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
        For the fiscal year ended June 30, 1998.

[ ]     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES 
        EXCHANGE ACT OF 1934 

COMMISSION FILE NUMBER : 33-79356

                          dick clark productions, inc.
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)


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

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

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

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

          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 18, 1998, was approximately $ 21,091,000.

         As of September 18, 1998,  8,020,828  shares of  Registrant's  $.01 par
value common stock and 787,500 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
Shareholders  to be held November 10, 1998, are  incorporated  by reference into
Part I and Part III of this Report.

<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. and 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.  Since that time, the Company has opened eight
additional locations,  most recently in Grapevine Mills, near Dallas, Texas. The
Company  is also a  majority  owner  in a joint  venture  that in 1993  opened a
dance-club-only  version of the  restaurant,  "Dick Clark's  American  Bandstand
Club,"  located  in Reno,  Nevada.  Although  the dance  club  concept  has been
successful,  the Company has chosen to focus its expansion  efforts primarily on
the restaurant  concept,  which the Company believes has a broader market appeal
and greater potential for future revenue growth.  It is the Company's  long-term
objective to continue to develop its entertainment-themed  restaurant concept by
opening  additional  Company-operated  restaurants  in  strategically  desirable
markets.  The  Company is  actively  negotiating  for  additional  sites for new
restaurants for this growing national chain.

         In January  1991,  the Company  established  a  subsidiary,  dick clark
corporate   productions,   inc.  ("dccp"),  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 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.

         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 corporate  programs  involve the executive  producing  services and creative
input of Mr. Clark.  However, Mr. Clark's performance services are not exclusive
to the Company.  The Company also employs  other  experienced  producers who are
actively  involved in the Company's  television  production  business and dccp's
business.

         The  Company's  principal  lines  of  business  according  to  industry
segments are television  production and related activities  (including,  without
limitation,  the  aforementioned  operations of dccp) and 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, 1998, see Note 9 "Business
Segment Information" to the Company's  Consolidated Financial Statements on page
33 of the Company's 1998 Annual Report.

                                       -2-

<PAGE>

                             DESCRIPTION OF BUSINESS
                   TELEVISION PRODUCTION AND RELATED BUSINESS
                   ------------------------------------------

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   programming   mix  includes  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  an
expected  television  event.  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 and syndicators.

         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. As a result, the
Company's  ability to market its  programming  expertise  has been  reduced.  In
addition,  the  proliferation  of cable  networks  over the last decade has also
resulted in smaller license fees being paid by networks and other  broadcasters.
In particular, the development and production of situation comedies and dramatic
series generally now 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.

         Programming in which the Company owns the distribution rights and which
are not subject to restrictions  associated  with the initial license  agreement
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  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  Warner  Bros.,  a  division  of  Time  Warner
Entertainment  Company  L.P.),  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 Family
Channel,  The Nashville  Network and VH-1). The Company also deals directly with
companies such as Busch Entertainment Corp., Universal Studios Hollywood and SFM
Entertainment, which finance the production of specials and other programming on
which they intend to advertise  their  products.  The Company also works closely
with  dccp  to  provide  television  expertise  to  those  corporations  seeking
television outlets for their events and promotions.

         Production.  The  production  of  television  programming  involves the
development of a format based on 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,  although  due to the  Company's  reputation  in the  television
industry,  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

                                       -3-

<PAGE>



one of the television  networks, a first-run  syndicator,  a cable network or an
advertiser. Alternatively, a prospective licensee, in particular, an advertiser,
will often  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 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  usually is 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.

         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 1998, revenue from a recurring annual special  represented  approximately
11% of total  revenue  and revenue  from two  different  television  series each
represented approximately 11% of total revenue. During fiscal 1997, revenue from
a recurring  annual  special  represented  approximately  14% of total  revenue.
During fiscal 1996, revenue from a series represented approximately 15% of total
revenue and revenue from a recurring  annual special  represented  approximately
12% of total revenue. See Note 2 "Summary of Significant Accounting Policies" to
the Company's Consolidated Financial Statements on page 27 of the Company's 1998
Annual  Report.  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 generally
retains all other distribution rights associated with the program, including all
foreign  distribution rights. In the case of television movies, the Company will
often 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. and World International  Network, LLC) for
the foreign  distribution  of certain of its  series,  specials  and  television
movies.  The Company  also  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


                                       -4-

<PAGE>



domestic  distribution in cases where the Company has retained  ownership and/or
distribution  rights to the program.  In fiscal 1997,  the Company  licensed 118
half-hour  episodes of its " Super  Bloopers and Practical  Jokes" series (which
had previously  been broadcast on NBC as one hour shows) to the Family  Channel.
In fiscal  1996,  the  Company  licensed  22  episodes  of "Super  Bloopers  and
Practical Jokes" (previously  broadcast on NBC) to the Family Channel along with
23 hours of specials for a three-year  term.  The Company also licensed to VH-1,
the cable music network,  the exclusive rights to re- broadcast 50 episodes from
the original  "American  Bandstand"  series in fiscal 1996 and an  additional 50
episodes in fiscal  1997.  The Company has  retained  the rights to the clips in
these shows for use in its own productions as well as the ability to continue to
market the clips to its media archive  customers.  The Company also licenses the
syndication  rights to television movies from its library,  which the Company is
often  able to  syndicate  a number of times  over a period of many  years.  For
example,  in each of  fiscal  1996,  1997 and 1998,  the  Company  licensed  the
previously broadcast television movie "The Man in the Santa Claus Suit".

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

Television Programming

         The Company  has in  development  and  production  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 25 years.

         The  Company's  award  specials  during  fiscal 1998 included "The 25th
Annual  American Music Awards" (ABC),  the Company's most enduring award special
and again was rated number one in its time period; "The 55th Annual Golden Globe
Awards"  (NBC),  the Company's  sixteenth  annual  production  for the Hollywood
Foreign Press  Association,  acknowledging  excellence in television  and motion
pictures;  "The 13th Annual Soap Opera Awards" (NBC),  produced for the eleventh
consecutive  year;  "The 33rd Annual  Academy of Country  Music  Awards"  (CBS),
another popular,  long running awards  production;  and "The 25th Annual Daytime
Emmy Awards"  (NBC),  the sixth year of production of this special  presented by
the National  Academy of Television Arts & Sciences.  The Company has agreements
for  several   recurring  and  annual  specials  subject  to  long-term  license
agreements which expire between 1999 and 2001.

         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 instance,  the Bloopers  programs evolved from an
entertainment  special  to a series  and is still in  production  as  television
specials for NBC.

         The Company  produced the  following  entertainment  specials in fiscal
1998:  "Dick  Clark's  New  Year's  Rockin'  Eve(R)  '98"  (ABC),  which was the
Company's  26th year of  production;  one Bloopers  special  entitled  "All-New,
All-Star TV Censored 'When Bloopers  Attack'" (NBC); "A Merry  Christmas"  (TNN)
with Collin Raye and Pam Tillis;  "Tribute to Aaron Spelling" (ABC); "AMC Salute
to Film Noir" (AMC)  hosted by Michael  Keaton;  "Meet  Hanson"  (ABC);  and our
fourth episode of "Will You Marry Me?" (ABC) hosted by Daisy Fuentes.

         In addition to the production of new  programming,  the Company markets
material  from  previously  produced  programs  for  new  development  projects.
Programs such as "The American Music Awards 20th Anniversary Special" and

                                       -5-

<PAGE>



"The Golden  Globes 50th  Anniversary  Celebration"  produced  and  delivered in
fiscal 1994 for NBC, utilized footage from previous programs.

