SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    FORM 10-K

X        ANNUAL  REPORT  PURSUANT  TO  SECTION  13 OR  15(d)  OF THE  SECURITIES
         EXCHANGE ACT OF 1934 (FEE  REQUIRED) For the fiscal year ended June 30,
         2000.

_        TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
         EXCHANGE ACT OF 1934 (FEE REQUIRED)

COMMISSION FILE NUMBER : 33-79356

                          DICK CLARK PRODUCTIONS, INC.
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)
<TABLE>
<CAPTION>

<S>                                                                                       <C>
                                DELAWARE                                                  23-2038115
                                --------                                                  ----------
     (State or other jurisdiction of incorporation or organization)                    (I.R.S. Employer
                                                                                      Identification No.)

               3003 W. Olive Avenue, Burbank, California                                  91510-7811
               -----------------------------------------                                  ----------
                (Address of principal executive offices)                                  (Zip Code)

   Registrant's telephone number, including area code (818) 841-3003             Common Stock, par value $.01
   -----------------------------------------------------------------             ----------------------------

          Securities registered pursuant to Section 12(b) of the Act: None             (Title of Class)
          Securities registered pursuant to Section 12(g) of the Act: None
</TABLE>

          Indicate  by check  mark  whether  the  Registrant  (1) has  filed all
reports  required to be filed by Section 13 or 15(d) of the Securities  Exchange
Act of 1934 during the  preceding  12 months,  and (2) has been  subject to such
filing requirements for the past 90 days.
Yes  X   or  No

         Indicate by check mark if disclosure of delinquent  filers  pursuant to
Item 405 of Regulation S-K is not contained  herein,  and will not be contained,
to the best of  Registrant's  knowledge,  in  definitive  proxy  or  information
statements  incorporated  by  reference  in Part  III of this  Form  10-K or any
amendment to this Form 10-K.
Yes  X  or  No

         The  aggregate  market value of the  Registrant's  voting stock held by
non-affiliates  of the  Registrant  computed by reference  to the closing  sales
price as quoted on NASDAQ on September 20, 2000, was approximately $20,786,000.

         As of September 20, 2000,  9,280,547  shares of  Registrant's  $.01 par
value common stock and 909,563 shares of the Registrant's $.01 par value Class A
common stock were outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

         Portions  of the Proxy  Statement  relating  to the  Annual  Meeting of
Stockholders to be held November 2, 2000 are incorporated by reference into Part
III of this Report.

                                       1
<PAGE>

                                     PART I

ITEM 1.  BUSINESS

BACKGROUND
----------

         dick clark productions, inc. was incorporated in California in 1977 and
was reincorporated in November 1986 as a Delaware corporation. As used in this
Report, unless the context otherwise expressly requires, the term "Company"
refers to dick clark productions, inc., its predecessors and their respective
subsidiaries.

         The  Company   develops  and  produces  a  wide  range  of   television
programming  for television  networks,  first-run  domestic  syndicators  (which
provide  programming  for independent and network  affiliated  stations),  cable
networks  and  advertisers.  Since  1957,  the  Company  has been a  significant
supplier  of  television  programming  and has  produced  thousands  of hours of
television  entertainment,  including  series,  annual,  recurring  and one-time
specials and movies for  television.  The Company also licenses the  rebroadcast
rights to some of its programs,  licenses certain segments of its programming to
third parties and, from time to time,  produces  home videos.  In addition,  the
Company,  on a limited basis,  develops and produces theatrical motion pictures,
which are generally  produced in conjunction  with third parties who provide the
financing for such motion pictures.

         Since  fiscal  1990,  the  Company  has  operated  entertainment-themed
restaurants known as Dick Clark's American Bandstand  Grill(R).  In fiscal 1992,
the first  restaurant  developed  by the Company  was opened in  Overland  Park,
Kansas, a suburb of Kansas City, Missouri.  Currently,  the Company is operating
restaurants in nine locations,  including Dick Clark's American  Bandstand Grill
in Auburn  Hills,  Michigan,  which  opened in November  1999;  and Dick Clark's
American Bandstand Diner(TM) in Schaumburg,  Illinois,  which opened in December
1999. For its restaurant operations,  the Company intends to concentrate on less
capital-intensive  growth avenues,  including  licensing,  joint  ventures,  and
possibly, franchise opportunities.

         In January  1991,  the Company  established  a  subsidiary,  dick clark
communications,  inc. ("dcci"),  in order to enter the corporate productions and
communications  business.  This  subsidiary  specializes in the  development and
execution  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.  The Company's
strategy  is to  provide  value  to  its  corporate  communications  clients  by
accessing the wide range of talent and production resources the Company utilizes
for television  production  and by providing a level of  creativity,  production
quality and efficiency that is uncommon in this market.

         In fiscal  2000,  the  Company  established  a  subsidiary,  dick clark
digital media,  inc., to address the trends in emerging  technology with respect
to the Internet,  broadband,  and enhanced or interactive television.  In fiscal
2000,  the Company  entered  into a  strategic  alliance  with the  ARTISTdirect
Network, a popular music,  entertainment and e-commerce portal. This affiliation
provides the Company  access to  additional  key  resources  for  expanding  the
Company's Internet presence.

         Since its inception, the Company's principal stockholder has been
Richard ("Dick") W. Clark, who the Company believes to be one of the best-known
personalities in the entertainment industry. Many of the Company's television
and communications programs involve the executive producing services and
creative input of Mr. Clark. However, Mr. Clark's performance services are not
exclusive to the Company. In addition to Mr. Clark, the Company employs other
experienced producers who are actively involved in the Company's entertainment
business.

         The Company's two  principal  lines of business,  according to industry
segments,  are (1)  television  production  and related  activities  (including,
without  limitation,  the aforementioned  operations of dcci) and (2) restaurant
operations (dick clark restaurants, inc. and its wholly owned subsidiaries). For
financial information about the Company's industry segments with respect to each
of the fiscal years in the  three-year  period  ended June 30, 2000,  see Note 9
"Business Segment Information" to Item 8 of this Report.


                                       2
<PAGE>
                             DESCRIPTION OF BUSINESS

                  TELEVISION PRODUCTION AND RELATED ACTIVITIES
                  --------------------------------------------

INTRODUCTION
------------

         Historically,   the  Company  has  produced  entertainment   television
programming for daytime, primetime and late night telecast and has become one of
the  most  versatile  independent  production  companies  in  the  entertainment
business  today.  The Company's  diverse  programming has included awards shows,
entertainment and comedy specials and series,  children's programming,  talk and
game  show  series,  movies-for-television  and  dramatic  series.  Many  of the
established   television   specials  are  produced   annually  and  have  become
anticipated  television  events.  This breadth of production,  together with the
Company's  reputation  for  developing  high-quality,  popular  shows on budget,
distinguishes the Company as a unique and highly-regarded  programming provider.
This is  particularly  significant  with the growing demand for  cost-efficient,
original  programming  from new cable networks,  advertisers,  syndicators,  and
other new digitized platforms for the distribution of content.

         The Company has generally been able to fund its  production  costs from
license fees paid by the  recipients  of the  programming.  However,  increasing
consolidation  in  the  entertainment  industry  has  resulted  in  many  of the
Company's  traditional  customers (such as the television networks) merging with
its competitors who provide  entertainment  production services similar to those
provided  be the  Company.  As a result,  the  Company's  ability  to market its
programming expertise has been reduced. The proliferation of cable networks over
the last decade also has resulted in smaller license fees being paid by networks
and  other  broadcasters.   Specifically,  developing  and  producing  situation
comedies and dramatic series require  substantial  deficit financing because the
license  fees  payable  for  such  programs  do  not  cover  production   costs.
Consequently,  the  Company  is  selective  in its  development  efforts  in the
dramatic and situation comedy series area.

          The Company owns the distribution  rights to certain programming which
are not subject to restrictions  associated with the initial license  agreement.
Such  programming  may be  marketed by the Company in  ancillary  markets  which
include, among others, cable television,  foreign and domestic rerun syndication
and home video.  Successful  television  series and  television  movies can have
significant  rerun  syndication,  cable and other ancillary  value.  However,  a
television  series  must  normally  be  broadcast  for at  least  three  or four
television  seasons  before  rerun  syndication  is  feasible.  Consequently,  a
relatively  low  percentage of  television  series are  successful  enough to be
syndicated.

TELEVISION MARKET, PRODUCTION AND LICENSING
-------------------------------------------

         MARKET. The market for television  programming is composed primarily of
the broadcast  television  networks (ABC,  CBS, NBC, Fox  Broadcasting  Company,
United  Paramount  Network  and  the  WB  Network),   syndicators  of  first-run
programming  (such as Columbia,  Inc. and Buena Vista  Television) which license
programs on a  station-by-station  basis, and basic and pay cable networks (such
as The Fox Family Channel, The Nashville Network and VH-1). The Company, through
dcci,  provides  television  expertise to those corporations  seeking television
outlets for their events and promotions.

         PRODUCTION.  The  production  of  television  programming  involves the
development of a creative concept or literary  property into a television script
or teleplay,  the selection of talent and, in most cases,  the filming or taping
and technical and  post-production  work necessary to create a finished product.
The Company is  continuously  engaged in developing  and acquiring  concepts and
literary properties. The most promising of these serve as the basis of a plot or
concept  which  may  include  a  description  of  the  principal  characters  or
performers  and,  in the case of a dramatic  presentation,  may  contain  sample
dialogue.

         The  development  of a  project  often  begins  with a  meeting  of the
Company's  development  personnel,  producers,  directors and/or writers for the
purpose of reviewing a concept.  Many of the Company's  projects  originate with
its own  staff.  However,  due to the  Company's  reputation  in the  television
industry,  some concepts for development are frequently presented to the Company
by unaffiliated parties. If a concept is attractive, the Company will present it
to a prospective  licensee:  either one of the television  networks, a first-run
syndicator, a cable network or an advertiser. In the alternative,  a prospective
licensee,  often times an  advertiser,  will request that the Company  develop a
concept  for a  particular  time  period or type of  audience.  If a concept  is
accepted  for  further  development,   the  prospective  licensee  will  usually
commission and pay for a script prior to committing  itself to the production of
a program.  However, in the case of the Company's  entertainment  programming as
well as its awards specials, the licensee will generally order production of the
program  based  on the  initial  presentation.  Only a small  percentage  of the
concepts and scripts presented each year
                                       3
<PAGE>

are selected to be produced. Generally, the network or other licensee retains
the right to approve the principal creative elements of a television production.

         Once a script and/or a concept is approved by the  licensee,  a license
fee is negotiated and pre-production  and production  activities are undertaken.
In the case of a game show, a finished  pilot  episode is usually  submitted for
acceptance  as a series  before  additional  episodes are ordered.  A production
order for a series is  usually  for a  specified  number of  episodes,  with the
network  or other  licensee  retaining  an  option  to renew  the  license.  The
production  of  additional  episodes  for a series or  additional  versions of a
special is usually  dependent  on the  ratings  obtained  by the  initial run of
episodes of the program or by the original special, respectively.

         TELEVISION  LICENSING.  A majority of the Company's  revenue is derived
from the  production  and  licensing of  television  programming.  The Company's
television  programming  is licensed  to the major  television  networks,  cable
networks,  domestic and foreign  syndicators and  advertisers.  The Company also
receives  production fees from  programming  buyers who retain  ownership of the
programming.  The Company has sold or licensed  its programs to all of the major
networks  and to a number  of  first-run  syndicators,  cable  broadcasters  and
advertisers.  During  fiscal 2000,  revenue from one  recurring  annual  special
represented  approximately 11% of total revenue, and revenue from one television
series  represented  approximately  17% of total  revenue.  During  fiscal 1999,
revenue from one recurring annual special represented approximately 14% of total
revenue and revenue from one television series represented  approximately 13% of
total  revenue.  During fiscal 1998,  revenue from one recurring  annual special
represented  approximately  11% of total  revenue and revenue from two different
television series each represented  approximately 11% of total revenue. See Note
2 "Summary  of  Significant  Accounting  Policies"  to Item 8 of this Report for
additional  information.  The Company is not  committed  exclusively  to any one
network,  syndicator,  cable network or other  licensee for the licensing of the
initial  broadcast  rights to all or any substantial part of any other Company's
programming.

         The Company's strategy is to develop  programming that does not require
deficit financing,  such as reality and variety series and award and other event
specials (which have the potential to be profitable in the first year of release
as well as to be renewed annually).  The typical license agreement for this type
of programming  provides for a fixed license fee to be paid in  installments  by
the  licensee to the  Company for the right to  broadcast a program or series in
the United  States for a specified  number of times  during a limited  period of
time. In some  instances,  the Company shares its percentage of net profits from
distribution  with  third  parties  who  contributed  to the  production  of the
program. In the case of license agreements involving specials, or music, variety
or game show series, the fixed license fee is ordinarily in excess of production
and distribution costs. For selected projects, however, the Company may elect to
produce  programming  for  which  the  initial  license  fees will not cover its
production and distribution costs in the first year of a project's release.  The
Company  incurred  deficit  financing in  connection  with the  production  of a
children's  series that was  delivered  in fiscal  1998.  The  Company  does not
anticipate  incurring any material deficit financing  obligation with respect to
any programs which are currently in development.

