SC 13D 1 s259660.txt SC 13D SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D -------------- (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. ___) dick clark productions, inc. ---------------------------- (Name of Issuer) Common Stock, par value $.01 per share -------------------------------------- (Title of Class of Securities) 1815121-10-4 ------------ (CUSIP Number) Robert Cote, Esq. Senior Legal Counsel Capital Communications CDPQ Inc. 2001, avenue McGill College, 7e etage Montreal, Quebec H3A1G1 (514) 847-2614 --------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) February 13, 2002 ------------------ (Date of Event which Requires Filing of this Statement) with copies to: Jonathan L. Friedman, Esq. Sidney M. Horn, Esq. Skadden, Arps, Slate, Meagher & Flom LLP Stikeman Elliott Suite 3400 40th Floor 300 South Grand Avenue 1155 Rene-Levesque Blvd. West Los Angeles, CA 90071 Montreal, Quebec If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d- 1(f) or 13d-1(g), check the following box [ ]. Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent. (Continued on following pages) CUSIP No. 1815121-10-4 13D ------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) DCPI Investco, Inc. ------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP (a) [ ] (b) [x ] ------------------------------------------------------------------------------- 3 SEC USE ONLY ------------------------------------------------------------------------------- 4 SOURCE OF FUNDS N/A ------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] ------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware ------------------------------------------------------------------------------- 7 SOLE VOTING POWER 0 NUMBER OF -------------------------------------------------- SHARES 8 SHARED VOTING POWER BENEFICIALLY 7,127,747 OWNED BY EACH -------------------------------------------------- REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH 0 -------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,127,747 -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 69.9% -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON CO -------------------------------------------------------------------------------- Item 1. Security and Issuer. This Statement on Schedule 13D (this "Statement") relates to the common stock, par value $0.01 per share (the "Common Stock"), of dick clark productions, inc., a Delaware corporation (the "Company"). The Company's principal executive offices are located at 3003 West Olive Avenue, Burbank, CA 91505-4590. Item 2. Identity and background. (a) - (c), (f) This Statement is being filed by DCPI Investco, Inc., a Delaware corporation ("Investco" or the "Reporting Person"), with its principal office at 9200 Sunset Boulevard, Los Angeles, CA 90069. Its principal business is holding the securities of DCPI Mergerco, Inc., a Delaware corporation and a wholly-owned subsidiary of Investco ("Mergerco"). The name, business address, present principal occupation or employment, and name, principal business and address of any corporation or other organization in which such employment is conducted, and the citizenship of each executive officer and director of Investco is set forth on Schedule A hereto, which is incorporated herein by reference. (d), (e) During the last five years, neither the Reporting Person nor, to its knowledge, any of the persons listed on Schedule A hereto (i) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), or (ii) was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or State securities laws or finding any violation with respect to such laws. Item 3. Source and Amount of Funds or Other Consideration. Capital Communications CDPQ Inc., a Quebec corporation ("CDPQ"), Investco, Mergerco and the Company have entered into an Agreement and Plan of Merger, dated as of February 13, 2002 (the "Merger Agreement"), pursuant to which Mergerco will be merged with and into the Company (the "Merger"), with the Company as the surviving corporation. As a condition and inducement to Investco entering into the Merger Agreement, Richard W. Clark, Karen W. Clark and Olive Enterprises, Inc. (collectively, the "Principal Stockholders") entered into a Voting Agreement, dated as of February 13, 2002 (the "Voting Agreement"), with Investco relating to 6,309,142 shares of Common Stock and 818,605 shares of Class A Common Stock of the Company owned by the Principal Stockholders (collectively, the "Shares"). Each share of Class A Common Stock is convertible, at the election of the holder, into one share of Common Stock. Investco did not pay any additional consideration to the Principal Stockholders in connection with the execution and delivery of the Voting Agreement. Pursuant to the Voting Agreement, the Principal Stockholders have agreed (i) to vote the Shares on all matters regarding the Merger and the transactions contemplated thereby or any alternate acquisition proposal as to which the Principal Stockholders are entitled to vote at a meeting of the stockholders of the Company, in the manner specified by Investco, and (ii) to express consent or dissent to corporate action in writing without a meeting on all the Shares for all matters regarding the Merger and the transactions contemplated thereby or any alternate acquisition proposal to which stockholders are allowed to express such consent or dissent without a meeting, in the manner specified by Investco. Pursuant to the Voting Agreement, each of the Principal Stockholders has also irrevocably granted to and appointed Pierre Belanger and Helene Belanger or either of them in their respective capacities as officers of Investco, with full power of