         Series.  The  Company is  actively  developing  programs  and ideas for
potential   series   production  and  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 1998,  13 new episodes of the  primetime,  one-hour  dramatic
anthology  series,  "Beyond  Belief:  Fact or Fiction" were produced for the Fox
Broadcasting Company. "Star Trek's" Jonathan Frakes hosted the second season. In
fiscal 1997, the initial six episodes of "Beyond  Belief" were produced for Fox.
James Brolin hosted the first season,  which began broadcasting in May 1997. The
company has received a commitment  and production is underway on a minimum of 13
additional episodes of "Beyond Belief," scheduled for broadcast in the 1998/1999
production season.

         During  fiscal  1998,  the  company   produced  nine  episodes  of  the
comedy/reality series "TV Censored Bloopers '98" for NBC.

         Production  continued for TNN's "Prime Time Country", a live 60-minute,
weeknight,  country music  entertainment and variety series,  which premiered in
January 1996. The show originates from The Nashville  Network Studio in Opryland
USA. The Company is finalizing an agreement to produce the show through December
1999.

         Late in fiscal 1998,  the Company began  production of 65 episodes of a
children's  game show,  "Mad Libs",  which began airing on the Disney Channel in
July, 1998.

         During fiscal 1998, the Company  executive  produced a pilot for a talk
show  featuring  Donny and Marie  Osmond.  The Company also has been retained to
executive  produce the series,  which is being  distributed by Columbia  Tristar
Television Distribution and premiered in September 1998.


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

         In fiscal 1998, we produced  "Alien  Abduction," a one-hour taped drama
for the  Paramount  Broadcast  Network  (UPN).  A  two-hour  version  of  "Alien
Abduction"  is being  distributed  in  foreign  markets  by World  International
Network (WIN).

         By working with major studios that can provide  financing,  the Company
also  develops  theatrical  film  projects  on a limited  basis.  The Company is
currently developing a motion picture utilizing the "American Bandstand" concept
with Jersey Films for theatrical release by Universal Pictures.  "Tenth Justice"
is in  development  as a feature film for Fox 2000,  based on the New York Times
best seller.

Live Shows

          "American  Bandstand"  has been  licensed  for use as a theme name and
logo for live stage shows. In fiscal 1997, we entered into a three-year  license
agreement  for a new live show  produced  by Opryland  Productions,  Inc. at its
Opryland USA Theme Park, a family-oriented entertainment facility in Nashville.

Media Archives and Home Video

         The Company  believes  that it owns one of the largest  collections  of
musical  performance  footage,  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

                                       -6-

<PAGE>



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 1998, the Company  licensed  footage from its library
to: de passe  Entertainment's  "Motown's 40th Anniversary",  Time-Life Music for
use in various infomercials, and MTV's "BioRhythm", among many others.

         The Company also uses its media archives to produce  programs  intended
directly for the home video  market.  The  Company's  previously  produced  home
videos  include "The Rock & Roll  Collection:  Dick Clark's  Golden  Greats",  a
compilation  of episodes  from the series of the same name;  "Best of  Bandstand
Volumes I & II", a  collection  of clips  from the  American  Bandstand  series;
"Elvis,  The Movie";  and several  other  television  movies from the  Company's
library.  These home  video  releases  are  distributed  by various  independent
distribution companies.

         In fiscal 1997, a special direct-to-home video was produced called "Kid
Talk 2000," which was distributed by MVP Entertainment in fiscal 1998.

Other Businesses

         dick clark  corporate  productions,  inc.  The  Company's  wholly-owned
subsidiary,  dick clark corporate productions,  inc., specializes in 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.

          dccp's  strategy  is to provide  its clients the benefit of a range of
talents and production resources available to the television production business
- offering a distinct, new level of creativity, production quality and expertise
to this market.  This access,  together with the Company's  budgetary  controls,
provides  higher   entertainment   quality  at  an  efficient  cost.  Using  the
entertainment  resources  of the Company,  dccp is able to provide  solutions to
businesses  seeking  alternatives to the traditional  forms of  communication to
reach their intended audiences.

         During fiscal 1998,  dccp produced and  delivered  the  following:  The
Boeing/McDonnell  Douglas Merger - A public launch event heralding the merger of
these two aerospace giants to the international press and 220,000 employees.  We
combined  a  video  documenting  the  vision  of  the  new  company  with a live
international  telecast and press  conference  linking to more than 50 different
sites;  National Space  Symposium - Boeing asked us to kick off the "Year of the
International  Space  Station"  for  an  audience  of  1,000  space,  corporate,
government and media professionals. Incorporated into the opening ceremony was a
video entitled "At Home in Space";  Model Year '98 Lexus National Dealer Meeting
- Our "Hollywood" connections served us well as we developed the National Dealer
Meeting to include a  first-time  performance  to a  corporate  audience  by the
legendary  Quincy Jones  conducting  an orchestra for a special  musical  medley
celebrating the event;  Honda Motorcycle 50th Anniversary Dealer Convention - We
created the show  "Celebrating  the Dream"  retracing  Honda's journey over five
decades with  original  arrangements  of popular  music at New York's Radio City
Music Hall;  AT&T PocketNet  Product Launch - Using our strategic  entertainment
skills,  we  created an  interactive  customer  and PR launch  event to help the
service rise above noise in a high-decible industry.

         Record  business.  In fiscal 1994,  the Company  established  the CLICK
Records(R) Inc. ("CLICK") label. During fiscal 1996, the Company entered into an
agreement with Castle Communications  (U.S.), Inc. for worldwide distribution of
CLICK's recordings.  In 1997, Castle  Communications filed for bankruptcy.  As a
result, CLICK has not produced any new recordings and remains dormant.


                                       -7-

<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  television  show and over 40 years of
contemporary   music,   "Dick  Clark's   American   Bandstand  Grill"  ("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  the
restaurant  with  a  state-of-the-art  audio-visual  entertainment  system;  and
signature "American Bandstand Grill" merchandise for customers to purchase. Each
"Dick Clark's  American  Bandstand  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.

         Currently, the Company has operations in nine locations: Overland Park,
Kansas,  a suburb of Kansas City,  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;
Austin,  Texas, which opened in May 1997; King of Prussia,  Pennsylvania,  which
opened in June 1997;  Grapevine Mills, Texas which opened in January 1998; and a
dance-club-only  variation of the concept in Reno, Nevada which opened in August
1993.

         The Company is developing  additional locations which could open in the
second half of fiscal 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
"Dick Clark's  American  Bandstand  Grill"  restaurants  and which developed the
first restaurant in Miami,  Florida. The Partnership purchased Harmon's interest
in the  Partnership in the spring of 1990,  whereupon dcri became the sole owner
of all of the assets of the Partnership.  The Overland Park,  Kansas  restaurant
was the  Company's  first owned and operated  "Dick Clark's  American  Bandstand
Grill"   restaurant.   The  Company  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 by Mr. Clark.  During most of fiscal 1998,  Mr.  Francis C. La Maina,
the Company's  president and chief operating officer,  also was a shareholder in
Olive.  His interest was sold to Mr. Clark in March 1998.  In fiscal 1995,  dcri
began acquiring certain memorabilia for its own use and has invested $412,000 to
date for current and future grills.

Operations

         Significant resources are devoted to ensure that "Dick Clark's American
Bandstand Grill" 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.

                                       -8-

<PAGE>



         The  primary  commodities  purchased  by  the  "Dick  Clark's  American
Bandstand Grill" 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 upon short notice can be made available,
from alternative qualified suppliers.

