SC TO-T/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO

Tender Offer Statement under Section 14(d)(1) or 13(e)(1)

of the Securities Exchange Act of 1934

(Amendment No. 4)

EMMIS COMMUNICATIONS CORPORATION

(Name of Subject Company)

Class A Common Stock, par value $0.01 per share
(Title of Class of Securities)

291525103
(CUSIP Number of Class of Securities)

JS ACQUISITION, INC.
(Offeror)

JS ACQUISITION, LLC
(The parent of Offeror)

Jeffrey H. Smulyan
(The controlling person of Offeror)

EMMIS COMMUNICATIONS CORPORATION
(Issuer)

(Name of Filing Persons (identifying status as offeror, issuer and other person))

Jeffrey H. Smulyan
JS Acquisition, Inc.
JS Acquisition, LLC

c/o James A. Strain
Taft Stettinius & Hollister LLP
One Indiana Square

Suite 3500
Indianapolis, Indiana 46204
Telephone: (317) 713-3500

(Name, Address and Telephone Number of Persons Authorized to Receive Notices and Communications on Behalf of Filing Persons)

Copy to:
James M. Dubin, Esq.
Kelley D. Parker, Esq.
Paul, Weiss, Rifkind, Wharton & Garrison LLP
1285 Avenue of the Americas
New York, NY 10019-6064
Telephone: (212) 373-3000

CALCULATION OF FILING FEE

Transaction Valuation(1)	Amount of Filing Fee(2)
$71,334,878	$5086.18

(1)

The transaction valuation is estimated solely for purposes of calculating the filing fee. The calculation assumes the purchase of all 32,910,753 shares of Class A Common Stock of Emmis Communications Corporation, an Indiana corporation (“Emmis”), par value $0.01 per share (the “Shares”) outstanding as of May 17, 2010 by JS Acquisition, Inc., an Indiana corporation (“JS Acquisition”) whose equity securities are owned entirely by Mr. Jeffrey H. Smulyan, the Chairman, Chief Executive Officer and President of Emmis and JS Acquisition, LLC, an Indiana limited liability company that is wholly-owned by Mr. Smulyan (“JS Parent”), at a purchase price of $2.40 per Share in cash, without interest and less any applicable withholding taxes, other than 62,941 Shares held by Mr. Smulyan and his affiliates, 1,406,500 Shares held by Alden Global Distressed Opportunities Master Fund, L.P. and 1,718,446 Shares to be contributed to Emmis and cancelled pursuant to the Rollover Agreement. Accordingly, this calculation assumes the purchase of 29,722,866 Shares for $71,334,878.

(2)

The amount of the filing fee is calculated in accordance with Rule 0-11 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Fee Rate Advisory #4 for Fiscal Year 2010, issued December 12, 2009. The fee equals $71.30 per one million dollars of transaction value.

þ Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid:	$	5,086.86	Filing Party:	JS Acquisition, Inc.
				JS Acquisition, LLC
				Jeffrey H. Smulyan
Form or Registration No.:	Schedule TO-T		Date Filed:	June 2, 2010
	Schedule 13E-3

o Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

þ third-party tender offer subject to Rule 14d-1.

o issuer tender offer subject to Rule 13e-4.

þ going-private transaction subject to Rule 13e-3.

o amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer: o

TABLE OF CONTENTS

	Items 1 through 9, 11 and 13
	Item 12. Exhibits
SIGNATURE
EXHIBIT INDEX
EX-99.A.1.XV
EX-99.A.5.VIII

     This Amendment No. 4 (this “Amendment No. 4”) amends and supplements the Tender Offer Statement and Rule 13e-3 Transaction Statement filed under cover of Schedule TO (as amended and supplemented, the “Schedule TO”) with the Securities and Exchange Commission (the “SEC”) on June 2, 2010, by JS Acquisition, Inc., an Indiana corporation (“JS Acquisition”) whose equity securities are owned entirely by Mr. Jeffrey H. Smulyan, the Chairman, Chief Executive Officer and President of Emmis Communications Corporation, an Indiana corporation (“Emmis”) and JS Acquisition, LLC, an Indiana limited liability company that is wholly owned by Mr. Smulyan (“JS Parent”), JS Parent, Mr. Smulyan and Emmis. The Schedule TO relates to the offer by JS Acquisition to purchase all of the outstanding shares of Class A Common Stock, par value $0.01 per share, of Emmis (the “Shares”) pursuant to and subject to the terms and conditions set forth in the Offer to Purchase, dated June 2, 2010 (as amended and supplemented, the “Offer to Purchase”) and in the related Letter of Transmittal (which, together with any amendments or supplements thereto, collectively constitute the “Offer”).

     All capitalized terms used in this Amendment No. 4 without definition have the meanings ascribed to them in this Amendment No. 4, the Schedule TO or the Offer to Purchase.

     The items of the Schedule TO set forth below are hereby amended and supplemented as follows:

Items 1 through 9, 11 and 13.

1. The Offer has been extended from 5:00 p.m., New York City time, on Tuesday, August 3, 2010 until 5:00 p.m., New York City time, on Friday, August 6, 2010. All references in the Offer to Purchase, the Letter of Transmittal, the Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees, the Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees and the Letter to Participants in the Emmis Operating Company 401(k) Plan to the Expiration Date of 5:00 p.m., New York City time, on Tuesday, August 3, 2010 are hereby amended and restated to refer to 5:00 p.m., New York City time, on Friday, August 6, 2010.

2. As of 5:00 p.m., New York City time, on Tuesday, August 3, 2010, 21,270,888 Shares had been tendered into and not withdrawn from the Offer. If not withdrawn at or prior to expiration of the Offer, these Shares would satisfy the Minimum Tender Condition. In addition, as of 5:00 p.m., New York City time, on Tuesday, August 3, 2010, 1,574,615 shares of Existing Preferred Stock had been tendered into and not withdrawn from the Exchange Offer.

3. “Special Factors” (Section 1 — Background of the Offer; Past Contacts and Negotiations with Emmis) of the Offer to Purchase is hereby amended by deleting the last sentence of the fifteenth paragraph thereof, and replacing the deleted text with the following:

“As of August 4, 2010, a total of eight putative class action complaints were filed, six of which were filed in the Marion County Superior Court of Indiana, one of which was filed in the United States District Court of the Southern District of Indiana and one of which was filed in the United States District Court of the Southern District of New York, and each of which seeks, among other things, injunctive relief against the proposed Transactions based on allegations of breach of fiduciary duty.”

4. “Special Factors” (Section 1 — Background of the Offer; Past Contacts and Negotiations with Emmis) of the Offer to Purchase is hereby also amended by inserting the following sentence in its entirety after the first sentence of the fourth last paragraph thereof:

“Also on June 23, 2010, Emmis (with the approval of the Committee) consented to the extension of the Offer pursuant to the terms of the Merger Agreement.”

5. “Special Factors” (Section 1 — Background of the Offer; Past Contacts and Negotiations with Emmis) of the Offer to Purchase is hereby also amended by inserting the following paragraphs after the last paragraph thereof:

“On July 9, 2010, a group of holders of Existing Preferred Stock, which includes Double Diamond Partners LLC, Zazove Aggressive Growth Fund, L.P., R2 Investments, LDC, DJD Group LLC, Third Point LLC, the Radoff Family Foundation, Bradley L. Radoff, LKCM Private Discipline Master Fund,

SPC and Kevin A. Fight (collectively, the “Locked-Up Holders”) entered into a written lock-up agreement (the “Lock-Up Agreement”) pursuant to which, among other things, each of the Locked-Up Holders agreed to: (1) vote or cause to be voted any and all of its shares of Existing Preferred Stock against the Proposed Amendments; (2) restrict dispositions of Existing Preferred Stock; (3) not enter into any agreement, arrangement or understanding with any person for the purpose of holding, voting or disposing of any securities of Emmis, or derivative instruments with respect to securities of Emmis; (4) consult with each other prior to making any public announcement concerning Emmis; and (5) share certain expenses incurred in connection with their investment in the Existing Preferred Stock, in each case during the term of the Lock-Up Agreement. As a result of the Lock-Up Agreement, the Locked-Up Holders may be deemed to have formed a group within the meaning of Rule 13d-5(b) under the Exchange Act. The Locked-Up Holders collectively own 1,074,915 shares of Existing Preferred Stock, representing approximately 38.3% of the issued and outstanding shares of Existing Preferred Stock. This description of the Lock-Up Agreement is qualified in its entirety by reference to the full text of the Lock-Up Agreement, a copy of which is filed as Exhibit 99.1 to the Schedule 13D filed by Amalgamated Gadget, L.P. with the SEC on July 9, 2010.

