29,357		46,204		2,327		19,677
Shareholders' Equity	74,179		478,200		156,900		(1,515	)	31,185		1,036		632
Total Liabilities and Shareholders’	91,399		1,421,280		193,342		27,841		77,389		3,363		20,309
Working Capital	67,871		806,220		105,457		-2,723		17,118		-1,845		6,383
Average Assets	88,384		1,241,310		221,162		27,995		75,825		3,363		31,105
Average Shareholders’ Equity	75,788		418,680		176,482		1,548		31,830		1,036		989
Total Debt / Shareholders’ Equity	0.00	%	87.80	%	5.34	%	0.00	%	21.61	%	0.00	%	2646.34	%
LTD / Total Capitalization	0.00	%	41.86	%	5.07	%	0.00	%	17.77	%	0.00	%	50.84	%
Preferred Equity	0		0		0		0		0		0		0
Minority Interest	504		8,460		0		0		0		0		0
Common Shares Outstanding	10,194		36,411		40,984		8,578		15,828		1,380		2,796

(a) Alliance Atlantis Communications Inc., CINAR Corporation and Peace Arch Entertainment Group Inc. adjusted from Canadian dollars to US dollars by exchange rate 0.60 US dollars = 1 Canadian dollar.

21

Comparable Company Descriptions

ALLIANCE ATLANTIS COMMUNICATIONS, INC. Alliance Atlantis Communications, Inc. is a vertically integrated broadcaster, creator and international distributor of filmed entertainment content with significant ownership interests in the Canadian specialty broadcast industry. The Company’s principal business activities are conducted through three operating groups: Broadcast, Motion Picture and Television. The Broadcast Group owns specialty channels consisting of analog channels and digital channels. The Motion Picture Group acquires, creates and distributes theatrical motion pictures worldwide. The Television Group creates, acquires and distributes television series, movies and mini-series, and licenses ancillary rights for the global market.

CINAR CORPORATION CINAR Corporation is an integrated entertainment and education company involved in the development, production, post-production and worldwide distribution of non-violent, quality programming and educational products for children and families. The Company operates through two divisions: CINAR Entertainment and CINAR Education. CINAR Entertainment develops, produces, markets and distributes children’s and family programming through its vertically integrated production and distribution operations, and markets and distributes programs in its film library. CINAR Education publishes and distributes supplemental education products that enhance classroom curricula and foster continued learning in the home.

FILM ROMAN, INC Film Roman, Inc. develops, produces and distributes a broad range of television programming for the television network, cable television, first-run domestic syndication and international markets. The Company also develops and produces, on a limited basis, feature-length theatrical motion pictures. The Company has produced numerous animated series, including Bobby’s World, The Simpsons, King of the Hill, The Mask, BRUNO the Kid, C-Bear and Jamal, The Twisted Tales of Felix the Cat, Mortal Kombat, Garfield & Friends, The Critic, The Oblongs and X-Men. The Company conducts all of its operations through its wholly owned subsidiaries, Film Roman, Inc., Namor Productions, Inc., Chalk Line Productions, Inc., Diversion Entertainment, Inc., Level 13 Entertainment, Inc. and Special Project Films, Inc.

IMAGE ENTERTAINMENT, INC, Image Entertainment, Inc. is primarily engaged in the business of licensing and distributing DVD format entertainment programming in the home video market. The Company distributes programming exclusively and nonexclusively. In addition to the DVD format, the Company distributes some of its exclusive titles in the VHS home video format. The Company also secures and exploits broadcast rights for certain of its exclusive titles. The Company has three business segments: Program Licensing & Production/Domestic Wholesale Distribution, Direct-to-Consumer Retail Distribution, and International Wholesale Distribution/Broadcast Rights Exploitation.

22

J2 COMMUNICATIONS J2 Communications is primarily focused on its activities in the exploitation of the National Lampoon trademark, including the October 1999 launch of its Website, nationallampoon.com. The Company was previously engaged in the acquisition, production and distribution of videocassette programs for retail sale. In late 1990, the Company acquired National Lampoon, Inc. (NLI), incorporated in 1967, and was primarily engaged in publishing the National Lampoon Magazine and related activities, including the development and production of motion pictures. Subsequent to J2’s acquisition of NLI, it de-emphasized the videocassette and publishing segments of its business.