         The Company maintains centralized financial and accounting controls for
"Dick  Clark's  American  Bandstand  Grill"  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.

         Six of the Company's first nine locations average 10,000 square feet in
size.  The  Company  is  developing  alternate  configurations  and sizes  which
increase the flexibility in choosing  locations and expands the potential of the
restaurant group. As an example, the Grill opened in Austin,  Texas, is an 8,500
square-foot  unit that is designed with a dance club area which will accommodate
full dining during lunch and early dinner hours when not in use as a dance club.
In addition, the Grills opened in St. Louis and Grapevine Mills, which are 7,600
and 6,300 square feet,  respectively,  are the  Company's  first units without a
dance floor.

         The smaller and varied restaurant formats that we have developed should
make a greater number of locations available for future consideration, expanding
the overall  potential of the restaurant  group.  In  particular,  smaller units
should  provide  increased   opportunities  for  growth  as  the  investment  in
individual  restaurants  will be less  and the  site  alternatives  will be more
numerous.

         The Company is also  planning to test  future  Grills of  approximately
6,500 - 7,000 square feet  without a dance club area.  These  smaller  units may
provide  increased  profitability  relative to their investment costs and should
make the search for prime  locations  easier.  Accordingly,  many more locations
with the right market and demographic  mix will be available for  consideration,
including locations in malls where appropriate.

         Intended as a market test, the Company, through a joint venture, opened
a dance-club only variation of the "Dick Clark's  American  Bandstand  Grill" in
the  legendary  Harold's  Club in Reno,  Nevada.  Although  the concept has been
profitable,   the  Company  has  chosen  to  focus  its  expansion   efforts  on
restaurants, which the Company believes have a broader market appeal and greater
potential for future revenue growth.

                                       -9-

<PAGE>


                               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  by the  Company  and  Freedom
Productions  in 1983 to develop  and produce the  Bloopers  series.  In December
1988, the Company acquired 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%.

         Dick Clark's  American  Bandstand  Club, a joint  venture  between Reno
Entertainment,  Inc., a  wholly-owned  subsidiary of dcri,  and RLWH,  Inc., was
organized  to own and  operate a dance club  version of "Dick  Clark's  American
Bandstand  Grill" in Reno,  Nevada.  Through its ownership in dcri,  the Company
owns a 51% controlling interest in this venture.

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  (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 1998/1999  television  season as well as  contractual  arrangements  for the
services  of dccp.  At June 30,  1998,  the Company  had  received  orders for 3
series,  8 specials,  and 3 corporate  production  events  which are expected to
total  $36,550,000.  At June 30,  1997,  the Company had  received  orders for 2
series,  10 specials and 6 corporate  production  events which were  expected to
total  $34,047,000.  At June 30,  1996,  the Company had  received  orders for 3
series,  11 specials,  and 3 corporate  production events which were expected to
total $29,425,000.

         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, 1998,  1997
and 1996, such deferred revenue totaled  $1,861,000,  $2,768,000,  and $726,000,
respectively.

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

                                      -10-

<PAGE>



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.  While the Federal Communications Commission (the "FCC") promulgated
the Financial Interest and Syndication Rule (the "FinSyn Rule") in 1970 in order
to restrict  network  ownership of programming and syndication  activities,  the
FinSyn Rule,  as later amended in 1992,  expired on September 21, 1995,  thereby
eliminating such restrictions. As a consequence, the 40% cap on network in-house
productions  previously  imposed in 1992 was eliminated,  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,  and the Company's rerun  syndication  revenues
could  be  adversely  impacted  by such  modification.  In  addition,  there  is
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  restaurant  industry  is a  highly-competitive  industry  that  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 the number of
restaurants in which the Company's  restaurants are located. The degree to which
such factors may affect the  restaurant  industry,  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.

         The  market  for  corporate  production  services  is large  with  many
companies  vying  for  market  share.  In  fact,  competition  in the  corporate
production  services  segment  is  fierce.  Most  customers  require  bids  on a
competitive basis and some of the Company's competition have larger staffs and a
greater global reach for  information.  dccp's  principle  competitors are other
producers of corporate events and films  (including Jack Morton  Productions and
Carabiner International,  Inc.), which have been in business longer and are more
established.  The Company  believes that dccp 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.

Employees - Television Production & Related Activities

         At June 30, 1998, the Company had approximately 100 full-time employees
in connection with the Company's  television  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

   
                                      -11-

<PAGE>


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 expired in November 1997 and
was extended until November 1998, two contracts with the American  Federation of
Musicians  which will expire in May 1999, two contracts with the Directors Guild
of America,  which expire in June 1999,  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, 1998,  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
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
base rent is $638,000  and the lease  expires on December  31,  2000.  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,  1999.  See note 6 to the  financial
statements for further details.

         The Company has entered into lease  agreements with respect to numerous
restaurant sites that terminate at varying dates through November 30, 2013.

         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.


                                      -12-

<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 1998,  1997 and 1996 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

                            Fiscal 1998       Fiscal 1997       Fiscal 1996

                          High     Low       High      Low        High     Low
--------------------------------------------------------------------------------

         1st Quarter   $14.50     $12.00    $14.25  $11.00       $10.00    $8.25
         2nd Quarter    15.38      12.00     12.00   10.50        10.25     9.00
         3rd Quarter    15.00      12.25     12.25   10.00        13.00     8.75
         4th Quarter    19.13      12.00     14.00   11.38        15.00    12.00



         As of September 18, 1998,  there were 8,020,828  shares of Common Stock
outstanding  held by 539 holders of record and 787,500  shares of Class A Common
Stock outstanding.

         On April 23, 1998,  the Board of  Directors  of the Company  declared a
five  percent  (5%)  dividend  of the  Common  Stock  and  Class A Common  Stock
outstanding  as of the close of  business  on May 4, 1998,  which  dividend  was
distributed on May 15, 1998. The Company did not declare or pay dividends on its
Common Stock or Class A Common Stock during the 1997 and 1996 fiscal years.

         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.

                                      -13-

<PAGE>

ITEM 6.       SELECTED FINANCIAL DATA
              (In thousands, except per share data)

<TABLE>
<CAPTION>

Income Statement                               1998           1997          1996          1995          1994
============================================================================================================
<S>                                       <C>            <C>           <C>           <C>           <C>    
Revenue                                     $86,251        $66,129       $73,819       $46,645       $58,296
Gross profit                                 17,174         14,217        11,969         9,094        10,681
General & administrative expenses             5,821          4,975         4,339         4,145         4,113
Minority interest                                97            672           351           107           507
Interest and other income                     2,079         1 ,937         1,788         1,711         1,455
Income before provision for income taxes     13,335         10,507         9,067         6,553         7,516
Provision for income taxes                    5,101          3,993         3,469         2,461         2,640
Net income                                    8,234          6,514         5,598         4,092         5,138
============================================================================================================

Balance Sheet                                  1998           1997          1996          1995          1994
============================================================================================================
Working capital1                            $39,115        $30,017       $29,573       $27,260       $27,136
Program costs, net                            5,963          4,615         1,741         4,306         1,474
Total assets                                 73,215         63,298        52,711        48,308        44,317
Stockholders' equity                         58,953         50,319        43,494        37,792        33,693
Weighted average number of shares
outstanding                                   8,806          8,744         8,693         8,692         8,679
Weighted average number of shares
              and equivalents outstanding     8,940          8,870         8,860         8,851         8,791
Number of shares outstanding at
         year end                             8,808          8,800         8,717         8,693         8,691
Per share data
         Basic earnings per share               .94            .74           .64           .47           .59
              Diluted earnings per share        .92            .73           .63           .46           .58
         Net book value                        6.69           5.72          4.99          4.35          3.88
============================================================================================================


Other Operating Data                           1998           1997          1996          1995          1994
============================================================================================================
EBITDA2                                     $14,502        $10,565        $8,663        $5,761        $7,043
============================================================================================================

</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 cumulative affects of accounting changes. 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 generally accepted  accounting  principles (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.