substitution, as attorneys and proxies to vote all Shares on all matters regarding the Merger and the transactions contemplated thereby or any alternate acquisition proposal as to which the Principal Stockholders are entitled to vote at a meeting of the stockholders of the Company, or to which the Principal Stockholders are entitled to express consent or dissent to corporate action in writing without a meeting, in their absolute, sole and binding discretion. The Merger Agreement and the Voting Agreement are included as Exhibits 1 and 2, respectively, to this Statement, and incorporated herein by this reference. Item 4. Purpose of Transaction. The purpose of the Voting Agreement is to facilitate the Merger pursuant to the Merger Agreement. The information set forth, or incorporated by reference, in Item 3 is incorporated herein by reference. Upon consummation of the Merger, (i) the directors of Mergerco, Richard W. Clark and Francis C. La Maina shall be the directors of the surviving corporation; (ii) the certificate of incorporation of Mergerco shall be the certificate of incorporation of the surviving corporation; (iii) the bylaws of Mergerco shall be the bylaws of the surviving corporation; (iv) the Common Stock will no longer be listed or traded on any securities exchange or authorized to be quoted in an inter-dealer quotation system of a registered national securities association; and (v) the Common Stock will be eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934, as amended. Item 5. Interest in Securities of the Issuer. (a), (b) Pursuant to the Voting Agreement, which is included as Exhibit 2 to this Statement and incorporated herein by reference, the Reporting Person shares with the Principal Stockholders the power to vote or direct the vote of 7,127,747 shares of Common Stock with respect to the matters described in Item 3 above. The Shares constitute approximately 69.9% of the issued and outstanding shares of Common Stock as of February 13, 2002 (as represented by the Company in the Merger Agreement). Except with respect to the matters described in Item 3 above, the Principal Stockholders retain sole power to vote or direct the vote of the Shares. The Reporting Person does not have any power to dispose or direct the disposition of any of the Shares and disclaims beneficial ownership of the Shares. To the knowledge of the Reporting Person, none of its executive officers or directors beneficially own any shares of Common Stock. The name, business address, present principal occupation or employment and name, principal business and address of any corporation or other entity in which such employment is conducted, and the citizenship of each of the Principal Stockholders is set forth on Schedule B hereto, which is incorporated herein by reference. To the knowledge of the Reporting Person, during the last five years, none of the persons listed on Schedule B hereto (i) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), or (ii) was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or State securities laws or finding any violation with respect to such laws. (c) Except for the information set forth, or incorporated by reference, in Item 3 which is incorporated herein by reference, there have been no transactions by the Reporting Person or, to its knowledge, any of its executive officers or directors, in securities of the Company during the past 60 days. (d) To the knowledge of the Reporting Person, the Principal Stockholders have the right to receive and the power to direct the receipt of dividends from, and the proceeds from the sale of, the Shares. (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. The information set forth, or incorporated by reference, in Items 3, 4 and 5 is incorporated herein by reference. Except as described in this Statement, to the knowledge of the Reporting Person, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the Reporting Person and its executive officers and directors or between any of them and any other person with respect to any securities of the Company, including but not limited to the transfer or voting of any of the securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies. Item 7. Material to be Filed as Exhibits. 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 dick clark productions, inc. (Exhibit 2 to the Current Report on Form 8-K of dick clark productions, inc., dated February 15, 2002, is incorporated herein by reference). 2. Voting Agreement, dated as of February 13, 2002, by and among Richard W. Clark, Karen W. Clark, Olive Enterprises, Inc. and DCPI Investco, Inc. (Exhibit 99.1 to the Current Report on Form 8-K of dick clark productions, inc., dated February 15, 2002, is incorporated herein by reference). SIGNATURE After reasonable 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. DCPI Investco, Inc. By: /s/ Jules Haimovitz ------------------------------------------- Name: Jules Haimovitz Title: Vice President Date: February 25, 2002 SCHEDULE A Directors and Executive Officers of DCPI Investco, Inc. The following table sets forth the name, business address and principal occupation or employment, and the name, principal business and address of any corporation or other entity in which such employment is conducted, and the citizenship of each director and executive officer of DCPI Investco, Inc.

SCHEDULE B Principal Stockholders The following table sets forth the name, business address and principal occupation or employment, and the name, principal business and address of any corporation or other entity in which such employment is conducted, and the citizenship of each of the Principal Stockholders.

EXHIBIT INDEX

DCPI INVESTCO SC 13D