PEACE ARCH ENTERTAINMENT GROUP INC. Peace Arch Entertainment Group Inc. is a vertically integrated company that develops, produces and distributes proprietary television programming for markets worldwide. The Company also provides production services for third parties on a contract basis. Peace Arch develops programming for television, including episodic series, movies and documentaries. The Company also produces creative works that are directed to training, education and the information heeds of third parties, and it offers domestic and foreign language production services for network television, including entertainment segments, news segments and electronic press kits, as well as sports, entertainment, documentary, television commercials and music videos, all under various contract arrangements.

23

Alliance Atlantis Communications (AACB)

Daily Feb. 12, 2001-Feb. 12, 2002

24

CINAR Corporation (CINRB)

Daily Feb. 12, 2001—Feb. 12, 2002

25

Image Entertainment (DISK)

Daily Feb. 12, 2001- Feb. 12, 2002

26

FILM ROMAN (ROMN)

Daily Feb. 12, 2001 - Feb. 12, 2002

27

J2 Communications (JTWO)

Daily Feb. 12, 2001—Feb. 12, 2002

28

Peace Arch Entertainment (PAE)

Daily Feb. 12, 2001 – Feb. 12, 2002

29

SECTION IV

COMPARABLE TRANSACTION ANALYSIS

Comparable Transaction Analysis:

	Comparable Transactions’ Multiples(a)			LTM Results		dick clark productions, inc. Implied Equity Value ($ in 000s, except per share data)
MULTIPLE OF:	Low	High	Mean			Low		High		Mean
LTM Revenue(b)	0.67	3.22	1.81	$	61,403	$	103,326	$	259,965	$	173,465
LTM Operating Cash Flow (EBITDA)(c)	1.34	12.88	6.71		6,519		71,002		146,231		105,981
LTM Operating Income (EBIT)(d)	8.85	37.22	19.79		4,640		103,320		234,934		154,070
LTM Net Income(e)	11.16	56.29	28.19		5,216		58,184		293,619		147,041
MRQ Book Value(b)	1.33	2.99	1.83		74,179		98,795		221,602		135,674

Mean	$	86,925	$	231,270	$	143,246
Shares Outstanding		10,194		10,194		10,194
Mean Implied Equity Value Per Share	$	8.53	$	22.69	$	14.05

NM = Non-material; NP = Not Public

LTM = Last Twelve Months; MRQ = Most Recent Quarter

(a) Excludes negative and non-material values

(b) Revenue, Operating Cash Flow (EBITDA), and Operating Income (EBIT) multiples are based on enterprise value (equal to market capitalization plus debt minus cash). All other multiples are based on equity value.

(c) Excludes Zee Telefilms, Flextech, Endemol Entertainment, Nelvana,and StudioCanal (Canal Plus) transactions

(d) Excludes Video Services Corp, Expand SA, Zee Telefilms, Endemol Entertainment, and CinemaxX transactions.

(e) Excludes Video Services Corp, Salter Street Films, Zee Telefilms, Endemol Entertainment, and StudioCanal (Canal Plus) transactions.

31

										Target LTM
Date Announced	Date Effective	Target Name Acquirer Name	Deal Description	Transaction Value		Enterprise Value		Equity Value		Revenue			EBITDA			EBIT			Net Income			Book Value
				( in thousands except per share data)
2/22/00	6/8/00	Ascent Entertainment Group, Inc. Liberty Media Group	Acquisition of 85% interest in Ascent for $15.25 cash per share plus assumption of liabilities.	$	748.8	$	713.5	$	453.8	$	356.1 2.0	x	$	64.8   11.0	x	$	(45.9 NM	)	$	(63.4 NM	)	$	2.1 7.2	x
6/6/00	10/13/00	Trimark Holdings Inc. Lions Gate Entertainment Corp.	Acquisition of 100% of Trimark (TH) for tender offer of $4.50 cash per share plus 2.018 shares of Lion’s Gate per TH share.		48.6		94.3		48.1		92.1     1.0	x		51.6 1.8	x		(1.5 NM	)		(5.2 NM	)		3.5 3.0	x
7/26/00	12/27/00	Video Services Corp. Liberty Livewire Corp.	Acquisition of 100% of Video Services (VS) in exchange for 0.104 shares of Liberty per VS share plus $2.75 cash per VS share.		138.3		185.5		137.8		96.1     1.9	x		14.4 12.9	x		3.9 47.6	x		(1.1 NM	)		1.4 7.5	x
2/7/01	2/27/01	Omega Project Co Ltd. Marubeni Corp.	Acquisition of 9.63% interest in Omega for 270 yen ($2.32 US) in cash per share.		12.9		128.3		119.4		113.1     1.3	x		12.0 12.2	x		11.0 13.3	x		12.2 11.2	x		1.7 1.4	x
2/12/01	4/19/01	Salter Street Films Ltd. Alliance Atlantis Comm, Inc.	Acquisition of Salter (SSF) in exchange for either 0.310 Class B Non-Voting shares of Alliance Atlantis and C$3.33 cash ($2.188 per SSF share or 0.465 Class B Non-Voting shares of Alliance Atlantis per SSF share.		41.1		44.4		31.9		33.2     1.4	x		33.5 1.3	x		0.734 61.4	x		2.5 12.8	x		2.9 1.3	x