                                      -14-

<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  results  of
operations.  This  analysis  should be read in  conjunction  with the  financial
statements and the accompanying notes which begin on page 19.

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 and
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  (dick clark  restaurants,  inc. and its  subsidiaries).  This business
segment   contributed   approximately  27%,  24  %  and  18%  to  the  Company's
consolidated  revenue for the fiscal years ended June 30,  1998,  1997 and 1996,
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 dick clark  corporate
productions,  inc. 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  corporate event 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  $39,303,000  as of  June  30,  1998  compared  to
$31,754,000 as of June 30, 1997. 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 its 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

                                      -15-

<PAGE>


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  industry as "deficit  financing").  The Company
incurred  deficit  financing in connection  with the  production of a children's
series delivered in fiscal 1998. None of the Company's television  production in
fiscal 1997  required  material  deficit  financing by the Company.  No programs
which are currently in development are anticipated to require  material  deficit
financing.

         Net cash  provided  by  operating  activities  was  approximately  $9.4
million,  $8.6  million  and  $5.8  million  in  fiscal  1998,  1997  and  1996,
respectively.  Net cash used in  investing  activities  was  approximately  $6.0
million,  $6.6  million  and  $8.2  million  in  fiscal  1998,  1997  and  1996,
respectively.  The fluctuations in cash provided by operations and cash used for
investing  activities for those years  primarily  reflect  changes in production
activity and the  construction of one "Dick Clark's  American  Bandstand  Grill"
restaurant in fiscal 1998,  three  restaurants in fiscal 1997 and one restaurant
in fiscal 1996.

         The Company expects that the opening of additional  American  Bandstand
Grill  restaurants  will 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,  dick clark communications,  inc., are anticipated to be immaterial to
the Company's overall capital position in fiscal 1999.

         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,  1998 was  $86,251,000
compared to $66,129,000 for the year ended June 30, 1997 and $73,819,000 for the
year ended June 30, 1996.

         The  increase  in revenue in fiscal  1998 as compared to fiscal 1997 is
primarily  due  to  increased  revenues  from  television  series  and  specials
programming  as well as  revenues  from  additional  restaurants  which were not
operating for a comparable period of time in fiscal 1997.

         The  decrease  in revenue in fiscal  1997 as compared to fiscal 1996 is
primarily  attributable  to decreased  revenue  associated  with the  television
series  "Tempestt"  which  completed  production  during  fiscal 1996 as well as
decreased revenue associated with the Company's  communications  business.  This
decrease was offset in part by increased revenue  associated with the opening of
three  additional  restaurants  during  fiscal 1997 as well as the  inclusion of
revenue from an additional  restaurant  which was operating for only four months
during fiscal 1996.

         During fiscal 1998, revenue from a recurring annual special represented
approximately  11% of total  revenue and revenue from two  different  television
series each represented  approximately 11% of total revenue. During fiscal 1997,
revenue from a recurring annual special  represented  approximately 14% of total
revenue.  During fiscal 1996,  revenue from a five-day per week talk show series
represented  approximately  15% of total revenue and revenue  recognized  from a
recurring  annual special  represented  approximately  12% of total revenue.  No
other  production  or project  accounted  for more than 10% of total revenue for
fiscal 1998, 1997 or 1996.

         Gross Profit -- Gross  profit as a  percentage  of revenue was 20%, 21%
and 16% for fiscal  1998,  1997 and 1996,  respectively.  The  decrease in gross
profit as a  percentage  of revenue in fiscal 1998 as compared to fiscal 1997 is
primarily  a  result  of  decreased  profitability  recognized  from  television
specials programming and restaurant operations.  The increase in gross profit as
a  percentage  of revenue in fiscal 1997 as compared to fiscal 1996 is primarily
attributable  to increased  profitability  of the  Company's  television  series
production  activities.  During fiscal 1996, the Company produced a five-day per
week  television  talk  show  series  which  earned a small  gross  profit  as a
percentage  of sales.  This  syndicated  five-day  per week talk show series was
canceled  by the end of fiscal  1996 and, as a  consequence,  gross  profit as a
percentage of sales  increased in fiscal 1997. The increase in gross profit as a
percentage of sales is further explained by the production and delivery of a new
dramatic series for Fox Broadcasting Company during fiscal 1997.

                                      -16-

<PAGE>


         General  &  Administrative  --  General  and   administrative   expense
increased in fiscal 1998 and fiscal 1997 compared to the  corresponding  periods
in the previous fiscal years primarily as a result of increased  personnel costs
associated with the expansion of the restaurant business.

         Other - Minority  interest expense decreased in fiscal 1998 compared to
fiscal  1997 as no  major  sales  of the  Company's  previously-produced  "Super
Bloopers  and New  Practical  Jokes" were made in fiscal  1998.  The C & C Joint
Venture,  of which the Company has a 51% interest,  produced the "Super Bloopers
and  New  Practical  Jokes"  television  specials.   Minority  interest  expense
increased  in fiscal 1997  compared to fiscal 1996  primarily as a result of the
licensing of the  rebroadcast  rights to 118 episodes of "Super Bloopers and New
Practical Jokes." 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.

Other Operating Data

         EBITDA  is  earnings   before   interest  and  other   income,   taxes,
depreciation, amortization, and cumulative effects of accounting changes. 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 generally accepted  accounting  principles (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.

Year 2000

         The Company has assessed and continues to assess the impact of the Year
2000 Issue on its reporting  systems and operations.  The Year 2000 Issue exists
because computer systems and applications were historically  designed to use two
digit fields to designate a year, and date  sensitive  systems may not recognize
2000 at all, or if recognized, as 1900.

         Information  technology  systems account for most of the Year 2000 work
and include all computer systems and technology managed by the Company. All core
systems have been  assessed and work is being  undertaken  to test and implement
changes where required.  Information  Technology vendors and suppliers have been
contacted  as to their  Year  2000  compliance  and  their  responses  have been
factored into the Company's plans. Normal software version upgrades and hardware
replacements have solved a majority of the Company's Year 2000 Issues.  Based on
the nature of the Company's business,  it is not expected that any non-financial
software  applications  and hardware that may be impacted by the Year 2000 Issue
would cause any interruption in operations.

         The Company is communicating with its significant customers and vendors
to understand  their Year 2000 issues and how they might  prepare  themselves to
manage  those  issues as they relate to the  Company.  To date,  no  significant
customers or vendors have  informed the Company that a material  Year 2000 issue
exists which will have a material effect on the Company.

         The Company  expects to complete  any changes  required to overcome the
Year 2000 Issue during fiscal 1999, and, the total cost to remediate will not be
material to the Company's results of operations, liquidity or capital resources.
The Company does not currently have a Year 2000  contingency plan but intends to
create one during fiscal 1999.

Disclosure Regarding Private Securities Litigation Reform Act of 1995

         This report contains certain forward-looking statements with respect to
the future  performance  of the Company  that involve  risks and  uncertainties.
Various  factors  could cause  actual  results to differ  materially  from those
projected in such statements. These factors include, but are not limited to, the
Company's ability to develop and sell television programming,

                                      -17-

<PAGE>



timely  completion of negotiations  for new restaurant  sites and the ability to
construct,  finance  and open  new  restaurants  and to  attract  new  corporate
productions  clients, and such competitive and other business risks as from time
to time may be detailed in the  Company's  Securities  and  Exchange  Commission
reports.


