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As filed with the Securities and Exchange Commission on June 1, 2001
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
EMMIS COMMUNICATIONS CORPORATION EMMIS OPERATING COMPANY
(Exact name of Registrant as specified in its charter) (Exact name of Registrant as specified in its charter)
INDIANA INDIANA
(State or other jurisdiction of incorporation or organization) (State or other jurisdiction of incorporation or organization)
35-1542018 35-2141064
(IRS Employer Identification No.) (IRS Employer Identification No.)
ONE EMMIS PLAZA, 7TH FLOOR
40 MONUMENT CIRCLE
INDIANAPOLIS, INDIANA 46204
317-266-0100
(Address, including zip code, and telephone number, including area code,
of Registrant's principal executive offices)
J. SCOTT ENRIGHT ESQ.
VICE PRESIDENT AND ASSOCIATE GENERAL COUNSEL
EMMIS COMMUNICATIONS CORPORATION
ONE EMMIS PLAZA, 7TH FLOOR
40 MONUMENT CIRCLE
INDIANAPOLIS, INDIANA 46204
317-266-0100
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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COPIES TO:
JOHN C. KENNEDY, ESQ. ALAN W. BECKER, ESQ.
PAUL, WEISS, RIFKIND, WHARTON & GARRISON BOSE MCKINNEY & EVANS LLP
1285 AVENUE OF THE AMERICAS 135 NORTH PENNSYLVANIA STREET,
NEW YORK, NEW YORK 10019-6064 SUITE 2700
212-373-3000 INDIANAPOLIS, INDIANA 46204
317-684-5000
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APPROXIMATE DATE OF PROPOSED SALE TO PUBLIC: As soon as practicable after this
Registration Statement becomes effective.
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If the only securities being registered on this form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box. [ ]
If any of the securities being registered on this form are to be offered on a
delayed or continuous basis pursuant to Rule 415 of the Securities Act of 1933,
other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering.[ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
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CALCULATION OF REGISTRATION FEE
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TITLE OF EACH CLASS PROPOSED MAXIMUM
OF SECURITIES TO BE REGISTERED AGGREGATE OFFERING PRICE(1)(2) AMOUNT OF REGISTRATION FEE
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Class A Common Stock of Emmis
Communications Corporation(3)
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Preferred Stock of Emmis
Communications Corporation(4)
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Depositary Shares representing
Preferred Stock of Emmis
Communications Corporation(5)
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Debt Securities of Emmis
Communications Corporation(6)
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Warrants of Emmis
Communications Corporation(7)
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CONTINUED ON NEXT PAGE
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CALCULATION OF REGISTRATION FEE
=========================================================================================================================
TITLE OF EACH CLASS PROPOSED MAXIMUM
OF SECURITIES TO BE REGISTERED AGGREGATE OFFERING PRICE(1)(2) AMOUNT OF REGISTRATION FEE
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Guarantees by Emmis
Communications Corporation of
Debt Securities of Emmis
Operating Company(8)
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Debt Securities of Emmis
Operating Company(5)
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Guarantees by Emmis Operating
Company of Debt Securities of
Emmis Communications
Corporation(8)
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Subsidiary Guarantees of Debt
Securities of Emmis
Communications Corporation or
Emmis Operating Company(8) $500,000,000 $125,000
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(1) The aggregate maximum offering price of all securities issued, from time to
time, pursuant to this Registration Statement will not exceed $500,000,000.
The proposed maximum offering price per security will be determined from
time to time, by the Registrants in connection with the sale by the
Registrants of the securities registered hereunder. Any securities
registered hereunder may be sold separately or together with other
securities registered hereunder.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(o).
(3) There is being registered hereunder an indeterminate number of shares of
Emmis Communications Corporation's Class A common stock as may be sold from
time to time by Emmis Communication Corporation including shares of other
classes or series of common stock that may be issuable upon conversion of
the preferred stock or debt securities or exercise of warrants of Emmis
Communications Corporation registered hereby.
(4) There is being registered hereunder an indeterminate number of shares of
Emmis Communication Corporation's preferred stock as may be sold, from time
to time, including shares issuable upon exercise of warrants.
(5) There is being registered hereunder depositary shares to be evidenced by
depositary receipts, each representing a fractional interest of a share of
Preferred Stock of Emmis Communications Corporation.
(6) There is being registered hereunder an indeterminate principal amount of
debt securities as may be sold, from time to time, by Emmis Communications
Corporation and Emmis Operating Company as the case may be. If any debt
securities are being issued at an original issue discount, then the
offering price may be in such greater principal amount as shall result in
the aggregate initial offering price not to exceed $500,000,000, less the
dollar amount of any securities previously issued hereunder.
(7) There is being registered hereunder an indeterminate number of warrants
representing rights to purchase shares of Class A common stock and
preferred stock and debt securities of Emmis Communications Corporation,
including shares of other classes or series of Emmis Communications
Corporation's stock that may be issued upon reclassification of unissued,
authorized stock of Emmis Communications Corporation registered pursuant to
this registration statement.
(8) Pursuant to rule 457(n) under the Securities Act of 1933, as amended, no
separate fee for the guarantees is payable.
The following direct and indirect subsidiaries of Emmis Communications
Corporation and Emmis Operating Company may guarantee certain of the debt
securities and are co-registrants under this registration statement:
JURISDICTION OF I.R.S. EMPLOYER
NAME OF CO-REGISTRANT INCORPORATION OR ORGANIZATION IDENTIFICATION NO.
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Emmis Radio Corporation Indiana 35-1705332
Emmis Television Broadcasting, L.P. Indiana 35-2051031
Emmis Publishing, L.P. Indiana 35-2039702
Emmis Indiana Broadcasting, L.P. Indiana 35-2039701
Emmis Publishing Corporation Indiana 35-1748335
Emmis Meadowlands Corporation Indiana 35-1756647
Topeka Television Corporation Missouri 48-0889210
SJL of Kansas Corp. Kansas 48-0547582
Emmis International Broadcasting Corporation California 35-2014974
Emmis South America Broadcasting Corporation California 35-2086430
Emmis Latin America Broadcasting Corporation California 35-2083818
Emmis License Corporation California 95-4662830
Emmis Radio License Corporation California 95-4662829
Emmis Television License Corporation California 35-2051237
Emmis License Corporation of New York California 95-4662857
Emmis Radio License Corporation of New York California 95-4662859
Emmis Television License Corporation of Wichita California 31-1750981
Emmis Television License Corporation of Topeka California 31-1751188
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THE REGISTRANTS HEREBY AMEND THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANTS SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE
SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
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The information in this prospectus is not complete and may be amended. We may
not sell these securities until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an offer
to sell nor is it seeking an offer to buy these securities in any state where
the offer or sale is not permitted.
PROSPECTUS
SUBJECT TO COMPLETION, DATED JUNE 1, 2001
$500,000,000
EMMIS COMMUNICATIONS CORPORATION EMMIS OPERATING COMPANY
Class A Common Stock Debt Securities
Preferred Stock Guarantees of the Debt Securities
Depositary Shares of Emmis Communications Corporation
Debt Securities
Warrants
Guarantees of the Debt Securities of Emmis Operating
Company
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We may offer from time to time:
o shares of Class A common stock,
o shares of preferred stock,
o depositary shares representing fractions of shares of
preferred stock,
o debt securities, which may consist of debentures, notes or
other types of debt,
o warrants to purchase common stock, preferred stock or debt
securities, and
o guarantees of the debt securities of Emmis Operating Company.
Emmis Operating Company may offer from time to time:
o debt securities, which may consist of debentures, notes or
other types of debt, and
o guarantees of our debt securities.
Some of our direct and indirect wholly-owned subsidiaries may guarantee
the debt securities of Emmis or Emmis Operating Company offered under this
prospectus.
The aggregate offering price of the securities offered by us and Emmis
Operating Company will not exceed $500,000,000.
Each time we offer securities, we will provide a supplement to this
prospectus that will describe the specific terms of any securities we offer and
the specific manner in which we will offer the securities. The prospectus
supplements may also add, update or change information contained in this
prospectus.
Our Class A common stock is quoted on the Nasdaq National Market under
the symbol "EMMS." Any Class A common stock offered under this prospectus will
be listed on the Nasdaq National Market, subject to notice of issuance.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
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The date of this prospectus is , 2001.
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TABLE OF CONTENTS
Where You Can Find More Information......................................................................2
Incorporation of Documents by Reference..................................................................2
Cautionary Statement Regarding Forward-Looking Statements................................................4
Emmis Communications Corporation.........................................................................5
Recent Developments......................................................................................6
Use of Proceeds..........................................................................................7
Ratio of Earnings to Fixed Charges.......................................................................7
Description of Capital Stock of Emmis....................................................................8
Description of Depositary Shares of Emmis...............................................................11
Description of Debt Securities of Emmis.................................................................15
Description of Warrants of Emmis........................................................................23
Description of Debt Securities of Operating Company.....................................................24
Description of the Guarantees...........................................................................32
Plan of Distribution....................................................................................34
Legal Matters...........................................................................................35
Experts.................................................................................................35
WHERE YOU CAN FIND MORE INFORMATION
We are subject to the informational requirements of the Securities
Exchange Act of 1934, as amended, and file reports, proxy statements and other
information with the SEC. We have also filed with the SEC a registration
statement on Form S-3 to register the securities offered in this prospectus.
This prospectus, which forms part of the registration statement, does not
contain all of the information included in that registration statement. For
further information about Emmis and the securities offered in this prospectus,
you should refer to the registration statement and its exhibits. You may read
and copy any document we file with the SEC at the SEC's Public Reference Room,
450 Fifth Street, N.W., Washington, D.C. 20549, and at the SEC's regional
offices in New York (7 World Trade Center, 13th Floor, New York, New York 10048)
and Chicago (Citicorp Center, 14th Floor, 500 West Madison Street, Chicago,
Illinois 60661). Copies of these reports, proxy statements and information may
be obtained at prescribed rates from the Public Reference Section of the SEC at
450 Fifth Street, N.W., Washington, D.C. 20549. Please call the SEC at
1-800-SEC-0330 for further information on the operation of the Public Reference
Room. In addition, the SEC maintains a web site that contains reports, proxy
statements and other information regarding registrants, such as us, that file
electronically with the SEC. The address of this web site is http://www.sec.gov.
INCORPORATION OF DOCUMENTS BY REFERENCE
This prospectus incorporates by reference important business and
financial information about our company that is not included in or delivered
with this document. The information incorporated by reference is considered to
be part of this prospectus, and later information that we file with the SEC will
automatically update and supersede this information. Any statement modified or
superseded by subsequently filed materials shall not be deemed, except as so
modified or superseded, to constitute a part of this prospectus. Subject to the
preceding, the information in this prospectus is qualified in its entirety by
the information appearing in the documents incorporated by reference. We
incorporate by reference the documents listed below and any other filings made
with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange
Act of 1934 prior to termination of this offering:
o Our Annual Report on Form 10-K for the fiscal year ended
February 28, 2001.
o Our Proxy Statement for our 2001 Annual Meeting of
Shareholders.
o Our Current Reports on Form 8-K filed on March 12, March 13
and April 12, 2001.
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o The historical financial statements of Emmis, Sinclair
Broadcast Group, Inc.'s St. Louis Radio Group, KZLA-FM and Lee
Enterprises, Incorporated, Certain Broadcasting Operations and
pro forma financial statements meeting the requirements of
Article 11 of Regulation S-X under the Securities Act from our
Registration Statement on Form S-4 filed on June 1, 2001.
You may request a copy of any of these documents, at no cost, by
contacting us in writing or by telephone at our principal executive office:
Emmis Communications Corporation
One Emmis Plaza, 7th Floor
40 Monument Circle
Indianapolis, Indiana 46204
Telephone: (317) 266-0100
EXCEPT AS DESCRIBED ABOVE, NO OTHER INFORMATION IS INCORPORATED BY
REFERENCE IN THIS PROSPECTUS (INCLUDING, WITHOUT LIMITATION, INFORMATION ON OUR
WEBSITE).
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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This prospectus includes or incorporates forward-looking statements
within the meaning of Section 27A of the Securities Act of 1933 and Section 21E
of the Securities Exchange Act of 1934. You can identify these forward-looking
statements by our use of words such as "intend," "plan," "may," "will,"
"project," "estimate," "anticipate," "believe," "expect," "continue,"
"potential," "opportunity," and similar expressions, whether in the negative or
affirmative. We cannot guarantee that we actually will achieve these plans,
intentions or expectations. All statements regarding our expected financial
position, business and financing plans are forward-looking statements.
Actual results or events could differ materially from the plans,
intentions and expectations disclosed in the forward-looking statements we make.
We have included important facts in various cautionary statements in this
prospectus that we believe could cause our actual results to differ materially
from the forward-looking statements that we make. These include, but are not
limited to, those under the heading "Risk Factors" in any prospectus supplement
and the following:
o the ability of our stations and magazines to attract and
retain advertisers;
o the level of our capital expenditures and whether our
programming and other expenses continue to increase or
increase at a rate faster than expected;
o whether any pending transactions are completed on the terms
and at the times set forth, if at all;
o financial community and rating agency perceptions of our
business, operations and financial condition and the industry
in which we operate;
o the ability of our stations to attract programming and our
magazines to attract writers and photographers;
o uncertainty as to the ability of our stations to increase or
sustain audience share for their programs and our magazines to
increase or sustain subscriber demand;
o risks and uncertainties inherent in the radio and television
broadcasting and magazine publishing businesses;
o material adverse changes in economic conditions in the markets
of our company;
o future regulatory actions and conditions in the operating
areas of our company; and
o competition from other media and the impact of significant
competition for advertising revenues from other media.
The forward-looking statements do not reflect the potential impact of
any future acquisitions, mergers or dispositions. We undertake no obligation to
update or revise any forward-looking statements because of new information,
future events or otherwise.
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In this prospectus, "we," "us," "our," the "company" and "Emmis" refer
to Emmis Communications Corporation and its subsidiaries, unless it is clear
from the context that we mean only Emmis Communications Corporation. References
to Operating Company refer to Emmis Operating Company.
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EMMIS COMMUNICATIONS CORPORATION
Emmis is a leading media company with radio broadcasting, television
broadcasting and magazine publishing operations. We conduct substantially all of
our business operations through our wholly-owned subsidiary, Emmis Operating
Company, and its subsidiaries. Approximately 10.8 million listeners currently
tune in to our 23 radio stations each week. We currently operate 20 FM and 3 AM
stations located primarily in the nation's top 20 radio markets. In the three
largest U.S. radio markets, New York, Los Angeles and Chicago, we have developed
top performing radio stations that rank in the top ten in terms of primary
demographic target audience share according to the Fall 2000 Arbitron Survey. We
have also developed strong market positions in Denver, Phoenix, St. Louis, and
Indianapolis by clustering our radio stations for demographic audience share.
The combination of our large market radio presence, the diversity of
our station formats and our advertising, sales and programming expertise has
allowed us to achieve same-station revenue growth rates in excess of
industry-wide growth for recent years. In addition to our strong internal
growth, we have demonstrated our ability to selectively acquire underdeveloped
properties in desirable markets and create value by improving their ratings,
revenues and cash flow through focused marketing and innovative programming
techniques.
We currently own and operate 15 television stations in the United
States, reaching approximately 6.1 million television households nationally. We
believe that broadcast television has been and will continue to be the most
effective way for advertisers to reach mass audiences in local markets. The
television stations we currently operate serve geographically diverse, mid-sized
markets in the U.S. and have a variety of television network affiliations,
including five with CBS, five with Fox, three with NBC, one with ABC and one
with WB. We have demonstrated our ability to create value in our television
stations by acquiring underperforming television assets and employing strategies
similar to those that have proven successful with our radio properties,
including focused marketing and sales efforts and innovative programming
techniques.
In addition to our radio and television broadcasting properties, we
currently publish eight award-winning city, regional and specialty magazines.
Our publications have received a number of industry awards for editorial
excellence. Our magazine portfolio currently includes Texas Monthly, Los
Angeles, Atlanta, Indianapolis Monthly, Cincinnati Magazine, Country Sampler,
Country Marketplace and Wildlife Journal.
We also operate news and agriculture radio networks in Indiana and own
majority interests in a national radio station in Hungary and two radio stations
in Buenos Aires, Argentina, including the top ranked stations in each of those
markets. In our efforts to enhance the advertiser appeal of our mediums and
increase our listening, viewing and reading audiences, we are continually
pursuing opportunities to develop complementary products and services using
emerging technologies. As part of these efforts, we have led the formation of
the Local Media Internet Venture, a consortium of radio broadcasters formed to
bring the benefits of scale in technology and content development to a local
station's on-line presence.
BUSINESS STRATEGY
We are committed to maintaining our leadership position in
broadcasting, enhancing the performance of our broadcast and publishing
properties, and distinguishing ourselves through the quality of our operations.
Our strategy has the following principal components:
o develop innovative programming for our radio and television
stations based on local market research and audience
preferences;
o emphasize a focused sales and marketing strategy based on
advertiser demand and our programming compared to the
competitive formats within each market;
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o develop strong local station identities for our television
stations allowing viewers and advertisers to identify with the
station while building the station's franchise value;
o pursue strategic acquisitions in desirable markets and enhance
their cash flow; and
o encourage an entrepreneurial management approach that empowers
and rewards all employees based on performance and promotes
equity ownership in Emmis.
RECENT DEVELOPMENTS
On June , 2001, we transferred all of our assets and liabilities to
Operating Company, a newly formed wholly-owned subsidiary. As a result we are a
holding company and conduct substantially all of our business operations through
Operating Company and its subsidiaries. Immediately following the asset
transfer, Emmis Escrow Corporation and Emmis Escrow Holding Corporation merged
with and into us and we assumed the outstanding $370 million principal amount at
maturity of Emmis Escrow Corporation's 12 1/2% Senior Discount Notes Due 2011.
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The principal executive offices for both Emmis and Operating Company
are located at One Emmis Plaza, 7th Floor, 40 Monument Circle, Indianapolis,
Indiana 46204. Their telephone number is (317) 266-0100.
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USE OF PROCEEDS
Unless we state otherwise in the accompanying prospectus supplement, we
intend to use the net proceeds from the sale of the securities offered under
this prospectus for general corporate purposes, which may include additions to
working capital, repayment or redemption of existing indebtedness and financing
of capital expenditures and acquisitions.
RATIO OF EARNINGS TO FIXED CHARGES
The following table sets forth the ratio of earnings to fixed charges
for Emmis for the periods indicated.
YEAR ENDED FEBRUARY 28 OR 29, PRO FORMA
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1997 1998 1999 2000 2001 2001
---- ---- ---- ---- ---- ------
3.4 2.2 1.1 1.1 1.3 N/A(1)
(1) On a pro forma basis, the ratio of earnings to fixed charges for the
year ended February 28, 2001 is less than 1.0 and the amount of
insufficiency is $25,816. In accordance with applicable rules,
depreciation and amortization expense is deducted from earnings when
computing the ratio of earnings to fixed charges. Pro forma
depreciation and amortization expense for the year ended February 28,
2001 was $103,009.