32

COMPARABLE TRANSACTION ANALYSIS

Target LTM

Date Announced

Date Effective

Target Name Acquirer Name

Deal Description

Transaction Value

Enterprise Value

Equity Value

Revenue

EBITDA

EBIT

Net Income

Book Value

(In thousands except per share data)

6/18/01

6/22/01

Expand SA StudioCanal (Canal Plus)

Acquisition of additional 19.65% (from 32% to 51.6%) interest in Expand for 360.776 francs ($48.285) cash per share.

$

56.4

$

291.0

$

274.0

$

179.3   1.8x

$

68.6   4.6x

($23.4)     NM

$1.2 260.9x

10.3   4.6x

6/27/01

8/13/01

Expand SA (StudioCanal) StudioCanal (Canal Plus)

Cash tender offer of 360.776 francs ($47.30) per share.

1.5

291.0

274.0

179.3   1.8x

68.6   4.6x

(23.4)     NM

1.2 260.9x

10.3     4.6x

11/13/01

12/3/01

Expand SA (StudioCanal) StudioCanal (Canal Plus SA)

Acquisition of the remaining interest not already owned by StudioCanal for $48.42 cash per share.

128.8

297.8

280.5

179.3   1.8x

68.6   4.6x

(23.4)     NM

1.2 260.9x

10.3   4.7x

4/24/00

4/24/00

Zee Telefilms Ltd.     Goldman Sachs Invest MV Ltd.

Acquisition of the 42.85% interest in Zee Telefilms for 1000 rupees in cash ($22.88 US) per share.

183.0

4,279.3

4,270.6

53.3   82.7x

19.3   228.2x

18.8 234.4x

14.4 305.3x

0.2 94.5x

1/27/00

5/23/00

Flextech PLC     Telewest Communications PLC

Exchange of 3.78 newly issued Telewest shares for each FT share, valued at approximately $3.4 billion.

3,699.7

3,462.9

3,412.1

210.7   16.6x

(6.5) NM

(119)     NM

(1.2) NM

1.1 21.8x

3/17/00

8/2/00

Endemol Entertainment NV     Telefonica SA

Acquisition of the 99.2% interest in Endemol (EE) in exchange for 6.2 shares of Telefonica per EE share, or a total of approximately $4.5 billion.