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.

 
                                      -18-
<PAGE>



CONSOLIDATED BALANCE SHEETS
---------------------------
<TABLE>
<CAPTION>

                                                                          YEAR ENDED JUNE 30,
Assets                                                            1998                           1997
---------------------------------------------------------------------------------------------------------------
<S>                                                        <C>                        <C>          
Cash and cash equivalents                                    $    7,092,000              $       3,322,000
Marketable securities                                            32,211,000                     28,432,000
Accounts receivable                                               6,673,000                      4,221,000
Program costs, net                                                5,963,000                      4,615,000
Prepaid royalty, net                                              3,041,000                      3,128,000
Property, plant and equipment, net                               16,339,000                     16,711,000
Goodwill and other assets, net                                    1,896,000                      2,869,000
---------------------------------------------------------------------------------------------------------------

         Total assets                                        $   73,215,000                   $ 63,298,000
---------------------------------------------------------------------------------------------------------------

Liabilities and Stockholders'
Equity
---------------------------------------------------------------------------------------------------------------

Liabilities:
Accounts payable                                              $   6,861,000                $     5,958,000
Accrued residuals and participations                              3,241,000                      2,410,000
Production advances and deferred revenue                          1,861,000                      2,768,000
Current and deferred income taxes                                 1,570,000                        936,000
---------------------------------------------------------------------------------------------------------------
         Total liabilities                                       13,533,000                     12,072,000

Commitments and contingencies

Minority interest                                                   729,000                        907,000

Stockholders' Equity:
Class A common stock, $.0l par value,
          2,000,000 shares authorized
             787,000 shares outstanding                               8,000                          7,000
Common stock, $.01 par value,
        20,000,000 shares authorized
          8,021,000 shares outstanding at June 30, 1998 and          80,000                         76,000
          8,013,000 shares outstanding at June 30, 1997
Additional paid-in capital                                       13,831,000                      8,205,000
Retained earnings                                                45,034,000                     42,031,000
---------------------------------------------------------------------------------------------------------------
         Total stockholders' equity                              58,953,000                     50,319,000
---------------------------------------------------------------------------------------------------------------
Total liabilities and stockholders' equity                     $ 73,215,000                   $ 63,298,000
---------------------------------------------------------------------------------------------------------------

</TABLE>

The  accompanying  notes are an integral  part of these  consolidated  financial
statements.

                                      -19-

<PAGE>



CONSOLIDATED STATEMENTS OF OPERATIONS
-------------------------------------
<TABLE>
<CAPTION>


                                                                       YEAR ENDED JUNE 30,

                                                    1998                     1997                     1996
-----------------------------------------------------------------------------------------------------------------------------------
<S>                                          <C>                     <C>                       <C>         
Revenue                                        $ 86,251,000            $ 66,129,000              $ 73,819,000
Costs related to revenue                         69,077,000              51,912,000                61,850,000
-----------------------------------------------------------------------------------------------------------------------------------
     Gross profit                                17,174,000              14,217,000                11,969,000

General and administrative expense                5,821,000               4,975,000                 4,339,000
Minority interest expense                            97,000                 672,000                   351,000
Interest and other income                        (2,079,000)             (1,937,000)               (1,788,000)
-----------------------------------------------------------------------------------------------------------------------------------
     Income before provision for
       income taxes                              13,335,000              10,507,000                 9,067,000

Provision for income taxes                        5,101,000               3,993,000                 3,469,000
-----------------------------------------------------------------------------------------------------------------------------------

     Net income                               $   8,234,000            $  6,514,000              $  5,598,000

Per share data:
     Basic earnings per share                 $        0.94            $       0.74              $       0.64
     Diluted earnings per share               $        0.92            $       0.73              $       0.63
-----------------------------------------------------------------------------------------------------------------------------------
Weighted average number of
     shares outstanding                           8,806,000               8,744,000                 8,693,000
Weighted average number of
     shares and equivalents outstanding           8,940,000               8,870,000                 8,860,000

-----------------------------------------------------------------------------------------------------------------------------------
The  accompanying  notes are an integral  part of these  consolidated  financial
statements.

</TABLE>

                                      -20-

<PAGE>
<TABLE>
<CAPTION>


CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
------------------------------------------------

                                  Class A                                         Additional                               Total
                               Common Stock                  Common Stock         Paid-in               Retained       Stockholder's
                               Shares Amount                 Shares Amount        Capital               Earnings           Equity
------------------------------------------------------------------------------------------------------------------------------------


<S>                <C>             <C>         <C>           <C>            <C>              <C>                  <C>        
Balance,
  June 30, 1995        750,000         $7,000      7,528,500     $76,000        $7,790,000       $29,919,000          $37,792,000
  Net income               ---            ---            ---         ---               ---         5,598,000            5,598,000
  Exercise of
    stock options          ---            ---         23,000         ---           104,000               ---              104,000
------------------------------------------------------------------------------------------------------------------------------------

Balance,
  June 30, 1996        750,000          7,000      7,551,500      76,000         7,894,000        35,517,000           43,494,000
  Net income               ---            ---            ---         ---               ---         6,514,000            6,514,000
  Exercise of
    stock options          ---            ---         80,000         ---           311,000               ---              311,000
------------------------------------------------------------------------------------------------------------------------------------

Balance,
  June 30, 1997        750,000          7,000      7,631,500      76,000         8,205,000        42,031,000           50,319,000
  Net income               ---            ---            ---         ---               ---         8,234,000            8,234,000
  Exercise of
    stock options          ---            ---          7,500         ---           400,000               ---              400,000
  Stock dividend        37,500          1,000        382,000       4,000         5,226,000        (5,231,000)                 ---
------------------------------------------------------------------------------------------------------------------------------------

Balance,
   June 30, 1998       787,500         $8,000      8,021,000     $80,000       $13,831,000       $45,034,000          $58,953,000
====================================================================================================================================
</TABLE>

The  accompanying  notes are an integral  part of these  consolidated  financial
statements.


                                      -21-
<PAGE>
<TABLE>
<CAPTION>



CONSOLIDATED STATEMENTS OF CASH FLOWS               
                                                                   YEAR ENDED JUNE 30,

                                                       1998               1997               1996
------------------------------------------------------------------------------------------------------
<S>                                               <C>            <C>             <C>   
Cash flows from operating activities
     Net income                                        $ 8,234,000  $ 6,514,000       $  5,598,000

Adjustments to reconcile net income to net cash
  Provided by operations

     Amortization expense                               47,083,000   22,239,000         47,778,000
     Depreciation expense                                2,441,000    1,468,000          1,123,000
     Investment in program costs                       (47,626,000) (24,586,000)       (44,952,000)
     Minority interest, net                               (178,000)     290,000             93,000
     Disposals of property, plant and equipment            158,000      150,000             73,000

     Changes in assets and liabilities
          Accounts receivable                           (2,452,000)     492,000         (2,410,000)
          Other assets                                     255,000   (1,414,000)          (114,000)
          Accounts payable, accrued residuals and
         participations                                  1,734,000    1,096,000          1,725,000
          Production advances and deferred revenue        (907,000)   2,042,000         (3,371,000)
          Current and deferred income taxes payable        634,000      334,000            254,000
                                                    --------------------------------------------------