Earnings include pretax income from continuing operations, fixed
charges, amortization of capitalized interest and our share of pre-tax losses of
equity investments and exclude interest capitalized, preferred stock dividend
requirements and minority loss of consolidated subsidiaries. Fixed charges
include interest expensed and capitalized, amortization of deferred financing
expenses, preferred stock dividend requirements and an amount equivalent to
interest included in rental charges. We have assumed that one-third of rental
expense is representative of the interest factor.
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DESCRIPTION OF CAPITAL STOCK OF EMMIS
As of May 25, 2001, our authorized capital stock includes 170,000,000
shares of Class A common stock, $.01 par value per share, 30,000,000 shares of
Class B common stock, $.01 par value per share, 30,000,000 shares of Class C
common stock, par value $.01 per share, and 10,000,000 shares of preferred
stock, $.01 par value per share. Holders of common stock have no preemptive
rights. At May 25, 2001, there were 42,100,498 shares of Class A common stock
outstanding, and 3,556,837 shares reserved for issuance upon the exercise of
outstanding stock options; 5,230,396 shares of Class B common stock outstanding
and 1,400,000 shares reserved for issuance upon the exercise of outstanding
stock options; no shares of Class C common stock outstanding; and 2,875,000
shares of Series A convertible preferred stock outstanding.
COMMON STOCK
GENERAL. Our shares of Class A common stock are traded on the Nasdaq
National Market under the symbol EMMS. Under Indiana law, shareholders are
generally not liable for our debts or obligations. All shares of common stock
issued will be duly authorized, fully paid, and non-assessable.
DIVIDENDS. Holders of record of shares of common stock on the record
date fixed by our board of directors are entitled to receive such dividends as
may be declared by the board of directors out of funds legally available for
such distributions. Emmis may not declare or pay dividends in cash or property
on any share of any classes of common stock, however, unless simultaneously the
same dividend is declared or paid on each share of the other class of common
stock. In the case of any stock dividend, the stock dividend shall be payable at
the same rate on each class of common stock and shall be payable only in Class A
shares to holders of Class A common stock, in Class B shares to holders of Class
B common stock and in Class C shares to holders of Class C common stock. The
payment of dividends in cash or in certain of our securities is currently
prohibited by our credit facility and restricted by the indenture relating to
our senior discount notes and the indenture relating to Operating Company's
senior subordinated notes.
VOTING RIGHTS. Holders of shares of Class A common stock and Class B
common stock vote as a single class on all matters submitted to a vote of the
shareholders, with each share of Class A common stock entitled to one vote and
each share of Class B common stock entitled to ten votes, except:
o for the election of two directors;
o with respect to any proposed "going private" transaction (as
defined below) between the Company and Jeffrey H. Smulyan (the
holder of all shares of the Class B common stock), or an
affiliate of Mr. Smulyan, or any group of which Mr. Smulyan or
an affiliate of Mr. Smulyan is a member; and
o as otherwise provided by law.
Holders of the shares of Class C common stock have no right to vote on any
matter except as otherwise provided by law.
In the election of directors, the holders of Class A common stock are
entitled to vote as a separate class to elect two of our directors, who must be
independent directors. For this purpose, an "independent director" means a
person who is not an Emmis officer or employee, and who does not have a
relationship which, in the opinion of the board of directors, would interfere
with the exercise of independent judgment in carrying out the responsibilities
of a director. The holders of Class A common stock and Class B common stock are
entitled to elect the remaining directors by voting as a single class with each
share of Class A common stock entitled to one vote and each share of Class B
common stock entitled to ten votes. Holders of common stock are not entitled to
cumulate votes in the election of directors.
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The holders of Class A common stock and Class B common stock vote as a
single class with respect to any proposed "going private" transaction, with each
share of each class of common stock entitled to one vote per share. A "going
private" transaction is any "Rule 13e-3 Transaction," as that term is defined in
Rule 13e-3 promulgated under the Exchange Act, between Emmis and Mr. Smulyan,
any affiliate of Mr. Smulyan or any group of which Mr. Smulyan or an affiliate
of Mr. Smulyan is a member. An "affiliate" is defined as:
o any individual or entity who or that, directly or indirectly,
controls, is controlled by, or is under common control with
Mr. Smulyan;
o any corporation or organization (other than Emmis or a
majority-owned subsidiary of Emmis) of which Mr. Smulyan is an
officer or partner or is, directly or indirectly, the
beneficial owner of 10% or more of any class of voting
securities, or in which Mr. Smulyan has a substantial
beneficial interest;
o a voting trust or similar arrangement pursuant to which Mr.
Smulyan generally controls the vote of the shares of common
stock held by or subject to such trust or arrangement;
o any other trust or estate in which Mr. Smulyan has a
substantial beneficial interest or as to which Mr. Smulyan
serves as trustee or in a similar fiduciary capacity; or
o any relative or spouse of Mr. Smulyan, or any relative of such
spouse, who has the same residence as Mr. Smulyan.
Under Indiana law, the affirmative vote of the holders of a majority of
the outstanding shares of any class of capital stock is required to approve,
among other things, a change in the designation, rights, preferences or
limitations of the shares of such class of capital stock.
LIQUIDATION RIGHTS. Upon liquidation, dissolution or winding-up of
Emmis, the holders of Class A common stock, Class B common stock and Class C
common stock are entitled to share ratably with each other in all assets
available for distribution after payment in full of creditors and payment in
full to any holders of our preferred stock then outstanding of any amount
required to be paid under the terms of such preferred stock.
OTHER PROVISIONS. Each share of Class B common stock is convertible, at
the option of its holder, into one share of Class A common stock at any time.
One share of Class B common stock converts automatically and without the
requirement of any further action into one share of Class A common stock upon
its sale or other transfer to a person or entity other than Mr. Smulyan or an
affiliate of Mr. Smulyan. A pledge of shares of Class B common stock is not
considered a transfer for this purpose unless the pledge is enforced. All
outstanding shares of Class B common stock will convert automatically and
without the requirement of any further action into an equivalent number of
shares of Class A common stock upon the earlier of Mr. Smulyan's death or his
ceasing to own at least 3,040,000 shares of common stock, as adjusted for any
stock splits or stock dividends. The holders of common stock are not entitled to
preemptive rights.
In any merger, consolidation or business combination, the consideration
to be received per share by holders of Class A common stock, Class B common
stock and Class C common stock must be identical, except that in any such
transaction in which shares of common stock are distributed, such shares may
differ as to voting rights to the extent that voting rights now differ among the
classes of common stock. No class of common stock may be subdivided,
consolidated, reclassified or otherwise changed unless concurrently the other
classes of common stock are subdivided, consolidated, reclassified or otherwise
changed in the same proportion and in the same manner.
FOREIGN OWNERSHIP. Our articles of incorporation restrict the
ownership, voting and transfer of our capital stock, including the Class A
common stock, in accordance with the Communications Act and the rules of the
FCC, to prohibit ownership of more than 25% of our outstanding capital stock or
more
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than 25% of the voting rights it represents by or for the account of aliens (as
defined in the Communications Act) or corporations otherwise subject to
domination or control by aliens. The articles of incorporation authorize our
board of directors to prohibit any transfer of our capital stock that would
cause Emmis to violate this prohibition. In addition, the articles of
incorporation provide that shares of our capital stock determined by the board
of directors to be beneficially owned by an alien shall always be subject to
redemption by Emmis by action of the board of directors to the extent necessary,
in the judgment of the board of directors, to comply with the alien ownership
restrictions of the Communications Act and FCC rules. The articles of
incorporation further authorize our board of directors to adopt such provisions
as it deems necessary to enforce these alien ownership restrictions.
REGISTRAR AND TRANSFER AGENT. The registrar and transfer agent for our
common stock is First Union National Bank, Charlotte, North Carolina.
PREFERRED STOCK
Under our articles of incorporation, our board of directors is
authorized, without further shareholder action, to issue up to 10,000,000 shares
of preferred stock, $.01 par value, in one or more series, with such voting
powers or without voting powers, and with such designations, preferences and
relative participation, optional or other special rights, and qualifications,
limitations or restrictions, as are set forth in the designating amendment
relating to the preferred stock. In October 1999, we issued 2,875,000 shares of
Series A convertible preferred stock in a registered offering.
Our shares of Series A convertible preferred stock are traded on the
Nasdaq National Market under the symbol EMMSP. The Series A convertible
preferred stock has a liquidation performance of $50 per share, and pays 6.25%
cumulative annual cash dividends, payable quarterly in arrears. The shares of
Series A convertible preferred stock are convertible into shares of Class A
common stock at any time at a conversion price of $39.0625 per share, subject to
adjustment. In addition, these shares may be redeemed by us, at our option, at a
redemption premium of 104.911%, plus accumulated and unpaid dividends, on or
after April 15, 2001 but prior to October 15, 2002 if the trading price for our
Class A common stock equals or exceeds established per share prices. Beginning
on October 15, 2002, these shares may be redeemed, at any time at established
redemption premiums, plus accumulated and unpaid dividends. Unless otherwise
provided in the applicable prospectus supplement, shares of preferred stock
issued under this prospectus will rank pari passu with the Series A convertible
preferred stock.
The following is a description of certain general terms and provisions
of the shares of our preferred stock. The particular terms of any series of
preferred stock will be described in the applicable prospectus supplement. If so
indicated in a prospectus supplement, the terms of any such series may differ
from the terms set forth below.
The summary of the terms of the shares of our preferred stock contained
in this prospectus does not purport to be complete and is subject to, and
qualified in its entirety by, the provisions of our Articles of Incorporation
relating to each series of preferred stock, which will be filed as an exhibit to
or incorporated by reference in this prospectus at or prior to the time of
issuance of any such series of preferred stock.
The applicable prospectus supplement will set forth the number of
shares, particular designation, relative rights and preferences and the
limitations of any series of preferred stock in respect of which this prospectus
is delivered. The particular terms of any such series will include the
following:
o the maximum number of shares to constitute the series and the
designation of the series;
o the annual dividend rate, if any, on shares of the series,
whether such rate is fixed or variable or both, the date or
dates from which dividends will begin to accrue or accumulate,
whether dividends will be cumulative and whether such
dividends shall be paid in cash, shares of common stock or
otherwise;
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o whether the shares of the series will be redeemable and, if
so, the price at and the terms and conditions on which the
shares of the series may be redeemed, including the time
during which shares of the series may be redeemed and any
accumulated dividends thereon that the holders of shares of
the series shall be entitled to receive upon the redemption
thereof;
o the liquidation preference, if any, applicable to shares of
the series;
o whether the shares of the series will be subject to operation
of a retirement or sinking fund and, if so, the extent and
manner in which any such fund shall be applied to the purchase
or redemption of the shares of the series for retirement or
for other corporate purposes, and the terms and provisions
relating to the operation of such fund;
o the terms and conditions, if any, on which the shares of the
series shall be convertible into, or exchangeable for, shares
of any other class or classes of capital stock of Emmis or any
series of any other class or classes, or of any other series
of the same class, including the price or prices or the rate
or rates of conversion or exchange and the method, if any, of
adjusting the same;
o the voting rights, if any, of the shares of the series;
o the currency or units based on or relating to currencies in
which such series is denominated and/or in which payments will
or may be payable;
o the methods by which amounts payable in respect of such series
may be calculated and any commodities, currencies or indices,
or price, rate or value, relevant to such calculation;
o any listing of the shares of the series on a securities
exchange; and
o any other preferences and relative, participating, optional or
other rights or qualifications, limitations or restrictions
thereof.
Any material United States federal income tax consequences and other
special considerations with respect to any preferred stock offered under this
prospectus will be described in the applicable prospectus supplement.
DESCRIPTION OF DEPOSITARY SHARES OF EMMIS
GENERAL
We may issue depositary shares, each of which will represent a
fractional interest of a share of a particular series of preferred stock, as
specified in the applicable prospectus supplement. We will deposit with a
depositary (the "preferred stock depositary") shares of preferred stock of each
series represented by depositary shares. We will enter into a deposit agreement
(each a "deposit agreement") with the preferred stock depositary and holders
from time to time of the depositary receipts issued by the preferred stock
depositary which evidence the depositary shares ("depositary receipts"). Subject
to the terms of the deposit agreement, each owner of a depositary receipt will
be entitled, in proportion to the holder's fractional interest in the preferred
stock, to all the rights and preferences of the series of the preferred stock
represented by the depositary shares (including dividend, voting, conversion,
redemption and liquidation rights).
Immediately after we issue and deliver the preferred stock to a
preferred stock depositary, we will cause the preferred stock depositary to
issue the depositary receipts on our behalf. You may obtain copies of the
applicable form of deposit agreement and depositary receipt from us upon
request. The statements made in this section relating to the deposit agreement
and the depositary receipts are summaries of certain
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anticipated provisions. These summaries are not complete and we may modify them
in a prospectus supplement. For more detail, we refer you to the deposit
agreement itself, which we will file as an exhibit to the registration
statement.
DIVIDENDS AND OTHER DISTRIBUTIONS
The preferred stock depositary will distribute all cash dividends or
other cash distributions received in respect of the preferred stock to the
record holders of depositary receipts in proportion to the number of the
depositary receipts owned by the holders, subject to the obligations of holders
to file proofs, certificates and other information and to pay certain charges
and expenses to the preferred stock depositary.
In the event of a distribution other than in cash, the preferred stock
depositary will distribute property received by it to the record holders of
depositary receipts in proportion to the number of the depositary receipts owned
by the holders, unless the preferred stock depositary determines that it is not
feasible to make the distribution, in which case the preferred stock depositary
may, with our approval, sell the property and distribute the net proceeds from
the sale to the holders.
No distribution will be made in respect of any depositary share that
represents any preferred stock converted into other securities.
WITHDRAWAL OF STOCK
Upon surrender of the depositary receipts at the corporate trust office
of the preferred stock depositary (unless we have previously called for
redemption or converted into other securities the related depositary shares),
the holders will be entitled to delivery at that office of the number of whole
or fractional shares of the preferred stock and any money or other property
represented by the depositary shares. Holders of depositary receipts will be
entitled to receive shares of the related preferred stock as specified in the
applicable prospectus supplement, but holders of the shares of preferred stock
will not thereafter be entitled to receive depositary shares.
REDEMPTION OF DEPOSITARY SHARES
Whenever we redeem shares of preferred stock held by the preferred
stock depositary, the preferred stock depositary will concurrently redeem the
number of depositary shares representing shares of the preferred stock so
redeemed, provided we have paid the applicable redemption price for the
preferred stock to be redeemed plus an amount equal to any accrued and unpaid
dividends to the date fixed for redemption. The redemption price per depositary
share will be equal to the corresponding proportion of the redemption price and
any other amounts per share payable with respect to the preferred stock. If
fewer than all the depositary shares are to be redeemed, the depositary shares
to be redeemed will be selected pro rata (as nearly as may be practicable
without creating fractional depositary shares) or by any other equitable method
determined by us.
From and after the date fixed for redemption:
o all dividends in respect of the shares of preferred stock
called for redemption will cease to accrue;
o the depositary shares called for redemption will no longer be
deemed to be outstanding; and
o all rights of the holders of the depositary receipts
evidencing the depositary shares called for redemption will
cease, except the right to receive any moneys payable upon the
redemption and any money or other property to which the
holders of the depositary receipts were entitled upon
redemption and surrender to the preferred stock depositary.
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VOTING OF THE PREFERRED STOCK
Upon receipt of notice of any meeting at which the holders of the
preferred stock are entitled to vote, the preferred stock depositary will mail
the information contained in the notice of meeting to the record holders of the
depositary receipts. Each record holder of these depositary receipts on the
record date (which will be the same date as the record date for the preferred
stock) will be entitled to instruct the preferred stock depositary as to the
exercise of the voting rights pertaining to the amount of preferred stock
represented by the holder's depositary shares. The preferred stock depositary
will vote the amount of preferred stock represented by the depositary shares in
accordance with the instructions, and we will agree to take all reasonable
action necessary to enable the preferred stock depositary to do so. The
preferred stock depositary will abstain from voting the amount of preferred
stock represented by the depositary shares for which it does not receive
specific instructions from the holders of depositary receipts evidencing the
depositary shares. The preferred stock depositary will not be responsible for
any failure to carry out any instruction to vote, or for the manner or effect of
any vote made, as long as the action or non-action is in good faith and does not
result from the preferred stock depositary's negligence or willful misconduct.
LIQUIDATION PREFERENCE
If we voluntarily or involuntarily liquidate, dissolve or wind up, the
holders of each depositary receipt will be entitled to the fraction of the
liquidation preference accorded each share of preferred stock represented by the
depositary shares, as set forth in the applicable prospectus supplement.
CONVERSION OF PREFERRED STOCK
The depositary shares, as such, are not convertible into any class of
our common stock or any of our other securities or property. Nevertheless, if we
so specify in the applicable prospectus supplement relating to an offering of
depositary shares, holders may surrender depositary receipts to the preferred
stock depositary with written instructions to the preferred stock depositary to
instruct us to convert the preferred stock represented by the depositary shares
into whole shares of the specified class of common stock, other shares of our
preferred stock or other shares of stock. We have agreed that upon receipt of
the instructions and any amounts payable, we will convert the depositary shares
using the same procedures as those provided for converting preferred stock. If
the depositary shares evidenced by a depositary receipt are to be converted in
part only, the preferred stock depositary will issue a new depositary receipt(s)
for any depositary shares not converted. No fractional shares of common stock
will be issued upon conversion, and if the conversion would result in a
fractional share being issued, we will pay an amount in cash equal to the value
of the fractional interest based upon the closing price, if any, of the
applicable class common stock on the last business day prior to the conversion.
AMENDMENT AND TERMINATION OF THE DEPOSIT AGREEMENT
We may amend the form of depositary receipt and any provision of the
deposit agreement at any time by agreement between us and the preferred stock
depositary. However, any amendment that materially and adversely alters the
rights of the holders of depositary receipts or that would be materially and
adversely inconsistent with the rights granted to the holders of the related
preferred stock will not be effective unless the holders of at least a majority
of the depositary shares evidenced by the depositary receipts then outstanding
approve the amendment. No amendment will impair the right, subject to the
exceptions set forth in the depositary agreement, of any holder of depositary
receipts to surrender any depositary receipt with instructions to deliver to the
holder the related preferred stock and all money and other property, if any,
represented by the depositary receipt, except in order to comply with law. Every
holder of an outstanding depositary receipt at the time any such amendment
becomes effective will be deemed, by continuing to hold the receipt, to consent
and agree to the amendment and to be bound by the deposit agreement as amended.
We may terminate the deposit agreement upon not less than 30 days'
prior written notice to the preferred stock depositary if a majority of each
series of preferred stock affected by the termination
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consents to the termination. Upon termination, the preferred stock depositary
will deliver or make available to each holder of depositary receipts, upon
surrender of the depositary receipts held by the holder, the number of whole or
fractional shares of preferred stock represented by the depositary shares
evidenced by the depositary receipts together with any other property held by
the preferred stock depositary with respect to the depositary receipt.