Since the announcement of the Lock-Up Agreement, representatives of JS Acquisition, Emmis and Alden have been in discussions with representatives of the Locked-Up Holders in an effort to obtain the approval of the Locked-Up Holders with respect to the Proposed Amendments. The Locked-Up Holders requested various changes to the terms of the Transactions, and no agreement had been reached by the parties as of August 3, 2010.

In light of the ongoing discussions and negotiations with the Locked-Up Holders, on August 3, 2010, Emmis extended the Exchange Offer until 5:00 p.m., New York City time, on Friday, August 6, 2010, and issued a press release announcing the extension of the Exchange Offer and the adjournment of the special meeting of Emmis shareholders, which was convened at 6:30 p.m., local time, on Tuesday, August 3, 2010, at One Emmis Plaza, 40 Monument Circle, Indianapolis, Indiana 46204 (“Emmis’ Headquarters”), to vote on the Proposed Amendments, until 6:30 p.m., local time, on Friday, August 6, 2010, at Emmis’ Headquarters. On that same day, JS Acquisition extended the Offer and issued a press release announcing the extension of the Offer until 5:00 p.m., New York City time, on Friday, August 6, 2010. Accordingly, on the same day, Emmis (with the approval of the Committee) consented to the extension of the Offer, and JS Parent consented to the extension of the Exchange Offer, pursuant to the terms of the Merger Agreement. Also on that same day, Alden consented to the extension of the Offer and the Exchange Offer pursuant to the terms of the Alden Purchase Agreement.

On August 4, 2010, JS Acquisition, JS Parent, Mr. Smulyan and Emmis filed an Amendment to their combined Statement on Schedule TO and Schedule 13E-3 with the SEC with respect to the extension of the Offer. On that same day, Emmis filed Amendment No. 4 to its Schedule TO/13E-3 with the SEC with respect to the extension of the Exchange Offer. During the extension of the Offer and the Exchange Offer, JS Parent, JS Acquisition and Mr. Smulyan have stated that they expect to continue to negotiate with the Locked-Up Holders and consider other options, including an alternative structure that would still allow a tender offer for the Shares to proceed without any changes to the terms of the Existing Preferred Stock and without an offer by Emmis to exchange the New Notes for the Existing Preferred Stock. As of August 4, 2010, there was no assurance that either an agreement would be reached with the Locked-Up Holders or that an alternative structure could be implemented.”

The press release issued by JS Acquisition is attached hereto as Exhibit (a)(1)(xv). The Amendment to the Definitive Proxy Statement/Offer to Exchange and the press release issued by Emmis on August 4, 2010 have been filed as Exhibit (a)(1)(i) and Exhibit (a)(1)(xv), respectively, to Amendment No. 4 to the combined Statement on Schedule TO and Schedule 13E-3 filed by JS Acquisition, JS Parent, Mr. Smulyan and Emmis with the SEC on August 4, 2010, with respect to the Exchange Offer, and the Lock-Up Agreement has been filed as Exhibit 99.1 to the Schedule 13D filed by Amalgamated Gadget, L.P. with the SEC on July 9, 2010. All three documents are incorporated herein by reference.

6. “The Offer” (Section 15 — Certain Legal Matters — Shareholder Litigation) of the Offer to Purchase is hereby amended by deleting the section in its entirety, and restating it as follows:

“On April 26, 2010, JS Acquisition announced its intention to commence the proposed tender offer. Thereafter, a number of purported class actions were filed against various combinations of Emmis,

JS Acquisition, Alden, and members of the Board concerning the proposed tender offer. Emmis is aware of the following eight class action lawsuits:

• Fritzi Ross, on behalf of herself and all others similarly situated vs. Jeffrey H. Smulyan, Susan B. Bayh, Gary L. Kaseff, Richard A. Leventhal, Peter A. Lund, Greg A. Nathanson, Lawrence B. Sorrel, Patrick M. Walsh, Emmis Communications Corporation, JS Acquisition, Inc., and Alden Global Capital; Cause No. 49D13 1004 MF 019005, filed April 27, 2010;

• Charles Hinkle, on behalf of himself and all others similarly situated vs. Susan Bayh, Gary Kaseff, Richard Leventhal, Peter Lund, Greg Nathanson, Jeffrey H. Smulyan, Lawrence Sorrel, Patrick Walsh, and Emmis Communications Corporation; Cause No. 49D10 1004 PL 019747, filed April 30, 2010;

• William McQueen, on behalf of himself and all others similarly situated vs. Jeffrey H. Smulyan, Susan B. Bayh, Gary L. Kaseff, Richard A. Leventhal, Peter A. Lund, Greg A. Nathanson, Lawrence B. Sorrel, Patrick M. Walsh, JS Acquisition, Inc., and Alden Global Capital; Cause No. 49D02 1005 MF 020013, filed May 3, 2010;

• David Jarosclawicz, on behalf of himself and all others similarly situated vs. Jeffrey H. Smulyan, Susan B. Bayh,Gary L. Kaseff, Richard A. Leventhal, Peter A. Lund, Greg A. Nathanson, Lawrence B. Sorrel, Patrick M. Walsh, JS Acquisition, Incorporated, and Emmis Communications Corporation; Cause No. 49D03 1005 PL 020506, filed May 6, 2010;

• Timothy Stabosz, on behalf of himself and all others similarly situated vs. Susan Bayh, Gary Kaseff, Richard Leventhal, Peter Lund, Greg Nathanson, Jeffrey H. Smulyan, Lawrence Sorrel, Patrick Walsh, and Emmis Communications Corporation; Cause No. 49D11 1005 PL 021432, filed May 12, 2010;

• Richard Frank, on behalf of himself and all others similarly situated v. Jeffrey H. Smulyan, Susan Bayh, Gary Kaseff, Richard Leventhal, Peter Lund, Greg Nathanson, Lawrence Sorrel, Patrick Walsh, Emmis Communications Corporation, JS Acquisition, Inc., JS Acquisition, LLC, and Alden Global Capital; Cause No. 49D10 1006 PL 025149, filed June 4, 2010;

• Ted Primich, on behalf of himself and all others similarly situated v. Jeffrey Smulyan, Patrick Walsh, Susan Bayh, Gary Kaseff, Richard Leventhal, Lawrence Sorrel, Greg Nathanson, Peter Lund, Emmis Communications Corporation, JS Acquisition, Inc., and JS Acquisition, LLC; Action No. 1:10-cv-0782SEB-TAB, in the United States District Court for the Southern District of Indiana, filed June 18, 2010; and

• Richard Frank, on behalf of himself and others similarly situated v. Susan Bayh, Gary Kaseff, Richard Leventhal, Peter Lund, Greg Nathanson, Jeffrey H. Smulyan, Lawrence Sorrel, Patrick Walsh, and Emmis Communications Corporation; Cause No. 10 CIV 5409, in the United States District Court of the Southern District of New York, filed July 15, 2010.

The Defendants in the Primich action have until August 9, 2010 to respond to the complaint.

On May 6, 2010, Plaintiffs in the Jarosclawicz action served initial discovery requests on Defendants.

On May 10, 2010, Plaintiffs in the Ross and McQueen actions moved to consolidate those two actions into one and also moved for the appointment of Brower Piven, A Professional Corporation and Kroger Gardis & Regas, LLP as Interim Co-Lead Counsel. By order dated May 11, 2010, the Court conditionally approved the consolidation and set a hearing for June 1, 2010 on the issue of lead counsel.

On May 14, 2010, Plaintiffs in the Stabosz action served initial discovery requests on Defendants.

On May 20, 2010, Plaintiffs in the Stabosz action filed a Motion for Expedited Response to certain document requests.

On May 20, 2010, Plaintiffs in the Hinkle, Jarosclawicz, and Stabosz actions moved to consolidate those actions into the Ross/McQueen action.

On May 21, 2010, certain of the Defendants in the Ross action filed a Motion for Change of Venue from the Judge. By Order dated May 24, 2010, the Court granted the motion, and a new judge has qualified.

On May 26, 2010, the law firms representing the Stabosz and Hinkle Plaintiffs filed in the Ross, Stabosz, and Hinkle actions motions to appoint Cohen & Malad LLP and Wolf Popper LLP as co-lead counsel and in opposition to the appointment of Brower Piven and Kroger Gardis & Regas, LLP as co-lead counsel.

On May 28, 2010, the law firms representing the plaintiffs in the Ross and McQueen cases filed a memorandum in opposition to the consolidation of the Stabosz, Hinkle and Jarosclawicz cases and further moved to stay those two actions. In addition, those firms moved for expedited discovery from the defendants.