         During  the  term  of  a  first-run  broadcast  license,   the  Company
occasionally  retains all other distribution rights associated with the program,
including foreign  distribution  rights. In the case of television  movies,  the
Company often will pre-sell domestic, foreign and other rights in order to cover
all of the production and distribution costs for the television movie. From time
to time, the Company has entered into non-exclusive agreements with distribution
companies   (such  as  Alfred  Haber,   Inc.,  TVA   International,   and  World
International  Network,  LLC) for the  foreign  distribution  of  certain of its
series,  specials and television movies. In addition,  the Company  occasionally
licenses its programming directly to foreign broadcasters.

         After the  expiration  of a first-run  broadcast  license,  the Company
makes the program  available for other types of domestic  distribution  in cases
where the Company  has  retained  ownership  and/or  distribution  rights to the
program.  In fiscal 2000, the Company  licensed 59 one-hour  episodes of its "TV
Bloopers and Practical  Jokes",  22 one-hour episodes of its "Super Bloopers and
New Practical  Jokes" and nine one-hour  episodes of "TV Bloopers" (all of which
had previously  been  broadcast on network  television as one hour shows) to The
Nashville  Network.  The Company  also  retains the rights to the clips from its
shows for use in its own  productions  as well as the  ability  to  continue  to
market  the clips to its media  archive  customers.  Additionally,  the  Company
licenses the syndication rights to television movies from its library, which the
Company  often is able to  syndicate  a number  of times  over a period  of many
years.  For  example,  in fiscal  2000,  the  Company  licensed  the  previously
broadcast television movie "The Good Doctor: the Paul Fleiss Story".

         The  Company  has also  used its  library  of  entertainment  and music
specials to create new programming.

                                       4
<PAGE>

TELEVISION PROGRAMMING
----------------------

         The Company  develops and  produces  numerous  television  projects for
broadcast on network television, first-run syndication and cable television. The
Company  has  an  established   reputation  among  the  major  networks,   cable
broadcasters  and other  licensees as a premier  producer of  television  awards
programming.  The Company is also strongly committed to the ongoing  development
of entertainment specials and series which include music, variety,  dramatic and
comedy programming  formats, as well as reality-based  programming.  The Company
employs experienced  producers responsible for the development and production in
each of these varied programming formats. The Company's staff is supplemented on
a project basis by industry  professionals  utilized to expand the Company's own
production resources.

         ANNUAL,  RECURRING  AND  OTHER  SPECIALS.  The  Company  is  a  leading
television  producer  of award  specials,  which are a  significant  part of the
Company's television production business,  and contribute and provide an ongoing
foundation of consistent  revenue each fiscal year.  Many of the Company's award
specials have enjoyed  sustained  growth,  and certain of its specials have been
produced by the Company for as many as 27 years.

         The  Company's  award  specials  during  fiscal 2000 included "The 27th
Annual American Music Awards" (ABC),  the Company's most enduring award special,
which again was rated  number one in its time  period;  "The 57th Annual  Golden
Globe  Awards"  (NBC);  the  Company's  seventeenth  annual  production  for the
Hollywood Foreign Press Association,  acknowledging excellence in television and
motion  pictures;  "The 16th Annual Soap Opera Awards"  (NBC),  produced for the
thirteenth  consecutive  year; "The 35th Annual Academy of Country Music Awards"
(CBS),  another  popular,  long  running  awards  production,  produced  for the
twenty-second consecutive year; and "The 27th Annual Daytime Emmy Awards" (CBS),
the eighth year of production of this special  presented by the National Academy
of  Television  Arts &  Sciences.  The Company  has  several  long-term  license
agreements for recurring and annual specials, which expire in 2005.

         In addition to producing  award  specials for  television,  the Company
develops new concepts for  television  specials.  Two  important  aspects of the
Company's  production  of specials are that the specials may serve as pilots for
the  development of series  programming  and that specials may be produced on an
annual or recurring  basis. For example,  the Bloopers  programs evolved from an
entertainment  special  to a series  and is still in  production  as  television
specials for ABC.

         The Company  produced the  following  entertainment  specials in fiscal
2000:  "Golden  Globe  Arrivals  Special"  (NBC),  "25 Years of #1 Hits:  Arista
Records'  Anniversary  Celebration"  (NBC); "Who is the Smartest Kid in America"
(Fox);  "Garth  Brooks  and the  Magic of  Christmas"  (NBC);  and "The  $64,000
Question and More", a game show pilot produced for CBS.

         SERIES.  The Company actively develops programs and ideas for potential
series  production,  which  represents the most important area of development in
terms of potential revenue and profit growth for the Company. Series programming
presents many opportunities for long-term  commitments and, in some cases, rerun
potential.

         In  fiscal  2000,  the  Company  produced  43.5  hours of the game show
"Greed", hosted by Chuck Woolery, for the Fox Broadcasting Company.

         In fiscal 2000,  production  completed on TNN's "Prime Time Country", a
live one-hour,  weeknight, country music entertainment and variety series, which
premiered in January 1996. The syndicated talk show "Donny and Marie", for which
the Company served as executive producer, also wrapped up in fiscal 2000.

         In fiscal 2000, 24 one-hour episodes of the new series "Your Big Break"
were produced in  conjunction  with Endemol  Entertainment,  Inc. The series was
syndicated  to more than 90 percent of the United  States,  including the top 10
television  markets.  The series has been renewed for broadcast  syndication  by
Buena Vista Television with a 22-episode commitment for fiscal 2001.

         In both fiscal 1999 and 1998, 13 episodes of "Beyond Belief", hosted by
"Star Trek's" Jonathan Frakes, were produced and delivered.  In fiscal 1997, the
initial six episodes of "Beyond Belief",  hosted by James Brolin,  were produced
by the Company and began broadcasting.


                                       5
<PAGE>

         MOVIES.  Television movies are continually under development and can be
a source of profitability and cash flow over the life of their distribution.


OTHER LICENSING
---------------

         MEDIA ARCHIVES AND HOME VIDEO. The Company believes that it owns one of
the largest  collections  of musical  performance  footage from the 1950s to the
present,  including 16mm films that have been enhanced and  transferred to video
tape. The Company keeps an updated,  computerized index of available material in
order to be able to easily  access the  performance  footage.  The Company  also
occasionally  acquires from others the rights to license classic performances by
popular recording artists.  These rights are acquired from the copyright holders
and then  licensed  for  television,  film,  cable and home video.  Although the
Company's  archives are used as source  material for the Company's  productions,
the Company  actively  licenses  footage from its  archives to third  parties as
well. In fiscal 2000, the Company licensed footage from its library to Time-Life
Music, MTV, CNN, ABC, CBS and NBC, among many others.

         LIVE SHOWS. Certain Company concepts and trade names have been licensed
for use by third parties in live shows. For example, in fiscal 2000, the concept
of the Dick Clark's "New Year's Rockin'  Eve(R)" annual  television  special was
licensed to Holland America Cruise Line for a theatrical show on its ships which
will run through December 31, 2000.

         TRADEMARK   LICENSING.   In  fiscal  2000,  the  Company   licensed  to
International  Game  Technology,  the largest slot machine  manufacturer  in the
country,  the  rights to  develop  three slot  machines  based on the  Company's
entertainment  concepts  for  sale to  gaming  casinos.  The slot  machines  are
designed around the "New Year's Rockin' Eve(R),"  "American  Bandstand(R),"  and
"Bloopers(TM)" concepts. Additionally, the Company licensed rights to Media Drop
In to create a "scratch-off"  lottery game centered around the legendary daytime
television show, "American Bandstand."

OTHER BUSINESSES
----------------

         DICK CLARK COMMUNICATIONS,  INC.("DCCI"):  The corporate production and
business  communications unit is an integral part of the Company's entertainment
division, which offers significant operating efficiencies and capitalizes on the
Company's  internal  resources,  in particular,  those in the area of television
production.  These resources help dcci provide  solutions to businesses  seeking
alternatives to the traditional  forms of  communication to reach their intended
audiences.

         dcci   uses  its   "strategic   entertainment"   approach   to   create
award-winning  communications  experiences,  from live  events and  meetings  to
integrated marketing  communications  programs for major corporations.  The dcci
roster of talent includes experts in marketing,  entertainment,  events,  public
relations, promotions,  advertising and production. Through this unique blend of
skills, dcci has created corporate "experiences" for a variety of clients during
fiscal  2000,  including  companies  in  emerging  realms - advanced  technology
industries and the Internet. For Agilent Technologies, dcci executed a series of
memorable  events,  including a media launch  following  its  spin-off  from the
Hewlett-Packard  Company.  RealNetworks,   Inc.,  the  Internet  streaming-video
developer,  turned to the  Company to conceive  and execute a memorable  product
rollout.  For Conexant Systems,  Inc.,  formerly the  semiconductor  division of
Rockwell International, the Company produced a high-impact video presentation to
launch their new corporate  image.  Also in fiscal 2000,  Stan Lee Media engaged
the Company to launch its entertainment web site,  "Stanlee.net" and their first
Internet franchise,  the "7th Portal", with a Hollywood-style premiere featuring
music icon Jerry Lee Lewis.

         RECORD  BUSINESS.  In fiscal 1994,  the Company  established  the CLICK
Records(R) Inc. ("CLICK") label. During fiscal 1999, the Company entered into an
agreement  with Anderson  Merchandisers  to produce and  distribute  compilation
albums under the CLICK label.  The first such album,  "The American Music Awards
Present:  Only The Hits",  was  produced  and  distributed  during  fiscal 1999,
exclusively at Wal-Mart stores nationwide.

         In early fiscal  2000,  the Company  entered  into an agreement  with Q
Records,  the record label of QVC, to create and sell a compact disc collectible
box set  covering  four decades of "American  Bandstand"  music.  In late fiscal
2000,  the  Company  extended  its  arrangement  with Q Records to include a new
compact disc collection entitled "Dick Clark's Favorite Hits."

                                       6
<PAGE>
                             DESCRIPTION OF BUSINESS

                              RESTAURANT OPERATIONS
                              ---------------------

INTRODUCTION
------------

         The  Company's  restaurant  operations  are  conducted  by  dick  clark
restaurants, inc. ("dcri"), a wholly-owned subsidiary of the Company, and dcri's
wholly-owned  subsidiaries.  The restaurant operations include food and beverage
service as well as music, dancing and merchandising activities.  Capitalizing on
the popularity of the American Bandstand(R) television show and over 40 years of
contemporary   music,  "Dick  Clark's  American  Bandstand  Grill(R)"  ("Grill")
entertainment theme restaurants are an extension of the Company's  entertainment
business.   Elements   of  the  theme   include:   the  "Great   American   Food
Experience(R)",  a unique menu concept featuring a variety of delicious regional
specialties  from  around  the  country;  a  design  featuring  a  one-of-a-kind
entertainment atmosphere based on the American Bandstand television show and the
music industry over the last four decades;  a dance club area within some of the
restaurants  with  state-of-the-art   audio-visual  entertainment  systems;  and
signature "American Bandstand Grill" merchandise for customers to purchase. Each
Grill also features  memorabilia and other items generally  associated with rock
n' roll and the Company's  activities  throughout the years,  including  vintage
photos,  gold and platinum albums,  original stage costumes,  concert  programs,
rock stars' musical  instruments  and rare posters.  In fiscal 2000, dcri opened
the initial "Dick Clark's AB Diner(TM)", an extension of the restaurant brand.

         During fiscal 2000,  dcri  licensed  three  restaurants  to the HMSHost
Corporation. The Indianapolis Airport location opened in December 1999, the Salt
Lake City Airport  location  opened in August 2000, and the third is expected to
open in January 2001, at Newark International Airport in New Jersey.

         Currently,  dcri  has  operations  in nine  locations:  Overland  Park,
Kansas,  a suburb  of  Kansas  City,  Missouri  which  opened  in  August  1992;
Indianapolis,  Indiana and  Columbus,  Ohio,  which  opened in  April/May  1994;
Cincinnati,  Ohio, which opened in March 1996; St. Louis, Missouri, which opened
in November  1996;  King of Prussia,  Pennsylvania,  which  opened in June 1997;
Grapevine Mills,  Texas,  which opened in January 1998; Auburn Hills,  Michigan,
which  opened in  November  1999,  and  Schaumburg,  Illinois,  which  opened in
December 1999.

         dcri and Harmon  Entertainment  Corporation,  a New Jersey  corporation
("Harmon"),  were originally partners in Entertainment  Restaurants,  a New York
partnership  (the  "Partnership"),  which was created to own, operate and manage
Grill  restaurants and which developed the first  restaurant in Miami,  Florida.
The Company  subsequently  agreed to reimburse  Harmon for capital  expenditures
made in connection  with the Miami  restaurant  and to pay Harmon a royalty over
time of 1.5% of gross revenues from restaurant operations, up to an aggregate of
$10,000,000,  for its interest in the Partnership.  The Company has satisfied in
full this  obligation by an advance  payment of $1,000,000 in the spring of 1990
and a final payment of $3,128,000 in December 1994.

         dcri has numerous  memorabilia  displayed in its  restaurants  and such
memorabilia  are  an  integral  part  of the  restaurant's  theme.  Some  of the
memorabilia is owned by Olive  Enterprises,  Inc., and is loaned to dcri without
charge.  Olive  Enterprises,  Inc., a  Pennsylvania  Corporation  ("Olive"),  is
controlled 100% by Mr. Clark. dcri also acquires memorabilia for its own use and
has invested $429,000 to date for current and future restaurants.