In addition, the deposit agreement will automatically terminate if:
o all outstanding depositary shares have been redeemed;
o there has been a final distribution of the related preferred
stock in connection with our liquidation, dissolution or
winding up and the distribution has been distributed to the
holders of depositary receipts evidencing the depositary
shares representing the preferred stock; or
o each share of the related preferred stock has been converted
into our securities which are not represented by depositary
shares.
CHARGES OF PREFERRED STOCK DEPOSITARY
We will pay all transfer and other taxes and governmental charges
arising solely from the existence of the deposit agreement. In addition, we will
pay the fees and expenses of the preferred stock depositary in connection with
the performance of its duties under the deposit agreement. However, holders of
depositary receipts will pay the fees and expenses of the preferred stock
depositary for any duties requested by the holders to be performed which are
outside of those expressly provided for in the deposit agreement.
RESIGNATION AND REMOVAL OF DEPOSITARY
The preferred stock depositary may resign at any time by delivering to
us notice of its election to do so, and we may at any time remove the preferred
stock depositary. Any such resignation or removal will take effect upon our
appointment of a successor preferred stock depositary. We must appoint a
successor preferred stock depositary within 60 days after delivery of the notice
of resignation or removal, and any preferred stock depositary must be a bank or
trust company having its principal office in the United States and having a
combined capital and surplus of at least $50,000,000.
MISCELLANEOUS
The preferred stock depositary will forward to holders of depositary
receipts any reports and communications the preferred stock depositary receives
from us relating to the preferred stock.
We will not be liable, nor will the preferred stock depositary be
liable, if we are prevented from or delayed in, by law or any circumstances
beyond our control, performing our obligations under the deposit agreement. Our
obligations and the obligations of the preferred stock depositary under the
deposit agreement will be limited to performing our duties in good faith and
without negligence (in the case of any action or inaction in the voting of
preferred stock represented by the depositary shares), gross negligence or
willful misconduct. We will not be obligated, nor will the preferred stock
depositary be obligated, to prosecute or defend any legal proceeding in respect
of any depositary receipts, depositary shares or shares of preferred stock
represented thereby unless satisfactory indemnity is furnished to us. We may
rely, and the preferred stock depositary may rely, on written advice of counsel
or accountants, or information provided by persons presenting shares of
preferred stock represented thereby for deposit, holders of depositary receipts
or other persons we believe in good faith to be competent to give such
information, and on documents we believe in good faith to be genuine and signed
by a proper party.
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In the event the preferred stock depositary receives conflicting
claims, requests or instructions from holders of depositary receipts, on the one
hand, and us, on the other hand, the preferred stock depositary will be entitled
to act on such claims, requests or instructions received from us.
DESCRIPTION OF DEBT SECURITIES OF EMMIS
We may issue senior or subordinated debt securities. The senior debt
securities will constitute part of our senior debt, will be issued under a
senior debt indenture, and will rank on a parity with all of our other unsecured
and unsubordinated debt. The subordinated debt securities will be issued under a
subordinated debt indenture, and will be subordinate and junior in right of
payment, as set forth in the subordinated debt indenture, to all of our senior
indebtedness. If this prospectus is being delivered in connection with a series
of subordinated debt securities, the accompanying prospectus supplement or the
information we incorporate in this prospectus by reference will indicate the
approximate amount of senior indebtedness outstanding as of the end of the most
recent fiscal quarter. We refer to our senior debt indenture and our
subordinated debt indenture individually as an "indenture" and collectively as
the "indentures." The forms of the indentures are exhibits to the registration
statement we filed with the SEC, of which this prospectus is a part.
We have summarized below the material provisions of the indentures and
the debt securities, or indicated which material provisions will be described in
the related prospectus supplement. These descriptions are only summaries, and
each investor should refer to the applicable indenture, which describes
completely the terms and definitions summarized below and contains additional
information regarding the debt securities. Any reference to particular sections
or defined terms of the applicable indenture in any statement under this heading
qualifies the entire statement and incorporates by reference the applicable
section or definition into that statement.
GENERAL
The debt securities that may be offered under the indentures are not
limited in aggregate principal amount. We may issue debt securities at one or
more times in one or more series. Each series of debt securities may have
different terms. The terms of any series of debt securities will be described
in, or determined by action taken pursuant to, a resolution of our board of
directors or in a supplement to the indenture relating to that series.
The prospectus supplement, including any related pricing supplement,
relating to any series of debt securities that we may offer will state the price
or prices at which the debt securities will be offered, and will contain the
specific terms of that series. These terms may include the following:
o the title of the series of debt securities;
o whether the debt securities are senior debt securities or
subordinated debt securities or any combination thereof;
o the purchase price, denomination and any limit on the
aggregate principal amount of the debt securities;
o the date or dates on which principal and premium, if any, on
the debt securities will be payable;
o the terms and conditions, if any, under which the debt
securities may be converted into or exchanged for Class A
common stock or other securities;
o the rate or rates at which the debt securities will bear
interest, if any, or the method of calculating the rate or
rates of interest, the date or dates from which interest will
accrue or the
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method by which the date or dates will be determined, the
dates on which interest will be payable, and any regular
record date for payment of interest;
o the place or places where the principal of, premium, if any,
and interest on the debt securities will be payable;
o any covenants to which Emmis may be subject with respect to
the debt securities;
o the place or places where the debt securities may be exchanged
or transferred;
o the terms and conditions upon which we may redeem the debt
securities, in whole or in part, at our option;
o the terms and conditions upon which we may be obligated to
redeem or purchase the debt securities under any sinking fund
or similar provisions or upon the happening of a specified
event or at the option of a holder;
o the denominations in which the debt securities will be
issuable, if other than denominations of $1,000 and any
integral multiple of $1,000;
o if other than U.S. dollars, the currency or currencies,
including the currency unit or units, in which payments of
principal of, premium, if any, and interest on the debt
securities will or may be payable, or in which the debt
securities shall be denominated, and any particular related
provisions;
o if we or a holder may elect that payments of principal of,
premium, if any, or interest on the debt securities be made in
a currency or currencies, including currency unit or units,
other than that in which the debt securities are denominated
or designated to be payable, the currency or currencies in
which such payments are to be made, including the terms and
conditions applicable to any payments and the manner in which
the exchange rate with respect to such payments will be
determined, and any particular related provisions;
o if the amount of payments of principal of, premium, if any,
and interest on debt securities are determined with reference
to an index, formula or other method, which may be based,
without limitation, on a currency or currencies other than
that in which the debt securities are denominated or
designated to be payable, the index, formula or other method
by which the amounts will be determined;
o if other than the full principal amount, the portion of the
principal amount of the debt securities which will be payable
upon declaration of acceleration of maturity;
o the applicability of the provisions described in "--Defeasance
and Covenant Defeasance" below;
o whether the subordination provisions summarized below or
different subordination provisions will apply to any debt
securities that are subordinated debt securities;
o the events of default;
o any agents for the debt securities, including trustees,
depositories, authenticating or paying agents, transfer agents
or registrars;
o any provisions relating to the satisfaction and discharge of
the debt securities;
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o if we will issue the debt securities in whole or in part in
the form of global securities; and
o any other terms of the debt securities.
The debt securities may be offered and sold at a substantial discount
below their stated principal amount and may be "original issue discount
securities." "Original issue discount securities" will bear no interest or
interest at a rate below the prevailing market rate at the time of issuance. In
addition, less than the entire principal amount of these securities will be
payable upon declaration of acceleration of their maturity. We will describe any
United States federal income tax consequences and other special considerations
applicable to any such original issue discount securities in the applicable
prospectus supplement.
EXCHANGE, REGISTRATION, TRANSFER AND PAYMENT
Unless otherwise indicated in the applicable prospectus supplement, the
principal of, premium, if any, and interest on the debt securities will be
payable, and the exchange of and the transfer of debt securities will be
registrable, at our office or agency maintained for such purpose in New York and
at any other office or agency maintained for that purpose. We will issue the
debt securities in denominations of $1,000 or integral multiples of $1,000.
Unless otherwise provided in the debt securities to be transferred or exchanged,
no service charge will be made for any registration of transfer or exchange of
the debt securities, but we may require payment of a sum sufficient to cover any
tax or other governmental charge imposed because of the transactions.
All money paid by us to a paying agent for the payment of principal of,
premium, if any, or interest on any debt security which remains unclaimed for
one year after the principal, premium or interest has become due and payable may
be repaid to us, and thereafter the holder of the debt security may look only to
us for payment of those amounts.
In the event of any redemption, we will not be required to (a) issue,
register the transfer of or exchange the debt securities of any series during a
period beginning 15 days before the mailing of a notice of redemption of debt
securities of that series to be redeemed and ending on the date of the mailing
or (b) register the transfer of or exchange any debt security, or portion
thereof, called for redemption, except the unredeemed portion of any debt
security being redeemed in part.
GLOBAL DEBT SECURITIES AND BOOK-ENTRY SYSTEM
The following provisions will apply to the debt securities of any
series if the prospectus supplement relating to such series so indicates.
Unless otherwise indicated in the applicable prospectus supplement, the
debt securities of that series will be issued in book-entry form and will be
represented by one or more global securities registered in the name of The
Depository Trust Company, New York, or its nominee. This means that we will not
issue certificates to each holder. Each global security will be issued to DTC,
which will keep a computerized record of its participants, such as your broker,
whose clients have purchased debt securities. Each participant will then keep a
record of its clients who purchased the debt securities. Unless it is exchanged
in whole or in part for a certificate, a global security may not be transferred,
except that DTC, its nominees, and their successors may transfer a global
security as a whole to one another.
Beneficial interests in global securities will be shown on, and
transfers of global securities will be made only through, records maintained by
DTC and its participants. If you are not a participant in DTC, you may
beneficially own debt securities held by DTC only through a participant.
The laws of some states require that certain purchasers of securities
take physical delivery of the securities in definitive form. These limits and
laws may impair the ability to transfer beneficial interests in a global
security.
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DTC is a limited-purpose trust company organized under the New York
Banking Law, a "banking organization" within the meaning of the New York Banking
Law, a member of the United States Federal Reserve System, a "clearing
corporation" within the meaning of the New York Uniform Commercial Code and a
"clearing agency" registered under the provisions of Section 17A of the
Securities Exchange Act. DTC holds the securities that its participants deposit.
DTC also records the settlement among participants of securities transactions,
such as transfers and pledges, in deposited securities through computerized
records for participants' accounts. This eliminates the need to exchange
certificates. Participants include securities brokers and dealers, banks, trust
companies, clearing corporations and certain other organizations. The rules that
apply to DTC and its participants are on file with the SEC.
DTC's book-entry system is also used by other organizations such as
securities brokers and dealers, banks and trust companies that work through a
participant.
DTC is owned by a number of its participants and by the New York Stock
Exchange, Inc., the American Stock Exchange, Inc. and the National Association
of Securities Dealers, Inc.
We will wire payments of principal, premium, if any, and interest to
DTC's nominee. We and the trustee will treat DTC's nominee as the owner of the
global securities for all purposes. Accordingly, we, the trustee and any paying
agent will have no direct responsibility or liability to pay amounts due on the
global securities to owners of beneficial interests in the global securities.
It is DTC's current practice, upon receipt of any payment of principal
or interest, to credit participants' accounts on the payment date according to
their respective holdings of beneficial interests in the global securities as
shown on DTC's records. In addition, it is DTC's current practice to assign any
consenting or voting rights to participants whose accounts are credited with
debt securities on a record date, by using an omnibus proxy. Payments by
participants to owners of beneficial interests in the global securities, and
voting by participants, will be governed by the customary practices between the
participants and owners of beneficial interests, as is the case with debt
securities held for the account of customers registered in "street name."
However, payments will be the responsibility of the participants and not of DTC,
the trustee or us.
So long as DTC or its nominee is the registered owner of a global
security, DTC or that nominee, as the case may be, will be considered the sole
owner or holder of the debt securities represented by that global security for
all purposes under the indenture. Owners of beneficial interests in a global
security (a) will not be entitled to have the debt securities represented by
that global security registered in their names, (b) will not receive or be
entitled to receive physical delivery of the debt securities in definitive form,
and (c) will not be considered the owners or holders of the debt securities
under the indenture. We will issue debt securities of any series then
represented by global securities in definitive form in exchange for those global
securities if:
o DTC notifies us that it is unwilling or unable to continue as
depositary or if DTC ceases to be a clearing agency registered
under applicable law and a successor depositary is not
appointed by us within 90 days; or
o we determine not to require all of the debt securities of a
series to be represented by a global security.
If we issue debt securities in definitive form in exchange for a global
security, an owner of a beneficial interest in the global security will be
entitled to have debt securities equal in principal amount to the beneficial
interest registered in its name and will be entitled to physical delivery of
those debt securities in definitive form. Debt securities issued in definitive
form will, except as set forth in the applicable prospectus supplement, be
issued in denominations of $1,000 and any multiple of $1,000 and will be issued
in registered form only, without coupons.
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INDENTURES
Debt securities that will be senior debt will be issued under a senior
indenture between us and The Bank of Nova Scotia Trust Company of New York, as
trustee. We call that indenture, as it may be supplemented from time to time,
the Senior Debt Indenture. Debt securities that will be subordinated debt will
be issued under a subordinated indenture between us and The Bank of Nova Scotia
Trust Company of New York, as trustee. We call that indenture, as it may be
supplemented from time to time, the Subordinated Debt Indenture. We refer to The
Bank of Nova Scotia Trust Company of New York as the "senior debt indenture
trustee" or as the "subordinated debt indenture trustee" as the context may
require.
SUBORDINATION OF SUBORDINATED DEBT SECURITIES
Holders of subordinated debt securities should recognize that
contractual provisions in the Subordinated Debt Indenture may prohibit us from
making payments on these securities. Subordinated debt securities are
subordinate and junior in right of payment, to the extent and in the manner
stated in the Subordinated Debt Indenture, to all of our senior indebtedness.
Unless otherwise provided in the applicable prospectus supplement, the
subordination provisions of the Subordinated Debt Indenture will apply to
subordinated debt securities. The Subordinated Debt Indenture provides that,
unless all principal of and any premium or interest on the senior indebtedness
has been paid in full, or provision has been made to make these payments in
full, no payment of principal of, or any premium or interest on, any
subordinated debt securities may be made in the event:
o of any insolvency or bankruptcy proceedings, or any
receivership, liquidation, reorganization or other similar
proceedings involving us or a substantial part of our
property;
o that (a) a default has occurred in the payment of principal,
any premium, interest or other monetary amounts due and
payable on any senior indebtedness or (b) there has occurred
any other event of default concerning senior indebtedness,
that permits the holder or holders of the senior indebtedness
to accelerate the maturity of the senior indebtedness, with
notice or passage of time, or both, and that event of default
has continued beyond the applicable grace period, if any, and
that default or event of default has not been cured or waived
or has not ceased to exist; or
o that the principal of and accrued interest on any subordinated
debt securities have been declared due and payable upon an
event of default as defined under the Subordinated Debt
Indenture and that declaration has not been rescinded and
annulled as provided under the Subordinated Debt Indenture.
CONSOLIDATION, MERGER AND SALE OF ASSETS
We may not consolidate or merge with or into any other person,
including any other entity, or convey, transfer or lease all or substantially
all of our properties and assets to any person or group of affiliated persons
unless:
o we are the continuing corporation or the person, if other than
us, formed by such consolidation or with which or into which
we are merged or the person to which all or substantially all
our properties and assets are conveyed, transferred or leased
is a corporation or other entity organized and existing under
the laws of the United States, any of its States or the
District of Columbia and expressly assumes our obligations
under the debt securities and each indenture; and
o immediately after giving effect to the transaction, there is
no default and no event of default under the relevant
indenture.
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If we consolidate with or merge into any other corporation or entity or
convey, transfer or lease all or substantially all of our property and assets as
described in the preceding paragraph, the successor corporation or entity shall
succeed to and be substituted for us, and may exercise our rights and powers
under the indentures, and thereafter, except in the case of a lease, we will be
relieved of all obligations and covenants under the indentures and all
outstanding debt securities.
EVENTS OF DEFAULT
Unless otherwise specified in the applicable prospectus supplement,
"events of default" under each indenture with respect to debt securities of any
series will include:
o default in the payment of interest on any debt security of
that series when due that continues for a period of 30 days;
o default in the payment of principal of or premium on any debt
security of that series when due;
o default in the deposit of any sinking fund payment on that
series for five days after it becomes due;
o failure to comply with any of our other agreements contained
in the indenture for a period of 60 days after written notice
to us in accordance with the terms of the indenture;
o failure to pay when due the principal of, or acceleration of,
any indebtedness for money borrowed by us in excess of the
amount specified in the indenture, if the indebtedness is not
discharged, or the acceleration is not annulled, within 30
days of our receiving written notice of the failure in
accordance with the indenture;
o certain events of bankruptcy, insolvency or reorganization;
and
o any other events of default specified in the applicable
prospectus supplement.
No event of default with respect to a particular series of debt
securities, except as to certain events involving bankruptcy, insolvency or
reorganization with respect to us, necessarily constitutes an event of default
with respect to any other series of debt securities.
In general, each indenture obligates the trustee to give notice of a
default with respect to a series of debt securities to the holders of that
series. The trustee may withhold notice of any default, except a default in
payment on any debt security, if the trustee determines it is in the best
interest of the holders of that series to do so.
If there is a continuing event of default, the trustee or the holders
of at least 25% in aggregate principal amount of the then outstanding debt
securities of an affected series may require us to repay immediately the unpaid
principal, or if the debt securities of that series are original issue discount
securities, the portion of the principal amount as may be specified in the terms
of that series, of and interest on all debt securities of that series. Subject
to certain conditions, the holders of a majority in principal amount of the debt
securities of a series may rescind our obligation to accelerate repayment and
may waive past defaults, except a default in payment of the principal of and
premium, if any, and interest on any debt security of that series and some
covenant defaults under the terms of that series.
Under the terms of each indenture, the trustee may refuse to enforce
the indenture or the debt securities unless it first receives satisfactory
security or indemnity from the holders of debt securities. Subject to
limitations specified in each indenture, the holders of a majority in principal
amount of the debt securities of any series will have the right to direct the
time, method and place of conducting any proceeding for any remedy available to
the trustee or exercising any trust or power conferred on the trustee.
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No holder of any debt security of any series will have any right to
institute any proceeding, judicial or otherwise, with respect to each indenture
or for the appointment of a receiver or trustee, or for any other remedy under
each indenture except as set forth in the applicable prospectus supplement.
Notwithstanding the foregoing, the holder of any debt security will
have an absolute and unconditional right to receive payment of the principal of
and premium, if any, and interest on the debt security on or after the due dates
expressed in the debt security and to institute suit for the enforcement of any
such payment.
Each indenture requires us to furnish to the trustee annually a
certificate as to our compliance with such indenture.
SATISFACTION AND DISCHARGE
We can discharge or defease our obligations under the indentures as
stated below or as provided in the applicable prospectus supplement.
Unless otherwise provided in the applicable prospectus supplement, we
may discharge obligations to holders of any series of debt securities that have
not already been delivered to the trustee for cancellation and that have either
become due and payable or are by their terms to become due and payable, or are
scheduled for redemption, within one year. We may effect a discharge by
irrevocably depositing with the trustee cash or United States government
obligations, as trust funds, in an amount certified to be enough to pay when
due, whether at maturity, upon redemption or otherwise, the principal of,
premium, if any, and interest on the debt securities and any mandatory sinking
fund payments.
