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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): May 5, 2006
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, INDIANAPOLIS, 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))
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ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On May 8, 2006, Emmis Communications Corporation (the "Corporation")
issued a press release announcing that it had entered into agreements to sell
two of its broadcast properties for aggregate consideration of $295 million.
On May 5, 2006, the Corporation entered an agreement to sell the assets of
WCKF-TV in Orlando to Hearst-Argyle Television, Inc. for $217.5 million and
also entered into an agreement to sell the assets of KKFR-FM (Power 92.3) in
Phoenix to Bonneville International Corporation and Bonneville Holding Company
for $77.5 million. Each of the transactions contains or provides for customary
representations, warranties and covenants, and is subject to standard closing
conditions, including but not limited to approvals by the Federal
Communications Commission.
The foregoing description of the transactions does not purport to be
a complete statement of the parties' rights and obligations under the asset
purchase agreements and is qualified in its entirety by reference to the
purchase agreements, which are filed with this report as Exhibits 10.1 and
10.2.
A copy of the press release is attached as Exhibit 99.1 and
incorporated in this item by reference.
ITEM 2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS
The press release also announced that the Corporation completed the
sale of the assets of WRDA-FM to Radio One for $20 million on May 5, 2006. The
Corporation had announced in September of 2005 that it had entered into a
definitive agreement for the sale of the station.
A copy of the press release is attached as Exhibit 99.1 and
incorporated in this item by reference.
ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITIONS
The press release also announced that the Corporation had expensed
$1.1 million of third-party acquisition-related costs associated with the
acquisition of the Washington Nationals Major League Baseball franchise in its
year ended February 28, 2006 as a result of Major League Baseball's
announcement that it had awarded the right to purchase the Washington
Nationals to another bidder.
A copy of the press release is attached as Exhibit 99.1 and
incorporated in this item by reference.
ITEM 8.01 OTHER EVENTS
The press release also announced that ECC Acquisition, Inc., an
Indiana corporation wholly owned by the Corporation's Chairman, Chief
Executive Officer and controlling shareholder, has made a proposal to acquire
the outstanding publicly held shares of the Corporation for a cash purchase
price of $15.25 per share.
A copy of the press release is attached as Exhibit 99.1 and
incorporated in this item by reference.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits
EXHIBIT # EXHIBIT
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10.1 Asset Purchase Agreement, dated May 5, 2006, between Emmis
Communications Corporation and Hearst-Argyle Television,
Inc.
10.2 Letter Agreement, dated May 5, 2006, among Emmis
Communications Corporation, Bonneville International
Corporation and Bonneville Holding Company
99.1 Press Release dated May 8, 2006
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 hereunto duly authorized.
EMMIS COMMUNICATIONS CORPORATION
Date: May 8, 2006 By: /s/ J. Scott Enright
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Name: J. Scott Enright
Title: Vice President, Associate
General Counsel and Secretary
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EXHIBIT INDEX
NO. DESCRIPTION
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10.1 Asset Purchase Agreement, dated May 5, 2006, between Emmis
Communications Corporation and Hearst-Argyle Television,
Inc.
10.2 Letter Agreement, dated May 5, 2006, among Emmis
Communications Corporation, Bonneville International
Corporation and Bonneville Holding Company
99.1 Press Release dated May 8, 2006