SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
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Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): February 13, 2002
dick clark productions, inc.
(Exact Name of Registrant as Specified in its Charter)
Delaware 33-79356 23-2038115
(State or Other Jurisdiction (Commission File Number) (I.R.S. Employer
of Incorporation) Identification No.)
3003 West Olive Avenue
Burbank, California 91505-4590
(Address of Principal Executive Offices) (Zip Code)
(818) 841-3003
(Registrant's telephone number, including area code)
This Current Report on Form 8-K is filed by dick clark productions, inc., a
Delaware corporation (the "Company"), in connection with the matters described
herein.
ITEM 5. OTHER EVENTS
On February 14, 2002 , the Company announced that it has entered into a
definitive merger agreement, pursuant to which a group of investors led by
Mosaic Media Group, Inc., Capital Communications CDPQ Inc. (which does business
as CDP Capital Communications), and Jules Haimovitz, a senior television
executive, will acquire all of the outstanding shares of the Company. The merger
agreement provides that the Company's stockholders, other than Dick Clark and
his affiliates, will receive $14.50 per share in cash. Mr. Clark and his
affiliates will receive $12.50 per share in cash for a portion of his shares. In
addition, Mr. Clark will invest the remaining portion of his shares in the
acquiring entity, along with Francis C. La Maina, President and Chief Operating
Officer of the Company. The transaction will have a total equity value of
approximately $140 million. The Company will continue to operate as an
independent television production company with Dick Clark serving as the
Chairman and Chief Executive Officer and Mr. La Maina as President and Chief
Operating Officer. Jules Haimovitz will become Vice Chairman and will
participate in developing the strategic direction of the Company. The
transaction is subject to the approval of the Company's stockholders and to the
satisfaction of customary closing conditions. Dick Clark has agreed to vote his
shares, representing approximately 70% of the Company's outstanding shares, in
favor of the transaction.
A copy of the merger agreement, voting agreement and press release, each of
which is incorporated by reference herein and made a part hereof, is filed with
this Current Report on Form 8-K as Exhibit 2, Exhibit 99.1 and Exhibit 99.2,
respectively.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits.
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2 Agreement and Plan of Merger, dated February 13, 2002, by and among
Capital Communications CDPQ Inc., DCPI Investco, Inc., DCPI
Mergerco, Inc., and dick clark productions, inc.
99.1 Voting Agreement, dated February 13, 2002, by and among Richard W.
Clark, Karen W. Clark, and Olive Enterprises, Inc.
99.2 Press Release dated February 14, 2002.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: February 15, 2002
dick clark productions, inc.
By: /s/ Francis C. La Maina
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Francis C. La Maina
President and Chief Operating Officer
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
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2 Agreement and Plan of Merger, dated February 13, 2002, by and
among Capital Communications CDPQ Inc., DCPI Investco, Inc.,
DCPI Mergerco, Inc., and dick clark productions, inc.
99.1 Voting Agreement, dated February 13, 2002, by and among
Richard W. Clark, Karen W. Clark, and Olive Enterprises, Inc.
99.2 Press Release dated February 14, 2002.
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