MODIFICATION OF THE INDENTURES
Each indenture permits us and the relevant trustee to amend the
indenture without the consent of the holders of any of the debt securities:
o to evidence the succession of another corporation and the
assumption of our covenants under such indenture and the debt
securities;
o to add to our covenants or to the events of default or to make
certain other changes which would not adversely affect in any
material respect the holder of any outstanding debt
securities;
o to cure any ambiguity, defect or inconsistency; and
o for other purposes as described in each indenture.
Each indenture also permits us and the trustee, with the consent of the
holders of a majority in principal amount of the debt securities of each series
affected by the amendment, with each such series voting as a class, to add any
provisions to or change or eliminate any of the provisions of such indenture or
any supplemental indenture or to modify the rights of the holders of debt
securities of each series, provided, however, that, without the consent of the
holder of each debt security so affected, no such amendment may:
o change the maturity of the principal of or premium, if any, or
any installment of principal or interest on any debt security;
o reduce the principal amount of any debt security, or the rate
of interest or any premium payable upon the redemption,
repurchase or repayment of any debt security, or change the
manner in which the amount of any of the foregoing is
determined;
o reduce the amount of principal payable upon acceleration of
maturity;
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o change the place of payment where, or the currency or currency
unit in which, any debt security or any premium or interest on
the debt security is payable;
o reduce the percentage in principal amount of affected debt
securities the consent of whose holders is required for
amendment of the indenture or for waiver of compliance with
some provisions of the indenture or for waiver of some
defaults; or
o modify the provisions relating to waiver of some defaults or
any of the provisions relating to amendment of the indenture
except to increase the percentage required for consent or to
provide that some other provisions of the indenture may not be
modified or waived.
The holders of a majority in principal amount of the debt securities of
any series may, on behalf of the holders of all debt securities of that series,
waive, insofar as is applicable to that series, our compliance with some
restrictive provisions of the indentures.
We may not amend the Subordinated Debt Indenture to alter the
subordination of any outstanding subordinated debt securities in a manner
adverse to the holders of senior indebtedness without the written consent of the
holders of senior indebtedness then outstanding under the terms of such senior
indebtedness.
DEFEASANCE AND COVENANT DEFEASANCE
Except as provided in the applicable prospectus supplement, we may
elect either
o to be discharged from all our obligations in respect of debt
securities of any series, except for our obligations to
register the transfer or exchange of debt securities, to
replace temporary, destroyed, stolen, lost or mutilated debt
securities, to maintain paying agencies and to hold monies for
payment in trust (we will refer to this discharge as
"defeasance"), or
o to be released from our obligations to comply with some
restrictive covenants applicable to the debt securities of any
series (we will refer to this release as "covenant
defeasance");
in either case upon the deposit with the trustee, or other qualifying trustee,
in trust, of money and/or U.S. government obligations which will provide money
sufficient to pay all principal of and any premium and interest on the debt
securities of that series when due. We may establish such a trust only if, among
other things, we have received an opinion of counsel to the effect that the
holders of debt securities of the series (a) will not recognize income, gain or
loss for federal income tax purposes as a result of the deposit, defeasance or
covenant defeasance and (b) will be subject to federal income tax on the same
amounts, and in the same manner and at the same times as would have been the
case if the deposit, defeasance or covenant defeasance had not occurred. The
opinion, in the case of defeasance under the first bullet point above, must
refer to and be based upon a ruling of the Internal Revenue Service or a change
in applicable federal income tax laws occurring after the date of the relevant
indenture.
We may exercise the defeasance option with respect to debt securities
notwithstanding our prior exercise of the covenant defeasance option. If we
exercise the defeasance option, payment of the debt securities may not be
accelerated because of a default. If we exercise the covenant defeasance option,
payment of the debt securities may not be accelerated by reason of a default
with respect to the covenants to which covenant defeasance is applicable.
However, if the acceleration were to occur by reason of another default, the
realizable value at the acceleration date of the money and U.S. government
obligations in the defeasance trust could be less than the principal and
interest then due on the debt securities, in that the required deposit in the
defeasance trust is based upon scheduled cash flow rather than market value,
which will vary depending upon interest rates and other factors.
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CONVERSION RIGHTS
The terms and conditions, if any, on which debt securities being
offered are convertible into common stock or other of our securities will be set
forth in an applicable prospectus supplement. Those terms will include the
conversion price, the conversion period, provisions as to whether conversion
will be at the option of the holder or us, the events requiring an adjustment of
the conversion price and provisions affecting conversion in the event that the
debt securities are redeemed.
REGARDING THE TRUSTEE
The Bank of Nova Scotia Trust Company of New York will serve as the
senior debt indenture trustee and as the subordinated debt indenture trustee.
The Bank of Nova Scotia Trust Company of New York currently serves as trustee
under the indenture governing our senior discount notes.
Each indenture contains limitations on the rights of the trustee,
should the trustee become our creditor, to obtain payment of claims in some
cases, or to realize on specified property received in respect of these claims,
as security or otherwise. The trustee and its affiliates may engage in, and will
be permitted to continue to engage in, other transactions with us and our
affiliates, provided, however, that if it acquires any conflicting interest as
described under the Trust Indenture Act of 1939, it must eliminate the conflict
or resign.
DESCRIPTION OF WARRANTS OF EMMIS
Emmis may issue warrants to purchase shares of Class A common stock,
preferred stock or debt securities. Warrants may be issued, subject to
regulatory approvals, independently or together with any shares of common stock,
preferred stock or debt securities and may be attached to or separate from such
shares of common stock or preferred stock or debt securities. Each series of
warrants will be issued under a separate warrant agreement (each, a "Warrant
Agreement") to be entered into between Emmis and a warrant agent (each, a
"Warrant Agent"). The Warrant Agent will act solely as an agent of Emmis in
connection with the Warrants of such series and will not assume any obligation
or relationship of agency or trust for or with any holders or beneficial owners
of warrants. The following sets forth certain general terms and provisions of
the warrants offered hereby. Further terms of the warrants and the applicable
Warrant Agreement will be set forth in the applicable prospectus supplement.
The applicable prospectus supplement will describe the following terms
of any warrants in respect of which this prospectus is being delivered:
o the title of the warrants;
o the securities (which may include shares of Class A common
stock or preferred stock or debt securities) for which the
warrants are exercisable;
o the price or prices at which the warrants will be issued;
o the periods during which the warrants are exercisable;
o the number of shares of Class A common stock or preferred
stock or the amount of debt securities for which each warrant
is exercisable;
o the exercise price for the warrants, including any changes to
or adjustments in the exercise price;
o the currency or currencies, including composite currencies, in
which the exercise price of the warrants may be payable;
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o if applicable, the designation and terms of the series of
preferred stock with which the warrants are issued;
o if applicable, the terms of the debt securities with which the
warrants are issued;
o the number of warrants issued with each share of Class A
common stock or preferred stock;
o if applicable, the date on and after which the warrants and
the related Class A common stock, preferred stock or debt
securities will be separately transferable;
o any listing of the warrants on a securities exchange;
o if applicable, a discussion of material United States federal
income tax consequences and other special considerations with
respect to any warrants; and
o any other terms of the warrants, including terms, procedures
and limitations relating to the transferability, exchange and
exercise of such warrants.
DESCRIPTION OF DEBT SECURITIES OF OPERATING COMPANY
Operating Company may issue senior or subordinated debt securities. The
senior debt securities will constitute part of its senior debt, will be issued
under a senior debt indenture and will rank on a parity with all of its other
unsecured and unsubordinated debt. The subordinated debt securities will be
issued under its subordinated debt indenture and will be subordinate and junior
in right of payment, as set forth in the subordinated debt indenture, to all of
Operating Company's senior indebtedness. If this prospectus is being delivered
in connection with a series of subordinated debt securities, the accompanying
prospectus supplement or the information we incorporate in this prospectus by
reference will indicate the approximate amount of senior indebtedness
outstanding as of the end of the most recent fiscal quarter. Operating Company
refers to its senior debt indenture and its subordinated debt indenture
individually as an "indenture" and collectively as the "indentures." The forms
of the indentures are exhibits to the registration statement Operating Company
filed with the SEC, of which this prospectus is a part.
Operating Company has summarized below the material provisions of the
indentures and the debt securities, or indicated which material provisions will
be described in the related prospectus supplement. These descriptions are only
summaries, and each investor should refer to the applicable indenture, which
describes completely the terms and definitions summarized below and contains
additional information regarding the debt securities. Any reference to
particular sections or defined terms of the applicable indenture in any
statement under this heading qualifies the entire statement and incorporates by
reference the applicable section or definition into that statement.
GENERAL
The debt securities that may be offered under the indentures are not
limited in aggregate principal amount. Operating Company may issue debt
securities at one or more times in one or more series. Each series of debt
securities may have different terms. The terms of any series of debt securities
will be described in, or determined by action taken pursuant to, a resolution of
Operating Company's board of directors or in a supplement to the indenture
relating to that series.
The prospectus supplement, including any related pricing supplement,
relating to any series of debt securities that Operating Company may offer will
state the price or prices at which the debt securities will be offered, and will
contain the specific terms of that series. These terms may include the
following:
o the title of the series of debt securities;
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o whether the debt securities are senior debt securities or
subordinated debt securities or any combination thereof;
o the purchase price, denomination and any limit on the
aggregate principal amount of the debt securities;
o the date or dates on which principal and premium, if any, on
the debt securities will be payable;
o the terms and conditions, if any, under which the debt
securities may be converted into or exchanged for common stock
or other securities;
o the rate or rates at which the debt securities will bear
interest, if any, or the method of calculating the rate or
rates of interest, the date or dates from which interest will
accrue or the method by which the date or dates will be
determined, the dates on which interest will be payable, and
any regular record date for payment of interest;
o the place or places where the principal of, premium, if any,
and interest on the debt securities will be payable;
o any covenant to which Operating Company may be subject with
respect to the debt securities,
o the place or places where the debt securities may be exchanged
or transferred;
o the terms and conditions upon which Operating Company may
redeem the debt securities, in whole or in part, at our
option;
o the terms and conditions upon which Operating Company may be
obligated to redeem or purchase the debt securities under any
sinking fund or similar provisions or upon the happening of a
specified event or at the option of a holder;
o the denominations in which the debt securities will be
issuable, if other than denominations of $1,000 and any
integral multiple of $1,000;
o if other than U.S. dollars, the currency or currencies,
including the currency unit or units, in which payments of
principal of, premium, if any, and interest on the debt
securities will or may be payable, or in which the debt
securities shall be denominated, and any particular related
provisions;
o if Operating Company or a holder may elect that payments of
principal of, premium, if any, or interest on the debt
securities be made in a currency or currencies, including
currency unit or units, other than that in which the debt
securities are denominated or designated to be payable, the
currency or currencies in which such payments are to be made,
including the terms and conditions applicable to any payments
and the manner in which the exchange rate with respect to such
payments will be determined, and any particular related
provisions;
o if the amount of payments of principal of, premium, if any,
and interest on debt securities are determined with reference
to an index, formula or other method, which may be based,
without limitation, on a currency or currencies other than
that in which the debt securities are denominated or
designated to be payable, the index, formula or other method
by which the amounts will be determined;
o if other than the full principal amount, the portion of the
principal amount of the debt securities which will be payable
upon declaration of acceleration of maturity;
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o the applicability of the provisions described in "--Defeasance
and Covenant Defeasance" below'
o the events of default;
o whether the subordination provisions summarized below or
different subordination provisions will apply to any debt
securities that are subordinated debt securities;
o any agents for the debt securities, including trustees,
depositories, authenticating or paying agents, transfer agents
or registrars;
o any provisions relating to the satisfaction and discharge of
the debt securities;
o if we will issue the debt securities in whole or in part in
the form of global securities; and
o any other terms of the debt securities.
The debt securities may be offered and sold at a substantial discount
below their stated principal amount and may be "original issue discount
securities." "Original issue discount securities" will bear no interest or
interest at a rate below the prevailing market rate at the time of issuance. In
addition, less than the entire principal amount of these securities will be
payable upon declaration of acceleration of their maturity. Operating Company
will describe any United States federal income tax consequences and other
special considerations applicable to any such original issue discount securities
in the applicable prospectus supplement.
EXCHANGE, REGISTRATION, TRANSFER AND PAYMENT
Unless otherwise indicated in the applicable prospectus supplement, the
principal of, premium, if any, and interest on the debt securities will be
payable, and the exchange of and the transfer of debt securities will be
registrable, at the office or agency maintained by Operating Company for such
purpose in New York and at any other office or agency maintained for that
purpose. Operating Company will issue the debt securities in denominations of
$1,000 or integral multiples of $1,000. Unless otherwise provided in the debt
securities to be transferred or exchanged, no service charge will be made for
any registration of transfer or exchange of the debt securities, but Operating
Company may require payment of a sum sufficient to cover any tax or other
governmental charge imposed because of the transactions.
All money paid by Operating Company to a paying agent for the payment
of principal of, premium, if any, or interest on any debt security which remains
unclaimed for one year after the principal, premium or interest has become due
and payable may be repaid to Operating Company, and thereafter the holder of the
debt security may look only to Operating Company for payment of those amounts.
In the event of any redemption, Operating Company will not be required
to (a) issue, register the transfer of or exchange the debt securities of any
series during a period beginning 15 days before the mailing of a notice of
redemption of debt securities of that series to be redeemed and ending on the
date of the mailing or (b) register the transfer of or exchange any debt
security, or portion thereof, called for redemption, except the unredeemed
portion of any debt security being redeemed in part.
GLOBAL DEBT SECURITIES AND BOOK-ENTRY SYSTEM
The following provisions will apply to the debt securities of any
series if the prospectus supplement relating to such series so indicates.
Unless otherwise indicated in the applicable prospectus supplement, the
debt securities of that series will be issued in book-entry form and will be
represented by one or more global securities registered
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in the name of The Depository Trust Company, New York, or its nominee. This
means that Operating Company will not issue certificates to each holder. Each
global security will be issued to DTC, which will keep a computerized record of
its participants, such as your broker, whose clients have purchased debt
securities. Each participant will then keep a record of its clients who
purchased the debt securities. Unless it is exchanged in whole or in part for a
certificate, a global security may not be transferred, except that DTC, its
nominees, and their successors may transfer a global security as a whole to one
another.
Beneficial interests in global securities will be shown on, and
transfers of global securities will be made only through, records maintained by
DTC and its participants. If you are not a participant in DTC, you may
beneficially own debt securities held by DTC only through a participant.
The laws of some states require that certain purchasers of securities
take physical delivery of the securities in definitive form. These limits and
laws may impair the ability to transfer beneficial interests in a global
security.
DTC is a limited-purpose trust company organized under the New York
Banking Law, a "banking organization" within the meaning of the New York Banking
Law, a member of the United States Federal Reserve System, a "clearing
corporation" within the meaning of the New York Uniform Commercial Code and a
"clearing agency" registered under the provisions of Section 17A of the
Securities Exchange Act. DTC holds the securities that its participants deposit.
DTC also records the settlement among participants of securities transactions,
such as transfers and pledges, in deposited securities through computerized
records for participants' accounts. This eliminates the need to exchange
certificates. Participants include securities brokers and dealers, banks, trust
companies, clearing corporations and certain other organizations. The rules that
apply to DTC and its participants are on file with the SEC.
DTC's book-entry system is also used by other organizations such as
securities brokers and dealers, banks and trust companies that work through a
participant.
DTC is owned by a number of its participants and by the New York Stock
Exchange, Inc., the American Stock Exchange, Inc. and the National Association
of Securities Dealers, Inc.
Operating Company will wire payments of principal, premium, if any, and
interest to DTC's nominee. Operating Company and the trustee will treat DTC's
nominee as the owner of the global securities for all purposes. Accordingly,
Operating Company, the trustee and any paying agent will have no direct
responsibility or liability to pay amounts due on the global securities to
owners of beneficial interests in the global securities.
It is DTC's current practice, upon receipt of any payment of principal
or interest, to credit participants' accounts on the payment date according to
their respective holdings of beneficial interests in the global securities as
shown on DTC's records. In addition, it is DTC's current practice to assign any
consenting or voting rights to participants whose accounts are credited with
debt securities on a record date, by using an omnibus proxy. Payments by
participants to owners of beneficial interests in the global securities, and
voting by participants, will be governed by the customary practices between the
participants and owners of beneficial interests, as is the case with debt
securities held for the account of customers registered in "street name."
However, payments will be the responsibility of the participants and not of DTC,
the trustee or Operating Company.
So long as DTC or its nominee is the registered owner of a global
security, DTC or that nominee, as the case may be, will be considered the sole
owner or holder of the debt securities represented by that global security for
all purposes under the indenture. Owners of beneficial interests in a global
security (a) will not be entitled to have the debt securities represented by
that global security registered in their names, (b) will not receive or be
entitled to receive physical delivery of the debt securities in definitive form,
and (c) will not be considered the owners or holders of the debt securities
under the indenture. Operating Company will issue debt securities of any series
then represented by global securities in definitive form in exchange for those
global securities if:
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o DTC notifies Operating Company that it is unwilling or unable
to continue as depositary or if DTC ceases to be a clearing
agency registered under applicable law and a successor
depositary is not appointed by Operating Company within 90
days; or
o Operating Company determine not to require all of the debt
securities of a series to be represented by a global security.
If Operating Company issues debt securities in definitive form in
exchange for a global security, an owner of a beneficial interest in the global
security will be entitled to have debt securities equal in principal amount to
the beneficial interest registered in its name and will be entitled to physical
delivery of those debt securities in definitive form. Debt securities issued in
definitive form will, except as set forth in the applicable prospectus
supplement, be issued in denominations of $1,000 and any multiple of $1,000 and
will be issued in registered form only, without coupons.
INDENTURES
Debt securities that will be senior debt will be issued under a senior
indenture between us and The Bank of Nova Scotia Trust Company of New York, as
trustee. Operating Company calls that indenture, as it may be supplemented from
time to time, the Senior Debt Indenture. Debt securities that will be
subordinated debt will be issued under a Subordinated Indenture between
Operating Company and The Bank of Nova Scotia Trust Company of New York, as
trustee. Operating Company calls that indenture, as it may be supplemented from
time to time, the Subordinated Debt Indenture. Operating Company refers to The
Bank of Nova Scotia Trust Company of New York as the "senior debt indenture
trustee" or as the "subordinated debt indenture trustee" as the context may
require.
SUBORDINATION OF SUBORDINATED DEBT SECURITIES
Holders of subordinated debt securities should recognize that
contractual provisions in the Subordinated Debt Indenture may prohibit Operating
Company from making payments on these securities. Subordinated debt securities
are subordinate and junior in right of payment, to the extent and in the manner
stated in the Subordinated Debt Indenture, to all of the senior indebtedness of
Operating Company as defined in the Subordinated Debt Indenture.