4,611.9

4,598.8

4,523.9

445.6   11.4x

71.1   71.3x

62.6   81.0x

45.0 111.0x

2.8 47.3x

33

COMPARABLE TRANSACTION ANALYSIS

Date Announced	Date Effective	Target Name         Acquirer Name	Deal Description	Transaction Value		Enterprise Value		Equity Value		Target LTM
										Revenue			EBITDA			EBIT			Net Income			Book Value
				(In thousands except per share data)
9/18/00	11/17/00	Nelvana Ltd.     Corus Entertainment Inc.	Acquisition of remaining 94% not owned by Corus at C$ 48 ($31.718 US) cash per share, subject to 60%/40% proration of cash and Non-Voting Class B common stock, respectively.	$	240.3	$	391.0	$	323.6	$	72.6 5.5	x	$	49.7 8.0	x	$	10.7 37.2	x	$	5.9 56.3	x	$	12.5 2.5	x
4/19/00	4/19/00	CinemaxX AG     Senator Film AG	Acquisition of 25% interest in CinemaxX for an estimated 58.67 marks in cash ($28.57 US) per share.		77.8		324.4		311.4		123.4 3.2	x		(4.0 NM	)		(13.9 NM	)		1.0 389.9	x		0.7 42.7	x
5/22/00	5/22/00	Golden Harvest Entertainment     Prudential Asset Management	Acquisition of 8.05% interest in Golden Harvest for HK$1.28 cash ($0.16 US) per share.		9.0		85.4		93.0		28.8 3.0	x		(10.8 NM	)		(11.6 NM	)		(11.7 NM	)		0.1 1.7	x
6/28/01	10/9/01	StudioCanal (Canal Plus)     Groupe Canal Plus	Acquisition of remaining 14.8% not owned by Vivendi for 95.114 francs ($12.45 US) in cash per StudioCanal (SC) share plus purchase of 4% convertible bonds.		204.4		1,307.7		1,318.6		365.1 4.0	x		218.4 6.7	x		20.6 70.7	x		33.5 43.9	x		6.9 1.8	x
3/30/00	5/26/00	Motion International Inc.	Acquisition of 100% of		76.5		77.9		76.3
		TVA International (TVA Group)	Motion International for cash tender offer of C$4.85 ($3.327 US) per share.								NP			NP			NP			NP			1.6	x

34

							Target LTM
Date Announced	Date Effective	Target Name Acquirer Name	Deal Description	Transaction Value	Enterprise Value	Equity Value	Revenue	EBITDA	EBIT	Net Income	Book Value
				(in thousands except per share data)
11/7/01	12/18/01	Brainpool TV AG Viva Media AG	Stock acquisition of Brainpool (BP) for 98.756 mil Deutsche marks (US $45.313 mil) exchanging 1 share of Viva Media per 2.14 BP shares	$45.3	$27.6	$45.3	$43.4     0.7x	$4.9     5.9x	$3.3   8.9x	$2.8 16.9x	$3.2   1.3x
						Summary(a)
						High	3.2x	12.9x	37.2x	56.3x	3.0x
						Low	0.7x	1.3x	8.9x	11.2x	1.3x
						Mean	1.8x	6.7x	19.8x	28.2x	1.8x

NP = Not Public

(a) Excludes negative and non-material values. Revenue, EBITDA and EBIT multiples are based on enterprise value (equal to market capitalization plus debt minus cash). All other based on equity value.

35

SECTION V

37

38

Weighted Average Cost of Capital

	Alliance Atlantis		CINAR Corporation		Film Roman		Image Entertainment		J2 Communications		Peace Arch Entertainment		MEAN
	($ in thousands)
Leveraged Beta(1)	0.44		0.29		0.83		1.40		0.50		1.03		0.75
Debt/Equity	87.80	%	5.34	%	0.00	%	21.61	%	0.00	%	N/A		22.9	%
Unlevered Beta	0.29		0.28		0.83		1.24		0.50		1.03		0.69
Debt/Capital	41.86	%	5.07	%	0.00	%	17.77	%	0.00	%	50.84	%	41.33	%

dick clark productions’ Estimated Marginal Tax Rate	40.00	%
Risk Free Rate	5.02	%(2)
Market Risk Premium (Rm-Rf):	13.00	%(3)

			Debt/Capital		Levered Beta				Cost of Equity		Unlevered Beta
Required Equity Returns at Different Debt to Capitalization Ratios			0.0	%	0.69				14.05	%	0.69
			10.0	%	0.72				14.41	%	0.69
			20.0	%	0.75				14.77	%	0.69
			30.0	%	0.78				15.14	%	0.69
			40.0	%	0.81				15.50	%	0.69
			50.0	%	0.83				15.86	%	0.69
			60.0	%	0.86				16.22	%	0.69
Assumed Cost of Debt (pretax)			5.00	%	6.00	%	7.00	%	8.00	%	9.00	%	10.00	%
Assumed Cost of Debt (after-tax)			3.00	%	3.60	%	4.20	%	4.80	%	5.40	%	6.00	%
Assumed Debt/Capital	Weighted Average Cost of Capital
	0	%	14.41	%	14.41	%	14.41	%	14.41	%	14.41	%	14.41	%
	10	%	13.60	%	13.66	%	13.72	%	13.78	%	13.84	%	13.90	%
	20	%	12.71	%	12.83	%	12.95	%	13.07	%	13.19	%	13.31	%
	30	%	11.75	%	11.93	%	12.11	%	12.29	%	12.47	%	12.65	%
	40	%	10.71	%	10.95	%	11.19	%	11.43	%	11.67	%	11.91	%
	50	%	9.61	%	9.91	%	10.21	%	10.51	%	10.81	%	11.11	%

(1) Source: Bloomberg, L.P. Adjusted Beta figures used.