Also on May 28, 2010, the plaintiff in Hinkle filed an emergency motion for preliminary injunction to enjoin the defendants from taking any steps to complete the transaction. That plaintiff also requested expedited discovery from the defendants and the setting of an expedited briefing schedule.

On June 4, 2010, a sixth purported class action complaint was filed, styled Richard Frank v. Jeffrey H. Smulyan, Susan Bayh, Gary Kaseff, Richard Leventhal, Peter Lund, Greg Nathanson, Lawrence Sorrel, Patrick Walsh, Emmis Communications Corporation, JS Acquisition, Inc., JS Acquisition, LLC, and Alden Global Capital, Cause No. 49D10 1006 PL 025149. Like the five previously filed actions, the Frank action was filed in the Marion Superior Court in Indiana.

On June 8, 2010, Defendants filed an Objection to Plaintiffs’ Motion for Expedited Discovery. Also on June 8, Plaintiffs in the Hinkle and Stabosz actions filed Amended Complaints.

On June 9, 2010, the Court in the Ross action granted Plaintiffs’ Motion to Consolidate Related Actions, consolidating the Hinkle, McQueen, Jarosclawicz, and Stabosz actions into the Ross action before Judge Moberly. The consolidated action was re-captioned In re: Emmis Shareholder Litigation by order of the Court dated June 15, 2010. Also, on June 9, 2010, Plaintiffs Stabosz and Hinkle filed a Reply in Further Support of Their Motions for Expedited Discovery and Preliminary Injunction.

On June 10, 2010, Defendants moved to dismiss the five consolidated purported class actions.

On June 11, 2010, Defendants filed a Sur-Reply in Opposition to Motions for Expedited Discovery by Plaintiffs Stabosz and Hinkle.

On June 14, 2010, Plaintiffs Stabosz and Hinkle filed their Response to Defendants’ Sur-Reply in Opposition to Motions for Expedited Discovery.

On June 15, 2010, the Court issued an Order Appointing Cohen & Malad, LLP and Wolf Popper LLP as Co-Lead Counsel for Plaintiffs, and also issued an Order Granting Plaintiff’s Motion to Expedite Response to Document Requests and For Four Depositions of Defendants and their Representatives Relating to Emergency Motion for Preliminary Injunction. The parties currently are exchanging discovery in accordance with the latter order pursuant to an agreed-upon schedule.

On June 18, 2010, a seventh purported class action complaint was filed, styled Ted Primich v. Jeffrey Smulyan, Patrick Walsh, Susan Bayh, Gary Kaseff, Richard Leventhal, Lawrence Sorrel, Greg

Nathanson, Peter Lund, Emmis Communications Corporation, JS Acquisition, Inc., and JS Acquisition, LLC, action number 1:10-cv-0782SEB-TAB, in the United States District Court for the Southern District of Indiana.

On June 25, 2010, Alden filed a joinder in the Motion to Dismiss filed on June 10, 2010. The joinder was filed in the four actions in which Alden was named as a defendant — the Ross, Hinkle, McQueen, and Stabosz actions.

The parties agreed to a Stipulation and Proposed Order Relating to the Scheduling of Depositions, Briefing, and Hearing on Plaintiffs’ Emergency Motion for Preliminary Injunction and Defendants’ Motion to Dismiss (the “Scheduling Stipulation”) in In re: Emmis Shareholder Litigation, which was entered by the Court on July 2, 2010. Pursuant to the Scheduling Stipulation, depositions were taken and concluded by June 30, 2010.

On July 3, 2010, also pursuant to the Scheduling Stipulation, Plaintiffs served on Defendants their Memorandum of Law in Support of Their Motion for Preliminary Injunction and in Opposition to Defendants’ Motion to Dismiss. In accordance with the Scheduling Stipulation, Defendants served their Brief Opposing Plaintiffs’ Motion for Preliminary Injunction and their Reply Brief in Support of their Motion to Dismiss Shareholder Cases on July 10, 2010. Plaintiffs filed their Reply Memorandum of Law in Support of their Motion for Perliminary Injunction on July 14, 2010.

Also on July 14, 2010, Robert Frank voluntarily dismissed his lawsuit pending in the Marion County Superior Court. On July 19, 2010, Robert Frank filed his second lawsuit in the Southern District of New York.

A hearing on Plaintiffs’ motion for preliminary injunction in In re: Emmis Shareholder Litigation was held on July 19, 2010. On July 27, 2010, Judge Moberly denied the motion for preliminary injunction.

That same day, the Defendants in the Frank case, pending in the United States District Court for the Southern District of New York, filed a motion requesting a) dismissal of that action for improper venue, b) transfer of the action to the United States District Court for the Southern District of Indiana or c) a stay of the action pending resolution of the Primich case. No date for a hearing on that motion has been set. There is, however, a pre-trial conference set in the federal Frank case for August 19, 2010, before the Honorable Judge Harold Baer, Jr.

In addition, several law firms and investor advocacy groups that have not appeared in the above-listed lawsuits, including but not limited to Finkelstein Thompson LLP, the Law Offices of Howard G. Smith, Levi & Korinsky, LLP, Rigrodsky & Long, P.A., Tripp Levy PLLC and the Shareholders Foundation, Inc., have commenced investigations into potential claims with respect to the Transactions.”

Item 12. Exhibits.

Item 12 of the Schedule TO is hereby amended and supplemented to add the following exhibits:

(a)(1)(xv)	Press Release, dated August 3, 2010, issued by JS Acquisition, Inc.
(a)(1)(xvi)	Press Release, dated August 3, 2010, issued by Emmis Communications Corporation (incorporated by reference to Exhibit (a)(1)(xv) to Amendment No. 4 to the combined Statement on Schedule TO and Schedule 13E-3 filed by JS Acquisition, Inc., JS Acquisition, LLC, Jeffrey H. Smulyan and Emmis Communications Corporation with the SEC on August 4, 2010).
(a)(2)(v)	Amendment No. 4 to the Definitive Proxy Statement/Offer to Exchange, dated August 4, 2010 (incorporated by reference to Exhibit (a)(1)(i) to Amendment No. 4 to the combined

	Statement on Schedule TO and Schedule 13E-3 filed by JS Acquisition, Inc., JS Acquisition, LLC, Jeffrey H. Smulyan and Emmis Communications Corporation with the SEC on August 4, 2010).
(a)(5)(viii)	Complaint of Richard Frank, on behalf of himself and others similarly situated v. Susan Bayh, Gary Kaseff, Richard Leventhal, Peter Lund, Greg Nathanson, Jeffrey H. Smulyan, Lawrence Sorrel, Patrick Walsh, and Emmis Communications Corporation; Cause No. 10 CIV 5409, filed in the United States District Court of the Southern District of New York, on July 15, 2010.
(d)(ix)	Lock-Up Agreement, dated July 9, 2010, by and among the Locked-Up Holders (as defined therein) (incorporated by reference to Exhibit 99.1 to the Schedule 13D filed by Amalgamated Gadget, L.P. with the SEC on July 9, 2010).

SIGNATURE

     After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

JS ACQUISITION, INC.
By:	/s/ Jeffrey H. Smulyan
	Name:	Jeffrey H. Smulyan
	Title:	President, Treasurer and Secretary
JS ACQUISITION, LLC
By:	/s/ Jeffrey H. Smulyan
	Name:	Jeffrey H. Smulyan
	Title:	President, Treasurer and Secretary
/s/ Jeffrey H. Smulyan
Jeffrey H. Smulyan
EMMIS COMMUNICATIONS CORPORATION
By:	/s/ J. Scott Enright
	Name:	J. Scott Enright
	Title:	Executive Vice President, General Counsel and Secretary