Unless otherwise provided in the applicable prospectus supplement, the
subordination provisions of the Subordinated Debt Indenture will apply to
subordinated debt securities. The Subordinated Debt Indenture provides that,
unless all principal of and any premium or interest on the senior indebtedness
has been paid in full, or provision has been made to make these payments in
full, no payment of principal of, or any premium or interest on, any
subordinated debt securities may be made in the event:
o of any insolvency or bankruptcy proceedings, or any
receivership, liquidation, reorganization or other similar
proceedings involving us or a substantial part of our
property;
o that (a) a default has occurred in the payment of principal,
any premium, interest or other monetary amounts due and
payable on any senior indebtedness or (b) there has occurred
any other event of default concerning senior indebtedness,
that permits the holder or holders of the senior indebtedness
to accelerate the maturity of the senior indebtedness, with
notice or passage of time, or both, and that event of default
has continued beyond the applicable grace period, if any, and
that default or event of default has not been cured or waived
or has not ceased to exist; or
o that the principal of and accrued interest on any subordinated
debt securities have been declared due and payable upon an
event of default as defined under the Subordinated Debt
Indenture and that declaration has not been rescinded and
annulled as provided under the Subordinated Debt Indenture.
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CONSOLIDATION, MERGER AND SALE OF ASSETS
Operating Company may not consolidate or merge with or into any other
person, including any other entity, or convey, transfer or lease all or
substantially all of our properties and assets to any person or group of
affiliated persons unless:
o Operating Company is the continuing corporation or the person,
if other than Operating Company, formed by such consolidation
or with which or into which Operating Company is merged or the
person to which all or substantially all its properties and
assets are conveyed, transferred or leased is a corporation or
other entity organized and existing under the laws of the
United States, any of its States or the District of Columbia
and expressly assumes Operating Company's obligations under
the debt securities and each indenture; and
o immediately after giving effect to the transaction, there is
no default and no event of default under the relevant
indenture.
If Operating Company consolidates with or merges into any other
corporation or entity or conveys, transfers or leases all or substantially all
of its property and assets as described in the preceding paragraph, the
successor corporation or entity shall succeed to and be substituted for
Operating Company, and may exercise its rights and powers under the indentures,
and thereafter, except in the case of a lease, Operating Company will be
relieved of all obligations and covenants under the indentures and all
outstanding debt securities.
EVENTS OF DEFAULT
Unless otherwise specified in the applicable prospectus supplement,
"events of default" under each indenture with respect to debt securities of any
series will include:
o default in the payment of interest on any debt security of
that series when due that continues for a period of 30 days;
o default in the payment of principal of or premium on any debt
security of that series when due;
o default in the deposit of any sinking fund payment on that
series for five days after it becomes due;
o failure to comply with any of our other agreements contained
in the indenture for a period of 60 days after written notice
to Operating Company in accordance with the terms of the
indenture;
o failure to pay when due the principal of, or acceleration of,
any indebtedness for money borrowed by us in excess of the
amount specified in the indenture, if the indebtedness is not
discharged, or the acceleration is not annulled, within 30
days of Operating Company's receiving written notice of the
failure in accordance with the indenture;
o certain events of bankruptcy, insolvency or reorganization;
and
o any other events of default specified in the applicable
prospectus supplement.
No event of default with respect to a particular series of debt
securities, except as to certain events involving bankruptcy, insolvency or
reorganization with respect to Operating Company, necessarily constitutes an
event of default with respect to any other series of debt securities.
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In general, each indenture obligates the trustee to give notice of a
default with respect to a series of debt securities to the holders of that
series. The trustee may withhold notice of any default, except a default in
payment on any debt security, if the trustee determines it is in the best
interest of the holders of that series to do so.
If there is a continuing event of default, the trustee or the holders
of at least 25% in aggregate principal amount of the then outstanding debt
securities of an affected series may require us to repay immediately the unpaid
principal, or if the debt securities of that series are original issue discount
securities, the portion of the principal amount as may be specified in the terms
of that series, of and interest on all debt securities of that series. Subject
to certain conditions, the holders of a majority in principal amount of the debt
securities of a series may rescind our obligation to accelerate repayment and
may waive past defaults, except a default in payment of the principal of and
premium, if any, and interest on any debt security of that series and some
covenant defaults under the terms of that series.
Under the terms of each indenture, the trustee may refuse to enforce
the indenture or the debt securities unless it first receives satisfactory
security or indemnity from the holders of debt securities. Subject to
limitations specified in each indenture, the holders of a majority in principal
amount of the debt securities of any series will have the right to direct the
time, method and place of conducting any proceeding for any remedy available to
the trustee or exercising any trust or power conferred on the trustee.
No holder of any debt security of any series will have any right to
institute any proceeding, judicial or otherwise, with respect to each indenture
or for the appointment of a receiver or trustee, or for any other remedy under
each indenture except as set forth in the applicable prospectus supplement.
Notwithstanding the foregoing, the holder of any debt security will
have an absolute and unconditional right to receive payment of the principal of
and premium, if any, and interest on the debt security on or after the due dates
expressed in the debt security and to institute suit for the enforcement of any
such payment.
Each indenture requires Operating Company to furnish to the trustee
annually a certificate as to our compliance with such indenture.
SATISFACTION AND DISCHARGE
Operating Company can discharge or defease its obligations under the
indentures as stated below or as provided in the applicable prospectus
supplement.
Unless otherwise provided in the applicable prospectus supplement,
Operating Company may discharge obligations to holders of any series of debt
securities that have not already been delivered to the trustee for cancellation
and that have either become due and payable or are by their terms to become due
and payable, or are scheduled for redemption, within one year. Operating Company
may effect a discharge by irrevocably depositing with the trustee cash or United
States government obligations, as trust funds, in an amount certified to be
enough to pay when due, whether at maturity, upon redemption or otherwise, the
principal of, premium, if any, and interest on the debt securities and any
mandatory sinking fund payments.
MODIFICATION OF THE INDENTURES
Each indenture permits Operating Company and the relevant trustee to
amend the indenture without the consent of the holders of any of the debt
securities
o to evidence the succession of another corporation and the
assumption of Operating Company's covenants under such
indenture and the debt securities;
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33
o to add to our covenants or to the events of default or to make
certain other changes which would not adversely affect in any
material respect the holder of any outstanding debt
securities;
o to cure any ambiguity, defect or inconsistency; and
o for other purposes as described in each indenture.
Each indenture also permits Operating Company and the trustee, with the
consent of the holders of a majority in principal amount of the debt securities
of each series affected by the amendment, with each such series voting as a
class, to add any provisions to or change or eliminate any of the provisions of
such indenture or any supplemental indenture or to modify the rights of the
holders of debt securities of each series, provided, however, that, without the
consent of the holder of each debt security so affected, no such amendment may:
o change the maturity of the principal of or premium, if any, or
any installment of principal or interest on any debt security;
o reduce the principal amount of any debt security, or the rate
of interest or any premium payable upon the redemption,
repurchase or repayment of any debt security, or change the
manner in which the amount of any of the foregoing is
determined;
o reduce the amount of principal payable upon acceleration of
maturity;
o change the place of payment where, or the currency or currency
unit in which, any debt security or any premium or interest on
the debt security is payable;
o reduce the percentage in principal amount of affected debt
securities the consent of whose holders is required for
amendment of the indenture or for waiver of compliance with
some provisions of the indenture or for waiver of some
defaults; or
o modify the provisions relating to waiver of some defaults or
any of the provisions relating to amendment of the indenture
except to increase the percentage required for consent or to
provide that some other provisions of the indenture may not be
modified or waived.
The holders of a majority in principal amount of the debt securities of
any series may, on behalf of the holders of all debt securities of that series,
waive, insofar as is applicable to that series, Operating Company's compliance
with some restrictive provisions of the indentures.
Operating Company may not amend the Subordinated Debt Indenture to
alter the subordination of any outstanding subordinated debt securities in a
manner adverse to the holders of senior indebtedness without the written consent
of the holders of senior indebtedness then outstanding under the terms of such
senior indebtedness.
DEFEASANCE AND COVENANT DEFEASANCE
Except as provided in the applicable prospectus supplement, Operating
Company may elect either
o to be discharged from all our obligations in respect of debt
securities of any series, except for its obligations to
register the transfer or exchange of debt securities, to
replace temporary, destroyed, stolen, lost or mutilated debt
securities, to maintain paying agencies and to hold monies for
payment in trust (we will refer to this discharge as
"defeasance"), or
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34
o to be released from its obligations to comply with some
restrictive covenants applicable to the debt securities of any
series (we will refer to this release as "covenant
defeasance");
in either case upon the deposit with the trustee, or other qualifying trustee,
in trust, of money and/or U.S. government obligations which will provide money
sufficient to pay all principal of and any premium and interest on the debt
securities of that series when due. Operating Company may establish such a trust
only if, among other things, it has received an opinion of counsel to the effect
that the holders of debt securities of the series (a) will not recognize income,
gain or loss for federal income tax purposes as a result of the deposit,
defeasance or covenant defeasance and (b) will be subject to federal income tax
on the same amounts, and in the same manner and at the same times as would have
been the case if the deposit, defeasance or covenant defeasance had not
occurred. The opinion, in the case of defeasance under the first bullet point
above, must refer to and be based upon a ruling of the Internal Revenue Service
or a change in applicable federal income tax laws occurring after the date of
the relevant indenture.
Operating Company may exercise the defeasance option with respect to
debt securities notwithstanding its prior exercise of the covenant defeasance
option. If Operating Company exercises the defeasance option, payment of the
debt securities may not be accelerated because of a default. If we exercise the
covenant defeasance option, payment of the debt securities may not be
accelerated by reason of a default with respect to the covenants to which
covenant defeasance is applicable. However, if the acceleration were to occur by
reason of another default, the realizable value at the acceleration date of the
money and U.S. government obligations in the defeasance trust could be less than
the principal and interest then due on the debt securities, in that the required
deposit in the defeasance trust is based upon scheduled cash flow rather than
market value, which will vary depending upon interest rates and other factors.
CONVERSION RIGHTS
The terms and conditions, if any, on which debt securities being
offered are convertible into common stock or other securities will be set forth
in an applicable prospectus supplement. Such terms will include the conversion
price, the conversion period, provisions as to whether conversion will be at the
option of the holder or Operating Company, the events requiring an adjustment of
the conversion price and provisions affecting conversion in the event that the
debt securities are redeemed.
REGARDING THE TRUSTEE
The Bank of Nova Scotia Trust Company of New York will serve as the
senior debt indenture trustee and as the subordinated debt indenture trustee.
The Bank of Nova Scotia Trust Company of New York currently serves as trustee
under the indenture governing our senior subordinated notes.
Each indenture contains limitations on the rights of the trustee,
should the trustee become our creditor, to obtain payment of claims in some
cases, or to realize on specified property received in respect of these claims,
as security or otherwise. The trustee and its affiliates may engage in, and will
be permitted to continue to engage in, other transactions with us and our
affiliates, provided, however, that if it acquires any conflicting interest as
described under the Trust Indenture Act of 1939, it must eliminate the conflict
or resign.
DESCRIPTION OF THE GUARANTEES
Emmis may from time to time guarantee the obligations of Operating
Company relating to its debt securities issued under this prospectus.
Operating Company may from time to time guarantee the obligations of
Emmis relating to its debt securities issued under this prospectus.
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35
Certain of the direct and indirect wholly-owned subsidiaries of Emmis
may guarantee the obligations of Emmis and/or Operating Company relating to the
debt securities of either of them issued under this prospectus.
The specific terms and provisions of each guarantee, including any
provisions relaxing to the subordination of any guarantee, will be described in
the applicable prospectus supplement. The obligations of each guarantor under
its guarantee will be limited as necessary to seek to prevent that guarantee
from constituting a fraudulent conveyance or fraudulent transfer under
applicable federal or state law.
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36
PLAN OF DISTRIBUTION
We may sell the securities being offered by this prospectus in various
ways, including through agents, through underwriters, through dealers and
directly to one or more other purchasers.
We may designate agents from time to time to solicit offers to purchase
these securities. We will name any such agent, who may be deemed to be an
underwriter as that term is defined in the Securities Act of 1933, as amended,
and state any commissions we are to pay to that agent in the applicable
prospectus supplement. That agent will be acting on a reasonable efforts basis
for the period of its appointment or, if indicated in the applicable prospectus
supplement, on a firm commitment basis.
If we use any underwriters to offer and sell these securities, we will
enter into an underwriting agreement with those underwriters when we and they
determine the offering price of the securities, and we will include the names of
the underwriters and the terms of the transaction in the applicable prospectus
supplement.
If we use a dealer to offer and sell these securities, we will sell the
securities to the dealer, as principal, and will name the dealer in the
applicable prospectus supplement. The dealer may then resell the securities to
the public at varying prices to be determined by that dealer at the time of
resale.
Our net proceeds will be the purchase price in the case of sales to a
dealer, the public offering price less discount in the case of sales to an
underwriter or the purchase price less commission in the case of sales through
an agent -- in each case, less other expenses attributable to issuance and
distribution.
Sales of shares of Class A common stock and other securities also may
be effected from time to time in one or more types of transactions (which may
include block transactions, special offerings, exchange distributions, secondary
distributions or purchases by a broker or dealer) on the Nasdaq National Market
or any other national securities exchange or automated trading and quotation
system on which the Class A common stock or other securities are listed, in the
over-the-counter market, in negotiated transactions, through options
transactions relating to the shares, or a combination of such methods of sale,
at market prices prevailing at the time of sale, at negotiated prices or at
fixed prices. Such transactions may or may not involve brokers or dealers. Any
shares of Class A common stock offered under this prospectus will be listed on
the Nasdaq National Market, subject to notice of issuance.
Each issue of preferred stock, warrants and debt securities will be a
new issue of securities with no established trading market. It has not been
established whether the underwriters, if any, of the securities will make a
market in these securities. If a market in the preferred stock, warrants or debt
securities is made by any such underwriters, such market-making may be
discontinued at any time without notice. We can give no assurance as to the
liquidity of the trading market of these securities.
In order to facilitate the offering of the securities offered under
this prospectus, the underwriters may engage in transactions that stabilize,
maintain or otherwise affect the price of the securities or any other securities
the prices of which may be used to determine payments on these securities.
Specifically, the underwriters may over-allot in connection with the offering,
creating a short position in these securities for their own accounts. In
addition, to cover over-allotments or to stabilize the price of these securities
or of any other securities, the underwriters may bid for, and purchase, these
securities or any other securities in the open market. Finally, in any offering
of the securities through a syndicate of underwriters, the underwriting
syndicate may reclaim selling concessions allowed to an underwriter or a dealer
for distributing these securities in the offering, if the syndicate repurchases
previously distributed securities in transactions to cover syndicate short
positions, in stabilization transactions or otherwise. Any of these activities
may stabilize or maintain the market price of these securities above independent
market levels. The underwriters are not required to engage in these activities,
and may end any of these activities at any time.
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37
If so indicated in the applicable prospectus supplement, one or more
firms, which we refer to as "remarketing firms," acting as principals for their
own accounts or as agents for us, may offer and sell these securities as part of
a remarketing upon their purchase, in accordance with their terms. We will
identify any remarketing firm, the terms of its agreement, if any, with us and
its compensation in the applicable prospectus supplement.
Remarketing firms, agents, underwriters and dealers may be entitled
under agreements with us to indemnification by us against some civil
liabilities, including liabilities under the Securities Act, and may be
customers of, engage in transactions with or perform services for us in the
ordinary course of business.
If so indicated in the prospectus supplement, we will authorize agents,
underwriters or dealers to solicit offers by some purchasers to purchase debt
securities, purchase contracts or units, as the case may be, from us at the
public offering price stated in the prospectus supplement under delayed delivery
contracts providing for payment and delivery on a specified date in the future.
These contracts will be subject to only those conditions described in the
prospectus supplement, and the prospectus supplement will state the commission
payable for solicitation of these offers.
Any underwriter, agent or dealer utilized in the initial offering of
securities will not confirm sales to accounts over which it exercises
discretionary authority without the prior specific written approval of its
customer.
LEGAL MATTERS
Certain legal matters relating to the validity of the securities will
be passed upon for the Company by Paul, Weiss, Rifkind, Wharton & Garrison, New
York, New York, and by Bose McKinney & Evans LLP, Indianapolis, Indiana. Certain
legal matters will be passed upon for the underwriters, if any, by Latham &
Watkins, New York, New York, or by the counsel named in the applicable
prospectus supplement.
EXPERTS
The consolidated financial statements of Emmis and its subsidiaries as
of February (29) 28, 2000 and 2001 and for each of the three years in the period
ended February 28, 2001, incorporated by reference in this prospectus and
elsewhere in the registration statement, have been audited by Arthur Andersen
LLP, independent public accountants, as indicated in their report with respect
thereto, and are incorporated by reference herein in reliance upon the authority
of said firm as experts in giving said report.
The audited financial statements of Sinclair Broadcast Group, Inc.'s
St. Louis Radio Group as of December 31, 1999 and for the year ended December
31, 1999, incorporated by reference in this prospectus and elsewhere in the
registration statement, have been audited by Arthur Andersen LLP, independent
public accountants, as indicated in their report with respect thereto, and are
incorporated by reference herein in reliance upon the authority of said firm as
experts in giving said report.
The combined financial statements of KZLA-FM and the related FCC
broadcasting license owned by Bonneville Holding Company as of and for the year
ended December 31, 1999, incorporated in this prospectus by reference from Emmis
Communications Corporation's Registration Statement on Form S-4 filed on June 1,
2001, have been audited by Deloitte & Touche LLP, independent auditors, as
stated in their report, which is incorporated herein by reference, and have been
so incorporated in reliance upon the report of such firm given upon their
authority as experts in auditing and accounting.
The audited financial statements of Lee Enterprises, Incorporated,
Certain Broadcasting Operations as of September 30, 1999 and 2000 and for each
of the three years in the period ended September 30, 2000, which are
incorporated by reference in this prospectus, have been audited by McGladrey &
Pullen, LLP, independent public accountants, as indicated in their report
incorporated by reference herein and are incorporated herein in reliance upon
the authority of said firm as experts in giving said reports.
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================================================================================
$500,000,000
EMMIS COMMUNICATIONS CORPORATION
Class A Common Stock
Preferred Stock
Depositary Shares
Debt Securities
Warrants
Guarantees of the Debt Securities of Emmis Operating Company
----------
EMMIS OPERATING COMPANY
Debt Securities
Guarantees of the Debt Securities of Emmis Communications Corporation
--------------
Prospectus
, 2001
--------------
No person has been authorized to give any information or to make any
representation other than those contained in this prospectus, and, if given or
made, any information or representations must not be relied upon as having been
authorized. This prospectus does not constitute an offer to sell or the
solicitation of an offer to buy any securities other than the securities to
which it relates or an offer to sell or the solicitation of an offer to buy
these securities in any circumstances in which this offer or solicitation is
unlawful. Neither the delivery of this prospectus nor any sale made under this
prospectus shall, under any circumstances, create any implication that there has
been no change in the affairs of Emmis Communications Corporation, Emmis
Operating Company or any subsidiary guarantor that has guarantees registered
under this prospectus since the date of this prospectus or that the information
contained in this prospectus is correct as of any time subsequent to its date.