Net cash provided by operations                          9,376,000    8,625,000          5,797,000
                                                    --------------------------------------------------

Cash flows from investing activities
     Purchases of marketable securities                (24,413,000) (29,068,000)       (17,348,000)
     Sales of marketable securities                     20,634,000   29,555,000         14,198,000
     Expenditures on property, plant and equipment      (2,227,000)  (7,054,000)        (5,095,000)
                                                    --------------------------------------------------

Net cash used for investing activities                  (6,006,000)  (6,567,000)        (8,245,000)
                                                    --------------------------------------------------

Cash flows from financing activities
     Exercise of stock options                             400,000      311,000            104,000
                                                    --------------------------------------------------

Net cash provided by financing activities                  400,000      311,000            104,000
                                                    --------------------------------------------------

Net increase (decrease) in cash and cash equivalents     3,770,000    2,369,000         (2,344,000)

Cash and cash equivalents at beginning of the year       3,322,000      953,000          3,297,000
                                                    --------------------------------------------------

Cash and cash equivalents at end of the year           $ 7,092,000  $ 3,322,000        $   953,000
------------------------------------------------------------------------------------------------------

Supplemental Disclosures of Cash Flow Information
     Cash paid during the year for income taxes        $ 4,189,000  $ 3,664,000        $ 3,186,000
======================================================================================================

</TABLE>

The  accompanying  notes are an integral  part of these  consolidated  financial
statements.

                                      -22-

<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".  For financial  statement
reporting  purposes,  the accounts are  consolidated  using historical data. 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 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 financial  statements in conformity  with generally
accepted  accounting  principles  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. Depending on the type of contract, revenue for dick
clark corporate productions,  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:

                                                YEAR ENDED JUNE 30,

Significant Customers                  1998               1997      1996
--------------------------------------------------------------------------------
NBC entertainment                       20%               15%         13%
ABC entertainment                       12%               17%         13%
Columbia Tristar Television              0%                0%         15%
Fox Television                          10%                7%          1%

         The  Company  produces  television  programming  in relation to several
awards shows subject to long-term  license  agreements which expire between 1999
and 2001.  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, 1998,
1997 and 1996 there was $5,689,000, $5,237,000 and $4,825,000,  respectively, of
production overhead included within program costs.

                                      -23-

<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.

         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.

         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, 1998 and 1997 was $32,211,000 and $28,432,000,
respectively,  and the market value as of June 30, 1998 and 1997 was $31,980,000
and  $28,133,000,  respectively.  As of June 30,  1998,  the  recorded  costs of
marketable  securities  maturing in fiscal 1999,  2000, 2001 and thereafter were
$18,507,000, $5,583,000, $5,554,000 and $2,567,000, respectively.

                                      -24-

<PAGE>



         Property,  Plant and Equipment - Property,  plant and equipment consist
of the following:
<TABLE>
<CAPTION>


                                   As of June 30,            1998             1997
-------------------------------------------------------------------------------------------

<S>                                                  <C>              <C>         
Land                                                    $ 2,018,000      $  1,993,000
Buildings                                                 4,920,000         4,464,000
Leasehold improvements                                    5,907,000         5,889,000
Furniture and fixtures                                    7,144,000         6,210,000
Production and other equipment                            3,477,000         2,920,000
Construction in process                                      14,000            73,000

                                                        $23,480,000       $21,549,000

Less: accumulated depreciation                           (7,141,000)       (4,838,000)
                                                  ----------------------------------------

         Property, plant and equipment, net             $16,339,000       $16,711,000
                                                  =================-----------------------
</TABLE>


         Depreciation  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   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.  Other assets include
capitalized  organizational  costs,  pre-opening costs and liquor license costs.
Organizational  costs and pre-opening costs are being amortized over 5 years and
12 months,  respectively.  Organizational costs include legal and other expenses
relating  primarily to the Company's various restaurant  locations.  Pre-opening
costs are limited to direct,  incremental costs relating to start-up  activities
associated with the Company's restaurant business.  Liquor license costs at June
30,  1998  and  1997 of  $143,000  and  $143,000,  respectively,  are not  being
amortized.  Accumulated  amortization  of goodwill  and other assets at June 30,
1998 and 1997 was $2,673,000 and $1,966,000, respectively.

         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.

         Earnings  Per  Share -- In  February  1997,  the  Financial  Accounting
Standards  Board (FASB)  issued SFAS No. 128,  "Earnings  Per Share",  which was
implemented  by the Company in the quarter ended December 31, 1997. As a result,
the Company's  reported  earnings per share for all prior periods were restated.
Basic  earnings  per share were  computed by dividing net income by the weighted
average number of shares of stock outstanding  during the year. Diluted earnings
per share were  determined  by applying  the  treasury  stock  method to compute
dilution for common stock equivalents.

         On  April  23,  1998,  the  Company  declared  a 5% stock  dividend  to
stockholders  of  record  on May 4,  1998.  Accordingly,  share  data  have been
adjusted to include the effect of the stock dividend.

                                      -25-

<PAGE>


         New  Accounting  Pronouncements  -- In February,  1997, the FASB issued
SFAS No. 129,  "Disclosure of  Information  about Capital  Structure",  which is
effective for the  Company's  fiscal year ending June 30, 1998.  This  statement
establishes  standards  for  disclosing  information  about an entity's  capital
structure.  The Company has been in compliance with the requirements of SFAS No.
129 and as such no additional disclosures are required.

         In June, 1997, the FASB issued SFAS No. 130,  "Reporting  Comprehensive
Income" which is effective  for 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.

         In June, 1997, the FASB issued SFAS No. 131, "Disclosure about Segments
of An Enterprise and Related Information",  which is effective for the Company's
fiscal year ending June 30, 1999. This statement changes the requirements  under
which public businesses report disaggregated information.

         In April 1998,  the AICPA  issued  Statement  of  Position  (SOP) 98-5,
"Reporting  on the Costs of Start-Up  Activities."  This SOP  requires  that all
nongovernmental  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.  SOP 98-5 is
effective for financial  statements  issued for periods beginning after December
15,  1998.  The  Company  expects to adopt SOP 98-5 in the first  quarter of the
fiscal year  ending  June 30,  2000.  The  Company  has not yet  determined  the
financial impact of SOP 98-5.

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 1998
through 2003. 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 corporate  productions 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, 1998,
approximately  62% of the $4,325,000 of unamortized  program costs applicable to
released  programs  will be amortized  during the three fiscal years ending June
30, 2001.

      
                                      -26-

<PAGE>

<TABLE>
<CAPTION>

Capitalized program costs consist of the following:


As of June 30,                                                1998                          1997
------------------------------------------------------------------------------------------------------
<S>                                                   <C>                            <C>

Released, since inception
Movies for television                                    $   24,911,000                  $   23,795,000
Television programs                                         220,199,000                     178,563,000
Corporate projects                                           51,488,000                      45,556,000
                                                            296,598,000                     247,914,000

Less: accumulated amortization                             (292,273,000)                   (246,322,000)

                                                              4,325,000                       1,592,000
                                                  =========================----------------------------
In process
Television programs                                             882,000                       1,872,000
Corporate projects                                               77,000                         437,000
                                                  -----------------------------------------------------

                                                                959,000                       2,309,000
                                                  =========================----------------------------
Project development costs
Movies for theatrical release                                   102,000                          86,000
Movies for television                                           471,000                         511,000
Television programs                                              76,000                          80,000
Corporate projects                                               30,000                          37,000

                                                                679,000                         714,000
                                                  =========================----------------------------
             Program costs, net                          $    5,963,000                  $    4,615,000
                                                  =========================----------------------------

</TABLE>

                                      -27-
<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.  In fiscal 1998,  the Company began  amortizing the
prepaid royalty of $3,128,000 at the rate of 1.5% of revenue.
Amortization of the royalty totaled $87,000 for fiscal 1998.