Date: August 4, 2010

EXHIBIT INDEX

Exhibit	Description
*(a)(1)(i)	Offer to Purchase, dated June 2, 2010.
*(a)(1)(ii)	Letter of Transmittal.
*(a)(1)(iii)	Notice of Guaranteed Delivery.
*(a)(l)(iv)	Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.
*(a)(l)(v)	Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.
*(a)(l)(vi)	Letter to Participants in the Emmis Operating Company 401(k) Plan.
*(a)(1)(vii)	Guidelines for Certification of Taxpayer Identification Number on Substitute IRS Form W-9.
*(a)(1)(viii)	Joint Press Release, dated April 26, 2010, issued by JS Acquisition, Inc. and Alden Global Capital (incorporated by reference to the Statement on Schedule TO-C and Schedule 14A filed by JS Acquisition, Inc. with the SEC on April 26, 2010).
*(a)(1)(ix)	Press Release, dated May 25, 2010, issued by Emmis Communications Corporation (incorporated by reference to the Statement on Schedule TO-C and Schedule 14A filed by JS Acquisition, Inc. with the SEC on May 26, 2010).
*(a)(1)(x)	Press Release, dated June 2, 2010, issued by JS Acquisition, Inc.
*(a)(1)(xi)	Press Release, dated June 23, 2010, issued by JS Acquisition, Inc.
*(a)(1)(xii)	Press Release, dated June 23, 2010, issued by Emmis Communications Corporation (incorporated by reference to the DEFA 14A of Emmis Communications Corporation, dated June 23, 2010).
*(a)(1)(xiii)	Press Release, dated July 6, 2010, issued by JS Acquisition, Inc.
*(a)(1)(xiv)	Press Release, dated July 6, 2010, issued by Emmis Communications Corporation (incorporated by reference to Exhibit (a)(1)(xiii) to Amendment No. 3 to the combined Statement on Schedule TO and Schedule 13E-3 filed by JS Acquisition, Inc., JS Acquisition, LLC, Jeffrey H. Smulyan and Emmis Communications Corporation with the SEC on July 6, 2010).
(a)(1)(xv)	Press Release, dated August 3, 2010, issued by JS Acquisition, Inc.
(a)(1)(xvi)	Press Release, dated August 3, 2010, issued by Emmis Communications Corporation (incorporated by reference to Exhibit (a)(1)(xv) to Amendment No. 4 to the combined Statement on Schedule TO and Schedule 13E-3 filed by JS Acquisition, Inc., JS Acquisition, LLC, Jeffrey H. Smulyan and Emmis Communications Corporation with the SEC on August 4, 2010).
*(a)(2)(i)	Proxy Statement/Offer to Exchange, dated May 27, 2010 (incorporated by reference to Exhibit (a)(1)(i) to the combined Statement on Schedule TO and Schedule 13E-3 filed by Emmis Communications Corporation with the SEC on May 27, 2010).
*(a)(2)(ii)	Amended and Restated Preliminary Proxy Statement/Offer to Exchange, dated June 23,

Exhibit	Description
	2010 (incorporated by reference to Exhibit (a)(1)(i) to Amendment No. 1 to the combined Statement on Schedule TO and Schedule 13E-3 filed by JS Acquisition, Inc., JS Acquisition, LLC, Jeffrey H. Smulyan and Emmis Communications Corporation with the SEC on June 23, 2010).
*(a)(2)(iii)	Amended and Restated Preliminary Proxy Statement/Offer to Exchange, dated July 1, 2010 (incorporated by reference to Exhibit (a)(1)(i) to Amendment No. 2 to the combined Statement on Schedule TO and Schedule 13E-3 filed by JS Acquisition, Inc., JS Acquisition, LLC, Jeffrey H. Smulyan and Emmis Communications Corporation with the SEC on July 1, 2010).
*(a)(2)(iv)	Definitive Proxy Statement/Offer to Exchange, dated July 6, 2010 (incorporated by reference to Exhibit (a)(1)(i) to Amendment No. 3 to the combined Statement on Schedule TO and Schedule 13E-3 filed by JS Acquisition, Inc., JS Acquisition, LLC, Jeffrey H. Smulyan and Emmis Communications Corporation with the SEC on July 6, 2010).
(a)(2)(v)	Amendment No. 4 to the Definitive Proxy Statement/Offer to Exchange, dated August 4, 2010 (incorporated by reference to Exhibit (a)(1)(i) to Amendment No. 4 to the combined Statement on Schedule TO and Schedule 13E-3 filed by JS Acquisition, Inc., JS Acquisition, LLC, Jeffrey H. Smulyan and Emmis Communications Corporation with the SEC on August 4, 2010).
*(a)(5)(i)	Complaint of Fritzi Ross, on behalf of herself and all others similarly situated vs. Jeffrey H. Smulyan, Susan B. Bayh, Gary L. Kaseff, Richard A. Leventhal, Peter A. Lund, Greg A. Nathanson, Lawrence B. Sorrel, Patrick M. Walsh, Emmis Communications Corporation, JS Acquisition, Inc., and Alden Global Capital; Cause No. 49D13 1004 MF 019005, filed with the Superior Court of Marion County in the State of Indiana on April 27, 2010.
*(a)(5)(ii)	Complaint of Charles Hinkle, on behalf of himself and all others similarly situated vs. Susan Bayh, Gary Kaseff, Richard Leventhal, Peter Lund, Greg Nathanson, Jeffrey H. Smulyan, Lawrence Sorrel, Patrick Walsh, and Emmis Communications Corporation; Cause No. 49D10 1004 PL 019747, filed with the Superior Court of Marion County in the State of Indiana on April 30, 2010.
*(a)(5)(iii)	Complaint of William McQueen, on behalf of himself and all others similarly situated vs. Jeffrey H. Smulyan, Susan B. Bayh, Gary L. Kaseff, Richard A. Leventhal, Peter A. Lund, Greg A. Nathanson, Lawrence B. Sorrel, Patrick M. Walsh, JS Acquisition, Inc., and Alden Global Capital; Cause No. 49D02 1005 MF 020013, filed with the Superior Court of Marion County in the State of Indiana on May 3, 2010.
*(a)(5)(iv)	Complaint of David Jarosclawicz, on behalf of himself and all others similarly situated vs. Jeffrey H. Smulyan, Susan B. Bayh, Gary L. Kaseff, Richard A. Leventhal, Peter A. Lund, Greg A. Nathanson, Lawrence B. Sorrel, Patrick M. Walsh, JS Acquisition, Incorporated, and Emmis Communications Corporation; Cause No. 49D03 1005 PL 020506, filed with the Superior Court of Marion County in the State of Indiana on May 6, 2010.
*(a)(5)(v)	Complaint of Timothy Stabosz, on behalf of himself and all others similarly situated vs. Susan Bayh, Gary Kaseff, Richard Leventhal, Peter Lund, Greg Nathanson, Jeffrey H. Smulyan, Lawrence Sorrel, Patrick Walsh, and Emmis Communications Corporation; Cause No. 49D11 1005 PL 021432, filed with the Superior Court of Marion County in the State of Indiana on May 12, 2010.
*(a)(5)(vi)	Complaint of Richard Frank, on behalf of himself and all others similarly situated v. Jeffrey H. Smulyan, Susan Bayh, Gary Kaseff, Richard Leventhal, Peter Lund, Greg Nathanson, Lawrence Sorrel, Patrick Walsh, Emmis Communications Corporation, JS Acquisition, Inc., JS Acquisition, LLC, and Alden Global Capital; Cause No. 49D10 1006

Exhibit	Description
	PL 025149, filed with the Superior Court of Marion County in the State of Indiana on June 4, 2010.
*(a)(5)(vii)	Complaint of Ted Primich, on behalf of himself and all others similarly situated v. Jeffrey Smulyan, Patrick Walsh, Susan Bayh, Gary Kaseff, Richard Leventhal, Lawrence Sorrel, Greg Nathanson, Peter Lund, Emmis Communications Corporation, JS Acquisition, Inc., and JS Acquisition, LLC; Action No. 10-cv-0782SEB-TAB; filed in the United States District Court for the Southern District of Indiana on June 18, 2010.
(a)(5)(viii)	Complaint of Richard Frank, on behalf of himself and others similarly situated v. Susan Bayh, Gary Kaseff, Richard Leventhal, Peter Lund, Greg Nathanson, Jeffrey H. Smulyan, Lawrence Sorrel, Patrick Walsh, and Emmis Communications Corporation; Cause No. 10 CIV 5409, filed in the United States District Court of the Southern District of New York, on July 15, 2010.
*(c)(i)	Materials Prepared by Moelis & Company, dated April 19, 2010.
*(c)(ii)	Materials Prepared by BIA Capital Strategies, LLC, dated April 2010.
*(d)(i)	Letter of Intent, dated April 26, 2010, by and between Alden Global Capital and JS Acquisition, Inc. (incorporated by reference to the Statement on Schedule TO-C and Schedule 14A filed by JS Acquisition, Inc. with the SEC on April 26, 2010).
*(d)(ii)	Agreement and Plan of Merger, dated May 25, 2010, by and among JS Acquisition, LLC, JS Acquisition, Inc. and Emmis Communications Corporation (incorporated by reference to Appendix IV to the Preliminary Proxy Statement on Schedule 14A filed by Emmis Communications Corporation with the SEC on May 27, 2010).
*(d)(iii)	Securities Purchase Agreement dated May 24, 2010 by and among Alden Global Distressed Opportunities Master Fund, L.P., Alden Global Value Recovery Master Fund, L.P., Alden Media Holdings, LLC, JS Acquisition, LLC and Jeffrey H. Smulyan (the “Alden Purchase Agreement”) (incorporated by reference to Appendix II to the Preliminary Proxy Statement on Schedule 14A filed by Emmis Communications Corporation with the SEC on May 27, 2010).
*(d)(iv)	Form of Amended and Restated Operating Agreement to be entered into by and among Alden Media Holdings, LLC, Jeffrey H. Smulyan, JS Acquisition, LLC and certain other parties on the date of the closing of the transactions contemplated by the Alden Purchase Agreement (incorporated by reference to Appendix III to the Preliminary Proxy Statement on Schedule 14A filed by Emmis Communications Corporation with the SEC on May 27, 2010).
*(d)(v)	Form of Registration Rights Agreement to be entered into by and among JS Acquisition, LLC, Alden Media Holdings, LLC and Jeffrey H. Smulyan on the date of the closing of the transactions contemplated by the Alden Purchase Agreement (incorporated by reference to Exhibit (d)(v) to the combined Statement on Schedule TO and Schedule 13E-3 filed by Emmis Communications Corporation with the SEC on May 27, 2010).
*(d)(vi)	Rollover Agreement, dated May 24, 2010, by and among JS Acquisition, LLC, and the Rolling Shareholders (as defined therein) (incorporated by reference to Exhibit 99.3 to Amendment No. 6 to Jeffrey H. Smulyan’s Schedule 13D/A, filed by Jeffrey H. Smulyan with the SEC on May 27, 2010).
*(d)(vii)	Form of Indenture between Emmis Communications Corporation and U.S. Bank National Association, as trustee with respect to the 12% PIK Senior Subordinated Notes due 2017 (incorporated by reference to Exhibit T3C on the Application on Form T-3 filed by Emmis