Broker-dealers that effect transactions in these securities, whether or
not participating in this offering, may be required to deliver a prospectus.
This is in addition to the broker-dealers' obligation to deliver a prospectus
when acting as underwriters and with respect to their unsold allotments or
subscriptions.
================================================================================
39
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14 - OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following sets forth expenses, other than underwriting fees and
commissions, expected to be borne by the Registrants in connection with the
distribution of the securities being registered:
Securities and Exchange Commission registration fee................. $125,000
Blue Sky fees and expenses.......................................... *
Stock exchange listing fees ........................................ *
NASD filing fee .................................................... *
Rating Agency fees ................................................. *
Transfer Agent fees ................................................ *
Legal .............................................................. *
Printing ........................................................... *
Accounting ......................................................... *
Miscellaneous ...................................................... *
--------
TOTAL ....................................... *
========
- ----------
* To be completed by amendment.
All amounts listed above, except for the SEC registration fee, are
estimates.
ITEM 15 - INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Emmis Communications Corporation and Emmis Operating Company are
Indiana corporations. Chapter 37 of The Indiana Business Corporation Law (the
"IBCL") requires a corporation, unless its articles of incorporation provide
otherwise, to indemnify a director or an officer of the corporation who is
wholly successful, on the merits or otherwise, in the defense of any threatened,
pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative and whether formal or informal, against
reasonable expenses, including counsel fees, incurred in connection with the
proceeding. Emmis' Second Amended and Restated Articles of Incorporation
expressly require such indemnification.
The IBCL also permits a corporation to indemnify a director, officer,
employee or agent who is made a party to a proceeding because the person was a
director, officer, employee or agent of the corporation or its subsidiary
against liability incurred in the proceeding if (i) the individual's conduct was
in good faith and (ii) the individual reasonably believed (A) in the case of
conduct in the individual's official capacity with the corporation that the
conduct was in the corporation's best interests and (B) in all other cases that
the individual's conduct was at least not opposed to the corporation's best
interests and (iii) in the case of a criminal proceeding, the individual either
(A) had reasonable cause to believe the individual's conduct was lawful or (B)
had no reasonable cause to believe the individual's conduct was unlawful. The
IBCL also permits a corporation to pay for or reimburse reasonable expenses
incurred before the final disposition of the proceeding and permits a court of
competent jurisdiction to order a corporation to indemnify a director or officer
if the court determines that the person is fairly and reasonably entitled to
indemnification in view of all the relevant circumstances, whether or not the
person met the standards for indemnification otherwise provided in the IBCL.
Emmis' Second Amended and Restated Articles of Incorporation generally
provide that any director or officer of Emmis or any person who is serving at
the request of Emmis as a director, officer, employee or agent of another entity
shall be indemnified and held harmless by Emmis to the fullest extent authorized
by
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the IBCL. The Second Amended and Restated Articles of Incorporation also provide
such persons with certain rights to be paid by Emmis the expenses incurred in
defending proceedings in advance of their final disposition and authorize Emmis
to maintain insurance to protect itself and any director, officer, employee or
agent of Emmis or any person who is or was serving at the request of Emmis as a
director, officer, partner, trustee, employee or agent of another entity against
expense, liability or loss, whether or not Emmis would have the power to
indemnify such person against such expense, liability or loss under the Second
Amended and Restated Articles of Incorporation. The charter or similar documents
of Operating Company and the subsidiary guarantors listed as registrants under
this registration statement contain similar provisions.
ITEM 16 - EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
3.1 Second Amended and Restated Articles of Incorporation of Emmis
Communications Corporation, incorporated by reference to
Exhibit 3.1 to Emmis Communication Corporation's Form 10-K/A
for the year ended February 29, 2000.
3.2** Amendment to Articles of Incorporation of Emmis Communications
Corporation relating to the Preferred Stock.
3.3 Amended and Restated Bylaws of Emmis Communications
Corporation, incorporated by reference to Exhibit 3.2 to Emmis
Communications Corporation's Annual Report on Form 10-K/A for
the year ended February 29, 2000.
3.4* Articles of Incorporation of Emmis Operating Company.
3.5* Bylaws of Emmis Operating Company.
3.6* Articles of Incorporation of Emmis Radio Corporation.
3.7* Bylaws of Emmis Radio Corporation.
3.8* Articles of Incorporation of SJL of Kansas Corp.
3.9* Bylaws of SJL of Kansas Corp.
3.10* Articles of Incorporation of Topeka Television Corporation
3.11* Bylaws of Topeka Television Corporation.
3.12* Articles of Incorporation of Emmis Meadowlands Corporation.
3.13* Bylaws of Emmis Meadowlands Corporation.
3.14* Articles of Incorporation of Emmis Publishing Corporation.
3.15* Bylaws of Emmis Publishing Corporation.
3.16* Articles of Incorporation of Emmis International Broadcasting
Corporation.
3.17* Bylaws of Emmis International Broadcasting Corporation.
3.18* Articles of Incorporation of Emmis Latin America Broadcasting
Corporation.
3.19* Bylaws of Emmis Latin America Broadcasting Corporation.
3.20* Articles of Incorporation of Emmis South America Broadcasting
Corporation.
3.21* Bylaws of Emmis South America Broadcasting Corporation.
3.22* Limited Partnership Agreement of Emmis Indiana Broadcasting,
L.P.
3.23* Limited Partnership Agreement of Emmis Publishing, L.P.
3.24* Limited Partnership Agreement of Emmis Television
Broadcasting, L.P.
3.25* Articles of Incorporation of Emmis License Corporation.
3.26* Bylaws of Emmis License Corporation.
3.27* Articles of Incorporation of Emmis Radio License Corporation.
3.28* Bylaws of Emmis Radio License Corporation.
3.29* Articles of Incorporation of Emmis Television License
Corporation.
3.30* Bylaws of Emmis Television License Corporation.
3.31* Articles of Incorporation of Emmis License Corporation of New
York.
3.32* Bylaws of Emmis License Corporation of New York.
3.33* Articles of Incorporation of Emmis Radio License Corporation
of New York.
3.34* Bylaws of Emmis Radio License Corporation of New York.
3.35* Articles of Incorporation of Emmis Television License
Corporation of Wichita.
3.36* Bylaws of Emmis Television License Corporation of Wichita.
3.37* Articles of Incorporation of Emmis Television License
Corporation of Topeka.
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3.38* Bylaws of Emmis Television License Corporation of Topeka.
4.1* Form of Senior Debt Indenture between Emmis Communications
Corporation and The Bank of Nova Scotia Trust Company of New
York, as trustee, including as an exhibit thereto the form of
note.
4.2* Form of Subordinated Debt Indenture between Emmis
Communications Corporation and The Bank of Nova Scotia Trust
Company of New York, as trustee, including as an exhibit
thereto the form of note.
4.3* Form of Senior Debt Indenture between Emmis Operating Company
and The Bank of Nova Scotia Trust Company of New York, as
trustee, including as an exhibit thereto the form of note.
4.4* Form of Subordinated Debt Indenture between Emmis Operating
Company and The Bank of Nova Scotia Trust Company of New York,
as trustee, including as an exhibit thereto the form of note.
4.5** Form of Warrant Agreement for Common Stock of Emmis
Communications Corporation including as an exhibit thereto the
form of warrant certificate.
4.6** Form of Warrant Agreement for Preferred Stock of Emmis
Communications Corporation including as an exhibit thereto the
form of warrant certificate.
4.7** Form of Warrant Agreement for Debt Securities of Emmis
Communications Corporation including as an exhibit thereto the
form of warrant certificate.
4.8** Form of Certificate of the Class A Common Stock of Emmis
Communications Corporation.
4.9** Form of Deposit Agreement, including as an exhibit thereto the
form of depositary receipt for depositary shares.
5.1* Opinion of Paul, Weiss, Rifkind, Wharton & Garrison regarding
the legality of the securities being registered.
5.2* Opinion of Bose McKinney & Evans LLP regarding the legality of
the securities being registered.
12.1 Statements re computation of ratios.
23.1* Consent of Paul, Weiss, Rifkind, Wharton & Garrison (included
in Exhibit 5.1).
23.2* Consent of Bose McKinney & Evans LLP (included in Exhibit
5.2).
23.3 Consent of Arthur Andersen LLP, Indianapolis, Indiana.
23.4 Consent of Arthur Andersen LLP, Baltimore, Maryland.
23.5 Consent of Deloitte & Touche LLP.
23.6 Consent of McGladrey & Pullen, LLP.
24.1 Power of Attorney (included on the signature pages of this
registration statement).
25.1* Statement re eligibility of trustee on Form T-1 of the Emmis
Communications Corporation Senior Debt Indenture.
25.2* Statement of eligibility of trustee on Form T-1 of the Emmis
Communications Corporation Subordinated Debt Indenture.
25.3* Statement of eligibility of trustee on Form T-1 of the Emmis
Operating Company Senior Debt Indenture.
25.4* Statement of eligibility of trustee on Form T-1 of the Emmis
Operating Company Subordinated Debt Indenture.
- ----------
* To be filed by amendment.
** Subsequent to the effective date of this Registration Statement, to be
filed by amendment or incorporated herein by reference.
ITEM 17 - UNDERTAKINGS.
Each Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement:
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(i) to include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(ii) to reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the Registration
Statement. Notwithstanding the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in the form of a
prospectus filed with the Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more than a 20% change
in the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement; and
(iii) to include any material information with respect to the
plan of distribution not previously disclosed in this Registration Statement or
any material change to such information in this Registration Statement;
provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in this Registration Statement;
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof;
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering;
(4) That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the Registrant's annual report pursuant
to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is
incorporated by reference in this Registration Statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof; and
(5) To file an application for the purpose of determining the
eligibility of the trustee to act under subsection (a) of Section 310 of the
Trust Indenture Act of 1939 in accordance with the rules and regulations
prescribed by the Commission under Section 305(b)(2) of the Trust Indenture Act
of 1939.
(6) That for purposes of determining any liability under the Securities
Act of 1933, the information omitted from the form of prospectus filed as part
of a registration statement in reliance upon Rule 430A and contained in the form
of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or
497(h) under the Securities Act of 1933 shall be deemed to be part of this
registration statement as of the time it was declared effective.
(7) To file an application for the purpose of determining the
eligibility of the Trustee to act under subsection (a) of Section 310 of the
Trust Indenture Act in accordance with the rules and regulations prescribed by
the Commission under Section 305(b)(2) of the Trust Indenture Act.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers, and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
II-4
43
incurred or paid by a director, officer, or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer, or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
II-5
44
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Indianapolis, Indiana, on June 1, 2001.
EMMIS COMMUNICATIONS CORPORATION
By: /s/ Walter Z. Berger
----------------------------------------------
Name: Walter Z. Berger
Title: Executive Vice President, Treasurer and
Chief Financial Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
appears below hereby constitutes and appoints Jeffrey H. Smulyan, Walter Z.
Berger, J. Scott Enright and Norman H. Gurwitz, or any of them, his true and
lawful agent, proxy and attorney-in-fact, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to (i) act on, sign and file with the Securities and Exchange
Commission any and all amendments (including post-effective amendments) to this
registration statement together with all schedules and exhibits thereto and any
subsequent registration statement filed pursuant to Rule 462(b) under the
Securities Act of 1933, as amended, together with all schedules and exhibits
thereto, (ii) act on, sign and file such certificates, instruments, agreements
and other documents as may be necessary or appropriate in connection therewith,
(iii) act on and file any supplement to any prospectus included in this
registration statement or any such amendment or any subsequent registration
statement filed pursuant to Rule 462(b) under the Securities Act of 1933, as
amended, and (iv) take any and all actions which may be necessary or appropriate
in connection therewith, granting unto such agent, proxy and attorney-in-fact
full power and authority to do and perform each and every act and thing
necessary or appropriate to be done, as fully for all intents and purposes as he
might or could do in person, hereby approving, ratifying and confirming all that
such agents, proxies and attorneys-in-fact or any of their substitutes may
lawfully do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURES TITLE DATE
---------- ----- ----
/s/ Jeffrey H. Smulyan Chairman of the Board of Directors, President June 1, 2001
- ------------------------ and Chief Executive Officer and Director
Jeffrey H. Smulyan (Principal Executive Officer)
/s/ Walter Z. Berger Executive Vice President, Treasurer and Chief June 1, 2001
- ------------------------ Financial Officer (Principal Financial Officer
Walter Z. Berger and Principal Accounting Officer)
/s/ Susan B. Bayh Director June 1, 2001
- ------------------------
Susan B. Bayh
II-6
45
/s/ Gary L. Kaseff Director June 1, 2001
- ------------------------
Gary L. Kaseff
/s/ Richard A. Leventhal Director June 1, 2001
- ------------------------
Richard A. Leventhal
/s/ Greg A. Nathanson Director June 1, 2001
- ------------------------
Greg A. Nathanson
/s/ Doyle L. Rose Director June 1, 2001
- ------------------------
Doyle L. Rose
/s/ Frank V. Sica Director June 1, 2001
- ------------------------
Frank V. Sica
/s/ Lawrence B. Sorrel Director June 1, 2001
- ------------------------
Lawrence B. Sorrel
II-7
46
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Indianapolis, Indiana, on June 1, 2001.
EMMIS OPERATING COMPANY
By: /s/ Walter Z. Berger
-----------------------------------------------
Name: Walter Z. Berger
Title: Executive Vice President, Treasurer and
Chief Financial Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
appears below hereby constitutes and appoints Jeffrey H. Smulyan, Walter Z.
Berger, J. Scott Enright and Norman H. Gurwitz, or any of them, his true and
lawful agent, proxy and attorney-in-fact, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to (i) act on, sign and file with the Securities and Exchange
Commission any and all amendments (including post-effective amendments) to this
registration statement together with all schedules and exhibits thereto and any
subsequent registration statement filed pursuant to Rule 462(b) under the
Securities Act of 1933, as amended, together with all schedules and exhibits
thereto, (ii) act on, sign and file such certificates, instruments, agreements
and other documents as may be necessary or appropriate in connection therewith,
(iii) act on and file any supplement to any prospectus included in this
registration statement or any such amendment or any subsequent registration
statement filed pursuant to Rule 462(b) under the Securities Act of 1933, as
amended, and (iv) take any and all actions which may be necessary or appropriate
in connection therewith, granting unto such agent, proxy and attorney-in-fact
full power and authority to do and perform each and every act and thing
necessary or appropriate to be done, as fully for all intents and purposes as he
might or could do in person, hereby approving, ratifying and confirming all that
such agents, proxies and attorneys-in-fact or any of their substitutes may
lawfully do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURES TITLE DATE
---------- ----- ----
/s/ Jeffrey H. Smulyan Chairman of the Board of Directors, President June 1, 2001
- ---------------------- and Chief Executive Officer and Director
Jeffrey H. Smulyan (Principal Executive Officer)
/s/ Walter Z. Berger Executive Vice President, Treasurer and Chief June 1, 2001
- ---------------------- Financial Officer (Principal Financial
Walter Z. Berger Officer and Principal Accounting Officer)
II-8
47
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Indianapolis, Indiana, on June 1, 2001.
EMMIS RADIO CORPORATION
By: /s/ Walter Z. Berger
-----------------------------------------------
Name: Walter Z. Berger
Title: Executive Vice President, Treasurer and
Chief Financial Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
appears below hereby constitutes and appoints Jeffrey H. Smulyan, Walter Z.
Berger, J. Scott Enright and Norman H. Gurwitz, or any of them, his true and
lawful agent, proxy and attorney-in-fact, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to (i) act on, sign and file with the Securities and Exchange
Commission any and all amendments (including post-effective amendments) to this
registration statement together with all schedules and exhibits thereto and any
subsequent registration statement filed pursuant to Rule 462(b) under the
Securities Act of 1933, as amended, together with all schedules and exhibits
thereto, (ii) act on, sign and file such certificates, instruments, agreements
and other documents as may be necessary or appropriate in connection therewith,
(iii) act on and file any supplement to any prospectus included in this
registration statement or any such amendment or any subsequent registration
statement filed pursuant to Rule 462(b) under the Securities Act of 1933, as
amended, and (iv) take any and all actions which may be necessary or appropriate
in connection therewith, granting unto such agent, proxy and attorney-in-fact
full power and authority to do and perform each and every act and thing
necessary or appropriate to be done, as fully for all intents and purposes as he
might or could do in person, hereby approving, ratifying and confirming all that
such agents, proxies and attorneys-in-fact or any of their substitutes may
lawfully do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURES TITLE DATE
---------- ----- ----
/s/ Jeffrey H. Smulyan Chairman of the Board of Directors, President June 1, 2001
- ---------------------- and Chief Executive Officer and Director
Jeffrey H. Smulyan (Principal Executive Officer)
/s/ Walter Z. Berger Executive Vice President, Treasurer and Chief June 1, 2001
- ---------------------- Financial Officer (Principal Financial
Walter Z. Berger Officer and Principal Accounting Officer)
II-9
48
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Indianapolis, Indiana, on June 1, 2001.
EMMIS TELEVISION BROADCASTING, L.P.
By Emmis Communications Corporation, its General Partner
By: /s/ Walter Z. Berger
-----------------------------------------------------
Name: Walter Z. Berger
Title: Executive Vice President, Treasurer and Chief
Financial Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
appears below hereby constitutes and appoints Jeffrey H. Smulyan, Walter Z.
Berger, J. Scott Enright and Norman H. Gurwitz, or any of them, his true and
lawful agent, proxy and attorney-in-fact, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to (i) act on, sign and file with the Securities and Exchange
Commission any and all amendments (including post-effective amendments) to this
registration statement together with all schedules and exhibits thereto and any
subsequent registration statement filed pursuant to Rule 462(b) under the
Securities Act of 1933, as amended, together with all schedules and exhibits
thereto, (ii) act on, sign and file such certificates, instruments, agreements
and other documents as may be necessary or appropriate in connection therewith,
(iii) act on and file any supplement to any prospectus included in this
registration statement or any such amendment or any subsequent registration
statement filed pursuant to Rule 462(b) under the Securities Act of 1933, as
amended, and (iv) take any and all actions which may be necessary or appropriate
in connection therewith, granting unto such agent, proxy and attorney-in-fact
full power and authority to do and perform each and every act and thing
necessary or appropriate to be done, as fully for all intents and purposes as he
might or could do in person, hereby approving, ratifying and confirming all that
such agents, proxies and attorneys-in-fact or any of their substitutes may
lawfully do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURES TITLE DATE
---------- ----- ----
/s/ Jeffrey H. Smulyan Chairman of the Board of Directors, President June 1, 2001
- ---------------------- and Chief Executive Officer and Director
Jeffrey H. Smulyan (Principal Executive Officer)
/s/ Walter Z. Berger Executive Vice President, Treasurer and Chief June 1, 2001
- ---------------------- Financial Officer (Principal Financial
Walter Z. Berger Officer and Principal Accounting Officer)
II-10
49
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Indianapolis, Indiana, on June 1, 2001.
EMMIS PUBLISHING, L.P.
By Emmis Communications Corporation, its General Partner
By: /s/ Walter Z. Berger
-----------------------------------------------------
Name: Walter Z. Berger
Title: Executive Vice President, Treasurer and Chief
Financial Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
appears below hereby constitutes and appoints Jeffrey H. Smulyan, Walter Z.