(2) Ten-year Treasury yield as of February 12, 2002.

(3) Ladenburg estimate, based upon five-year historic return of S&P 500.

39

SECTION VI

41

SECTION VII

FREQUENCY DISTRIBUTION ANALYSIS

Based on Daily Trading Data from February 5, 2001 to February 12, 2002

Common Share Prices($)	1 year Price / Volume February 5, 2001 to February 12, 2002
Greater Than or Equal to	But Less Than	Shares Traded	Frequency	Cumulative Frequency	Vol. Weighted Avg. Price
$8.25	$8.50	3,400	2.0%	2.0%	$0.17
8.50	8.75	11,300	6.6%	8.6%	0.57
8.75	9.00	34,300	20.0%	28.6%	1.78
9.00	9.25	13,300	7.8%	36.3%	0.71
9.25	9.50	1,900	1.1%	37.4%	0.10
9.50	9.75	25,400	14.8%	52.2%	1.43
9.75	10.00	12,800	7.5%	59.7%	0.74
10.00	10.25	26,900	15.7%	75.4%	1.59
10.25	10.50	7,800	4.5%	79.9%	0.47
10.50	10.75	9,400	5.5%	85.4%	0.58
10.75	11.00	5,800	3.4%	88.8%	0.37
11.00	11.25	300	0.2%	89.0%	0.02
11.25	11.50	0	0.0%	89.0%	0.00
11.50	11.75	2,100	1.2%	90.2%	0.14
11.75	12.00	0	0.0%	90.2%	0.00
12.00	12.25	4,700	2.7%	92.9%	0.33
12.25	12.50	8,700	5.1%	98.0%	0.63
12.50	12.75	100	0.1%	98.1%	0.01
12.75	13.00	3,000	1.7%	99.8%	0.23
13.00	13.25	300	0.2%	100.0%	0.02
Totals		171,500	100.0%		$9.87

43

44

FREQUENCY DISTRIBUTION ANALYSIS

Based on Daily Trading Data from February 7, 2000 to February 12, 2002

	Common Share Prices ($)		2 Years Price / Volume February 7, 2000 to February 12, 2002
	Greater Than or Equal to	But Less Than	Shares Traded	Frequency		Cumulative Frequency		Vol. Weighted Avg. Price
	$8.25	$8.50	3,400	0.5	%	0.5	%	$0.04
	8.50	8.75	17,900	2.5	%	3.0	%	0.21
	8.75	9.00	34,300	4.8	%	7.7	%	0.42
	9.00	9.25	127,800	17.7	%	25.4	%	1.62
	9.25	9.50	2,200	0.3	%	25.7	%	0.03
	9.50	9.75	29,100	4.0	%	29.8	%	0.39
	9.75	10.00	12,800	1.8	%	31.5	%	0.18
	10.00	10.25	32,600	4.5	%	36.0	%	0.46
	10.25	10.50	39,200	5.4	%	41.5	%	0.56
	10.50	10.75	67,800	9.4	%	50.9	%	1.00
	10.75	11.00	21,600	3.0	%	53.9	%	0.33
	11.00	11.25	21,800	3.0	%	56.9	%	0.34
	11.25	11.50	17,200	2.4	%	59.3	%	0.27
	11.50	11.75	22,220	3.1	%	62.4	%	0.36
	11.75	12.00	87,160	12.1	%	74.4	%	1.43
	12.00	12.25	72,170	10.0	%	84.4	%	1.21
	12.25	12.50	45,750	6.3	%	90.8	%	0.78
	12.50	12.75	40,050	5.6	%	96.3	%	0.70
	12.75	13.00	12,700	1.8	%	98.1	%	0.23
	13.00	13.25	13,800	1.9	%	100.0	%	0.25
Totals			721,550	100.0	%			$10.80

45

46

SECTION VIII

dick clark productions, inc.