Exhibit	Description
	Communications Corporation with the SEC on May 27, 2010).
*(d)(viii)	Amendment and Consent Letter Agreement, dated June 23, 2010, by and among Alden Global Distressed Opportunities Master Fund, L.P., Alden Global Value Recovery Master Fund, L.P., Alden Media Holdings, LLC, JS Acquisition, LLC and Jeffrey H. Smulyan (incorporated by reference to Appendix V to the Amended and Restated Proxy Statement/Offer to Exchange, which is filed as Exhibit (a)(1)(i) to Amendment No. 1 to Emmis’ Statement on Schedule TO and Schedule 13E-3 filed by Emmis Communications Corporation with the SEC on June 23, 2010).
(d)(ix)	Lock-Up Agreement, dated July 9, 2010, by and among the Locked-Up Holders (as defined therein) (incorporated by reference to Exhibit 99.1 to the Schedule 13D filed by Amalgamated Gadget, L.P. with the SEC on July 9, 2010).

* Previously filed.

EX-99.A.1.XV

Exhibit (a)(1)(xv)

For Immediate Release
Tuesday, August 3, 2010

Media Contact: Kate Snedeker
317-258-3748

JS Acquisition, Inc. Extends Tender Offer to Purchase Class A Common Stock of Emmis Communications
for $2.40 per Share in Cash

Indianapolis, IN (NASDAQ: EMMS) — August 3, 2010 — JS Acquisition, Inc., an Indiana corporation (“JS Acquisition”) whose equity securities are owned entirely by Mr. Jeffrey H. Smulyan, the Chairman, Chief Executive Officer and President of Emmis Communications Corporation (“Emmis”), and JS Acquisition, LLC, an Indiana limited liability company (“JS Parent”) that is wholly owned by Mr. Smulyan, today announced that it is extending its offer to purchase all of Emmis’ outstanding shares of Class A Common Stock for $2.40 per share in cash until 5:00 p.m., New York City time, on Friday, August 6, 2010. The tender offer was originally scheduled to expire at 5:00 p.m., New York City time, on Tuesday, August 3, 2010.

Also, Emmis announced today that it is extending its offer to issue 12% PIK Senior Subordinated Notes due 2017 (“New Notes”) in exchange for Emmis’ 6.25% Series A Cumulative Convertible Preferred Stock (“Preferred Stock”) at a rate of $30.00 principal amount of New Notes for each $50.00 of liquidation preference of Preferred Stock until 5:00 p.m., New York City time, on Friday, August 6, 2010. The exchange offer was originally scheduled to expire at 5:00 p.m., New York City time, on Tuesday, August 3, 2010. In addition, the special meeting of Emmis shareholders held at 6:30 p.m., local time, on Tuesday, August 3, 2010, to vote on certain amendments to the terms of the Preferred Stock, was adjourned until 6:30 p.m., local time, on Friday, August 6, 2010, at One Emmis Plaza, 40 Monument Circle, Indianapolis, Indiana 46204.

The offers are being extended because Emmis, JS Parent, JS Acquisition, Mr. Smulyan and certain other interested parties have been unable to date to reach an agreement in negotiations with a group of holders of Preferred Stock that owns approximately 38.3% of the outstanding shares of Preferred Stock in the aggregate, and who have previously advised Emmis and Mr. Smulyan that they would vote against the amendments to the terms of the Preferred Stock at the special meeting. During the extension, JS Parent, JS Acquisition and Mr. Smulyan are continuing to negotiate with that group and are also considering other options, including an alternative structure that would still allow a tender offer for the Class A Common Stock to proceed without any changes to the terms of the Preferred Stock and without an offer by Emmis to exchange the New Notes for the Preferred Stock. There can be no assurance that either an agreement will be reached with the group of holders of Preferred Stock or that an alternative structure can be implemented.

As of 5:00 p.m., New York City time, on Tuesday, August 3, 2010, 21,270,888 Class A shares had been tendered into and not withdrawn from the tender offer. If not withdrawn at or prior to the expiration of the tender offer, such shares would satisfy the Minimum Tender Condition. In addition, 1,574,615 shares of Preferred Stock had been tendered into and not withdrawn from the exchange offer.

About JS Acquisition and JS Acquisition, LLC

JS Acquisition is an Indiana corporation owned by Mr. Smulyan and JS Parent. JS Acquisition was formed for the purpose of engaging in a going private transaction with Emmis and has carried on no other activities other than in connection with the tender offer, the merger and prior potential going private transactions. JS Parent is an Indiana limited liability company that is wholly owned by Mr. Smulyan.

About Emmis

Emmis Communications Corporation is a diversified media company, principally focused on radio broadcasting. Emmis operates the 8th largest publicly traded radio portfolio in the United States based on total listeners. As of February 28, 2010, Emmis owns and operates seven FM radio stations serving the nation’s top three markets — New York, Los Angeles and Chicago, although one of Emmis’ FM radio stations in Los Angeles is operated pursuant to a Local Marketing Agreement whereby a third party provides the programming for the station and sells all advertising within that programming. Additionally, Emmis owns and operates fourteen FM and two AM radio stations with strong positions in St. Louis, Austin (Emmis has a 50.1% controlling interest in Emmis’ radio stations located there), Indianapolis and Terre Haute, IN.

In addition to Emmis’ domestic radio properties, Emmis operates an international radio business and publishes several city and regional magazines. Internationally, Emmis owns and operates national radio networks in Slovakia and Bulgaria. Emmis’ publishing operations consists of Texas Monthly, Los Angeles, Atlanta, Indianapolis Monthly, Cincinnati, Orange Coast, and Country Sampler and related magazines. Emmis also engages in various businesses ancillary to Emmis’ broadcasting business, such as website design and development, broadcast tower leasing and operating a news information radio network in Indiana.

Emmis’ news releases and other information are available on the company’s website at www.emmis.com.

IMPORTANT INFORMATION

THIS PRESS RELEASE IS FOR INFORMATIONAL PURPOSES ONLY AND DOES NOT CONSTITUTE AN OFFER TO PURCHASE OR EXCHANGE OR THE SOLICITATION OF AN OFFER TO SELL OR EXCHANGE CLASS A COMMON STOCK, PREFERRED STOCK, STOCK OPTIONS, RESTRICTED STOCK, DEBT OR OTHER SECURITIES OF EMMIS.

JS ACQUISITION HAS COMMENCED AN OFFER TO PURCHASE SHARES OF CLASS A COMMON STOCK OF EMMIS (THE “TENDER OFFER”) PURSUANT TO THE OFFER TO PURCHASE AND RELATED LETTER OF TRANSMITTAL, DATED JUNE 2, 2010 (TOGETHER WITH AMENDMENTS AND SUPPLEMENTS THERETO, THE “TENDER OFFER DOCUMENTS”) THAT WAS FILED UNDER COVER OF A COMBINED SCHEDULE TO/SCHEDULE 13E-3 TRANSACTION STATEMENT WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION (THE “SEC”). THE TENDER OFFER DOCUMENTS HAVE BEEN DISTRIBUTED TO EMMIS’ SHAREHOLDERS. THIS PRESS RELEASE IS NOT A SUBSTITUTE FOR THE TENDER OFFER DOCUMENTS.