Berger, J. Scott Enright and Norman H. Gurwitz, or any of them, his true and
lawful agent, proxy and attorney-in-fact, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to (i) act on, sign and file with the Securities and Exchange
Commission any and all amendments (including post-effective amendments) to this
registration statement together with all schedules and exhibits thereto and any
subsequent registration statement filed pursuant to Rule 462(b) under the
Securities Act of 1933, as amended, together with all schedules and exhibits
thereto, (ii) act on, sign and file such certificates, instruments, agreements
and other documents as may be necessary or appropriate in connection therewith,
(iii) act on and file any supplement to any prospectus included in this
registration statement or any such amendment or any subsequent registration
statement filed pursuant to Rule 462(b) under the Securities Act of 1933, as
amended, and (iv) take any and all actions which may be necessary or appropriate
in connection therewith, granting unto such agent, proxy and attorney-in-fact
full power and authority to do and perform each and every act and thing
necessary or appropriate to be done, as fully for all intents and purposes as he
might or could do in person, hereby approving, ratifying and confirming all that
such agents, proxies and attorneys-in-fact or any of their substitutes may
lawfully do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURES TITLE DATE
---------- ----- ----
/s/ Jeffrey H. Smulyan Chairman of the Board of Directors, President June 1, 2001
- ---------------------- and Chief Executive Officer and Director
Jeffrey H. Smulyan (Principal Executive Officer)
/s/ Walter Z. Berger Executive Vice President, Treasurer and Chief June 1, 2001
- ---------------------- Financial Officer (Principal Financial
Walter Z. Berger Officer and Principal Accounting Officer)
II-11
50
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Indianapolis, Indiana, on June 1, 2001.
EMMIS INDIANA BROADCASTING, L.P.
By Emmis Communications Corporation, its General Partner
By: /s/ Walter Z. Berger
----------------------------------------------------
Name: Walter Z. Berger
Title: Executive Vice President, Treasurer and Chief
Financial Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
appears below hereby constitutes and appoints Jeffrey H. Smulyan, Walter Z.
Berger, J. Scott Enright and Norman H. Gurwitz, or any of them, his true and
lawful agent, proxy and attorney-in-fact, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to (i) act on, sign and file with the Securities and Exchange
Commission any and all amendments (including post-effective amendments) to this
registration statement together with all schedules and exhibits thereto and any
subsequent registration statement filed pursuant to Rule 462(b) under the
Securities Act of 1933, as amended, together with all schedules and exhibits
thereto, (ii) act on, sign and file such certificates, instruments, agreements
and other documents as may be necessary or appropriate in connection therewith,
(iii) act on and file any supplement to any prospectus included in this
registration statement or any such amendment or any subsequent registration
statement filed pursuant to Rule 462(b) under the Securities Act of 1933, as
amended, and (iv) take any and all actions which may be necessary or appropriate
in connection therewith, granting unto such agent, proxy and attorney-in-fact
full power and authority to do and perform each and every act and thing
necessary or appropriate to be done, as fully for all intents and purposes as he
might or could do in person, hereby approving, ratifying and confirming all that
such agents, proxies and attorneys-in-fact or any of their substitutes may
lawfully do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURES TITLE DATE
---------- ----- ----
/s/ Jeffrey H. Smulyan Chairman of the Board of Directors, President June 1, 2001
- ---------------------- and Chief Executive Officer and Director
Jeffrey H. Smulyan (Principal Executive Officer)
/s/ Walter Z. Berger Executive Vice President, Treasurer and Chief June 1, 2001
- ---------------------- Financial Officer (Principal Financial
Walter Z. Berger Officer and Principal Accounting Officer)
II-12
51
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Indianapolis, Indiana, on June 1, 2001.
EMMIS PUBLISHING CORPORATION
By: /s/ Walter Z. Berger
-----------------------------------------------
Name: Walter Z. Berger
Title: Executive Vice President, Treasurer and
Chief Financial Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
appears below hereby constitutes and appoints Jeffrey H. Smulyan, Walter Z.
Berger, J. Scot Enright and Norman H. Gurwitz, or any of them, his true and
lawful agent, proxy and attorney-in-fact, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to (i) act on, sign and file with the Securities and Exchange
Commission any and all amendments (including post-effective amendments) to this
registration statement together with all schedules and exhibits thereto and any
subsequent registration statement filed pursuant to Rule 462(b) under the
Securities Act of 1933, as amended, together with all schedules and exhibits
thereto, (ii) act on, sign and file such certificates, instruments, agreements
and other documents as may be necessary or appropriate in connection therewith,
(iii) act on and file any supplement to any prospectus included in this
registration statement or any such amendment or any subsequent registration
statement filed pursuant to Rule 462(b) under the Securities Act of 1933, as
amended, and (iv) take any and all actions which may be necessary or appropriate
in connection therewith, granting unto such agent, proxy and attorney-in-fact
full power and authority to do and perform each and every act and thing
necessary or appropriate to be done, as fully for all intents and purposes as he
might or could do in person, hereby approving, ratifying and confirming all that
such agents, proxies and attorneys-in-fact or any of their substitutes may
lawfully do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURES TITLE DATE
---------- ----- ----
/s/ Jeffrey H. Smulyan Chairman of the Board of Directors, President June 1, 2001
- ---------------------- and Chief Executive Officer and Director
Jeffrey H. Smulyan (Principal Executive Officer)
/s/ Walter Z. Berger Executive Vice President, Treasurer and Chief June 1, 2001
- ---------------------- Financial Officer (Principal Financial
Walter Z. Berger Officer and Principal Accounting Officer)
II-13
52
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Indianapolis, Indiana, on June 1, 2001.
EMMIS MEADOWLANDS CORPORATION
By: /s/ Walter Z. Berger
-------------------------------------------------
Name: Walter Z. Berger
Title: Executive Vice President, Treasurer and
Chief Financial Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
appears below hereby constitutes and appoints Jeffrey H. Smulyan, Walter Z.
Berger, J. Scott Enright and Norman H. Gurwitz, or any of them, his true and
lawful agent, proxy and attorney-in-fact, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to (i) act on, sign and file with the Securities and Exchange
Commission any and all amendments (including post-effective amendments) to this
registration statement together with all schedules and exhibits thereto and any
subsequent registration statement filed pursuant to Rule 462(b) under the
Securities Act of 1933, as amended, together with all schedules and exhibits
thereto, (ii) act on, sign and file such certificates, instruments, agreements
and other documents as may be necessary or appropriate in connection therewith,
(iii) act on and file any supplement to any prospectus included in this
registration statement or any such amendment or any subsequent registration
statement filed pursuant to Rule 462(b) under the Securities Act of 1933, as
amended, and (iv) take any and all actions which may be necessary or appropriate
in connection therewith, granting unto such agent, proxy and attorney-in-fact
full power and authority to do and perform each and every act and thing
necessary or appropriate to be done, as fully for all intents and purposes as he
might or could do in person, hereby approving, ratifying and confirming all that
such agents, proxies and attorneys-in-fact or any of their substitutes may
lawfully do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURES TITLE DATE
---------- ----- ----
/s/ Jeffrey H. Smulyan Chairman of the Board of Directors, President June 1, 2001
- ---------------------- and Chief Executive Officer and Director
Jeffrey H. Smulyan (Principal Executive Officer)
/s/ Walter Z. Berger Executive Vice President, Treasurer and Chief June 1, 2001
- ---------------------- Financial Officer (Principal Financial
Walter Z. Berger Officer and Principal Accounting Officer)
II-14
53
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Indianapolis, Indiana, on June 1, 2001.
TOPEKA TELEVISION CORPORATION
By: /s/ Walter Z. Berger
--------------------------------------------
Name: Walter Z. Berger
Title: Executive Vice President, Treasurer and
Chief Financial Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
appears below hereby constitutes and appoints Jeffrey H. Smulyan, Walter Z.
Berger, J. Scott Enright and Norman H. Gurwitz, or any of them, his true and
lawful agent, proxy and attorney-in-fact, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to (i) act on, sign and file with the Securities and Exchange
Commission any and all amendments (including post-effective amendments) to this
registration statement together with all schedules and exhibits thereto and any
subsequent registration statement filed pursuant to Rule 462(b) under the
Securities Act of 1933, as amended, together with all schedules and exhibits
thereto, (ii) act on, sign and file such certificates, instruments, agreements
and other documents as may be necessary or appropriate in connection therewith,
(iii) act on and file any supplement to any prospectus included in this
registration statement or any such amendment or any subsequent registration
statement filed pursuant to Rule 462(b) under the Securities Act of 1933, as
amended, and (iv) take any and all actions which may be necessary or appropriate
in connection therewith, granting unto such agent, proxy and attorney-in-fact
full power and authority to do and perform each and every act and thing
necessary or appropriate to be done, as fully for all intents and purposes as he
might or could do in person, hereby approving, ratifying and confirming all that
such agents, proxies and attorneys-in-fact or any of their substitutes may
lawfully do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURES TITLE DATE
---------- ----- ----
/s/ Jeffrey H. Smulyan Chairman of the Board of Directors, President June 1, 2001
- ---------------------- and Chief Executive Officer and Director
Jeffrey H. Smulyan (Principal Executive Officer)
/s/ Walter Z. Berger Executive Vice President, Treasurer and Chief June 1, 2001
- ---------------------- Financial Officer (Principal Financial
Walter Z. Berger Officer and Principal Accounting Officer)
II-15
54
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Indianapolis, Indiana, on June 1, 2001.
SJL OF KANSAS CORP.
By: /s/ Walter Z. Berger
-----------------------------------------------
Name: Walter Z. Berger
Title: Executive Vice President, Treasurer and
Chief Financial Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
appears below hereby constitutes and appoints Jeffrey H. Smulyan, Walter Z.
Berger, J. Scott Enright and Norman H. Gurwitz, or any of them, his true and
lawful agent, proxy and attorney-in-fact, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to (i) act on, sign and file with the Securities and Exchange
Commission any and all amendments (including post-effective amendments) to this
registration statement together with all schedules and exhibits thereto and any
subsequent registration statement filed pursuant to Rule 462(b) under the
Securities Act of 1933, as amended, together with all schedules and exhibits
thereto, (ii) act on, sign and file such certificates, instruments, agreements
and other documents as may be necessary or appropriate in connection therewith,
(iii) act on and file any supplement to any prospectus included in this
registration statement or any such amendment or any subsequent registration
statement filed pursuant to Rule 462(b) under the Securities Act of 1933, as
amended, and (iv) take any and all actions which may be necessary or appropriate
in connection therewith, granting unto such agent, proxy and attorney-in-fact
full power and authority to do and perform each and every act and thing
necessary or appropriate to be done, as fully for all intents and purposes as he
might or could do in person, hereby approving, ratifying and confirming all that
such agents, proxies and attorneys-in-fact or any of their substitutes may
lawfully do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURES TITLE DATE
---------- ----- ----
/s/ Jeffrey H. Smulyan Chairman of the Board of Directors, President June 1, 2001
- ---------------------- and Chief Executive Officer and Director
Jeffrey H. Smulyan (Principal Executive Officer)
/s/ Walter Z. Berger Executive Vice President, Treasurer and Chief June 1, 2001
- ---------------------- Financial Officer (Principal Financial
Walter Z. Berger Officer and Principal Accounting Officer)
II-16
55
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Indianapolis, Indiana, on June 1, 2001.
EMMIS INTERNATIONAL BROADCASTING
CORPORATION
By: /s/ Walter Z. Berger
---------------------------------------------------
Name: Walter Z. Berger
Title: Executive Vice President, Treasurer and
Chief Financial Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
appears below hereby constitutes and appoints Jeffrey H. Smulyan, Walter Z.
Berger, J. Scott Enright and Norman H. Gurwitz, or any of them, his true and
lawful agent, proxy and attorney-in-fact, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to (i) act on, sign and file with the Securities and Exchange
Commission any and all amendments (including post-effective amendments) to this
registration statement together with all schedules and exhibits thereto and any
subsequent registration statement filed pursuant to Rule 462(b) under the
Securities Act of 1933, as amended, together with all schedules and exhibits
thereto, (ii) act on, sign and file such certificates, instruments, agreements
and other documents as may be necessary or appropriate in connection therewith,
(iii) act on and file any supplement to any prospectus included in this
registration statement or any such amendment or any subsequent registration
statement filed pursuant to Rule 462(b) under the Securities Act of 1933, as
amended, and (iv) take any and all actions which may be necessary or appropriate
in connection therewith, granting unto such agent, proxy and attorney-in-fact
full power and authority to do and perform each and every act and thing
necessary or appropriate to be done, as fully for all intents and purposes as he
might or could do in person, hereby approving, ratifying and confirming all that
such agents, proxies and attorneys-in-fact or any of their substitutes may
lawfully do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURES TITLE DATE
---------- ----- ----
/s/ Jeffrey H. Smulyan Chairman of the Board of Directors, President June 1, 2001
- ---------------------- and Chief Executive Officer and Director
Jeffrey H. Smulyan (Principal Executive Officer)
/s/ Walter Z. Berger Executive Vice President, Treasurer and Chief June 1, 2001
- ---------------------- Financial Officer (Principal Financial
Walter Z. Berger Officer and Principal Accounting Officer)
II-17
56
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Indianapolis, Indiana, on June 1, 2001.
EMMIS SOUTH AMERICA BROADCASTING
CORPORATION
By: /s/ Walter Z. Berger
---------------------------------------------------
Name: Walter Z. Berger
Title: Executive Vice President, Treasurer and
Chief Financial Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
appears below hereby constitutes and appoints Jeffrey H. Smulyan, Walter Z.
Berger, J. Scott Enright and Norman H. Gurwitz, or any of them, his true and
lawful agent, proxy and attorney-in-fact, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to (i) act on, sign and file with the Securities and Exchange
Commission any and all amendments (including post-effective amendments) to this
registration statement together with all schedules and exhibits thereto and any
subsequent registration statement filed pursuant to Rule 462(b) under the
Securities Act of 1933, as amended, together with all schedules and exhibits
thereto, (ii) act on, sign and file such certificates, instruments, agreements
and other documents as may be necessary or appropriate in connection therewith,
(iii) act on and file any supplement to any prospectus included in this
registration statement or any such amendment or any subsequent registration
statement filed pursuant to Rule 462(b) under the Securities Act of 1933, as
amended, and (iv) take any and all actions which may be necessary or appropriate
in connection therewith, granting unto such agent, proxy and attorney-in-fact
full power and authority to do and perform each and every act and thing
necessary or appropriate to be done, as fully for all intents and purposes as he
might or could do in person, hereby approving, ratifying and confirming all that
such agents, proxies and attorneys-in-fact or any of their substitutes may
lawfully do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURES TITLE DATE
---------- ----- ----
/s/ Jeffrey H. Smulyan Chairman of the Board of Directors, President June 1, 2001
- ------------------------ and Chief Executive Officer and Director
Jeffrey H. Smulyan (Principal Executive Officer)
/s/ Walter Z. Berger Executive Vice President, Treasurer and Chief June 1, 2001
- ------------------------ Financial Officer (Principal Financial
Walter Z. Berger Officer and Principal Accounting Officer)
/s/ Randall D. Bongarten Director June 1, 2001
- ------------------------
Randall D. Bongarten
II-18
57
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Indianapolis, Indiana, on June 1, 2001.
EMMIS LATIN AMERICA BROADCASTING
CORPORATION
By: /s/ Walter Z. Berger
----------------------------------------------
Name: Walter Z. Berger
Title: Executive Vice President, Treasurer and
Chief Financial Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
appears below hereby constitutes and appoints Jeffrey H. Smulyan, Walter Z.
Berger, J. Scott Enright and Norman H. Gurwitz, or any of them, his true and
lawful agent, proxy and attorney-in-fact, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to (i) act on, sign and file with the Securities and Exchange
Commission any and all amendments (including post-effective amendments) to this
registration statement together with all schedules and exhibits thereto and any
subsequent registration statement filed pursuant to Rule 462(b) under the
Securities Act of 1933, as amended, together with all schedules and exhibits
thereto, (ii) act on, sign and file such certificates, instruments, agreements
and other documents as may be necessary or appropriate in connection therewith,
(iii) act on and file any supplement to any prospectus included in this
registration statement or any such amendment or any subsequent registration
statement filed pursuant to Rule 462(b) under the Securities Act of 1933, as
amended, and (iv) take any and all actions which may be necessary or appropriate
in connection therewith, granting unto such agent, proxy and attorney-in-fact
full power and authority to do and perform each and every act and thing
necessary or appropriate to be done, as fully for all intents and purposes as he
might or could do in person, hereby approving, ratifying and confirming all that
such agents, proxies and attorneys-in-fact or any of their substitutes may
lawfully do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURES TITLE DATE
---------- ----- ----
/s/ Jeffrey H. Smulyan Chairman of the Board of Directors, President June 1, 2001
- ------------------------ and Chief Executive Officer and Director
Jeffrey H. Smulyan (Principal Executive Officer)
/s/ Walter Z. Berger Executive Vice President, Treasurer and Chief June 1, 2001
- ------------------------ Financial Officer (Principal Financial
Walter Z. Berger Officer and Principal Accounting Officer)
/s/ Randall D. Bongarten Director June 1, 2001
- ------------------------
Randall D. Bongarten
II-19
58
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Indianapolis, Indiana, on June 1, 2001.
EMMIS LICENSE CORPORATION
By: /s/ Walter Z. Berger
---------------------------------------------
Name: Walter Z. Berger
Title: Executive Vice President, Treasurer and
Chief Financial Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
appears below hereby constitutes and appoints Jeffrey H. Smulyan, Walter Z.
Berger, J. Scott Enright and Norman H. Gurwitz, or any of them, his true and
lawful agent, proxy and attorney-in-fact, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to (i) act on, sign and file with the Securities and Exchange
Commission any and all amendments (including post-effective amendments) to this
registration statement together with all schedules and exhibits thereto and any
subsequent registration statement filed pursuant to Rule 462(b) under the
Securities Act of 1933, as amended, together with all schedules and exhibits
thereto, (ii) act on, sign and file such certificates, instruments, agreements
and other documents as may be necessary or appropriate in connection therewith,
(iii) act on and file any supplement to any prospectus included in this
registration statement or any such amendment or any subsequent registration
statement filed pursuant to Rule 462(b) under the Securities Act of 1933, as
amended, and (iv) take any and all actions which may be necessary or appropriate
in connection therewith, granting unto such agent, proxy and attorney-in-fact
full power and authority to do and perform each and every act and thing
necessary or appropriate to be done, as fully for all intents and purposes as he
might or could do in person, hereby approving, ratifying and confirming all that
such agents, proxies and attorneys-in-fact or any of their substitutes may
lawfully do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURES TITLE DATE
---------- ----- ----
/s/ Doyle L. Rose President and Director (Principal Executive June 1, 2001
- ----------------------- Officer)
Doyle L. Rose
/s/ Walter Z. Berger Executive Vice President, Treasurer and Chief June 1, 2001
- ----------------------- Officer (Principal Financial
Walter Z. Berger Officer and Principal Accounting Officer)
/s/ Jeffrey H. Smulyan Director June 1, 2001
- -----------------------
Jeffrey H. Smulyan
II-20
59
/s/ Gary L. Kaseff Director June 1, 2001
- -----------------------
Gary L. Kaseff
/s/ Richard F. Cummings Director June 1, 2001
- -----------------------
Richard F. Cummings
II-21
60
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Indianapolis, Indiana, on June 1, 2001.