OPERATIONS
----------

         The Company prides itself on the fact that all of its restaurants offer
the highest  quality food and service.  Through its  managerial  personnel,  the
Company standardizes specifications for the preparation and service of its food,
the maintenance and repair of its premises and the appearance and conduct of its
employees. Operating specifications and procedures are documented in a series of
manuals.  Emphasis is placed on ensuring that quality  ingredients are delivered
to the  restaurants,  continuously  developing  and  improving  restaurant  food
production   systems,   and  ensuring   that  all  employees  are  dedicated  to
consistently delivering high-quality food and service.

         The primary  commodities  purchased by the  Company's  restaurants  are
beef, poultry,  seafood and produce. The Company monitors the current and future
prices and availability of the primary  commodities  purchased by the Company to
minimize  the  impact  of  fluctuations  in price and  availability  and to make
advance  purchases of commodities when considered to be  advantageous.  However,
purchasing  remains  subject  to  price  fluctuations  in  certain  commodities,
particularly produce. All essential food and beverage products are available, or
can be made available upon short notice, from qualified substitute suppliers.

                                       7
<PAGE>
         The Company maintains centralized financial and accounting controls for
all owned and operated restaurants, which it believes are important in analyzing
profit margins. The restaurants utilize a computerized POS system which provides
point-of-sale   transaction  data  and   accumulation  of  pertinent   marketing
information.  Sales  data  are  collected  and  analyzed  on a  daily  basis  by
management.

         LOCATIONS. The success of any restaurant depends, to a large extent, on
its location.  The site selection process for the Company's restaurants consists
of three main phases:  strategic planning, site identification and detailed site
review.  The strategic  planning phase ensures that  restaurants  are located in
population areas with demographics that support the  entertainment  concept.  In
the site  identification  phase,  the major trade areas within a market area are
analyzed and a potential site is identified.  The final and most  time-consuming
phase is the  detailed  site  review.  In this phase,  the site's  demographics,
traffic and pedestrian counts, visibility, building constraints, and competition
are studied in detail. A detailed budget and  return-on-investment  analysis are
also  completed.  Senior  management  inspects and approves each restaurant site
prior to its lease, acquisition or construction.

         The  Company  believes  that  it is  prudent  to  concentrate  on  less
capital-intensive  growth avenues,  including  licensing,  joint  ventures,  and
possibly, franchise opportunities.  Expansion can occur through extension of the
current HMSHost license or by agreement with other major food-service operators.
The Company does not believe that opportunities for additional restaurant growth
are limited to airport  locations.  The Company is also evaluating the viability
of joint  ventures and  franchising  "Dick Clark's AB  Diner(TM)."  This classic
concept - with its rock `n roll  ambiance  and  All-American  fare - seems  well
suited for  licensing.  The Company is also in the process of  evaluating  joint
venture  opportunities  for future "American  Bandstand Grills" in high-traffic,
tourist destinations.

                               GENERAL INFORMATION
                               -------------------

JOINT VENTURES
--------------

         The Company from time to time enters into joint  ventures  with parties
not otherwise  affiliated  with the Company  whose purpose is the  production of
entertainment  programming and other entertainment related activities associated
with the Company's business.

         The C&C Joint  Venture was organized to develop and produce the various
Bloopers and Practical Jokes series.  The Company has a controlling  interest in
the C&C Joint Venture, and the Company's share of net profits and losses in that
venture is now 51%.

TRADEMARKS
----------

         The United States  registered  service mark American  Bandstand(R)  was
transferred  from Olive to the Company in fiscal 1998.  As part of this license,
the  Company  utilizes  the  service  marks and  trademarks  American  Bandstand
Grill(R),  Dick Clark's American Bandstand Grill(R),  and AB(R) (Stylized).  The
Company also owns many other  trademarks  and service marks,  including  federal
registration  for  trademarks  and  service  marks  related  to  its  television
programming  and other  businesses.  Certain  of the  Company's  trademarks  and
service  marks may be  considered  to be  material to the  Company,  such as the
trademarks  and service marks used in connection  with the Company's  restaurant
operations.

BACKLOG AND DEFERRED REVENUE
----------------------------

         The  Company's  backlog  consists  of  orders  by  networks,  first-run
syndicators  and cable networks for  television  programming to be delivered for
the 2000/2001  television  season as well as  contractual  arrangements  for the
services  of dcci.  At June 30,  2000,  the Company  had  received  orders for 2
series, 13 specials, and 4 corporate communications production events, which are
expected to result in aggregate  revenue of  $43,477,000.  At June 30, 1999, the
Company  had  received  orders for 2 series,  13 specials  and 5  communications
production  events  which  were  expected  to result  in  aggregate  revenue  of
$36,892,000.  At June 30, 1998, the Company had received orders for 3 series,  8
specials,  and 3 communications  production events which were expected to result
in aggregate revenue of $36,550,000.

         The  Company  receives  payment  installments  in advance of and during
production of its television  programs.  These payments are included in deferred
revenue in the  Company's  consolidated  balance  sheets and are  recognized  as
revenue when the program is delivered to the  licensee.  At June 30, 2000,  1999
and 1998, such deferred revenue totaled  $2,075,000,  $695,000,  and $1,861,000,
respectively.

                                       8
<PAGE>

COMPETITION
-----------

         Competition in the television  industry is intense.  The most important
competitive  factors  include  quality,  variety of product and marketing.  Many
companies compete to obtain the literary  properties,  production  personnel and
financing,  which are essential to market acceptance of the Company's  products.
Competition  for viewers of the  Company's  programs has been  heightened by the
proliferation of cable networks,  which has resulted in the fragmentation of the
viewing  audience.  The Company  also  competes  for  distribution  and pre-sale
arrangements,  as  well as the  public's  interest  in,  and  acceptance  of its
programs.  The Company's  success is highly  dependent  upon such  unpredictable
factors as the viewing  public's  taste.  Public taste  changes,  and a shift in
demand  could  cause  the  Company's  present  programming  to lose its  appeal.
Therefore,  acceptance of future programming  cannot be assured.  Television and
feature  films compete with many other forms of  entertainment  and leisure time
activities,  some of which  involve  new  areas  of  technology,  including  the
proliferation of Internet services and new media games.

         The Company's  principal  competitors in television  production are the
television production divisions of the major television networks, motion picture
companies,   which  are  also  engaged  in  the   television  and  feature  film
distribution  business and many  independent  producers.  Many of the  Company's
principal  competitors  have  greater  financial  resources  and more  personnel
engaged  in  the  acquisition,   development,  production  and  distribution  of
television  programming.  At present  there is  substantial  competition  in the
first-run  syndication  marketplace,  resulting in  fragmentation of ratings and
advertising revenues.

         Certain of the  Company's  customers  and the  television  networks are
considered  competitors  of the  Company in that they  produce  programming  for
themselves.  In 1995, the Federal Communications  Commission (the "FCC") allowed
the  Financial  Interest and  Syndication  Rule (the  "FinSyn  Rule") to expire,
thereby permitting the major networks to produce and syndicate, in-house, all of
their   primetime   entertainment   schedule.   With  the  elimination  of  such
restrictions,  the major networks have increased the amount of programming  they
produce through their own production  companies.  Numerous  consolidations  have
also  occurred,   further   restricting  the  Company's   ability  to  sell  its
entertainment programming.

         As a result of the  elimination  of the FinSyn  Rule,  the  Company has
encountered  increased  competition  in the domestic and foreign  syndication of
future  television  programming which could adversely impact the Company's rerun
syndication  revenues.  In  addition,  the  Company  has  encountered  increased
competition  from  emerging  networks,  which were  previously  exempt  from any
restrictions under the FinSyn Rule. The Company believes,  however,  that it can
continue to compete successfully in the highly-competitive market for television
programming.  This belief is based on management's  extensive  experience in the
industry,  the Company's  reputation  for prompt,  cost-efficient  completion of
production commitments and the Company's ability to attract creative talents.

         The market for corporate  communications services is large, but fierce,
with many companies  vying for market share.  Most  customers  require bids on a
competitive basis and some of the Company's competitors have larger staffs and a
greater global reach for information. Some of dcci's principle competitors  have
been in business longer and are more established. The Company believes that dcci
can compete successfully in this market by utilizing the Company's experience in
producing  live  events for  television  and its  existing  talent and  business
relationships.

         The restaurant industry is  highly-competitive  and is affected by many
factors  including  changes  in  the  economy,   changes  in   socio-demographic
characteristics  of areas in which restaurants are located,  changes in customer
tastes and  preferences  and increases in competition in the geographic  area in
which the Company's  restaurants  are located.  The degree to which such factors
may affect the  Company's  restaurant  operations,  however,  are not  generally
predictable.

         Competition in the  restaurant  industry can be divided into three main
categories:  fast food, casual dining and fine dining. The casual dining segment
(which  includes the Company's  restaurant  operations)  includes a much smaller
number of national chains than the fast-food segment but does include many local
and  regional  chains as well as thousands of  independent  operators.  The fine
dining segment consists primarily of small independent operations in addition to
several regional chains.

                                       9
<PAGE>

EMPLOYEES - TELEVISION PRODUCTION & RELATED ACTIVITIES
------------------------------------------------------

         At June 30, 2000, the Company had approximately 100 full-time employees
in connection with the Company's television production, corporate communications
production and related  activities.  The Company meets a substantial part of its
personnel  needs  in this  business  segment  by  retaining  directors,  actors,
technicians and other specialized  personnel on a per production,  weekly or per
diem  basis.  Such  persons  frequently  are  members  of unions  or guilds  and
generally are retained pursuant to the rules of such organizations.

         The Company is a signatory to numerous collective bargaining agreements
relating to various types of employees  such as directors,  actors,  writers and
musicians. The Company's union wage scales and fringe benefits follow prevailing
industry  standards.  The Company is a party to one  contract  with the American
Federation of Television and Radio Artists,  which expires in November 2001, one
contract  with the American  Federation  of  Musicians  which will expire in May
2002,  two contracts with the Directors  Guild of America,  which expire in June
2002,  one contract  with the Writers Guild of America which expires in May 2001
and two contracts  with the Screen  Actors  Guild,  both of which expire in June
2001.  The renewal of these  union  contracts  does not depend on the  Company's
activities or decisions alone. If the relevant union and the industry are unable
to come to new  agreements on a timely basis,  any resulting work stoppage could
adversely affect the Company.

EMPLOYEES - RESTAURANTS
-----------------------

         At June 30, 2000,  the Company had  approximately  700 employees in its
restaurant operations.  Employees are paid on an hourly basis, except restaurant
managers and certain senior executives involved in the restaurant operations.  A
majority of the employees  are employed on a part-time,  hourly basis to provide
services necessary during peak periods of restaurant  operations.  The Company's
restaurant  operations have not  experienced any significant  work stoppages and
the Company believes its labor relations are good.

ITEM 2.  PROPERTIES.

         The Company  leases  from Olive under a triple net lease  approximately
30,000  square feet of office space and  equipment in two  buildings  located in
Burbank,  California,  for its principal  executive offices.  The current annual
rent is $649,000 and the lease expires on December 31, 2000. An extension of the
lease is currently being  negotiated.  The lease  agreement  provides for rental
adjustments every two years,  commencing  January 1, 1992, based on increases in
the  Consumer  Price Index  during the two-year  period.  The Company  subleases
approximately  10,000  square  feet of  space to third  parties  and  affiliated
companies on a month-to-month  basis. The Company believes that the subleases to
affiliated companies are no less favorable to the Company than could be obtained
from unaffiliated third parties on an arms-length basis.

         The Company is also party to an  Agreement  with Olive,  wherein  Olive
provides records management services, including storage, retrieval and inventory
of  customer  records,  files  and  other  personal  property.  The  term of the
Agreement  extends through  September 30, 2000. An extension of the Agreement is
currently being negotiated.  See Note 6, "Related Party Transactions," to Item 8
of this Report for further details.

         The Company has entered into lease  agreements with respect to numerous
restaurant sites that terminate at varying dates through December 31, 2012.

         The  Company  believes  the  properties  and  facilities  it leases are
suitable and adequate for the Company's present business and operations.

ITEM 3.  LEGAL PROCEEDINGS.

         The Company is involved in certain litigation in the ordinary course of
its business,  none of which,  in the opinion of management,  is material to the
Company's financial position.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

         None.


                                       10
<PAGE>


                                     PART II

ITEM 5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND
              RELATED STOCKHOLDER MATTERS.

         The  Company's  common stock is quoted on the National  Association  of
Securities  Dealers' Automated  Quotation  ("NASDAQ")  National Market under the
symbol dcpi. The following  table sets forth the high and low bid prices for the
common stock  during each  quarter of fiscal 2000,  1999 and 1998 as reported by
NASDAQ. The prices reported reflect inter-dealer  quotations,  may not represent
actual   transactions  and  do  not  include  retail  mark-ups,   mark-downs  or
commissions.