IN CONNECTION WITH THE TENDER OFFER, EMMIS HAS COMMENCED AN OFFER TO ISSUE NEW 12% PIK SENIOR SUBORDINATED NOTES DUE 2017 IN EXCHANGE FOR EMMIS’ 6.25% SERIES A CUMULATIVE CONVERTIBLE PREFERRED STOCK (THE “EXCHANGE OFFER”). ALSO, IN CONNECTION WITH THE EXCHANGE OFFER AND THE TENDER OFFER, EMMIS IS SOLICITING PROXIES (THE “PROXY SOLICITATION”) FROM ITS COMMON AND PREFERRED SHAREHOLDERS TO VOTE IN FAVOR OF CERTAIN PROPOSED AMENDMENTS TO EMMIS’ ARTICLES OF INCORPORATION. THE EXCHANGE OFFER AND PROXY SOLICITATION HAVE BOTH COMMENCED PURSUANT TO A DEFINITIVE OFFER TO EXCHANGE, DEFINITIVE PROXY STATEMENT AND THEIR RESPECTIVE LETTERS OF TRANSMITTAL AND OTHER RELATED MATERIALS, DATED JULY 6, 2010 (TOGETHER WITH AMENDMENTS AND SUPPLEMENTS THERETO, THE “EXCHANGE OFFER DOCUMENTS”, AND COLLECTIVELY WITH THE TENDER OFFER DOCUMENTS, THE “DISCLOSURE DOCUMENTS”) THAT WERE FILED UNDER COVER OF A COMBINED SCHEDULE TO/SCHEDULE 13E-3 TRANSACTION STATEMENT WITH THE SEC. THE EXCHANGE OFFER DOCUMENTS HAVE BEEN DISTRIBUTED TO EMMIS’ SHAREHOLDERS, AND THIS PRESS RELEASE IS NOT A SUBSTITUTE FOR THE EXCHANGE OFFER DOCUMENTS.

SHAREHOLDERS AND INVESTORS SHOULD READ CAREFULLY THE DISCLOSURE DOCUMENTS BECAUSE THEY CONTAIN IMPORTANT INFORMATION, INCLUDING THE VARIOUS TERMS OF, AND CONDITIONS TO THE TENDER OFFER, THE EXCHANGE OFFER AND THE PROXY SOLICITATION (THE “TRANSACTIONS”). INVESTORS MAY OBTAIN FREE COPIES OF THE DISCLOSURE DOCUMENTS, INCLUDING THE LETTERS OF TRANSMITTAL, AT THE SEC’S WEB SITE AT WWW.SEC.GOV. IN ADDITION, COPIES OF THE DISCLOSURE DOCUMENTS, INCLUDING THE LETTERS OF TRANSMITTAL, MAY BE OBTAINED FOR FREE BY DIRECTING SUCH REQUESTS TO BNY SHAREOWNER SERVICES, THE INFORMATION AGENT FOR THE TRANSACTIONS, AT 1-866-301-0524. SHAREHOLDERS ARE URGED TO CAREFULLY READ THESE MATERIALS PRIOR TO MAKING ANY DECISION WITH RESPECT TO THE TRANSACTIONS.

EMMIS AND ITS DIRECTORS AND OFFICERS AND OTHER MEMBERS OF MANAGEMENT AND EMPLOYEES MAY BE DEEMED TO BE PARTICIPANTS IN THE SOLICITATION OF PROXIES. INFORMATION REGARDING EMMIS’ DIRECTORS AND EXECUTIVE OFFICERS IS DETAILED IN ITS

PROXY STATEMENTS AND ANNUAL REPORTS ON FORM 10-K. SUCH INFORMATION IS ALSO CONTAINED IN THE EXCHANGE OFFER DOCUMENTS.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This press release includes information that could constitute forward-looking statements made pursuant to the safe harbor provision of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, among others, statements about Emmis’ beliefs, plans, objectives, goals, expectations, estimates and intentions that are subject to significant risks and uncertainties and are subject to change based on various factors, many of which are beyond our control. The words “may,” “could,” “should,” “would,” “believe,” “anticipate,” “estimate,” “expect,” “intend,” “plan,” “target,” “goal,” and similar expressions are intended to identify forward-looking statements. All forward-looking statements, by their nature, are subject to risks and uncertainties. Although Emmis believes that the expectations reflected in such forward-looking statements are based upon reasonable assumptions, Emmis’ actual results could differ materially from those described in the forward-looking statements.

Emmis’ ability to achieve its objectives could be adversely affected by the factors discussed in its Annual Report on Form 10-K, as amended, for the fiscal year ended February 28, 2010 and Definitive Proxy Statement/Offer to Exchange filed with the SEC on July 6, 2010, as well as, among others: (1) the occurrence of any event, change or other circumstances that could give rise to the inability to complete the proposed transactions described above due to the failure to satisfy the conditions required to complete the proposed transactions, (2) the outcome of any legal proceedings that have been and may be instituted against Emmis and others following announcement of the proposed transactions, (3) the ability to recognize the benefits of the proposed transactions, (4) the amount of the costs, fees, expenses and charges related to the proposed transactions, (5) general industry conditions such as the competitive environment, (6) regulatory matters and risks, (7) legislative developments, (8) changes in tax and other laws and the effect of changes in general economic conditions, (9) the risk that a condition to closing of the proposed transactions may not be satisfied, and (10) other risks to consummation of the proposed transactions, including the risk that the proposed transactions will not be consummated within the expected time period.

Many of the factors that will determine the outcome of the subject matter of this press release are beyond Emmis’ ability to control or predict. Emmis undertakes no obligation to revise or update any forward-looking statements, or to make any other forward-looking statements, whether as a result of new information, future events or otherwise, except as otherwise required by law. Additional information regarding these risk factors and uncertainties is detailed from time to time in Emmis’ filings with the SEC, including but not limited to its Annual Report on Form 10-K, as amended, for the fiscal year ended February 28, 2010 and Definitive Proxy Statement/Offer to Exchange filed with the SEC on July 6, 2010. These filings are also available for viewing on Emmis’ website. To access this information on Emmis’ website, please visit www.emmis.com and click on “Investors”, “SEC Filings”.

EX-99.A.5.VIII

UNITED STATES DISTRICT COURT

SOUTHERN DISTRICT OF NEW YORK

	)
RICHARD NEAL FRANK on behalf of himself and	)
others similarly situated,	)
	)
Plaintiff,	)
	)
v.	)	CLASS ACTION COMPLAINT
	)
SUSAN BAYH, GARY KASEFF, RICHARD	)
LEVENTHAL, PETER LUND, GREG	)	C.A. No.
NATHANSON, JEFFREY H. SMULYAN,	)
LAWRENCE SORREL, PATRICK WALSH, and	)
EMMIS COMMUNICATIONS CORPORATION,	)
	)
Defendants.	)
	)
	)

INTRODUCTION

     1. This is a class action brought by Plaintiff Richard Neal Frank, a holder of the common and preferred stock of Emmis Communications Corporation (“Emmis” or the “Company”), on behalf of himself and others similarly situated excluding the Emmis Board of Directors, their affiliates and families (the “Class”), against the Company and the members of the Company’s Board of Directors (the “Board” or the “Individual Defendants”) arising out of their violations of §§14(a) and 20(a) of the Securities Exchange Act of 1934 (the “1934 Act”) and Securities and Exchange Commission (“SEC”) Rule 14a-9 promulgated thereunder in connection with the May 27, 2010, dissemination of a false and materially misleading preliminary proxy statement (the “May 27^th Preliminary Proxy”), amended on June 23, 2010, (the “June 23^rd Preliminary Proxy”) and further amended on July 1, 2010, (the “July 1^st Preliminary Proxy”) (together “the Emmis Preliminary Proxies”) along with the June 2, 2010, dissemination of a false

and materially misleading tender offer recommendation (the “TO Recommendation”) and the amendments added thereto on July 1, 2010, and July 7, 2010, in connection with the proposed “going private” transaction with JS Acquisition Inc., (“JS Acquisition”) (“Proposed Transaction”).

