sc13gza

0000950134-07-007980.txt : 20070411 0000950134-07-007980.hdr.sgml : 20070411 20070411170359 ACCESSION NUMBER: 0000950134-07-007980 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20070411 DATE AS OF CHANGE: 20070411 GROUP MEMBERS: TCS CAPITAL GP LLC GROUP MEMBERS: TCS CAPITAL INVESTMENTS LP SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: EMMIS COMMUNICATIONS CORP CENTRAL INDEX KEY: 0000783005 STANDARD INDUSTRIAL CLASSIFICATION: RADIO BROADCASTING STATIONS [4832] IRS NUMBER: 351542018 STATE OF INCORPORATION: IN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-43521 FILM NUMBER: 07761844 BUSINESS ADDRESS: STREET 1: ONE EMMIS PLAZA STREET 2: 40 MONUMENT CIRCLE SUITE 700 CITY: INDIANAPOLIS STATE: IN ZIP: 46204 BUSINESS PHONE: 3172660100 MAIL ADDRESS: STREET 1: ONE EMMIS PLAZA STREET 2: 40 MONUMENT CIRCLE #700 CITY: INDIANAPOLIS STATE: IN ZIP: 46204 FORMER COMPANY: FORMER CONFORMED NAME: EMMIS BROADCASTING CORPORATION DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SEMLER ERIC CENTRAL INDEX KEY: 0001162095 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: C/O PALI CAPITAL STREET 2: 350 PARK AVE 4TH FL CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212 650 9811 SC 13G/A 1 d45473sc13gza.htm AMENDMENT TO SCHEDULE 13G sc13gza


	OMB APPROVAL
	OMB Number: 3235-0145
	Expires: February 28, 2009
	Estimated average burden hours per response...10.4

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. 3)*

EMMIS COMMUNICATIONS CORPORATION

(Name of Issuer)

Class A Common Stock

(Title of Class of Securities)

291525103

(CUSIP Number)

April 2, 2007

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o Rule 13d-1(b)

þ Rule 13d-1(c)

o Rule 13d-1(d)

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


CUSIP No.		291525103


1	NAMES OF REPORTING PERSONS: TCS CAPITAL INVESTMENTS, L.P.

	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
	(a) o
	(b) þ

3	SEC USE ONLY:



4	CITIZENSHIP OR PLACE OF ORGANIZATION:

	CAYMAN ISLANDS

		5	SOLE VOTING POWER:

NUMBER OF			1,679,530

SHARES		6	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			0

EACH		7	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			1,679,530

WITH:		8	SHARED DISPOSITIVE POWER:

			0

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

	1,679,530

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):

	5.2%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

	PN


CUSIP No.		291525103


1	NAMES OF REPORTING PERSONS: TCS CAPITAL GP, LLC

	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
	(a) o
	(b) þ

3	SEC USE ONLY:



4	CITIZENSHIP OR PLACE OF ORGANIZATION:

	DELAWARE

		5	SOLE VOTING POWER:

NUMBER OF			2,712,300

SHARES		6	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			0

EACH		7	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			2,712,300

WITH:		8	SHARED DISPOSITIVE POWER:

			0

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

	2,712,300

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):

	8.4%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

	OO


CUSIP No.		291525103


1	NAMES OF REPORTING PERSONS: ERIC SEMLER

	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
	(a) o
	(b) þ

3	SEC USE ONLY:



4	CITIZENSHIP OR PLACE OF ORGANIZATION:

	UNITED STATES

		5	SOLE VOTING POWER:

NUMBER OF			2,712,300

SHARES		6	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			0

EACH		7	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			2,712,300

WITH:		8	SHARED DISPOSITIVE POWER:

			0

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

	2,712,300

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):

	8.4%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

	IN


CUSIP No.		291525103

Schedule 13G/A

This Amendment No. 3 (“Amendment”) to Schedule 13G (the “Schedule 13G”), relating to shares of Class A Common Stock, par value $0.01 per share (the “Common Stock”), of Emmis Communications Corporation (the “Issuer”), is being filed with the Securities and Exchange Commission (the “Commission”). This Amendment is being filed on behalf of TCS Capital Investments, L.P., a Cayman Islands exempted limited partnership (“TCS Offshore”), TCS Capital GP, LLC, a Delaware limited liability company (“TCS GP”), and Eric Semler, the principal of TCS GP.