5 - Income Taxes

         The provision for income taxes consists of the following:

<TABLE>
<CAPTION>

Year ended June 30,                                1998                 1997                1996
--------------------------------------------------------------------------------------------------------
Current
<S>                                              <C>                  <C>                  <C>       
     Federal                                       $4,027,000           $3,539,000           $3,174,000
     State                                            461,000              376,000              367,000
     Foreign                                          252,000              170,000              192,000
                                         -------------------- -------------------- --------------------

                                                   $4,740,000           $4,085,000           $3,733,000
Deferred
     Federal                                          320,000              (87,000)            (230,000)
     State                                             41,000               (5,000)             (34,000)

                                                      361,000              (92,000)            (264,000)
                                         -------------------- -------------------- --------------------

                                                   $5,101,000           $3,993,000           $3,469,000
                                         ==================== --------------------- --------------------

</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,                                         1998                 1997              1996
-------------------------------------------------------------------------------------------------------
<S>                                                       <C>                  <C>               <C>
Statutory federal rate                                       34%                  34%               34%
State taxes, net of federal income tax benefit                4                    4                 4
                                                  -----------------------------------------------------
Effective tax rate                                           38%                  38%               38%
                                                  -----------------------------------------------------

</TABLE>

                                      -28-

<PAGE>


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


As of June 30,                                                                         1998                    1997
---------------------------------------------------------------------------------------------------------------------
<S>                                                              <C>                               <C>    
                                                                   
Deferred tax assets
   Accrued residuals and participations                               $               593,000           $     311,000
   Rent abatement                                                                      21,000                  29,000
   Pre-opening costs                                                                  277,000                 214,000
   Depreciation                                                                        61,000                  68,000
   Bonus accrual                                                                      242,000                 362,000
   Miscellaneous                                                                       50,000                  35,000

   Total deferred tax assets                                          $             1,244,000           $   1,019,000
                                                                      ======================= -----------------------

Deferred tax liabilities
   Difference between book and tax accounting for program costs       $              (389,000)          $   (481,000)
   Prepaid royalty                                                                 (1,163,000)            (1,189,000)
   Tax deductible goodwill                                                           (239,000)              (257,000)
                                                                      ----------------------------------------------

Total deferred tax liabilities                                        $            (1,791,000)          $ (1,927,000)

Net deferred tax liability                                                           (547,000)              (908,000)
                                                                      ======================= -----------------------

Current taxes payable                                                              (1,023,000)               (28,000)
                                                                      ----------------------- -----------------------

Total current and deferred taxes payable                              $            (1,570,000)         $    (936,000)
                                                                      ======================= -----------------------

</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 years 1998,
1997 and 1996 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 years 1998 or 1997.  The Company  also paid Olive  $151,000,
$156,000 and $142,000 for storage  services  during the fiscal years 1998,  1997
and 1996, 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  $177,000,  $150,000 and  $158,000 for the fiscal years 1998,  1997 and
1996, respectively.

         The Company  retained the services of Dick Clark as host for certain of
its television  programs and other talent  services during fiscal 1998, 1997 and
1996 for  which  the  Company  paid  him host  fees of  $687,000,  $435,000  and
$735,000,  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.

                                      -29-

<PAGE>



7 - Commitments and Contingencies

         The Company has entered  into  employment  agreements  with certain key
employees  requiring payment of annual  compensation of $3,214,000,  $2,231,000,
$1,607,000,  $1,607,000 and $1,607,000 for the years ending June 30, 1999, 2000,
2001,  2002 and 2003,  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, 1998, 1997 and 1996 was $625,000,  $616,000
and $612,000,  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 November 30,
2013.

         Total lease  expense for the Company for the years ended June 30, 1998,
1997 and 1996 was  $1,538,000,  $1,282,000  and  $1,104,000,  respectively.  The
various  operating  leases to which the  Company is  presently  subject  require
minimum lease payments as follows:



Year ended June 30,
-------------------------------------------------------
         1999                                $1,596,000
         2000                                 1,567,000
         2001                                 1,264,000
         2002                                   957,000
         2003                                   828,000
         Thereafter                           5,612,000
-------------------------------------------------------



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.  No  incentive  stock  options  were granted to employees in fiscal 1998.
During  fiscal  years 1997 and 1996,  respectively,  18,300 and 1,000  incentive
stock  options  were  granted to certain  employees  of the  Company to purchase
shares at prices ranging from $9.50 to $14.00.

         As of June 30, 1998,  193,831 of all stock options granted,  vested and
outstanding  are  exercisable  at prices  ranging  from $3.69 to  $13.33.  8,557
additional options will become exercisable in fiscal years 1999 and 2000. During
fiscal 1998, 1997 and 1996, 7,500, 80,000 and 23,000 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:

                                      -30-

<PAGE>
<TABLE>
<CAPTION>


(in thousands, except per share amounts)               1998                 1997                1996
----------------------------------------             ---------              ----               -----

<S>                                                <C>               <C>                 <C>    
Net Income                                             $ 8,234           $ 6,514             $ 5,598
As reported
   Pro forma                                             8,210             6,484               5,575

Earnings per share
   As reported
   Basic                                                   .94               .74                 .64
   Diluted                                                 .92               .73                 .63
Pro forma
   Basic                                                   .93               .74                 .64
   Diluted                                                 .92               .73                 .63
</TABLE>

         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 1998 and 1997: dividend yield of zero percent for
both years; expected volatility of 35 to 46 percent; risk-free interest rates of
6.32 to 6.57 percent and expected lives of 3.60 to 9.10 years.

         A summary of the status of the Company's  stock option plans as of June
30, 1998,  1997 and 1996,  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>    
  Balance at June 30, 1995                  $ 3.88 -  10.38               $   4.27              303,950                677,550
  Granted                                     9.50 -   9.50                   9.50                1,000                 (1,000)
  Exercised                                   4.50 -   4.50                   4.50              (23,000)                   ---
  Cancelled                                   6.50 -   6.50                   6.50              (20,000)                20,000
  Balance at June 30, 1996                    3.88 -  10.38                   4.10              261,950                696,550
  Granted                                     11.00-  14.00                  12.16               18,300                (18,300)
  Exercised                                   3.88 -   4.00                   3.91              (80,000)                  ----
  Cancelled                                            ----                   ----                 ----                   ----
  Balance at June 30, 1997                    3.88 -  14.00                   4.91              200,250                678,250
  Granted                                              ----                    ---                  ---                    ---
  Exercised                                   7.50  -  7.50                   7.50               (7,500)                   ---
  Cancelled                                            ----                    ---                  ---                    ---
  Stock Dividend                               3.69  -13.33                   4.58                9,638                 (9,638)
  Balance at of June 30, 1998                 $3.69  -13.33                  $4.58              202,388                668,612
</TABLE>

The following table summarizes  information  about stock options  outstanding at
June 30, 1998:

         Options Outstanding                                Options Exercisable
                                      -31-

<PAGE>


<TABLE>
<CAPTION>


                            Number      Weighted Average                            Number
Range of                 Outstanding        Remaining    Weighted Average         Exercisable       Weighted Average
Exercise Price           At 06-30-98    Contractual Life  Exercise Price          At 06-30-98        Exercise Price
-------------------- --------------------------------------------------------------------------------------------------
<S>                  <C>                 <C>            <C>                     <C>                <C>    
$     3.69  -   4.29         178,973             4.16           $  3.70                 178,973            $  3.70
      9.05  -   9.89           4,200             5.31              9.67                   4,200               9.67
      10.48 -  13.33          19,215             3.45             11.58                  10,658              11.33
-------------------- --------------------------------------------------------------------------------------------------
 $     3.69 -  13.33         202,388             4.11           $  4.58                 193,831            $  4.26
-------------------- --------------------------------------------------------------------------------------------------
</TABLE>

                                      -32-

<PAGE>


9 -- Business Segment Information

The   Company's   business   activities   consist  of  two  business   segments:
entertainment operations and restaurant operations. The revenue and gross profit
of  each of  these  business  segments  are  reported  in the  following  table.
Inter-segment revenue is insignificant.