                                                                PRICE RANGE
<TABLE>
<CAPTION>

                                   FISCAL 2000                     FISCAL 1999                  FISCAL 1998
                                HIGH          LOW            HIGH              LOW          HIGH          LOW
-------------------------------------------------------------------------------------------------------------------
<S>      <C>                 <C>            <C>            <C>               <C>          <C>           <C>
         1st Quarter         $ 13.86        $10.28         $ 19.91           $11.69      $ 11.96        $ 9.90
         2nd Quarter           20.91          9.66           15.15            11.47        12.68          9.90
         3rd Quarter           13.86         11.36           13.42             8.98        12.37         10.10
         4th Quarter           13.25         11.02           12.96             7.79        16.56         10.39
</TABLE>

         As of September 20, 2000,  there were 9,280,547  shares of common stock
outstanding  held by 508 holders of record and 909,563  shares of Class A common
stock outstanding.

         On April 25, 2000, the company declared a ten percent stock dividend of
the  common  stock and Class A common  stock to all  holders of record as of the
close of business on May 25, 2000,  which was  distributed  on June 23, 2000. On
May 11,  1999,  the Board of  Directors  of the Company  declared a five percent
stock  dividend of the common  stock and Class A common  stock to all holders of
record as of the close of business on May 21,  1999,  which was  distributed  on
June 11, 1999. On April 13, 1998, the Board of Directors of the Company declared
a five  percent  stock  dividend of the common stock and Class A common stock to
all  holders of record as of the close of  business  on May 4,  1998,  which was
distributed on May 15, 1998.

         The  declaration  of dividends in the future will be at the election of
the Board of Directors and will depend upon the earnings,  capital  requirements
and financial position of the Company,  general economic  conditions,  state law
requirements and other relevant factors.

                                       11
<PAGE>

ITEM 6.  SELECTED FINANCIAL DATA
         (IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>

         INCOME STATEMENT                                 2000          1999         1998          1997         1996
------------------------------------------------- ------------- ------------- ------------ ------------- ------------
<S>                                                    <C>           <C>          <C>           <C>          <C>
Revenue                                                $92,243       $72,334      $86,251       $66,129      $73,819
Gross profit                                            18,719        11,644       17,174        14,217       11,969
General and administrative expense                       5,326         5,505        5,821         4,975        4,339
Impairment of long lived assets                            ---         4,092          ---           ---          ---
Minority interest expense (income)                         506           (10)          97           672          351
Interest and other income                                3,157         2,209        2,079         1,937        1,788
Income before provision for income taxes                16,044         4,266       13,335        10,507        9,067
Provision for income taxes                               5,535         1,514        5,101         3,993        3,469
Cumulative effect of accounting change, net
of tax                                                    (111)          ---          ---           ---          ---
Net income                                             $10,398        $2,752       $8,234         $6,514      $5,598
------------------------------------------------- ------------- ------------- ------------ ------------- ------------

BALANCE SHEET                                             2000          1999         1998          1997         1996
------------------------------------------------- ------------- ------------- ------------ ------------- ------------
Working capital(1)                                     $56,938       $45,269      $39,115       $30,017      $29,573
Program costs, net                                       5,599         5,067        5,963         4,615        1,741
Total assets                                            83,923        69,918       73,215        63,298       52,711
Stockholders' equity                                    72,209        61,811       58,953        50,319       43,494
Weighted average number of shares
            outstanding                                 10,188        10,179       10,171        10,100       10,040
Weighted average number of shares
            and equivalents outstanding                 10,346        10,311       10,296        10,215       10,183
Number of shares outstanding at
         year end                                       10,190        10,186       10,174        10,105       10,068
Per share data:
            Basic earnings per share                     $1.02          $.27         $.81          $.65         $.56
            Diluted earnings per share                    1.01           .27          .80           .64          .55
            Net book value                                7.09          6.07         5.80          4.95         4.32
------------------------------------------------- ------------- ------------- ------------ ------------- ------------

OTHER OPERATING DATA                                      2000          1999         1998          1997         1996
------------------------------------------ -------------------- ------------- ------------ ------------- ------------
EBITDA(2)                                              $15,412        $8,769      $14,502       $10,565       $8,663
------------------------------------------ -------------------- ------------- ------------ ------------- ------------
</TABLE>

-----------------------
(1)  Represents the sum of cash,  marketable  securities and accounts receivable
     less accounts payable.

(2)  EBITDA is earnings before interest and other income,  taxes,  depreciation,
     amortization and other non-cash items.  EBITDA is presented  supplementally
     because  management  believes  it allows for a more  complete  analysis  of
     results of  operations.  This  information  should not be  considered as an
     alternative to any measure of performance or liquidity as promulgated under
     accounting  principles generally accepted in the United States (such as net
     income or cash  provided by or used in  operating,  investing and financing
     activities)  nor should it be  considered  as an  indicator  of the overall
     financial  performance of the Company. The Company's  calculation of EBITDA
     may be different from the calculation used by other companies and therefore
     comparability may be limited.

                                       12
<PAGE>

ITEM 7.           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                  CONDITION AND RESULTS OF OPERATIONS

The purpose of the  following  discussion  and  analysis is to explain the major
factors and variances between periods of the Company's  financial  condition and
results of  operations.  This analysis  should be read in  conjunction  with the
financial statements and the accompanying notes which begin on page 16.

INTRODUCTION
------------

         A majority of the Company's  revenue is derived from the production and
licensing of television  programming.  The Company's  television  programming is
licensed to the major television networks, cable networks, program distributors,
domestic and foreign  syndicators  and  advertisers.  The Company also  receives
production fees from program buyers who retain ownership of the programming.  In
addition,  the Company  derives revenue from the rerun broadcast of its programs
on network and cable  television and in foreign markets as well as the licensing
of its media and film  archives to third  parties for use in  theatrical  films,
television movies,  specials and commercials.  The Company,  on a limited basis,
also develops  theatrical  films in association  with  established  studios that
generally provide the financing necessary for production.

         The  Company  also  derives  substantial  revenue  from its  restaurant
business  (dcri  and  its  subsidiaries).   This  business  segment  contributed
approximately 22%, 29% and 27% to the Company's  consolidated revenue for fiscal
years ended June 30, 2000, 1999 and 1998, respectively.

         License fees for the production of television programming are generally
paid to the Company pursuant to license  agreements  during  production and upon
availability  and  delivery  of the  completed  program or  shortly  thereafter.
Revenue from network and cable television  license  agreements is recognized for
financial  statement  purposes upon availability and delivery of each program or
episode in the case of a series. Revenue from rerun broadcast (both domestic and
foreign) is recognized for each program when it becomes contractually  available
for broadcast.

         Production costs of television  programs are capitalized and charged to
operations on an individual  program basis in the ratio that the current  year's
gross  revenue  bears to  management's  estimate  of the total  revenue for each
program from all sources.  Substantially  all  television  production  costs are
amortized  in  the  initial  year  of  delivery,  except  for  those  successful
television  series  and  television  movies  where  there is likely to be future
revenue earned in domestic and foreign syndication and other markets. Successful
television  series and television  movies can achieve  substantial  revenue from
rerun  broadcasts  in both  foreign and  domestic  markets  after their  initial
broadcast,  thereby  allowing a portion of the production  costs to be amortized
against future revenue.  Distribution costs of television  programs are expensed
in the period incurred.

         Depending  upon the type of  contract,  revenue for dcci is  recognized
when  the  services  are  completed  for a live  event,  when a tape  or film is
delivered to a customer,  when services are  completed  pursuant to a particular
phase of a contract which provides for periodic payments, or as may be otherwise
provided in a particular  contract.  Costs of individual  dcci  productions  are
capitalized and expensed as revenue is recognized.

LIQUIDITY AND CAPITAL RESOURCES
-------------------------------

         The  Company's  capital  resources  are more than  adequate to meet its
current  working  capital  requirements.  The  Company  had cash and  marketable
securities  of  approximately  $58,472,000  as of  June  30,  2000  compared  to
$45,098,000 as of June 30, 1999. The Company has no outstanding  bank borrowings
or other indebtedness for borrowed money.

         Marketable securities consist primarily of investments in United States
Treasury  Bills and  Treasury  Notes.  The  Company  classifies  investments  in
marketable  securities as  "held-to-maturity",  and carries these investments at
cost in accordance  with  Statement of Financial  Accounting  Standards No. 115.
This statement requires  investments in debt and equity  securities,  other than
debt securities classified as "held-to-maturity", to be reported at fair value.

         Historically,  the  Company  has funded its  investment  in  television
program costs primarily through installment payments of license fees and minimum
guaranteed  license  payments  from  program  buyers.  To the extent the Company
produces television movies and television series, the Company may be required to
finance  the  portion of its  program  costs for these  programs  not covered by
guaranteed  license  payments  from  program  buyers  (known  in the  television


                                       13
<PAGE>

industry as "deficit financing"). None of the Company's television production in
fiscal 2000 or 1999  required  material  deficit  financing by the Company.  The
Company  incurred  deficit  financing in  connection  with the  production  of a
children's  series  delivered in fiscal 1998. No programs which are currently in
development are anticipated to require material deficit financing.

         Net  cash   provided  by   operating   activities   was   approximately
$15,025,000,   $6,204,000  and  $9,218,000  in  fiscal  2000,   1999  and  1998,
respectively.   Net  cash  used  in  investing   activities  was   approximately
$15,750,000,   $7,382,000  and  $5,848,000  in  fiscal  2000,   1999  and  1998,
respectively.  There was no net cash provided by financing  activities in fiscal
2000, and net cash provided by financing activities was $109,000 and $400,000 in
fiscal  1999 and  1998,  respectively.  The  fluctuations  in cash  provided  by
operations  and cash used for  investing  activities  for those years  primarily
reflect changes in production activity,  the construction of two and the sale of
one "Dick Clark's  American  Bandstand  Grill"  restaurants  in fiscal 2000, the
construction  of one  restaurant  in fiscal 1998,  and changes in the  Company's
investment  in  marketable  securities.  The  fluctuations  in cash  provided by
financing  activities  are the  result of  differing  numbers  of stock  options
exercised in a particular year.

         The  Company  expects to  accomplish  future  growth of the  restaurant
division through a focus on licensing  agreements requiring little or no capital
outlay.  However,  the Company expects that the opening of any additional  owned
and  operated  American  Bandstand  Grill  restaurants  would be  financed  from
available  capital and/or  alternative  financing methods such as joint ventures
and  limited  recourse  borrowings.   Capital  requirements  for  the  Company's
corporate  events and  communications  business,  dcci,  are  anticipated  to be
immaterial to the Company's overall capital position in fiscal 2001.

         The Company expects that its available  capital base and cash generated
from operations will be more than sufficient to meet its cash  requirements  for
the foreseeable future.

RESULTS OF OPERATIONS
---------------------

Revenue

         Revenue  for the year ended June 30, 2000 was  $92,243,000  compared to
$72,334,000  for the year ended June 30, 1999 and $86,251,000 for the year ended
June 30, 1998. The increase in revenue in fiscal 2000 as compared to fiscal 1999
is primarily due to higher revenue from television series, specials programming,
and communications  projects,  offset in part by decreased revenue in same store
sales from restaurant operations.

         The  decrease  in revenue in fiscal  1999 as compared to fiscal 1998 is
primarily due to lower revenue from television series and specials production as
well as reduced revenue from restaurant operations.

         During  fiscal  2000,   revenue  from  one  recurring   annual  special
represented  approximately 11% of total revenue, and revenue from one television
series  represented  approximately  17% of total  revenue.  During  fiscal 1999,
revenue from one recurring annual special represented approximately 14% of total
revenue and revenue from one television series represented  approximately 13% of
total  revenue.  During fiscal 1998,  revenue from one recurring  annual special
represented  approximately  11% of total  revenue and revenue from two different
television series each represented  approximately 11% of total revenue. No other
production  or project  accounted  for more than 10% of total revenue for fiscal
2000, 1999 or 1998.

Gross Profit

         Gross profit as a percentage of revenue was 20%, 16% and 20% for fiscal
2000, 1999 and 1998, respectively.  The increase in gross profit as a percentage
of revenue in fiscal 2000 as  compared  to fiscal 1999 is  primarily a result of
increased  profitability in television series production.  The decrease in gross
profit as a  percentage  of revenue in fiscal 1999 as compared to fiscal 1998 is
primarily a result of lower  profitability in television specials and restaurant
operations.

General & Administrative Expense

         General and administrative expense decreased in fiscal 2000 as compared
to fiscal 1999  primarily as a result of an increase in  capitalized  production
overhead to  television  series  production,  offset in part by increased  bonus


                                       14
<PAGE>

compensation.  General and  administrative  expense  decreased in fiscal 1999 as
compared to fiscal 1998  primarily  as a result of reduced  bonus  compensation,
offset in part by increased personnel costs for restaurant operations.

Impairment of Long Lived Assets

         As a result of declining  operating  results in three of the restaurant
units during the fourth  quarter of fiscal 1999,  and the  evaluation  of future
operating  performance in these units,  as required by the Financial  Accounting
Standards  Board's SFAS No. 121, in fiscal 1999, the Company  recorded a noncash
impairment  charge of  $4,092,000,  related to the  writedown  of the  Company's
investment  in these  units.  The Company  considered  continued  and  projected
underperformance  in these  units and  changes  in market  conditions  to be the
primary indicators of potential impairment. The impairment charge was recognized
as the future projected  undiscounted  cash flows for these units were estimated
to be  insufficient  to recover  the  related  carrying  value of the long lived
assets relating to the units. As a result, the carrying values of the assets for
two of the restaurants were written down to their estimated fair values based on
the projected  discounted cash flows.  Assets of the third  restaurant unit were
written  down to their  estimated  disposal  value,  the  majority of which were
disposed of in fiscal 2000.