EMMIS RADIO LICENSE CORPORATION
By: /s/ Walter Z. Berger
--------------------------------------------
Name: Walter Z. Berger
Title: Executive Vice President, Treasurer
and Chief Financial Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
appears below hereby constitutes and appoints Jeffrey H. Smulyan, Walter Z.
Berger, J. Scott Enright and Norman H. Gurwitz, or any of them, his true and
lawful agent, proxy and attorney-in-fact, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to (i) act on, sign and file with the Securities and Exchange
Commission any and all amendments (including post-effective amendments) to this
registration statement together with all schedules and exhibits thereto and any
subsequent registration statement filed pursuant to Rule 462(b) under the
Securities Act of 1933, as amended, together with all schedules and exhibits
thereto, (ii) act on, sign and file such certificates, instruments, agreements
and other documents as may be necessary or appropriate in connection therewith,
(iii) act on and file any supplement to any prospectus included in this
registration statement or any such amendment or any subsequent registration
statement filed pursuant to Rule 462(b) under the Securities Act of 1933, as
amended, and (iv) take any and all actions which may be necessary or appropriate
in connection therewith, granting unto such agent, proxy and attorney-in-fact
full power and authority to do and perform each and every act and thing
necessary or appropriate to be done, as fully for all intents and purposes as he
might or could do in person, hereby approving, ratifying and confirming all that
such agents, proxies and attorneys-in-fact or any of their substitutes may
lawfully do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURES TITLE DATE
---------- ----- ----
/s/ Doyle L. Rose President and Director (Principal Executive June 1, 2001
- ----------------------- Officer)
Doyle L. Rose
/s/ Walter Z. Berger Executive Vice President, Treasurer and Chief June 1, 2001
- ----------------------- Officer (Principal Financial
Walter Z. Berger Officer and Principal Accounting Officer)
/s/ Jeffrey H. Smulyan Director June 1, 2001
- -----------------------
Jeffrey H. Smulyan
II-22
61
/s/ Gary L. Kaseff Director June 1, 2001
- -----------------------
Gary L. Kaseff
/s/ Richard F. Cummings Director June 1, 2001
- -----------------------
Richard F. Cummings
II-23
62
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Indianapolis, Indiana, on June 1, 2001.
EMMIS TELEVISION LICENSE CORPORATION
By: /s/ Walter Z. Berger
----------------------------------------------
Name: Walter Z. Berger
Title: Executive Vice President, Treasurer and
Chief Financial Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
appears below hereby constitutes and appoints Jeffrey H. Smulyan, Walter Z.
Berger, J. Scott Enright and Norman H. Gurwitz, or any of them, his true and
lawful agent, proxy and attorney-in-fact, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to (i) act on, sign and file with the Securities and Exchange
Commission any and all amendments (including post-effective amendments) to this
registration statement together with all schedules and exhibits thereto and any
subsequent registration statement filed pursuant to Rule 462(b) under the
Securities Act of 1933, as amended, together with all schedules and exhibits
thereto, (ii) act on, sign and file such certificates, instruments, agreements
and other documents as may be necessary or appropriate in connection therewith,
(iii) act on and file any supplement to any prospectus included in this
registration statement or any such amendment or any subsequent registration
statement filed pursuant to Rule 462(b) under the Securities Act of 1933, as
amended, and (iv) take any and all actions which may be necessary or appropriate
in connection therewith, granting unto such agent, proxy and attorney-in-fact
full power and authority to do and perform each and every act and thing
necessary or appropriate to be done, as fully for all intents and purposes as he
might or could do in person, hereby approving, ratifying and confirming all that
such agents, proxies and attorneys-in-fact or any of their substitutes may
lawfully do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURES TITLE DATE
---------- ----- ----
/s/ Doyle L. Rose President and Director (Principal Executive June 1, 2001
- ----------------------- Officer)
Doyle L. Rose
/s/ Walter Z. Berger Executive Vice President, Treasurer and Chief June 1, 2001
- ----------------------- Officer (Principal Financial
Walter Z. Berger Officer and Principal Accounting Officer)
/s/ Jeffrey H. Smulyan Director June 1, 2001
- -----------------------
Jeffrey H. Smulyan
II-24
63
/s/ Gary L. Kaseff Director June 1, 2001
- -----------------------
Gary L. Kaseff
/s/ Richard F. Cummings Director June 1, 2001
- -----------------------
Richard F. Cummings
II-25
64
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Indianapolis, Indiana, on June 1, 2001.
EMMIS LICENSE CORPORATION OF NEW YORK
By: /s/ Walter Z. Berger
-----------------------------------------------
Name: Walter Z. Berger
Title: Executive Vice President, Treasurer and
Chief Financial Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
appears below hereby constitutes and appoints Jeffrey H. Smulyan, Walter Z.
Berger, J. Scott Enright and Norman H. Gurwitz, or any of them, his true and
lawful agent, proxy and attorney-in-fact, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to (i) act on, sign and file with the Securities and Exchange
Commission any and all amendments (including post-effective amendments) to this
registration statement together with all schedules and exhibits thereto and any
subsequent registration statement filed pursuant to Rule 462(b) under the
Securities Act of 1933, as amended, together with all schedules and exhibits
thereto, (ii) act on, sign and file such certificates, instruments, agreements
and other documents as may be necessary or appropriate in connection therewith,
(iii) act on and file any supplement to any prospectus included in this
registration statement or any such amendment or any subsequent registration
statement filed pursuant to Rule 462(b) under the Securities Act of 1933, as
amended, and (iv) take any and all actions which may be necessary or appropriate
in connection therewith, granting unto such agent, proxy and attorney-in-fact
full power and authority to do and perform each and every act and thing
necessary or appropriate to be done, as fully for all intents and purposes as he
might or could do in person, hereby approving, ratifying and confirming all that
such agents, proxies and attorneys-in-fact or any of their substitutes may
lawfully do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURES TITLE DATE
---------- ----- ----
/s/ Doyle L. Rose President and Director (Principal Executive June 1, 2001
- ----------------------- Officer)
Doyle L. Rose
/s/ Walter Z. Berger Executive Vice President, Treasurer and Chief June 1, 2001
- ----------------------- Officer (Principal Financial Officer and
Walter Z. Berger Principal Accounting Officer)
/s/ Jeffrey H. Smulyan Director June 1, 2001
- -----------------------
Jeffrey H. Smulyan
II-26
65
/s/ Gary L. Kaseff Director June 1, 2001
- -----------------------
Gary L. Kaseff
/s/ Richard F. Cummings Director June 1, 2001
- -----------------------
Richard F. Cummings
II-27
66
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Indianapolis, Indiana, on June 1, 2001.
EMMIS RADIO LICENSE CORPORATION OF NEW YORK
By: /s/ Walter Z. Berger
--------------------------------------------------------
Name: Walter Z. Berger
Title: Executive Vice President, Treasurer and Chief
Financial Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
appears below hereby constitutes and appoints Jeffrey H. Smulyan, Walter Z.
Berger, J. Scott Enright and Norman H. Gurwitz, or any of them, his true and
lawful agent, proxy and attorney-in-fact, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to (i) act on, sign and file with the Securities and Exchange
Commission any and all amendments (including post-effective amendments) to this
registration statement together with all schedules and exhibits thereto and any
subsequent registration statement filed pursuant to Rule 462(b) under the
Securities Act of 1933, as amended, together with all schedules and exhibits
thereto, (ii) act on, sign and file such certificates, instruments, agreements
and other documents as may be necessary or appropriate in connection therewith,
(iii) act on and file any supplement to any prospectus included in this
registration statement or any such amendment or any subsequent registration
statement filed pursuant to Rule 462(b) under the Securities Act of 1933, as
amended, and (iv) take any and all actions which may be necessary or appropriate
in connection therewith, granting unto such agent, proxy and attorney-in-fact
full power and authority to do and perform each and every act and thing
necessary or appropriate to be done, as fully for all intents and purposes as he
might or could do in person, hereby approving, ratifying and confirming all that
such agents, proxies and attorneys-in-fact or any of their substitutes may
lawfully do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURES TITLE DATE
---------- ----- ----
/s/ Doyle L. Rose President and Director (Principal Executive June 1, 2001
- ----------------------- Officer)
Doyle L. Rose
/s/ Walter Z. Berger Executive Vice President, Treasurer and Chief June 1, 2001
- ----------------------- Officer (Principal Financial Officer and
Walter Z. Berger Principal Accounting Officer)
/s/ Jeffrey H. Smulyan Director June 1, 2001
- -----------------------
Jeffrey H. Smulyan
II-28
67
/s/ Gary L. Kaseff Director June 1, 2001
- -----------------------
Gary L. Kaseff
/s/ Richard F. Cummings Director June 1, 2001
- -----------------------
Richard F. Cummings
II-29
68
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Indianapolis, Indiana, on June 1, 2001.
EMMIS TELEVISION LICENSE CORPORATION OF
WICHITA
By: /s/ Walter Z. Berger
------------------------------------
Name: Walter Z. Berger
Title: Executive Vice President, Treasurer and
Chief Financial Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
appears below hereby constitutes and appoints Jeffrey H. Smulyan, Walter Z.
Berger, J. Scott Enright and Norman H. Gurwitz, or any of them, his true and
lawful agent, proxy and attorney-in-fact, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to (i) act on, sign and file with the Securities and Exchange
Commission any and all amendments (including post-effective amendments) to this
registration statement together with all schedules and exhibits thereto and any
subsequent registration statement filed pursuant to Rule 462(b) under the
Securities Act of 1933, as amended, together with all schedules and exhibits
thereto, (ii) act on, sign and file such certificates, instruments, agreements
and other documents as may be necessary or appropriate in connection therewith,
(iii) act on and file any supplement to any prospectus included in this
registration statement or any such amendment or any subsequent registration
statement filed pursuant to Rule 462(b) under the Securities Act of 1933, as
amended, and (iv) take any and all actions which may be necessary or appropriate
in connection therewith, granting unto such agent, proxy and attorney-in-fact
full power and authority to do and perform each and every act and thing
necessary or appropriate to be done, as fully for all intents and purposes as he
might or could do in person, hereby approving, ratifying and confirming all that
such agents, proxies and attorneys-in-fact or any of their substitutes may
lawfully do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURES TITLE DATE
---------- ----- ----
/s/ Doyle L. Rose President and Director (Principal Executive June 1, 2001
- ----------------------- Officer)
Doyle L. Rose
/s/ Walter Z. Berger Executive Vice President, Treasurer and Chief June 1, 2001
- ----------------------- Officer (Principal Financial Officer and
Walter Z. Berger Principal Accounting Officer)
/s/ Jeffrey H. Smulyan Director June 1, 2001
- -----------------------
Jeffrey H. Smulyan
II-30
69
/s/ Gary L. Kaseff Director June 1, 2001
- -----------------------
Gary L. Kaseff
/s/ Richard F. Cummings Director June 1, 2001
- -----------------------
Richard F. Cummings
II-31
70
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Indianapolis, Indiana, on June 1, 2001.
EMMIS TELEVISION LICENSE CORPORATION OF
TOPEKA
By: /s/ Walter Z. Berger
---------------------------------------------------
Name: Walter Z. Berger
Title: Executive Vice President, Treasurer and
Chief Financial Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
appears below hereby constitutes and appoints Jeffrey H. Smulyan, Walter Z.
Berger, J. Scott Enright and Norman H. Gurwitz, or any of them, his true and
lawful agent, proxy and attorney-in-fact, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to (i) act on, sign and file with the Securities and Exchange
Commission any and all amendments (including post-effective amendments) to this
registration statement together with all schedules and exhibits thereto and any
subsequent registration statement filed pursuant to Rule 462(b) under the
Securities Act of 1933, as amended, together with all schedules and exhibits
thereto, (ii) act on, sign and file such certificates, instruments, agreements
and other documents as may be necessary or appropriate in connection therewith,
(iii) act on and file any supplement to any prospectus included in this
registration statement or any such amendment or any subsequent registration
statement filed pursuant to Rule 462(b) under the Securities Act of 1933, as
amended, and (iv) take any and all actions which may be necessary or appropriate
in connection therewith, granting unto such agent, proxy and attorney-in-fact
full power and authority to do and perform each and every act and thing
necessary or appropriate to be done, as fully for all intents and purposes as he
might or could do in person, hereby approving, ratifying and confirming all that
such agents, proxies and attorneys-in-fact or any of their substitutes may
lawfully do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURES TITLE DATE
---------- ----- ----
/s/ Doyle L. Rose President and Director (Principal Executive June 1, 2001
- ----------------------- Officer)
Doyle L. Rose
/s/ Walter Z. Berger Executive Vice President, Treasurer and Chief June 1, 2001
- ----------------------- Officer (Principal Financial
Walter Z. Berger Officer and Principal Accounting Officer)
/s/ Jeffrey H. Smulyan Director June 1, 2001
- -----------------------
Jeffrey H. Smulyan
II-32
71
/s/ Gary L. Kaseff Director June 1, 2001
- -----------------------
Gary L. Kaseff
/s/ Richard F. Cummings Director June 1, 2001
- -----------------------
Richard F. Cummings
II-33
72
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
- ------ -----------
3.1 Second Amended and Restated Articles of Incorporation of Emmis
Communications Corporation, incorporated by reference to
Exhibit 3.1 to Emmis Communication Corporation's Form 10-K/A
for the year ended February 29, 2000.
3.2** Amendment to Articles of Incorporation of Emmis Communications
Corporation relating to the Preferred Stock.
3.3 Amended and Restated Bylaws of Emmis Communications
Corporation, incorporated by reference to Exhibit 3.2 to Emmis
Communications Corporation's Annual Report on Form 10-K/A for
the year ended February 29, 2000.
3.4* Articles of Incorporation of Emmis Operating Company.
3.5* Bylaws of Emmis Operating Company.
3.6* Articles of Incorporation of Emmis Radio Corporation.
3.7* Bylaws of Emmis Radio Corporation.
3.8* Articles of Incorporation of SJL of Kansas Corp.
3.9* Bylaws of SJL of Kansas Corp.
3.10* Articles of Incorporation of Topeka Television Corporation
3.11* Bylaws of Topeka Television Corporation.
3.12* Articles of Incorporation of Emmis Meadowlands Corporation.
3.13* Bylaws of Emmis Meadowlands Corporation.
3.14* Articles of Incorporation of Emmis Publishing Corporation.
3.15* Bylaws of Emmis Publishing Corporation.
3.16* Articles of Incorporation of Emmis International Broadcasting
Corporation.
3.17* Bylaws of Emmis International Broadcasting Corporation.
3.18* Articles of Incorporation of Emmis Latin America Broadcasting
Corporation.
3.19* Bylaws of Emmis Latin America Broadcasting Corporation.
3.20* Articles of Incorporation of Emmis South America Broadcasting
Corporation.
3.21* Bylaws of Emmis South America Broadcasting Corporation.
3.22* Limited Partnership Agreement of Emmis Indiana Broadcasting,
L.P.
3.23* Limited Partnership Agreement of Emmis Publishing, L.P.
3.24* Limited Partnership Agreement of Emmis Television
Broadcasting, L.P.
3.25* Articles of Incorporation of Emmis License Corporation.
3.26* Bylaws of Emmis License Corporation.
3.27* Articles of Incorporation of Emmis Radio License Corporation.
3.28* Bylaws of Emmis Radio License Corporation.
3.29* Articles of Incorporation of Emmis Television License
Corporation.
3.30* Bylaws of Emmis Television License Corporation.
3.31* Articles of Incorporation of Emmis License Corporation of New
York.
3.32* Bylaws of Emmis License Corporation of New York.
3.33* Articles of Incorporation of Emmis Radio License Corporation
of New York.
3.34* Bylaws of Emmis Radio License Corporation of New York.
3.35* Articles of Incorporation of Emmis Television License
Corporation of Wichita.
3.36* Bylaws of Emmis Television License Corporation of Wichita.
3.37* Articles of Incorporation of Emmis Television License
Corporation of Topeka.
3.38* Bylaws of Emmis Television License Corporation of Topeka.
4.1* Form of Senior Debt Indenture between Emmis Communications
Corporation and The Bank of Nova Scotia Trust Company of New
York, as trustee, including as an exhibit thereto the form of
note.
4.2* Form of Subordinated Debt Indenture between Emmis
Communications Corporation and The Bank of Nova Scotia Trust
Company of New York, as trustee, including as an exhibit
thereto the form of note.
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4.3* Form of Senior Debt Indenture between Emmis Operating Company
and The Bank of Nova Scotia Trust Company of New York, as
trustee, including as an exhibit thereto the form of note.
4.4* Form of Subordinated Debt Indenture between Emmis Operating
Company and The Bank of Nova Scotia Trust Company of New York,
as trustee, including as an exhibit thereto the form of note.
4.5** Form of Warrant Agreement for Common Stock of Emmis
Communications Corporation including as an exhibit thereto the
form of warrant certificate.
4.6** Form of Warrant Agreement for Preferred Stock of Emmis
Communications Corporation including as an exhibit thereto the
form of warrant certificate.
4.7** Form of Warrant Agreement for Debt Securities of Emmis
Communications Corporation including as an exhibit thereto the
form of warrant certificate.
4.8** Form of Certificate of the Class A Common Stock of Emmis
Communications Corporation.
4.9** Form of Deposit Agreement, including as an exhibit thereto the
form of depositary receipt for depositary shares.
5.1* Opinion of Paul, Weiss, Rifkind, Wharton & Garrison regarding
the legality of the securities being registered.
5.2* Opinion of Bose McKinney & Evans LLP regarding the legality of
the securities being registered.
12.1 Statements re computation of ratios.
23.1* Consent of Paul, Weiss, Rifkind, Wharton & Garrison (included
in Exhibit 5.1).
23.2* Consent of Bose McKinney & Evans LLP (included in Exhibit
5.2).
23.3 Consent of Arthur Andersen LLP, Indianapolis, Indiana.
23.4 Consent of Arthur Andersen LLP, Baltimore, Maryland.
23.5 Consent of Deloitte & Touche LLP.
23.6 Consent of McGladrey & Pullen, LLP.
24.1 Power of Attorney (included on the signature pages of this
registration statement).
25.1* Statement re eligibility of trustee on Form T-1 of the Emmis
Communications Corporation Senior Debt Indenture.
25.2* Statement of eligibility of trustee on Form T-1 of the Emmis
Communications Corporation Subordinated Debt Indenture.
25.3* Statement of eligibility of trustee on Form T-1 of the Emmis
Operating Company Senior Debt Indenture.
25.4* Statement of eligibility of trustee on Form T-1 of the Emmis
Operating Company Subordinated Debt Indenture.
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* To be filed by amendment.
** Subsequent to the effective date of this Registration Statement, to be
filed by amendment or incorporated herein by reference.
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