INCOME STATEMENT

	Actual 2001			Forecast 2002			Forcast 2003			Forcast 2004
	($ in thousands, except per share data)
Total Net Revenue	$	70,772		$	67,069		$	58,336		$	60,280
Cost of Revenue		60,524			54,511			44,790			45,612
Gross Profit		10,248			12,558			13,546			14,668
Selling, General & Admin		4,332			3,164			3,207			3,218
EBITDA		5,916			9,394			10,339			11,450
Depreciation & Amortization		1,476			1,271			780			810
Operating Income (EBIT)		4,440			8,123			9,559			10,640
Interest Expense (Income)		(3,442	)		(3,157	)		(3,157	)		(3,220	)
Minority Interest		85			16			94			103
Other Non-Operating Expenses (Income)		(73	)		—			—			—
Impairment of Long Lived Assets		—			4,785			—			—
Pre-tax Income		7,870			6,479			12,622			13,757
Income Taxes		2,715			2,235			4,355			4,747
Net Income		5,155			4,244			8,267			9,010
Shares Outstanding		10,192			10,194			10,194			10,194
Primary EPS	$	0.51		$	0.42		$	0.81		$	0.88
Key Income Ratios
Gross Margin		14.5	%		18.7	%		23.2	%		24.3	%
EBITDA Margin		8.4	%		14.0	%		17.7	%		19.0	%
EBIT Margin		6.3	%		12.1	%		16.4	%		17.7	%

48

dick clark productions, inc.

BALANCE SHEET

	Actual 2001		Forecast 2002		Forecast 2003		Forecast 2004
	($ in thousands)
ASSETS
Cash & Equivalents	$	5,030	$	11,649	$	20,482	$	29,801
Marketable Securities		59,088		59,088		59,088		59,088
Receivables, Net		2,333		2,211		1,923		1,987
Prepayments		2,087		1,978		1,720		1,778
Total Current Assets		68,538		74,926		83,213		92,654
Property, Plant & Equipment, Net		10,009		4,403		4,073		3,713
Goodwill		1,458		1,458		1,458		1,458
Intangibles		5,288		5,011		4,359		4,504
Deferred Income Taxes		75		71		62		64
Total Assets		85,368		85,870		93,165		102,393
LIABILITIES
Short Term & Current Long Term Debt		—		—		—		—
Accounts Payable		5,506		4,959		4,075		4,149
Accrued Participation and Residuals		1,472		1,395		1,213		1,254
Total Current Liabilities		6,978		6,354		5,288		5,403
Total Long-Term Debt		—		—		—		—
Other Liabilities		496		496		496		496
Minority Interest		498		514		608		711
Total Long Term Liabilities		994		1,010		1,104		1,207
Total Liabilities		7,972		7,364		6,392		6,610
Paid-in Common Capital, Net		30,180		30,180		30,180		30,180
Retained Earnings		47,216		48,326		56,593		65,603
Total Stockholders’ Equity		77,396		78,506		86,773		95,783
Total Liabilities & Stockholders’ Equity		85,368		85,870		93,165		102,393

49

dick clark productions, inc.

	Forecast			Forecast			Forecast
	2002			2003			2004
	($ in thousands)
CASH FROM OPERATING ACTIVITIES
Net Income	$	1,110		$	8,267		$	9,010
Depreciation		1,271			780			810
Asset Impairment		3,134			—			—
Minority Interest		16			94			103
Total Funds From Operations		5,531			9,141			9,923
Changes in Working Capital
Receivables		122			288			(64	)
Other Current Assets		2,037			910			(203	)
Accounts Payable		(547	)		(884	)		75
Other Liabilities		(73	)		(172	)		38
Cash Flow from Operating Activities		7,069			9,282			9,769
CASH FROM INVESTING ACTIVITIES
Capital Expenditures		(450	)		(450	)		(450	)
Cash Flow from Investing Activities		(450	)		(450	)		(450	)
CASH FROM FINANCING ACTIVITIES
Common Stock		—			—			—
Other Cashflows from Financing		—			—			—
Cash Flow from Financing Activities		—			—			—
NET CASH FLOW		6,619			8,832			9,319
Beginning Cash Balance		5,030			11,649			20,482
ENDING CASH BALANCE	$	11,649		$	20,482		$	29,801

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