Other

         Minority  interest  expense  increased  in fiscal  2000 as  compared to
fiscal 1999 as a result of a legal  settlement  received related to the American
Bandstand Club in Reno, Nevada; and as a result of a major sale of the Company's
previously-produced  "Super Bloopers and New Practical  Jokes".  The C & C Joint
Venture,  of which the Company has a 51% interest,  produced the "Super Bloopers
and New Practical Jokes" television  specials.  The Bloopers specials  currently
being produced by the Company do not include the practical joke segments and are
owned 100% by the Company and there is, therefore,  no minority interest expense
associated with their production.  Minority interest expense decreased in fiscal
1999 as compared to fiscal  1998 as a result of the planned  dissolution  of the
Joint  Venture  associated  with the closing of the American  Bandstand  Club in
Reno, Nevada.

GENERAL
-------

Other Operating Data

         EBITDA  is  earnings   before   interest  and  other   income,   taxes,
depreciation,  amortization,  and other non-cash items.  Non-cash items, such as
asset writedowns and impairment  losses, are excluded from EBITDA as these items
do not  impact  operating  results on a  recurring  basis.  EBITDA is  presented
supplementally  because  management  believes  it  allows  for a  more  complete
analysis of results of operations.  This information should not be considered as
an alternative  to any measure of performance or liquidity as promulgated  under
accounting  principles  generally  accepted  in the United  States  (such as net
income  or cash  provided  by or  used in  operating,  investing  and  financing
activities) nor should it be considered as an indicator of the overall financial
performance of the Company. The Company's calculation of EBITDA may be different
from the calculation used by other companies and therefore  comparability may be
limited.

Forward Looking Statements

         Certain  statements  in  the  foregoing  Management's   Discussion  and
Analysis (the "MD&A") are not historical  facts or information and certain other
statements  in the MD&A are forward  looking  statements  that involve risks and
uncertainties,  including,  without limitation, the Company's ability to develop
and sell television programming, to implement its licensing and related strategy
for its  restaurant  operations,  and to attract  new  corporate  communications
clients to dcci, and such  competitive  and other business risks as from time to
time may be detailed in the  Company's  reports to the  Securities  and Exchange
Commission.

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
-----------------------------------------------------

         The  information  required  by this item is set forth in the  Financial
Statements, commencing on page 19 included herein.

                                       15
<PAGE>

CONSOLIDATED BALANCE SHEETS
---------------------------
<TABLE>
<CAPTION>
                                                                          YEAR ENDED JUNE 30,
ASSETS                                                          2000                               1999
-------------------------------------------------------------------------------------------------------------
<S>                                                       <C>                                <C>
Cash and cash equivalents                                 $     5,298,000                    $     6,023,000
Marketable securities                                          53,174,000                         39,075,000
Accounts receivable                                             4,609,000                          4,540,000
Program costs, net                                              5,599,000                          5,067,000
Prepaid royalty, net                                            2,424,000                          2,728,000
Current and deferred income taxes                                 373,000                                 --
Property, plant and equipment, net                             11,058,000                         10,907,000
Goodwill and other assets, net                                  1,388,000                          1,578,000
-------------------------------------------------------------------------------------------------------------
          TOTAL ASSETS                                    $    83,923,000                    $    69,918,000
=============================================================================================================

LIABILITIES AND STOCKHOLDERS'
EQUITY
-------------------------------------------------------------------------------------------------------------

LIABILITIES:

Accounts payable                                          $     6,143,000                    $     4,369,000
Accrued residuals and participations                            2,737,000                          2,075,000
Production advances and deferred revenue                        2,075,000                            695,000
Current and deferred income taxes                                      --                            316,000

-------------------------------------------------------------------------------------------------------------
          TOTAL LIABILITIES                                    10,955,000                          7,455,000
=============================================================================================================

Commitments and contingencies

Minority interest                                                 759,000                            652,000

STOCKHOLDERS' EQUITY:
Class A common stock, $.0l par value,
      2,000,000 shares authorized:
       910,000 shares issued                                        9,000                              9,000
Common stock, $.01 par value,
      20,000,000 shares authorized:
       9,282,000 shares issued at June 30, 2000 and
       9,276,000 shares issued at June 30, 1999                    93,000                             93,000
Treasury stock, at cost, 1,493 shares at June 30, 2000            (23,000)                                --
Additional paid-in capital                                     30,060,000                         18,783,000
Retained earnings                                              42,070,000                         42,926,000
-------------------------------------------------------------------------------------------------------------
          TOTAL STOCKHOLDERS' EQUITY                      $    72,209,000                    $    61,811,000
-------------------------------------------------------------------------------------------------------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                $    83,923,000                    $    69,918,000
-------------------------------------------------------------------------------------------------------------

The  accompanying  notes are an integral  part of these  consolidated  financial statements.
</TABLE>

                                       16
<PAGE>

CONSOLIDATED STATEMENTS OF OPERATIONS
-------------------------------------
<TABLE>
<CAPTION>
                                                                       YEAR ENDED JUNE 30,
-------------------------------------------------------------------------------------------------------------------
                                                             2000               1999                   1998
-------------------------------------------------------------------------------------------------------------------
<S>                                                    <C>                 <C>                      <C>
Revenue                                                $  92,243,000       $   72,334,000           $86,251,000

Costs related to revenue                                  73,524,000           60,690,000            69,077,000

-------------------------------------------------------------------------------------------------------------------
   Gross profit                                           18,719,000           11,644,000            17,174,000

General and administrative expense                         5,326,000            5,505,000             5,821,000
Impairment of long lived assets                                  ---            4,092,000                   ---
Minority interest expense (income)                           506,000              (10,000)               97,000
Interest and other income                                 (3,157,000)          (2,209,000)           (2,079,000)
-------------------------------------------------------------------------------------------------------------------
   Income before provision for income taxes               16,044,000            4,266,000            13,335,000
Provision for income taxes                                 5,535,000            1,514,000             5,101,000
-------------------------------------------------------------------------------------------------------------------
    Income before cumulative effect of accounting change  10,509,000            2,752,000             8,234,000
Cumulative effect of accounting change, net of tax          (111,000)                 --                     --
-------------------------------------------------------------------------------------------------------------------
    Net income                                         $  10,398,000       $    2,752,000            $8,234,000
-------------------------------------------------------------------------------------------------------------------


Per share data:
   Basic earnings per share:
   Before cumulative effect of accounting change                $1.03               $0.27                 $0.81
   Cumulative effect of accounting change, net of tax          (0.01)                  --                    --
-------------------------------------------------------------------------------------------------------------------
   Net income                                                 $ 1.02                $0.27                 $0.81
-------------------------------------------------------------------------------------------------------------------
   Diluted earnings per share:
   Before cumulative effect of accounting change               $1.02                $0.27                 $0.80
   Cumulative effect of accounting change, net of tax          (0.01)                --                     --
-------------------------------------------------------------------------------------------------------------------
   Net income                                                  $1.01                $0.27                 $0.80
-------------------------------------------------------------------------------------------------------------------

Weighted average number of shares outstanding             10,188,000           10,179,000            10,171,000
Weighted average number of shares and equivalents
    outstanding                                           10,346,000           10,311,000            10,296,000
-------------------------------------------------------------------------------------------------------------------
The  accompanying  notes are an integral  part of these  consolidated  financial statements.
</TABLE>

                                       17
<PAGE>

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
-----------------------------------------------
<TABLE>
<CAPTION>
---------------------------- --------------------- ----------------------- ------------------------ ------------- --------------
                                    CLASS A                COMMON                  TREASURY
                                COMMON STOCK               STOCK                   STOCK              ADDITIONAL
                                ------------               -----                   -----               PAID-IN       RETAINED
                               SHARES       AMOUNT    SHARES    AMOUNT           SHARES    AMOUNT      CAPITAL       EARNINGS
---------------------------- --------------------- ----------------------- ------------------------ ------------- --------------
<S>           <C> <C>          <C>         <C>       <C>          <C>                          <C>    <C>           <C>
Balance, June 30, 1997         750,000     $7,000    7,632,000    $76,000           --         $--    $8,205,000    $42,031,000
Net income                          --         --           --         --           --          --            --      8,234,000
Exercise of stock options           --         --        7,000         --           --          --       400,000             --
Stock dividend                  37,000      1,000      382,000      4,000           --                 5,226,000    (5,231,000)
---------------------------- ---------- ---------- ------------ ---------- ------------ ----------- ------------- --------------
Balance, June 30, 1998         787,000      8,000    8,021,000     80,000           --          --    13,831,000     45,034,000
Net income                          --         --           --         --           --          --            --      2,752,000
Exercise of stock options           --         --       11,000         --           --          --       109,000             --
Stock dividend                  40,000        ---      401,000      4,000           --          --     4,843,000    (4,850,000)
---------------------------- ---------- ---------- ------------ ---------- ------------ ----------- ------------- --------------
Balance, June 30, 1999         827,000      8,000    8,433,000     84,000           --          --    18,783,000     42,936,000
Net income                          --         --           --         --           --          --            --     10,398,000
Treasury stock purchased            --         --           --         --            1    (23,000)        23,000             --
Exercise of stock options           --         --        6,000         --           --          --            --             --
Stock dividend                  83,000      1,000      843,000      9,000           --          --    11,254,000   (11,264,000)
---------------------------- ---------- ---------- ------------ ---------- ------------ ----------- ------------- --------------
BALANCE, JUNE 30, 2000         910,000     $9,000    9,282,000    $93,000            1   $(23,000)   $30,060,000    $42,070,000
---------------------------- ---------- ---------- ------------ ---------- ------------ ----------- ------------- --------------
                                                            --------------
                                                                 TOTAL
                                                              STOCKHOLDERS'
                                                                EQUITY
                                                            --------------
Balance, June 30, 1997                                        $50,319,000
Net income                                                      8,234,000
Exercise of stock options                                         400,000
Stock dividend                                                         --
--------------------------                                  --------------
Balance, June 30, 1998                                         58,953,000
Net income                                                      2,752,000
Exercise of stock options                                         109,000
Stock dividend                                                    (3,000)
--------------------------                                  --------------
Balance, June 30, 1999                                         61,811,000
Net income                                                     10,398,000
Treasury stock purchased                                               --
Exercise of stock options                                              --
Stock dividend                                                         --
--------------------------                                  --------------
BALANCE, JUNE 30, 2000                                        $72,209,000
--------------------------                                  --------------

The  accompanying  notes are an integral  part of these  consolidated  financial statements.
</TABLE>

                                       18
<PAGE>

CONSOLIDATED STATEMENTS OF CASH FLOWS
-------------------------------------
<TABLE>
<CAPTION>
                                                                                      YEAR ENDED JUNE 30,
----------------------------------------------------------------------- ------------------- --------------------- ------------------
                                                                               2000                 1999                 1998
----------------------------------------------------------------------- ------------------- --------------------- ------------------
Cash flows from operating activities:
<S>                                                                           <C>                    <C>                 <C>
Net income                                                                    $ 10,398,000          $ 2,752,000       $ 8,234,000
   Adjustments to reconcile net income to net cash provided by operations:
     Amortization expense                                                       47,128,000           38,551,000        47,083,000
     Impairment of long lived assets                                                    --            4,092,000                ---
     Depreciation expense                                                        1,500,000            1,979,000          2,441,000
     Investment in program costs                                               (46,331,000)         (37,014,000)       (47,626,000)
     Minority interest, net                                                        107,000              (77,000)          (178,000)
     Changes in assets and liabilities:
          Accounts receivable                                                      (69,000)           2,133,000         (2,452,000)
          Other assets                                                            (835,000)            (130,000)           255,000
          Accounts payable, accrued residuals and participations                 2,436,000           (3,662,000)         1,734,000
          Production advances and deferred revenue                               1,380,000           (1,166,000)          (907,000)
          Current and deferred income taxes payable                               (689,000)          (1,254,000)           634,000
                                                                        ------------------- --------------------- ------------------
               Net cash provided by operations                                  15,025,000            6,204,000          9,218,000
                                                                        ------------------- --------------------- ------------------
Cash flows from investing activities:
Purchases of marketable securities                                             (36,206,000)         (28,374,000)       (24,413,000)
Sales of marketable securities                                                  22,107,000           21,511,000        20,634,000
Expenditures on property, plant and equipment                                  (2,960,000)             (871,000)        (2,227,000)
                                                                        ------------------- --------------------- ------------------
Disposals of property, plant and equipment                                       1,309,000              352,000            158,000
                                                                        ------------------- --------------------- ------------------
              Net cash used for investing activities                           (15,750,000)          (7,382,000)        (5,848,000)
                                                                        ------------------- --------------------- ------------------
Cash flows from financing activities:
Exercise of stock options                                                               --              109,000            400,000
                                                                        ------------------- --------------------- ------------------
              Net cash provided by financing activities                                 --              109,000            400,000
                                                                        ------------------- --------------------- ------------------
Net (decrease) increase in cash and cash equivalents                              (725,000)          (1,069,000)         3,770,000

Cash and cash equivalents at beginning of the year                               6,023,000            7,092,000          3,322,000
                                                                        ------------------- --------------------- ------------------
Cash and cash equivalents at end of the year                                   $ 5,298,000          $ 6,023,000        $ 7,092,000
----------------------------------------------------------------------- ------------------- --------------------- ------------------
Supplemental disclosures of cash flow information
     Cash paid during the year for income taxes                                $ 6,187,000          $ 2,900,000        $ 4,189,000
----------------------------------------------------------------------- ------------------- --------------------- ------------------
The  accompanying  notes are an integral  part of these  consolidated  financial statements.
</TABLE>

                                       19
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
------------------------------------------

1.  BASIS OF FINANCIAL STATEMENT PRESENTATION

         The  consolidated  financial  statements  include the  accounts of dick
clark productions,  inc., its wholly-owned subsidiaries and majority-owned joint
ventures,   collectively   referred  to  as  the  "Company".   All   significant
inter-company balances and transactions have been eliminated in consolidation.