                              Business Segments
(in thousands)                Entertainment        Restaurants           Total
--------------------------------------------------------------------------------
1998
Revenue                                 $63,310    $22,941             $86,251
Gross profit+                            16,035      1,139              17,174
Identifiable assets                      50,847     22,368              73,215
Depreciation                                213      2,228               2,441
Capital expenditures                        455      1,772               2,227

1997
Revenue                                 $50,547    $15,582             $66,129
Gross profit+                            13,352        865              14,217
Identifiable assets                      40,529     22,769              63,298
Depreciation                                150      1,318               1,468
Capital expenditures                        229      6,825               7,054
1996
Revenue                                 $60,287    $13,532             $73,819
Gross profit+                            11,295        674              11,969
Identifiable assets                      35,595     17,116              52,711
Depreciation                                142        981               1,123
Capital expenditures                        245      4,850               5,095
--------------------------------------------------------------------------------

+Does not include corporate overhead of $3,580,000,  $3,476,000, and $3,471,000,
for  entertainment and $2,241,000,  $1,499,000,  and $868,000 for the restaurant
segment during the years 1998, 1997, and 1996,  respectively.  Gross profit also
excludes minority interest expense and interest and other income.

Results of Operations by Quarter

(In thousands, except per share amounts) (unaudited)
<TABLE>
<CAPTION> 
                                                                                         Basic        Diluted
1st Quarter                                                                             Earnings      Earnings
(ending September 30)           Revenue           Gross Profit         Net Income      Per Share      Per Share
----------------------------------------------------------------------------------------------------------------
<S>                   <C>                    <C>                <C>                 <C>            <C>
         1997                   $14,055                $   988            $   115             .01            .01
         1996                   $10,909                 $1,251            $   303             .03            .03
                            ----------- ----------------------  -----------------  -------------- --------------
2nd Quarter
(ending December 31)
---------------------------
         1997                   $13,371                 $1,874            $   737             .08            .08
         1996                  $  9,907                 $2,031            $   698             .08            .08
                            ----------- ----------------------  -----------------  -------------- --------------
3rd Quarter
(ending March 31)
---------------------------
         1998                   $36,247                $10,279             $5,706             .65            .64
         1997                   $22,243               $  8,532             $4,464             .51            .50
                            ----------- ----------------------  -----------------  -------------- --------------
4th Quarter
(ending June 30)
---------------------------
         1998                   $22,578                 $4,033             $1,676             .19            .19
         1997                   $23,069                 $2,404             $1,049             .12            .12
                            ----------- ----------------------  -----------------  -------------- --------------
</TABLE>

<PAGE>

Market and Dividend Information

<TABLE>
<CAPTION>



                                         Price Range Fiscal 1998                    Fiscal 1997
--------------------------------- -------------------------------------- ---------------------------------

                                                High   Low                            High    Low
                                                ----   ---                            ----    ---

<S>                               <C>                <C>              <C>                <C>   
               1st Quarter               $14.50             $12.00           $14.25             $11.00
               2nd Quarter                15.38              12.00            12.00              10.50
               3rd Quarter                15.00              12.25            12.25              10.00
               4th Quarter                19.13              12.00            14.00              11.38
                                  ==================== ------------------ ---------------- ------------------

</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.

                                      -33-

<PAGE>



Report of Independent Public Accountants





To the Stockholders of 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,
1998  and  1997,  and  the  related   consolidated   statements  of  operations,
stockholders'  equity and cash  flows for each of the three  years in the period
ended June 30, 1998. 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 generally  accepted auditing
standards. 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, 1998 and 1997, and the results
of their  operations  and their  cash  flows for each of the three  years in the
period ended June 30, 1998, in conformity  with  generally  accepted  accounting
principles.




                                                /s/ Arthur Andersen LLP

                                                ARTHUR ANDERSEN LLP




Los Angeles, California
August 19, 1998

                                      -34-

<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 From 10-K,  the
information  is included in the  Company's  Proxy  Statement for its 1998 Annual
Meeting of  Stockholders  to be held on November 10, 1998,  and is  incorporated
herein by reference.  The Company intends to files such Proxy Statement with the
Securities and Exchange  Commission  not later than 120 days  subsequent to June
30, 1998.

                                     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


      Number       Description of Document
      ------       -----------------------

        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  certificate  for shares of the  Registrant's  Common
                   Stock  (incorporated  by  reference  to  Exhibit  4.2  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).

       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).

                                      -35-

<PAGE>



      Number       Description of Document

       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.

*       21.1       List of subsidiaries.

*       23.1       Accountants' consent

*       27.1      Financial Data Schedule
----------------
* Filed herewith

                      (4)      Reports on Form 8-K

                           None.
                                
                                      -36-

<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 25, 1998

         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>                                          <C>

/s/Richard W. Clark 
---------------------------
Richard W. Clark                            Chairman                                    September 25, 1998
                                            Chief Executive Officer and
                                            Director (Principal Executive Officer)

/s/ Francis C. La Maina  
---------------------------
Francis C. La Maina                         President, Chief Operating Officer          September 25, 1998
                                            and Director

/s/ Karen W. Clark  
---------------------------
Karen W. Clark                              Director                                    September 25, 1998


/s/ Lewis Klein
---------------------------
Lewis Klein                                 Director                                    September 25, 1998

/s/ Enrique F. Senior   
---------------------------
Enrique F. Senior                           Director                                    September 25, 1998


/s/ Jeffrey B. Logsdon     
---------------------------
Jeffrey B. Logsdon                          Director                                    September 25, 1998


/s/ Robert A. Chuck  
---------------------------
Robert A. Chuck                             Director                                    September   25, 1998


/s/ William S. Simon     
---------------------------
William S. Simon                            Chief Financial Officer                     September   25, 1998


</TABLE>


                                      -37-

<PAGE>



                                List of Exhibits
                                ----------------


      Number       Description of Document

        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  certificate  for shares of the  Registrant's  Common
                   Stock  (incorporated  by  reference  to  Exhibit  4.2  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).

       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
                   Registrant's Annual Report on Form 10-K for 1991).

       10.5        Employment  Agreement  dated as of July 1, 1997,  between the
                   Registrant and Karen W. Clark  (incorporated  by reference to
                   Registrants Annual Report on Form 10-K for 1994).

       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.

       10.8        Employment  Agreement  dated as of July 1, 1997,  between the
                   Registrant and Francis C. La Maina.

       10.9        Employment  Agreement  dated as of January 29, 1997,  between
                   the Registrant and William S. Simon.

       10.10       1996 Employee Stock Option.

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

*      21.1        List of subsidiaries.

       23.1        Accountants' consent

*      27.1        Financial Data Schedule


* Filed herewith

                                      -38-