EXHIBIT 99.1
For Immediate Release Contacts:
Monday, Sept. 18, 2006 Patrick Walsh, EVP & CFO
Kate Snedeker, Media Contact
317.266.0100
EMMIS ANNOUNCES INTENT TO DECLARE SPECIAL CASH DIVIDEND
Indianapolis...Emmis Communications Corporation (NASDAQ: EMMS) announced today
that its Board of Directors authorized Emmis management to take the necessary
steps to enable the Board to declare a special cash dividend of $4 per share
payable pro rata to all holders of the Company's common stock. Assuming
certain conditions are satisfied, the special dividend is expected to be paid
before the end of November.
"The Board decided that this special dividend - the first-ever for Emmis -
would reward all of its common shareholders while at the same time establish
an appropriate capital structure for Emmis to achieve its strategies," Emmis
Chairman and CEO Jeff Smulyan said. "This action demonstrates the Board's
confidence in Emmis' financial discipline, while allowing all shareholders to
benefit from overachieving the expected sale price for our television
stations. Coupled with last year's Dutch auction tender, we will have returned
almost $550 million to shareholders in the last eighteen months."
During its Friday, Sept. 15, 2006 meeting, the Emmis Board authorized
management to take steps to implement the special dividend and indicated its
intent to formally declare the special dividend subject to (i) satisfying
applicable legal standards, (ii) obtaining the necessary financing on terms
and conditions acceptable to the Board, (iii) establishment by the Board of
the record date and payment date in accordance with applicable Nasdaq Stock
Market requirements and (iv) final Board approval.
The company currently has approximately 37.3 million shares outstanding,
including Class A and Class B common stock.
Also, Emmis announced today that its subsidiary, Emmis Operating Company,
intends to commence an offer to purchase, at par value, all of the outstanding
6?% Senior Subordinated Notes due 2012 pursuant to an asset sale offer
required under the indenture for a portion of the Notes and a tender offer for
the balance of the Notes with a consent solicitation. The terms and conditions
of the offers and solicitation will be set forth in an Offer to Purchase and
Consent Solicitation Statement, which is expected to be distributed later this
week. The payment of the special dividend will not be conditioned on the
results of the asset sale offer, the tender offer or the consent solicitation.
This news release is neither an offer to purchase nor a solicitation of an
offer to purchase the Notes. The offers and consent solicitation will be made
only by reference to the Offer to Purchase and Consent Solicitation Statement.
EMMIS COMMUNICATIONS -- GREAT MEDIA, GREAT PEOPLE, GREAT SERVICE(R)
Emmis is an Indianapolis-based diversified media firm with radio broadcasting,
television broadcasting and magazine publishing operations. Emmis owns 21 FM
and 2 AM domestic radio stations serving the nation's largest markets of New
York, Los Angeles and Chicago, as
EXHIBIT 99.1
well as St. Louis, Austin, Indianapolis and Terre Haute, Ind. In May 2005,
Emmis announced its intent to seek strategic alternatives for its 16
television stations, and has sold 14 of them. Emmis owns a radio network,
international radio stations, regional and specialty magazines, an interactive
business and ancillary businesses in broadcast sales.
NOTE: CERTAIN STATEMENTS INCLUDED IN THIS RELEASE WHICH ARE NOT STATEMENTS OF
HISTORICAL FACT, INCLUDING BUT NOT LIMITED TO THOSE IDENTIFIED WITH THE WORDS
"EXPECT," "WILL" OR "LOOK" ARE INTENDED TO BE, AND ARE, BY THIS NOTE,
IDENTIFIED AS "FORWARD-LOOKING STATEMENTS," AS DEFINED IN THE SECURITIES AND
EXCHANGE ACT OF 1934, AS AMENDED. SUCH STATEMENTS INVOLVE KNOWN AND UNKNOWN
RISKS, UNCERTAINTIES AND OTHER FACTORS THAT MAY CAUSE THE ACTUAL RESULTS,
PERFORMANCE OR ACHIEVEMENTS OF EMMIS TO BE MATERIALLY DIFFERENT FROM ANY
FUTURE RESULT, PERFORMANCE OR ACHIEVEMENT EXPRESSED OR IMPLIED BY SUCH
FORWARD-LOOKING STATEMENT. SUCH FACTORS INCLUDE, AMONG OTHERS:
o MATERIAL ADVERSE CHANGES IN ECONOMIC CONDITIONS IN THE MARKETS OF
EMMIS;
o THE ABILITY OF EMMIS' STATIONS AND MAGAZINES TO ATTRACT AND RETAIN
ADVERTISERS;
o LOSS OF KEY PERSONNEL;
o THE ABILITY OF EMMIS' STATIONS TO ATTRACT QUALITY PROGRAMMING AND
ITS MAGAZINES TO ATTRACT GOOD EDITORS, WRITERS AND PHOTOGRAPHERS;
o UNCERTAINTY AS TO THE ABILITY OF EMMIS' STATIONS TO INCREASE OR
SUSTAIN AUDIENCE SHARE FOR THEIR PROGRAMS AND EMMIS' MAGAZINES TO
INCREASE OR SUSTAIN SUBSCRIBER DEMAND;
o COMPETITION FROM OTHER MEDIA AND THE IMPACT OF SIGNIFICANT
COMPETITION FOR ADVERTISING REVENUES FROM OTHER MEDIA;
o FUTURE REGULATORY ACTIONS AND CONDITIONS IN THE OPERATING AREAS OF
EMMIS;
o THE NECESSITY FOR ADDITIONAL CAPITAL EXPENDITURES AND WHETHER EMMIS'
PROGRAMMING AND OTHER EXPENSES INCREASE AT A RATE FASTER THAN
EXPECTED;
o INCREASINGLY HOSTILE REACTION OF VARIOUS INDIVIDUALS AND GROUPS,
INCLUDING THE GOVERNMENT, TO CERTAIN CONTENT BROADCAST ON RADIO AND
TELEVISION STATIONS IN THE UNITED STATES;
o FINANCIAL COMMUNITY AND RATING AGENCY PERCEPTIONS OF EMMIS'
BUSINESS, OPERATIONS AND FINANCIAL CONDITION AND THE INDUSTRY IN
WHICH IT OPERATES;
o THE EFFECTS OF TERRORIST ATTACKS, POLITICAL INSTABILITY, WAR AND
OTHER SIGNIFICANT EVENTS;
o RAPID CHANGES IN TECHNOLOGY AND STANDARDS IN EMMIS' INDUSTRY;
o WHETHER PENDING TRANSACTIONS, IF ANY, OR ANY OF THE TRANSACTIONS
DESCRIBED ABOVE ARE COMPLETED ON THE TERMS AND AT THE TIMES SET
FORTH, IF AT ALL; AND
o OTHER RISKS AND UNCERTAINTIES INHERENT IN THE RADIO BROADCASTING AND
MAGAZINE PUBLISHING BUSINESSES.
EMMIS DOES NOT UNDERTAKE ANY OBLIGATION TO PUBLICLY UPDATE OR REVISE ANY
FORWARD-LOOKING STATEMENTS BECAUSE OF NEW INFORMATION, FUTURE EVENTS OR
OTHERWISE.