This Amendment relates to (A) shares of Common Stock of the Issuer purchased by Eric Semler and TCS GP for the accounts of (i) TCS Capital, L.P., a Delaware limited partnership (“TCS Capital”), (ii) TCS Capital II, L.P., a Delaware limited partnership (“TCS Capital II”), and (iii) TCS Offshore, and (B) shares of Common Stock of the Issuer held by TCS Offshore. TCS Capital holds 144,147 shares of the Common Stock, TCS Capital II holds 888,623 shares of the Common Stock, and TCS Offshore holds 1,679,530 shares of the Common Stock. TCS GP acts as general partner to each of TCS Capital, TCS Capital II and TCS Offshore, and Mr. Semler, as manager of TCS GP, controls the investment decisions of TCS GP.

This Amendment is being filed to amend and restate Items 2(a), 2(c) and 4 as follows:

Item 2(a) Name of Person Filing.

TCS Capital Investments, L.P., TCS Capital GP, LLC and Eric Semler.

Item 2(c) Citizenship or Place of Organization.

TCS Capital Investments, L.P. is a Cayman Islands exempted limited partnership. TCS Capital GP, LLC is a limited liability company organized under the laws of the State of Delaware. Eric Semler is the principal of TCS Capital GP, LLC and is a United States citizen.

Item 4. Ownership:

Item 4(a) Amount Beneficially Owned:

TCS Offshore may be deemed to be the beneficial owner of 1,679,530 shares of Common Stock. Each of TCS GP and Mr. Semler may be deemed to be the beneficial owner of 2,712,300 shares of Common Stock; this number consists of (A) 1,679,530 shares of Common Stock held for the account of TCS Offshore, (B) 144,147 shares of Common Stock held for the account of TCS Capital, and (C) 888,623 shares of Common Stock held for the account of TCS Capital II.

Item 4(b) Percent of Class:

The number of shares of Common Stock TCS Offshore may be deemed to beneficially own constitutes approximately 5.2% of the total amount of Common Stock outstanding. The number of shares of Common Stock each of TCS GP and Mr. Semler may be deemed to beneficially own constitutes approximately 8.4% of the total amount of Common Stock outstanding. (Based upon information


CUSIP No.		291525103

provided by the Issuer in its most recently-filed quarterly report on Form 10-Q, the number of shares of Common Stock outstanding was 32,396,671 as of January 2, 2007.)

Item 4(c) Number of shares as to which such person has:


TCS Offshore
(i)	Sole power to vote or direct the vote	1,679,530

(ii)	Shared power to vote or to direct the vote	0

(iii)	Sole power to dispose or to direct the disposition of	1,679,530

(iv)	Shared power to dispose or to direct the disposition of	0


TCS GP
(i)	Sole power to vote or direct the vote	2,712,300

(ii)	Shared power to vote or to direct the vote	0

(iii)	Sole power to dispose or to direct the disposition of	2,712,300

(iv)	Shared power to dispose or to direct the disposition of	0


Mr. Semler
(i)	Sole power to vote or direct the vote	2,712,300

(ii)	Shared power to vote or to direct the vote	0

(iii)	Sole power to dispose or to direct the disposition of	2,712,300

(iv)	Shared power to dispose or to direct the disposition of	0


CUSIP No.		291525103

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.


Date: April 11, 2007		TCS CAPITAL INVESTMENTS, L.P.

		By: TCS Capital GP, LLC, general partner

		By: /s/ Eric Semler

		Name: Eric Semler
		Title: Managing Member


		TCS CAPITAL GP, LLC

		By: /s/ Eric Semler

		Name: Eric Semler
		Title: Managing Member


		ERIC SEMLER

		By: /s/ Eric Semler


CUSIP No.		291525103

EXHIBIT INDEX

Joint Filing Agreement by and among Mr. Eric Semler, TCS Capital GP, LLC and TCS Capital Investments, L.P.

EX-99.A 2 d45473exv99wa.htm JOINT FILING AGREEMENT exv99wa


CUSIP No.		291525103

EXHIBIT A
JOINT FILING AGREEMENT

The undersigned hereby agree that the statement on Schedule 13G with respect to the Class A Common Stock of Emmis Communications Corporation is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934.


Date: April 11, 2007		TCS CAPITAL INVESTMENTS, L.P.

		By: TCS Capital GP, LLC, general partner

		By: /s/ Eric Semler

		Name: Eric Semler
		Title: Managing Member


		TCS CAPITAL GP, LLC

		By: /s/ Eric Semler

		Name: Eric Semler
		Title: Managing Member


		ERIC SEMLER

		By: /s/ Eric Semler