     2. On April 26, 2010, the Company issued a press release announcing the Proposed Transaction, which entailed JS Acquisition and Alden Global Capital (“Alden}”) purchasing all the outstanding shares of Class A common stock of Emmis (aside from the shares owned by JS Acquisition, Jeffrey H. Smulyan and his affiliates) for $2.40 per share, the passing of certain proposed amendments to the terms of the preferred stock, and the subsequent exchanging of all of the outstanding shares of preferred stock for newly issued 12% senior subordinated notes due in 2017.

     3. The Proposed Transaction is the product of an unfair sales process that seeks to: (i) divest the Company’s public shareholders of their valuable investment in the Company at an unfair price, and (ii) deprive the preferred shareholders of their right to elect two directors. In an attempt to secure shareholder support for the unfair Proposed Transaction, on May 27, 2010, Emmis filed with the SEC the materially false and misleading May 27^th Preliminary Proxy Statement on Schedule 14A and subsequently, on June 2, 2010, filed with the SEC the TO Recommendation on Schedule 14D-9, which contained several material misrepresentations and omissions. The Defendants attempted to remedy the misleading nature of the previous filings by twice amending the May 27^th Preliminary Proxy, first by filing the June 23^rd Preliminary Proxy and then by filing the July 1^st Preliminary Proxy. Despite the numerous filings, the Defendants still omit and/or misrepresent material information necessary for Emmis shareholders to make an informed decision regarding the Proposed Transaction.

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     4. The Emmis Preliminary Proxies and the TO Recommendation omit and/or misrepresent material information about the unfair sales process, the adequacy of the consideration offered in the Proposed Transaction, and the value of the Company’s assets as a stand-alone entity. Thus, the information disseminated provides an inadequate and incomplete basis for the shareholders to evaluate the terms of the Proposed Transaction and denies them the right to conduct their own independent analysis.

     5. Specifically, the Preliminary Proxies and the TO Recommendation omit and/or misrepresent the following material information in contravention of §§14(a) and 20(a), including, but not limited to:

a.	Why the Defendants, given the absence of their own assessment, decided against providing the Preferred Shareholders with a recommendation from a financial advisor;
b.	Why the Defendants did not provide an adequate explanation for the failure to produce any useful projections concerning Emmis’ future performance;
c.	Whether the Defendants and/or their financial advisors conducted a proper market check to assist in determining the valuation of the Company;
d.	Whether the Defendants ever considered Cumulus Media Inc., as a potential strategic partner for Emmis;
e.	Why the Defendants sought an increase in shareholder consideration and why the Defendants settled for the price offered by JS Acquisition when there was sentiment that such a price was inadequate;
f.	Why the Defendants opted not to include the customary 1-day closing price and premium calculations; and

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g. Why the Defendants opted to exclude certain comparable companies from their Comparable Company Analysis.

     6. The foregoing information is material to the impending decision of the Company’s shareholders whether to vote in favor of the Proposed Transaction. As such, Defendants’ violations of §§14(a) and 20(a) threaten shareholders with a merger, which will result in Emmis shareholders receiving inadequate compensation and causing great financial harm to Plaintiff and the Class.

JURISDICTION AND VENUE

     7. This Court has jurisdiction over all claims asserted herein pursuant to §27 of the 1934 Act for violations of §§14(a) and 20(a) of the 1934 Act and SEC Rule 14a-9 promulgated thereunder.

     8. Venue is proper in this District because Morgan Stanley, the financial advisor to Emmis, is headquartered in this District and therefore much of the formation and financial information of the Proposed Transaction is located in this District. Plaintiff’s claims arose in this District, where most of the actionable conduct took place, where most of the documents are electronically stored and where the evidence exists. This Court has personal jurisdiction over Defendants by virtue of their regular and substantial business transactions within the Southern District of New York, which include the presence of an Emmis office at 395 Hudson Street — 7^th floor, New York, NY 10014, and the Defendants relationships’ with Morgan Stanley and Alden, both of which have their primary office locations in this District.

PARTIES

     9. Plaintiff, Richard Neal Frank, a resident of California, has been a shareholder of Emmis at all times relevant hereto, and continues to be a shareholder of Emmis.

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     10. Defendant Emmis is a corporation duly organized and existing under the laws of the State of Indiana. The Company maintains its principal executive offices at One Emmis Plaza, 40 Monument Circle, Indianapolis, Indiana 46204. Emmis owns and operates radio and magazine entities in large and medium sized markets throughout the U.S. Emmis is the 9th largest radio group in the U.S (based on listeners), and operates Network Indiana in Indianapolis; and WTHI (99.9 FM) and WWVR (105.5 FM) in Terre Haute, Indiana. Emmis maintains an office at 395 Hudson Street — 7^th floor, New York, NY 10014, and transacts significant business from that location. Additionally, Emmis hired New York-based Morgan Stanley as its financial advisor for the Proposed Transaction

     11. Emmis had 32,905,904 Class A common shares, 4,930,680 Class B common shares and approximately 2,800,000 preferred shares outstanding on April 30, 2010. EMMIS stock trades on the NASDAQ under the symbol “EMMS.”

     12. Defendant Jeff Smulyan founded Emmis in 1979 and is the Chairman, Chief Executive Officer and President of the Company. He previously owned the Seattle Mariners Major League Baseball team. Smulyan owns all the Class B shares and as of May 17, 2010, when combined with his Class A holdings and shares of those connected to vote with him, Smulyan is entitled to 69.3% of the shareholder vote.

     13. Defendant Susan Bayh has been a director of the Company since June 1994.

     14. Defendant Gary Kaseff was the Company’s Executive Vice President and General Counsel until his resignation in March 2009. He remains employed by Emmis and has been a director since 1994. Previously, he was President of the Seattle Mariners Major League Baseball team when owned by defendant Smulyan.

     15. Defendant Richard Leventhal has been a director of the Company since 1992.

5

     16. Defendant Peter Lund has been a director of the Company since 2002. He was formerly Chairman and Chief Executive Officer of EOS International, Inc., a holding company.

     17. Defendant Greg Nathanson was the Company’s Television Division President before resigning in October 2000. He has been a director of the Company since 1998.

     18. Defendant Lawrence Sorrel has been a director of the Company since 1993.

     19. Defendant Patrick Walsh became Executive Vice President and Chief Financial Officer of Emmis in September 2006 and added the position of Chief Operating Officer in December 2008. He has been a director of the Company since December 2008.

     20. The defendants identified in 12 through 19 may be collectively referred to herein as the “Individual Defendants”, and together with Emmis as the “Defendants.”

NON-PARTIES

     21. The acquirer, JS Acquisition, is a corporation duly organized and existing under the laws of the State of Indiana, formed by defendant Smulyan and owned by defendant Smulyan and JS Acquisition LLC.

     22. JS Acquisition, LLC (“JS Parent”) is a newly-formed Indiana limited liability company that is wholly owned by Defendant Smulyan.

     23. Alden is a private investment partnership with over $3 billion in assets under management located at 885 Third Avenue, New York, New York 10022. An Alden managing director, Eli Combs, was employed at EOS International, Inc., a holding company that Defendant Lund formerly headed as Chairman and Chief Executive Officer. Alden owns about 10.4% of the Class A common stock and 42% of the preferred shares of the Company. Since January 4, 2010, Alden has acquired approximately 615,519 shares of Emmis preferred stock.

     24. Morgan Stanley is a preeminent financial advisor to companies, governments and individual investors. Emmis hired Morgan Stanley to serve as its financial advisor for the

6

Proposed Transaction. Morgan Stanley’s principal executive office is located in this District at 1585 Broadway, New York, NY 10036.

BACKGROUND TO THE DISSEMINATION OF THE
MATERIALLY MISLEADING PROXY

Background Information on Emmis

     25. In 1979, Emmis Communications Corporation (formerly Emmis Broadcasting) was formed and incorporated in Indiana when Founder and Chairman Smulyan purchased a small FM station in Shelbyville, Indiana.

     26. The Company went public in 1994, although Smuylan still maintained a majority of the voting power, and now owns and operates radio stations in the nation’s largest markets.

     27. In 1998, the Company diversified by entering the publishing and television businesses, and decided to change its name to better reflect its disparate operations.

     28. In 2006, Defendant Smulyan sought to take the Company private again, making an offer of $15.25 per share for a deal valued at approximately $567 million. In response to the offer, Emmis formed a special committee to evaluate the offer. However, the negotiations broke down and Smulyan withdrew the offer because Smulyan and the special committee could not reach an agreement on a proposal to bring to a shareholder vote. The Associated Press reported that upon withdrawing his bid, Smulyan promised to block any other bid for the Company.

