UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported) JUNE 1, 2005
EMMIS COMMUNICATIONS CORPORATION
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(Exact Name of Registrant as Specified in Its Charter)
INDIANA
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(State or Other Jurisdiction of Incorporation)
0-23264 35-1542018
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(Commission File Number) (IRS Employer Identification No.)
ONE EMMIS PLAZA, 40 MONUMENT CIRCLE,
SUITE 700, INDIANPOLIS, INDIANA 46204
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(Address of Principal Executive Offices) (Zip Code)
317-266-0100
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(Registrant's Telephone Number, Including Area Code)
NOT APPLICABLE
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(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (SEE General Instruction A.2. below):
|_| Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 8.01. OTHER EVENTS
On June 1, 2005, Emmis Communications Corporation ("Emmis") issued a press
release announcing that it had entered into settlement agreements (collectively,
the "Settlement Agreements") with holders of more than 66?% of its outstanding
Series A convertible preferred stock to settle its previously announced lawsuit
concerning the anti-dilution provisions of its convertible preferred stock. The
Settlement Agreements permit Emmis' previously announced "Dutch Auction" tender
offer to purchase up to 20,250,000 shares of its Class A common stock at a price
per share not less than $17.25 and not greater than $19.75 to proceed. The
expiration time for the "Dutch Auction" tender offer remains 12:00 midnight, New
York City time, June 13, 2005, unless extended by Emmis. A copy of the press
release is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K,
and is incorporated herein by reference.
Under the terms of the Settlement Agreements, Emmis has agreed to call and hold
a special meeting of Emmis' shareholders as promptly as practicable to vote on
proposed amendments to the terms of the convertible preferred stock. The
proposed amendments would change the terms of the convertible preferred stock so
that (i) a special anti-dilution formula would apply to the "Dutch Auction"
tender offer that would reduce the conversion price of the convertible preferred
stock proportionately based on the aggregate consideration paid in the tender
offer and (ii) an anti-dilution adjustment provision would apply to all other
tender and exchange offers triggering an adjustment that is based on the
aggregate consideration paid in such tender or exchange offer, Emmis' overall
market capitalization and the market value of the Class A common stock
determined over a 10-day trading period ending on the date immediately preceding
the first public announcement of Emmis' intention to effect a tender or exchange
offer. If the pending "Dutch Auction" tender offer is fully subscribed at the
top end of the price range, the conversion price of the convertible preferred
stock will be reduced from $39.0625 to $30.00 per share of its Class A common
stock.
In addition, the proposed amendments would grant the holders of the convertible
preferred stock the right to require Emmis to redeem all or a portion of their
shares on the first anniversary after the occurrence of a going private
transaction in which Jeffrey H. Smulyan, Emmis' largest shareholder, or his
affiliates participate. The redemption price would be the liquidation preference
per share plus accumulated, accrued and unpaid dividends.
Finally, Emmis agreed (i) to use commercially reasonable efforts to consummate
the "Dutch Auction" tender offer on substantially the terms set forth in the
offer to purchase dated May 16, 2005 and not to reduce the number of shares
subject to, or change the price range of, the "Dutch Auction" tender offer and
(ii) to pay certain of the legal expenses of holders of the convertible
preferred stock. In return, holders of the convertible preferred stock who are
parties to the Settlement Agreements have agreed to vote their shares in favor
of the proposed amendments.
Emmis plans to hold a special meeting of its shareholders at 10:00 am,
Indianapolis time, on Monday, June 13, 2005 to consider the proposed amendments
to the convertible preferred stock. The proposed amendments require the approval
of (i) the holders of 66 2/3% of the convertible preferred stock, voting as a
separate class, and (ii) the holders of Emmis' Class A Common Stock and Class B
Common Stock, voting as a single class. Because of the lawsuit settlement and
because Jeffrey H. Smulyan, the holder of common shares representing 48.9% of
the combined voting power of Emmis' Common Stock, has informed Emmis that he
intends to vote in favor of the proposed amendments, Emmis expects to obtain the
requisite approvals.
Emmis will make certain technical changes to the offer to purchase and will file
an amendment to its Schedule TO relating to its "Dutch Auction" tender offer.
Among other changes, Emmis will replace the condition to the "Dutch Auction"
tender offer relating to success in the convertible preferred stock lawsuit with
a condition that the proposed amendments to the convertible preferred stock are
approved by its shareholders.
Emmis also provided certain financial information in the press release that is
being disseminated to Emmis' shareholders in connection with the "Dutch Auction"
tender offer. All of this information was previously disclosed in either Emmis'
Annual Report on Form 10-K for the year ended February 28, 2005 or its offer to
purchase for the tender offer.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(c) EXHIBITS
EXHIBIT DESCRIPTION
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99.1 Press release, dated June 1, 2005
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report on Form 8-K to be signed on its
behalf by the undersigned, thereunto duly authorized.
Dated: June 1, 2005
EMMIS COMMUNICATIONS CORPORATION
By: /s/ J. Scott Enright
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Name: J. Scott Enright
Title: Vice President, Associate
General Counsel and Secretary
INDEX TO EXHIBITS
EXHIBIT DESCRIPTION
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99.1 Press release, dated June 1, 2005