         The common  stock of the  Company is  entitled to one vote per share on
all of the matters  submitted to a vote of stockholders,  and the Class A common
stock is  entitled  to 10 votes per share.  Holders of Class A common  stock are
entitled to a dividend equal to 85% of any declared cash dividends on the shares
of common stock. On liquidation of the Company,  holders of the common stock are
entitled to receive $2.00 per share before any payment is made to the holders of
Class A common  stock,  and  thereafter  the holders of Class A common stock are
entitled to share  ratably  with the  holders of common  stock in the net assets
available for distribution.

         The preparation of consolidated financial statements in conformity with
accounting   principles   generally  accepted  in  the  United  States  requires
management to make estimates and assumptions that affect the reported amounts of
assets and  liabilities  and disclosure of contingent  assets and liabilities at
the date of the  financial  statements  and the reported  amounts of revenue and
expenses  during the reported  period.  Actual  results  could differ from those
estimates.

2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Revenue

         Revenue from television program licensing agreements is recognized when
each program becomes contractually available for broadcast and delivery. Revenue
earned  currently  which is to be received in future  periods is  discounted  to
present  value using the  effective  interest  method.  Depending on the type of
contract,  revenue  for dick  clark  communications,  inc.  is  recognized  when
services are completed for a live event or when a tape or film is delivered to a
customer or when services are completed  pursuant to a phase of a contract which
provides for periodic payment.  Revenue from restaurant operations is recognized
upon provision of goods and services to customers.

Revenue by significant customer as a percentage of total revenue is as follows:

Significant customers, year ended June 30,    2000            1999         1998
--------------------------------------------------------------------------------
         NBC Entertainment                      6%              5%          20%
         ABC Entertainment                     15%             18%          12%
         Fox Broadcasting Company              22%             12%          10%

         The  Company  produces  television  programming  in relation to several
awards shows subject to long-term license agreements which expire in 2005. While
the  existence  of  each  long-term  agreement  enhances  the  future  financial
performance of the Company,  the non-renewal of certain such agreements at their
respective  expiration  dates  could  have  a  material  adverse  impact  on the
Company's financial performance.

Program Costs

         Program costs, which include acquired rights, indirect production costs
(production overhead), residuals and third-party participations,  are charged to
operations on an individual  program basis in the ratio that the current  year's
revenue  for each  program  bears to  management's  estimate  of total  ultimate
revenue for the current and future years for that program from all sources. This
method of accounting  is commonly  referred to as the  individual  film forecast
method.  For the  fiscal  years  ended  June 30,  2000,  1999 and 1998 there was
$4,362,000,  $4,777,000 and  $5,689,000,  respectively,  of production  overhead
included within program costs.

                                       20
<PAGE>

         Upon  distribution  of  acquired  film  rights,  the  Company  uses the
individual film forecast  method set forth in Statement of Financial  Accounting
Standards  (SFAS) No. 53 to amortize  these  program  costs,  together  with the
participants'  share and residuals costs, based upon the ratio of revenue earned
in the current period to the Company's estimate of total revenue to be realized.
Management periodically reviews its estimates on a program-by-program basis and,
when unamortized costs exceed net realizable value for a program, that program's
unamortized  costs are written down to net realizable  value.  When estimates of
total  revenue  indicate  that a program  will result in an ultimate  loss,  the
entire loss is recognized.

         The Company periodically reviews the status of projects in development.
If, in the  opinion  of the  Company's  management,  any such  projects  are not
planned for  production,  the costs and any  reimbursements  and earned advances
related  thereto  are  charged  to the  appropriate  profit  and loss  accounts.
Substantially all production and distribution costs are amortized in the initial
year of availability,  except with respect to successful  television  series and
television movies which have the capacity for significant future revenue.

Income Taxes

         Income taxes are accounted for in accordance  with SFAS No. 109,  which
requires  recognition  of deferred tax  liabilities  and assets for the expected
future  tax  consequences  of  events  that  have  been  included  in  financial
statements  or tax returns.  Under this method,  deferred  tax  liabilities  and
assets are determined  based on the difference  between the financial  statement
and tax bases of assets and  liabilities  using  enacted tax rates in effect for
the year in which the differences are expected to reverse.

Comprehensive Income

         In June 1997, the FASB issued SFAS No. 130,  "Reporting  Comprehensive
Income",  which took effect in the  Company's  fiscal year ending June 30, 1999.
This  statement   established   standards  for  the  reporting  and  display  of
comprehensive  income and its  components  in financial  statements  and thereby
reports a measure of all  changes in equity of an  enterprise  that  result from
transactions and other economic events other than transactions with owners.  The
Company  does not have any  components  of  comprehensive  income other than net
income.

Earnings Per Share

         Basic  earnings  per share are  computed by dividing  net income by the
weighted average number of shares of stock outstanding  during the year. Diluted
earnings  per share are  determined  by applying  the  treasury  stock method to
compute dilution for common stock equivalents.

         On April 25,  2000,  the Company  declared a 10% stock  dividend of the
common  stock and Class A common  stock to  holders of record as of the close of
business on May 25, 2000. The Company previously paid a 5% stock dividend of the
common  stock and Class A common  stock to  holders of record as of the close of
business  on May 21,  1999.  Accordingly,  share  data have  been  retroactively
adjusted to include the effect of the stock dividends.

Cash and Cash Equivalents

         Cash equivalents consist of investments in interest bearing instruments
issued by banks and other financial  institutions with original maturities of 90
days or less. Such  investments are stated at cost,  which  approximates  market
value.

Accounts Receivable

         Accounts receivable represent unsecured balances due from the Company's
various  customers and the Company is at risk to the extent such amounts  become
uncollectible.  The Company performs credit evaluations of each of its customers
and maintains allowances for potential credit losses, if deemed necessary.

                                       21
<PAGE>

Marketable Securities

         Marketable securities consist primarily of investments in United States
Treasury Bills and Treasury  Notes.  The Company  classifies its  investments in
marketable  securities as  "held-to-maturity  ", and carries the  investments at
cost in accordance  with SFAS No. 115. This  statement  requires  investments in
debt  and  equity   securities,   other  than  debt  securities   classified  as
"held-to-maturity",  to be reported at fair value. The cost of these investments
as of June 30, 2000 and 1999 was $53,174,000 and $39,075,000,  respectively, and
the market value as of June 30, 2000 and 1999 was $52,353,000  and  $38,611,000,
respectively.  As of June 30, 2000, the recorded costs of marketable  securities
maturing in fiscal 2001,  2002,  2003,  and 2004  thereafter  were  $27,116,000,
$8,572,000, $5,940,000 and $11,546,000, respectively

Property, Plant and Equipment

         Property, plant and equipment consist of the following as of June 30:
<TABLE>
<CAPTION>

                                                                                    2000              1999
-----------------------------------------------------------------------------------------------------------------
<S>                                                                             <C>               <C>
Land                                                                            $ 1,322,000       $  2,018,000
Buildings                                                                         3,363,000          4,920,000
Leasehold improvements                                                            6,914,000          5,979,000
Furniture and fixtures                                                            7,555,000          7,232,000
Production and other equipment                                                    3,428,000          3,365,000
Construction in process                                                               5,000            184,000
                                                                          --------------------------------------

Less: accumulated depreciation and amortization                                 (11,529,000)       (12,791,000)
                                                                          --------------------------------------
         Property, plant and equipment, net                                     $11,058,000        $10,907,000
                                                                          ======================================
</TABLE>

         Depreciation  and  amortization is calculated  using the  straight-line
method based on  estimated  useful  lives of the  applicable  property or asset.
Useful lives range from 3 to 30 years for buildings  and leasehold  improvements
and 5 to 7 years for furniture and fixtures and other equipment.

         The cost of normal  maintenance and repairs to properties and assets is
charged to expense when incurred.  Major  improvements  to properties and assets
are capitalized  and depreciated or amortized over the estimated  useful life of
the improvements.

Goodwill and Other Assets

         Goodwill   resulting   from  the   Company's   acquisition   of  Harmon
Entertainment  Restaurants  (see Note 4) in fiscal 1990 is being  amortized on a
straight-line  basis over 20 years.  In the first  quarter  of the  fiscal  year
ending June 30, 2000,  the Company  adopted  AICPA  Statement of Position  (SOP)
98-5,  "Reporting on the Costs of Start-Up  Activities".  This SOP requires that
all non-governmental entities expense costs of start-up activities (pre-opening,
pre-operating and organizational costs) as those costs are incurred and requires
the write-off of any  unamortized  balances upon  implementation.  The financial
impact of SOP 98-5 was  recorded  in the first  quarter of fiscal year 2000 as a
cumulative effect of an accounting  change of $111,000,  net of a tax benefit of
$60,000.  Other assets as of June 30, 1999 included  capitalized  organizational
and pre-opening  costs.  Liquor license costs of $199,000 and $143,000 which are
included  in other  assets as of June 30, 2000 and 1999,  respectively,  are not
being amortized.  Accumulated  amortization of goodwill and other assets at June
30, 2000 and 1999 was $3,122,000 and $3,052,000, respectively.

Long Lived Assets

         The carrying  values of the  Company's  assets are reviewed when events
and  circumstances  indicate  that the  carrying  value  of an asset  may not be
recoverable.  If it is determined  that an impairment loss has occurred based on
undiscounted  future cash flows,  then a loss is  recognized in the statement of
operations  using a  discounted  cash flow or fair value  model.  As a result of
declining  operating  results in three of the restaurant units during the fourth
quarter of fiscal 1999, the Company recorded an impairment charge of $4,092,000.

                                       22
<PAGE>

Unclassified Balance Sheet

         In  accordance  with the  provisions  of SFAS No. 53, the  Company  has
elected to present an unclassified balance sheet.

Joint Ventures

         The  Company  has a  controlling  interest  in  several  joint  venture
arrangements in which the Company's share of profits and losses exceed 50%. As a
result,  the assets,  liabilities,  revenues and expenses of such joint ventures
are included in the consolidated  balance sheets and statements of operations of
the Company with the amounts due to others shown as minority interest.

Reclassifications

         The  consolidated  financial  statements of prior years reflect certain
reclassifications to conform with classifications adopted in the current year

New Accounting Pronouncements

         In June 2000,  the AICPA  issued  Statement  of  Position  (SOP)  00-2,
"Accounting by Producers or Distributors of Films". The primary changes from the
guidance of SFAS 53 relate to the accounting for advertising and marketing costs
in accordance with SOP 93-7,  "Reporting on Advertising  Costs",  limitations on
certain  ultimates  that  companies  can use in their  individual  film forecast
method, and more specific guidance related to projects in development.  SOP 00-2
is effective for fiscal years  beginning  after  December 15, 2000 and should be
accounted for as a cumulative  effect of changes in accounting  principles to be
included in the  statement of  operations.  Management  intends to adopt the SOP
00-2 during the quarter  ending  September  30,  2000.  Management  expects that
adoption of SOP 00-2 will have an immaterial  impact on the financial results of
the Company.

3.  PROGRAM COSTS

         The  Company is engaged,  as one of its  principal  activities,  in the
development  and  production  of  a  wide  range  of  television  and  corporate
programming.

         Management's   estimate  of  forecasted  revenue  related  to  released
programs  exceeds the  unamortized  costs on an individual  program basis.  Such
forecasted  revenue is subject to revision  in future  periods if  warranted  by
changing  conditions such as market appeal and availability of new markets.  The
Company currently  anticipates that all of such revenue and related amortization
will be recognized  under the individual film forecast method where programs are
available for broadcast in certain  secondary markets in years ranging from 2001
through 2010. While management can forecast ultimate revenue based on experience
and  current  market  conditions,   specific  annual  amortization   charges  to
operations are not  predictable  because  revenue  recognition is dependent upon
various external factors including  expiration of network license agreements and
availability for broadcasting in certain secondary markets.

         Program  costs  associated  with dick clark  communications,  inc.  are
amortized as projects,  or  identifiable  elements  pursuant to a contract,  are
delivered.

         Based on management's  estimates of gross revenues as of June 30, 2000,
approximately  71% of the $3,865,000 of unamortized  program costs applicable to
released  programs  will be amortized  during the three fiscal years ending June
30, 2003.

                                       23
<PAGE>

         Capitalized program costs consist of the following as of June 30:
<TABLE>
<CAPTION>
                                                                             2000                       1999
---------------------------------------------------------------------------------------------------------------------
<S>                                                                     <C>                     <C>
Released, since inception:
Television programs                                                     $296,106,000            $252,797,000
Communications projects                                                   63,266,000              56,696,000
Movies for television                                                     25,818,000              25,728,000
                                                               ------------------------------------------------------
                                                                         385,190,000             335,221,000
Less: accumulated amortization                                          (381,325,000)           (330,727,000)
--------------------------------------------------------------------------------------------------------------------
<S>                                                                        <C>                      <C>
                                                                           3,865,000               4,494,000
                                                               =====================================================
In process:
Television programs                                                          939,000                 250,000
Communications projects                                                      153,000                  82,000
                                                               -----------------------------------------------------

                                                                           1,092,000                 332,000
                                                               =====================================================
Project development costs:
Television programs                                                          483,000                  68,000
Communications projects                                                      157,000                 134,000
Movies for television                                                          2,000                  39,000
                                                               -----------------------------------------------------
                                                                             642,000                 241,000
                                                               =====================================================
             Program costs, net                                       $    5,599,000         $     5,067,000
                                                               =====================================================
</TABLE>

                                       24
<PAGE>

4.  PREPAID ROYALTY

         Pursuant to a redemption and settlement  agreement  dated June 14, 1990
(the  "Redemption   Agreement"),   between  Harmon   Entertainment   Corporation
("Harmon"),  a previous co-venturer with the Company in its restaurant business,
the Company,  dick clark  restaurants,  inc. ("dcri") and certain other parties,
the Company had an obligation to pay Harmon a royalty of up to  $10,000,000 at a
rate of 1.5% of all  restaurant  revenue of which  $1,000,000  was  advanced  to
Harmon at the time the  Redemption  Agreement  was  entered  into by the parties
thereto.  Pursuant to a  modification  dated December 31, 1994 to the Redemption
Agreement,  the Company paid Harmon  $3,128,000 as  pre-payment of the remaining
portion of this  obligation.  The Company is amortizing  the prepaid  royalty of
$3,128,000  at  the  rate  of  1.5%  of  all  restaurant  revenue.   Accumulated
amortization of the royalty at June 30, 2000 and 1999 was $704,000 and $400,000,
respectively.

5.  INCOME TAXES

         The provision  for income taxes  consists of the following for the year
ended June 30:
<TABLE>
<CAPTION>
                                                                   2000                1999               1998
-------------------------------------------------------------------------- ------------------- -------------------
Current:
<S>                                                           <C>                 <C>                 <C>
     Federal                                                  $  4,966,000        $  2,229,000        $  4,749,000
     State                                                         512,000             257,000             461,000
     Foreign                                                       195,000             190,000             252,000
                                                        ------------------- ------------------- -------------------
                                                                 5,673,000           2,676,000           5,462,000
Deferred:
     Federal                                                      (130,000)         (1,057,000)           (320,000)
     State                                                          (8,000)           (105,000)           ( 41,000)
                                                        ------------------- ------------------- -------------------
                                                                  (138,000)         (1,162,000)           (361,000)
                                                        ------------------- ------------------- -------------------
                                                              $  5,535,000           $1,514,000          $5,101,000
                                                        =================== =================== ===================
</TABLE>

         A reconciliation  of the difference  between the statutory  federal tax
rate and the Company's effective tax rate on a historical basis is as follows:
<TABLE>
<CAPTION>
Year ended June 30,
                                                                   2000                1999               1998
                                                        ------------------- ------------------- -------------------
<S>                                                        <C>                 <C>                <C>
Statutory federal rate                                                  34%                 34%                 34%
State taxes, net of federal income tax benefit                           1                   2                   4
                                                        ------------------- ------------------- -------------------
                                                                        35%                 36%                 38%
                                                        =================== =================== ===================
</TABLE>

                                       25
<PAGE>


         The components of current and deferred income taxes are as follows:
<TABLE>
<CAPTION>

As of June 30,                                                         2000                    1999
------------------------------------------------------------  ---------------------- ----------------------
<S>                                                                    <C>                  <C>
Deferred tax assets
   Accrued residuals and participations                                $628,000             $  484,000
   Pre-opening costs                                                    239,000                166,000
   Depreciation                                                         846,000              1,335,000
   Bonus Accrual                                                        228,000                    ---
   Other                                                                 60,000                 65,000
Total deferred tax assets                                             2,001,000              2,050,000
                                                               ====================== ======================
Deferred tax liabilities
   Difference between book and tax accounting for program costs        (232,000)              (264,000)
   Prepaid royalty                                                     (837,000)              (968,000)
   Tax deductible goodwill                                             (179,000)              (203,000)
                                                               ====================== ======================
Total deferred tax liabilities                                       (1,248,000)            (1,435,000)

Net deferred tax asset                                                  753,000                615,000
                                                               ====================== ======================
Current taxes payable                                                  (380,000)              (931,000)

Total current and deferred taxes receivable (payable)              $    373,000         $     (316,000)
                                                               ====================== ======================
</TABLE>

6.  RELATED PARTY TRANSACTIONS

         The Company is a tenant under a triple net lease (the "Burbank  Lease")
with  Olive  Enterprises,  Inc.  ("Olive"),  a  company  owned by the  Company's
principal stockholder, covering the premises occupied by the Company in Burbank,
California  (see Note 7 for a summary of the terms of the  Burbank  Lease).  The
Company  subleases a portion of the space  covered by the Burbank Lease to Olive
and to unrelated third parties on a  month-to-month  basis. In fiscal 2000, 1999
and 1998 the  sublease  income paid by Olive was  $12,000 per year.  The Company
believes  that the terms of the Burbank  Lease and sublease to Olive are no less
favorable to the Company than could have been obtained from  unaffiliated  third
parties on an arms-length basis. No significant leasehold improvements were made
in fiscal  2000 or 1999.  The Company  also paid Olive  $155,000,  $154,000  and
$151,000  for  storage   services   during  the  fiscal  2000,  1999  and  1998,
respectively.

         The Company  provided  management and other services to Olive and other
companies  owned by the Company's  principal  stockholder  for which the Company
received  $200,000,  $191,000 and  $177,000 for the fiscal 2000,  1999 and 1998,
respectively.

         The Company  retained the services of Dick Clark as host for certain of
its television  programs and other talent  services during fiscal 2000, 1999 and
1998 for  which  the  Company  paid  him host  fees of  $762,000,  $730,000  and
$687,000,  respectively.  Management  believes that the fees paid by the Company
are no more  than it  would  have  paid to an  unaffiliated  third  party  on an
arms-length basis.


                                       26
<PAGE>


7.  COMMITMENTS AND CONTINGENCIES

         The Company has entered  into  employment  agreements  with certain key
employees  requiring payment of annual  compensation of $3,698,000,  $2,134,000,
1,551,000,  1,551,000,  and 1,551,000 for the years ending June 30, 2001,  2002,
2003,  2004, and 2005,  respectively.  Several  agreements  also provide for the
payment by the Company of certain profit  participations  based upon the profits
from  specific  programs,  and/or  individual  subsidiaries  or the Company as a
consolidated  entity,  as  provided  in the  applicable  employment  agreements.
Several agreements have renewal options of up to two additional years.

         The  Company  renegotiated  its  Burbank  Lease with Olive for the term
commencing  June 1, 1989 and  terminating  December 31, 2000.  The Burbank Lease
expense for the years ended June 30, 2000, 1999 and 1998 was $649,000,  $638,000
and $625,000,  respectively. The Burbank Lease provides for rent increases every
two years  commencing  January 1, 1992 based on increases in the Consumer  Price
Index during the two-year period.  The Company has entered into lease agreements
with respect to restaurants that terminate at varying dates through December 31,
2012.

         Total lease  expense for the Company for the years ended June 30, 2000,
1999 and 1998 was  $1,824,000,  $1,570,000  and  $1,538,000,  respectively.  The
various  operating  leases to which the  Company is  presently  subject  require
minimum lease payments as follows:

Year ended June 30,
------------------------------------------------ ---------------
         2001                                        $1,554,000
         2002                                         1,254,000
         2003                                         1,197,000
         2004                                         1,141,000
         2005                                         1,089,000
         Thereafter                                   4,281,000
------------------------------------------------ ---------------


8.  STOCK OPTIONS

         In August 1996, the Company's  Board of Directors  approved  changes to
the Company's 1987 employee stock option plan. The 1996 plan was ratified by the
stockholders in November 1996. The plan provides for issuance of up to 1,000,000
shares of the  Company's  common  stock.  Options  granted under the plan may be
either  incentive stock options or non-qualified  stock options,  with a maximum
limit of 250,000  shares to any employee  during any calendar year. The exercise
price of the incentive and non-qualified stock options must be equal to at least
100 percent of the fair market value of the underlying  shares as of the date of
grant.  During  fiscal  years  2000 and 1999,  respectively,  35,000  and 37,000
incentive  stock  options  were  granted to certain  employees of the Company to
purchase  shares at prices ranging from $10.00 to $14.50.  No stock options were
granted during fiscal 1998.

         As of June 30, 2000,  227,217 of all stock options granted,  vested and
outstanding  are  exercisable  at prices  ranging  from $3.20 to $13.92.  57,076
additional  options will become  exercisable  in fiscal years 2001 through 2002.
During  fiscal  2000,   1999  and  1998,   5,513,   10,500  and  7,500  options,
respectively, were exercised.

         The  Company  applies APB  Opinion 25 and  related  interpretations  in
accounting for its stock-based  compensation  plans.  Accordingly,  compensation
expense  recognized was different than what would have otherwise been recognized
under the fair value  based  method  defined in SFAS No.  123,  "Accounting  for
Stock-Based  Compensation." Had compensation cost for the Company's  stock-based
compensation  plans been  determined  based on the fair value at the grant dates
for awards  under those plans  consistent  with the method of SFAS No. 123,  the
Company's net income and net income per share would have been reduced to the pro
forma amounts indicated as follows:

                                       27
<PAGE>

(in thousands, except per share amounts)     2000            1999        1998
--------------------------------------------------------------------------------
Net income
   As reported                           $   10,398     $   2,752    $   8,234
   Pro forma                                 10,371         2,730        8,210

   Earnings per share
   As reported
       Basic                             $     1.02     $     .27    $     .81
       Diluted                                 1.01           .27          .80

   Pro forma
       Basic                             $     1.02     $     .27    $     .81
       Diluted                                 1.00           .26          .80

         The fair value of each option  grant is  estimated on the date of grant
using the Black-Scholes option pricing model with the following weighted-average
assumptions  used for grants in 2000, 1999 and 1998:  expected  volatility of 44
percent, 42 to 47 percent and 35 to 46 percent, respectively;  assumed risk-free
interest  rates  of 7  percent,  4.9  to 5.1  percent  and  6.3 to 6.6  percent,
respectively;  expected lives of 5 years and 3.6 to 9.1 years, respectively; and
a dividend yield of zero percent. For each year the weighted-average  fair value
of options granted during 2000 was $6.00.

         A summary of the status of the Company's  stock option plans as of June
30, 2000,  1999 and 1998,  and changes during the years ending on those dates is
presented below:
<TABLE>
<CAPTION>
------------------------------ ---------------------- ---------------------- -------------------- ---------------------
                                Options Price Range         Weighted               Options             Available
                                    (Per Share)           Average Price          Outstanding           For Grant
------------------------------ ---------------------- ---------------------- -------------------- ---------------------
<S>                                  <C>      <C>                    <C>               <C>                  <C>
Balance at June 30, 1997              $3.88  - 14.00                 $4.91             200,250              678,250
    Exercised                          7.50  -  7.50                  7.50              (7,500)                 ---
      Stock Dividend                   3.69  - 13.33                  4.58               9,638               (9,638)
------------------------------ ---------------------- ---------------------- -------------------- ---------------------
Balance at June 30, 1998               3.69  - 13.33                  4.58             202,388              668,612
    Granted                           10.00  - 14.50                 12.96              37,000              (37,000)
    Exercised                          9.05  - 10.48                 10.33             (10,500)                 ---
    Canceled                          13.33  - 14.50                 13.71              (3,100)                 ---
    Stock Dividend                     3.51  - 12.86                  5.30              11,291              (11,291)
------------------------------ ---------------------- ---------------------- -------------------- ---------------------
Balance at June 30, 1999               3.51  - 12.86                  5.29             237,079              620,321
     Granted                          13.92  - 14.00                 13.97              35,000              (35,000)
     Exercised                         4.08  -  4.08                  4.08              (5,513)                 ---
     Canceled                          9.52  -  9.52                  9.52              (6,300)                 ---
     Stock Dividend                    3.20 -  13.92                  5.31              24,027              (24,027)
BALANCE AT JUNE 30, 2000              $ 3.20 - 14.00                 $5.92             284,293              561,295
------------------------------ ---------------------- ---------------------- -------------------- ---------------------
</TABLE>

         The  following  table  summarizes   information   about  stock  options
outstanding at June 30, 2000:
<TABLE>
<CAPTION>

                                         Options Outstanding                            Options Exercisable
--------------------- ------------------ ------------------- ------------------ ------------------- ------------------
                                          Weighted Average
Range of                   Number            Remaining       Weighted Average         Number        Weighted Average
Exercise Price           Outstanding      Contractual Life    Exercise Price       Exercisable       Exercise Price
--------------------- ------------------ ------------------- ------------------ ------------------- ------------------
<S>        <C>                  <C>                    <C>               <C>               <C>                  <C>
$3.30  -   $ 3.20               200,650                2.17              $3.20             200,650              $3.20
 8.56  -    11.69                47,143                2.18              11.28              10,067              10.40
13.92  -    14.00                36,500                4.68              13.96              16,500              13.92
--------------------- ------------------ ------------------- ------------------ ------------------- ------------------
$3.20  -    14.00               284,293                2.49              $5.92             227,217              $4.29
--------------------- ------------------ ------------------- ------------------ ------------------- ------------------
</TABLE>

                                       28
<PAGE>

9.  BUSINESS SEGMENT INFORMATION

         The Company's  business  activities  consist of two business  segments:
entertainment operations and restaurant operations.  The factors for determining
the reportable  segments were based on the distinct nature of their  operations.
They are  managed as  separate  business  units  because  each  requires  and is
responsible  for  executing  a  unique  business  strategy,  as  managed  by the
respective chief operating decision makers. Identifiable assets are those assets
used  in  the  operations  of the  segments.  Summarized  financial  information
concerning the Company's reportable segments is shown in the following table:
<TABLE>
<CAPTION>
                                                      BUSINESS SEGMENTS
(IN THOUSANDS, AS OF JUNE 30,)              ENTERTAINMENT           RESTAURANTS                      TOTAL
----------------------------------------- -------------------- -------------------- -------------------------
2000
<S>                                                   <C>                  <C>                       <C>
Revenue                                               $72,173              $20,070                   $92,243
Gross profit (loss)(1)                                 20,130              (1,411)                    18,719
Identifiable assets                                    68,111               15,812                    83,923
Depreciation and amortization                             233                2,292                     2,525
Capital expenditures                                      108                2,852                     2,960
----------------------------------------- -------------------- -------------------- -------------------------
1999
Revenue                                               $51,324              $21,010                   $72,334
Gross profit (loss)(1)                                 11,963                (319)                    11,644
Impairment of long lived assets                           ---                4,092                     4,092
Identifiable assets                                    53,926               15,992                    69,918
Depreciation and amortization                             249                2,371                     2,620
Capital expenditures                                      455                  416                       871
----------------------------------------- -------------------- -------------------- -------------------------
1998
Revenue                                               $63,310              $22,941                   $86,251
Gross profit(1)                                        16,035                1,139                    17,174
Identifiable assets                                    50,847               22,368                    73,215
Depreciation and amortization                             213                3,033                     3,246
Capital expenditures                                      455                1,772                     2,227

</TABLE>

(1) Does not include corporate overhead of $2,793,000,  2,987,000 and $3,580,000
for entertainment  and $2,533,000,  $2,518,000 and $2,012,000 for the restaurant
segment during the years 2000,  1999 and 1998,  respectively.  Gross profit also
excludes minority interest expense and interest and other income.

                                       29
<PAGE>

RESULTS OF OPERATIONS BY QUARTER (UNAUDITED)
--------------------------------------------
<TABLE>
<CAPTION>
(in thousands, except per share amounts)
                                                                                                          Basic           Diluted
1st Quarter                                                                                            Earnings          Earnings
(ending September 30)                    Revenue          Gross Profit         Net Income         Per Share (1)     Per Share (1)
---------------------------- -------------------- --------------------- ------------------ --------------------- -----------------
<S>      <C>                             <C>                    <C>                  <C>                   <C>               <C>
         1999                            $10,585                $1,054               $360                  $.04              $.03
         1998                             13,138                   868                 46                   .00               .00
                             -------------------- --------------------- ------------------ --------------------- -----------------

2nd Quarter
(ending December 31)
---------------------------- -------------------- --------------------- ------------------ --------------------- -----------------
         1999                            $22,646                $2,288               $998                  $.10              $.10
         1998                             16,391                 2,226                867                   .09               .08
                             -------------------- --------------------- ------------------ --------------------- -----------------

3rd Quarter
(ending March 31)
---------------------------- -------------------- --------------------- ------------------ --------------------- -----------------
         2000                            $31,507                $9,784             $5,774                  $.57              $.56
         1999                             28,747                 7,479              4,168                   .41               .40
                             -------------------- --------------------- ------------------ --------------------- -----------------
4th Quarter
(ending June 30)
---------------------------- -------------------- --------------------- ------------------ --------------------- -----------------
         2000                            $27,505                $5,593             $3,266                  $.32              $.32
         1999                             14,058                 1,071             (2,329)                 (.23)             (.23)
                             -------------------- --------------------- ------------------ --------------------- -----------------
</TABLE>

(1)  The sum of the  quarterly  earnings  per share may differ from the earnings
     per share for the year due to the required method of computing dilution and
     the weighted average number of shares.

MARKET AND DIVIDEND INFORMATION
-------------------------------
<TABLE>
<CAPTION>
   PRICE RANGE                                                   FISCAL  2000                      FISCAL 1999
   ----------------------------------------- ------------------------------------- ---------------------------------
                                                           High               Low            High               Low
                                                           ----               ---            ----               ---
<S>              <C>                                     <C>               <C>             <C>               <C>
                 1st Quarter                             $13.86            $10.28          $19.91            $11.69
                 2nd Quarter                              20.91              9.66           15.15             11.47
                 3rd Quarter                              13.86             11.36           13.42              8.98
                 4th Quarter                              13.25             11.02           12.96              7.79
                                             =================== ================= =============== =================
</TABLE>

         The Company's common stock is traded  over-the-counter and is quoted on
the Nasdaq National Market System (symbol DCPI).  The preceding table sets forth
the range of  prices  (which  represent  actual  transactions)  by  quarters  as
provided by the National Association of Securities Dealers, Inc.

                                       30
<PAGE>

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To dick clark productions, inc.:

         We have audited the  accompanying  consolidated  balance sheets of dick
clark productions, inc. (a Delaware corporation) and subsidiaries as of June 30,
2000  and  1999,  and  the  related   consolidated   statements  of  operations,
stockholders'  equity and cash  flows for each of the three  years in the period
ended June 30, 2000. These financial  statements are the  responsibility  of the
Company's  management.  Our  responsibility  is to  express  an opinion on these
financial statements based on our audits.

         We conducted our audits in accordance with auditing standards generally
accepted in the United States.  Those standards require that we plan and perform
the audits to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.  An
audit also includes  assessing the accounting  principles  used and  significant
estimates  made by  management,  as well as  evaluating  the  overall  financial
statement  presentation.  We believe that our audits provide a reasonable  basis
for our opinion.

         In our opinion, the consolidated financial statements referred to above
present fairly, in all material  respects,  the financial position of dick clark
productions, inc. and subsidiaries as of June 30, 2000 and 1999, and the results
of their  operations  and their  cash  flows for each of the three  years in the
period ended June 30, 2000, in conformity with accounting  principles  generally
accepted in the United States.

         As explained in Note 2 to the financial statements,  during the quarter
ended  September  30, 1999,  the Company  changed its method of  accounting  for
pre-opening costs to conform with Statement of Position 98-5.

Arthur Andersen, LLP
Los Angeles, CA
September 1, 2000

                                       31
<PAGE>


ITEM  9.  CHANGES  IN AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON  ACCOUNTING  AND
          ----------------------------------------------------------------------
          FINANCIAL DISCLOSURE.
          ---------------------

         Not applicable.

PART III

ITEM  10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
          ---------------------------------------------------

ITEM  11. EXECUTIVE COMPENSATION.
          -----------------------

ITEM  12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
          --------------------------------------------------------------

ITEM  13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
          -----------------------------------------------

         The  information  required  by each of the items of Part III is omitted
from this Report.  Pursuant to the General  Instruction  G(3) to Form 10-K,  the
information  is included in the  Company's  Proxy  Statement for its 2000 Annual
Meeting of  Stockholders  to be held on  November 2, 2000,  and is  incorporated
herein by reference.  The Company  intends to file such Proxy Statement with the
Securities and Exchange  Commission  not later than 120 days  subsequent to June
30, 2000.

PART IV

ITEM  14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.
           -----------------------------------------------------------------

(a) The following  represents a listing of all financial  statements,  financial
statement schedules exhibits filed as part of this Report.

(1)      Financial   Statements  (see  index  to  the   consolidated   financial
         statements).


(2)      Financial Statement Schedules (see index to the consolidated  financial
         statements).

(3)      Exhibits
<TABLE>
<CAPTION>
Number             Description of Document

<S>              <C>
3.1                Certificate  of  Incorporation  of the  Registrant  dated  October  31,  1986 and  Certificate  of
                   Correction  dated November 3, 1986,  (incorporated by reference to Exhibit 3.1 of the Registrant's
                   Registration Statement No. 33-9955 on Form S-1 (the "Registration Statement").

3.2                By-Laws  of the  Registrant  (incorporated  by  reference  to  Exhibit  3.2  of  the  Registration
                   Statement).

4.1                Form of  Warrant  issued  to Allen &  Company  Incorporated  and  L.F.  Rothschild,  Towbin,  Inc.
                   (incorporated by reference to Exhibit 4.1 of the Registration Statement).

9.1                Agreement  dated October 31, 1986,  between  Richard W. Clark and  Karen W.  Clark  with  form of
                   voting  trust  agreement attached  (incorporated  by  reference  to Exhibit 9.1 of the
                   Registration Statement).

10.1               Lease dated  November 1, 1986,  between the  Registrant  and Olive  (incorporated  by reference to
                   Exhibit 10.5 of the Registration Statement).
</TABLE>

                                       32
<PAGE>
<TABLE>
<CAPTION>

<S>             <C>
10.2               Shareholders'  Agreement dated as of December 23, 1986, among Richard W. Clark, Karen W. Clark and
                   Francis C. La Maina (incorporated by reference to Exhibit 10.14 of the Registration Statement).

10.3               Lease  Amendment No. 1 dated June 30, 1989,  between Olive  Enterprises,  Inc. and the  Registrant
                   amending  Lease  referred to as Exhibit 10.5  (incorporated  by reference to  Registrant's  Annual
                   Report on Form 10-K for 1989).

10.4               Employment Agreement dated as of July 1, 1997, between the Registrant and Richard W. Clark
                   (incorporated by reference to Exhibit 10.9 to the Registrant's  Annual Report on Form 10-K for the
                   fiscal year ended June 30, 1997).

10.5               Employment  Agreement  dated as of July 1,  1997,  between  the  Registrant  and  Karen  W.  Clark
                   (incorporated  by reference to Exhibit  10.10 to the  Registrant's  Annual Report on Form 10-K for
                   the fiscal year ended June 30, 1997).

10.6               Joint Venture  Agreement  dated as of June 22, 1993,  between Reno  Entertainment,  Inc. and RLWH,
                   Inc. (incorporated by to Registrants Annual Report on Form 10-K for 1994).

10.7               Agreement  dated  December  31, 1994 to amend the  Redemption Agreement  dated June 30, 1990 between
                   Harmon  Entertainment Corporation,   a  New  Jersey   corporation, and  dick  clark restaurants, inc.
                   (incorporated by reference to Exhibit 10.19 to the Registrant's Annual Report on Form 10-K for the fiscal
                   year ended June 30, 1995).

10.8               Employment  Agreement  dated as of July 1, 1997,  between the  Registrant  and Francis C. La Maina
                   (incorporated  by reference to Exhibit  10.13 to the  Registrant's  Annual Report on Form 10-K for
                   the fiscal year ended June 30, 1997).

10.9               Employment  Agreement  dated as of January 29, 1997,  between the  Registrant and William S. Simon
                   (incorporated  by reference to Exhibit  10.14 to the  Registrant's  Annual Report on Form 10-K for
                   the fiscal year ended June 30, 1997).

10.10              1996 Employee Stock Option.

10.11              Assignment dated March 31, 1998 between dick clark productions, inc. and Olive Enterprises, Inc.
</TABLE>

*         21.1     List of subsidiaries.

*         27.1     Financial Data Schedule


-------------------
*  Filed herewith

(4)      Reports on Form 8-K
         -------------------

                           (NONE)

                                       33
<PAGE>

SIGNATURES
----------

         Pursuant to the  requirements of Section 13 or 15 (d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

dick clark productions, inc.

By:

         /s/ Richard W. Clark
         ------------------------------------
         Richard W. Clark
         Chairman and Chief Executive Officer

         September 28, 2000

         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
this Report has been executed  below by the  following  persons on behalf of the
Registrant and in the Capacities and on the date indicated.
<TABLE>
<CAPTION>
         Signature                                  Title                                Date
===================================================================================================================
<S>                                       <C>
                                            Chairman                                    September 28, 2000
/s/ Richard W. Clark                        Chief Executive Officer and
----------------------------------          Director (Principal Executive Officer)
Richard W. Clark

/s/ Francis C. La Maina                     President, Chief Operating Officer          September 28, 2000
----------------------------------          and Director
Francis C. La Maina

/s/ Karen W. Clark
-----------------------------------         Director                                    September 28, 2000
Karen W. Clark

/s/ Lewis Klein
-----------------------------------         Director                                    September 28, 2000
Lewis Klein

/s/ Enrique F. Senior
-----------------------------------         Director                                    September 28, 2000
Enrique F. Senior

/s/ Jeffrey B. Logsdon
------------------------------------        Director                                    September 28, 2000
Jeffrey B. Logsdon

/s/ Robert A. Chuck
------------------------------------        Director                                    September 28, 2000
Robert A. Chuck

/s/ William S. Simon
------------------------------------        Chief Financial Officer                     September 28, 2000
William S. Simon                            (Principal Financial Officer and
                                            Principal Accounting Officer)
</TABLE>


                                       34