     29. On September 28, 2009, the article “Emmis executive high on company’s outlook, despite NASDAQ threat” appeared in the Indianapolis Business Journal, Defendant Walsh stated he was confident that the Company’s stock had bottomed out at a low of $0.24 per share on July 24, 2009, and was “hopeful” that the Company’s own operating performance would result in the Company’s stock continued rise.

7

     30. On or about October 9, 2009, Defendant Smuylan wrote a letter to the Emmis employees describing the improvements made by the Company and expressing his belief that a brighter future was coming. The letter stated in pertinent part:

For the last few months, we’ve seen sequential improvements in our domestic radio performance. While we’re still behind year-to-year, we’re making gains. In Ql, we were down 27 percent from the previous year; in Q2, we were down 22 percent — still negative, but an improvement. And we see continued improvements ahead. In fact, we think that, within a few months, we could see our first positive numbers since April of 2008.

What’s driving this trend? Improvements in all of our markets. Notably, our clusters in Chicago, St, Louis, Indianapolis and Austin outperformed their markets in Q2. New York is building steam, and with significant ratings improvements we expect both New York and LA to improve in the coming months. Specific bright spots include Indy’s WIBC, which earned another Marconi Award, and Chicago’s WLUP and New York’s WRXP, which both are showing major ratings and revenue improvements.

***************************************************

One hopeful note on the horizon is that, as GM and Chrysler emerge from bankruptcy, we expect them to rely on advertising to position and push their respective brands. Other automakers, including Toyota, have already announced major marketing campaigns for later this year. Automotive is still a major category for all our business units and we expect this category to rebound in the months to come.

So, I guess my central message is this: Don’t let the small challenges distract you from our big mission. As a company, we continue to manage our debt, maintain compliance with our banks and reduce expenses. What we need you to do is continue to work hard, manage your budgets and look for ways to win.

The past year has been the most difficult I’ve experienced, but I do see better times ahead. Certainly, we can’t relax. We’ve got to keep fighting, innovating and surviving. But we are making gains. Not long ago, I said that together we could emerge from these difficult times ready for new opportunities. Now, thanks to your good work, I can say, together, we’re showing steady improvement toward that goal. Thank you.

8

[Emphasis Added]

     31. On January 8, 2010, the Company filed with the SEC its Form 10-Q reporting the Company’s financial results for quarter ended on November 30, 2009. The Company experienced a gain in operating income of $9 million, which is in stark contrast to 2008 operating loss of close to $200 million. Smuylan implored that “things continue to head in the right direction.”

     32. The performance of the Company and the communications industry, in general, were devastated by the general economic downturn, which began in October 2008. The communications industry, which is heavily reliant upon advertising as a source of revenue, was hit hard as many of their formerly able customers cut their advertising budgets in cost-savings moves as a result of the poor economic climate. As the economy recovers, the advertising budgets will expand and Emmis will experience its former success once again.

     33. Illustrative of that point, radio industry analysts have predicted a rise in profitability over the next few years. Investing in Radio Market Report, BK/Kelsey’s first edition of its quarterly publication, predicts an increase in industry revenues of 1.5% or $13.9 billion in 2010. Moreover, the report predicts the start of annual growth rate of 2-4% over the next few years. “While the poor economy held it down momentarily, radio is coming back to demonstrate that it is an important advertising vehicle, particularly in the local media markets,” said Mark R. Fratrik, Ph. D., Vice President, BIA/Kelsey.

Events Preceding To The Merger

     34. On April 7, 2010, Cumulus Media, Inc., (“Cumulus Media”) one of Emmis’ competitors, and the second largest radio broadcasting company in the United States, announced that it, along with Crestview Partners, was seeking a “strategic investment partnership that will

9

seek to invest in premium radio broadcasting companies that present attractive opportunities for significant long-term capital appreciation.” Cumulus Media announced that it may spend over $1 billion acquiring such companies — an amount, which would be more than sufficient to acquire Emmis.

     35. On April 26, 2010, JS Acquisition and Alden, released a letter of intent indicating JS Acquisition would acquire all shares of Emmis Class A common stock at a purchase price of $2.40 in cash and an option to exchange preferred shares of the Company for newly-issued 12% subordinated notes due in 2017, which was conditional on the passing of amendments to the terms of the preferred stock. The release states in pertinent part:

INDIANAPOLIS, April 26 /PRNewswire/ — JS Acquisition, Inc. (“JS Acquisition”) and Alden Global Capital (“Alden”) today announced that they have entered into a Letter of Intent pursuant to which JS Acquisition intends to purchase all shares of Class A common stock of Emmis Communications Corporation (“Emmis”; Nasdaq: EMMS) (excluding shares owned by JS Acquisition, Mr. Jeffrey H. Smulyan and his affiliates) at a price per share of $2.40. The consideration offered for Emmis’ Class A common stock represents a 74% premium over the 30-trading day average closing price of the Class A Common Stock and a 118% premium over the 180-trading day average closing price of the Class A Common Stock. Alden Global Capital is a private asset management company with over $3 billion under management.

The Letter of Intent also contemplates an offer to exchange all of the outstanding shares of preferred stock of Emmis (the “Preferred Stock”) for newly-issued 12% senior subordinated notes due 2017 of Emmis (the “Debt”) with an aggregate principal amount equal to 60% of the aggregate liquidation preference (excluding accrued and unpaid dividends) of the Preferred Stock. The consideration offered for the Preferred Stock represents a 73% premium over the 30-trading day average closing price of the Preferred Stock and a 133% premium over the 180-trading day average closing price of the Preferred Stock. The exchange offer is expected to be exempt from registration under the Securities Act of 1933 pursuant to Section 3(a)(9). In connection with the exchange offer, exchanging holders will be required to consent to (i) eliminate Section 11 of Exhibit A to Emmis’ Articles of Incorporation (providing for a Going Private Redemption), (ii) provide for the automatic

10

conversion of the Preferred Stock upon a merger into that amount of consideration that would be paid to holders of shares of the Class A Common Stock into which the Preferred Stock was convertible immediately prior to the merger, and (iii) eliminate the right of the holders of the Preferred Stock to nominate directors to Emmis’ board of directors. Alden, which currently holds 42% of the Preferred Stock, has agreed to consent to such amendments and exchange its Preferred Stock for Debt.

Upon completion of the Transactions, Mr. Smulyan will hold substantially all of a new class of voting common stock of Emmis and Mr. Smulyan and his affiliates will hold all of the outstanding common stock of JS Acquisition. JS Acquisition will own all of a new class of non-voting common stock of Emmis that will represent substantially all of the outstanding equity value of Emmis. Alden has agreed to purchase $80 million principal amount of Series A Convertible Redeemable PIK Preferred Stock of JS Acquisition and will receive nominally-priced warrants in connection therewith.

The completion of the Transactions is subject to certain conditions including (i) receipt of all required stockholder approval of the Transactions, (ii) the exchange of 66 2/3% of the Preferred Stock, (iii) the completion and effectiveness of the amendments to the terms of the Preferred Stock, (iv) the satisfaction of applicable regulatory requirements, (v) the Emmis board of directors waiving certain provisions of the Indiana Business Corporations Law and agreeing to submit any required merger directly to the Emmis stockholders for approval without the Board’s recommendation of the merger, (vi) the execution of definitive documentation, (vii) simultaneous completion of all parts of the Transactions and (vii) other customary conditions.

     36. On April 28, 2010, JS Acquisition sent a letter to the Individual Defendants, which briefed the Company on the circumstances surrounding the Letter of Intent and the Proposed Transaction. In addition to providing all of the pertinent information in the release — the letter to the Individual Defendants provided the additional requirements for the Board and a reminder of Smulyan’s unwillingness to allow an alternate bidder. The letter states in pertinent part:

In order to provide this opportunity to Emmis common shareholders, we will require the following from the Emmis board

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of directors (the “Board”) prior to our launch of our offer to purchase:

1. the Board approving the Transaction as contemplated by §§ 23-1-43-1 to 23-1-43-24 of the Ind. BCL prior to the contribution to JS Acquisition of any shares of Emmis stock by Mr. Smulyan and the purchase by JS Acquisition of shares tendered in the offer, the effectiveness of which is conditioned upon satisfaction of the Minimum Condition of the Common Stock Tender Offer and the Minimum Condition of the Preferred Stock Exchange Offer;

2. the Board authorizing Emmis to enter into a merger agreement providing for the Back-end Merger, adopting the plan of merger contemplated thereby and agreeing to utilize Ind. BCL § 23-1-40-3(b)(l) to submit such agreement and plan of merger directly to the Emmis common shareholders for approval without a Board recommendation, the effectiveness of such authorization, adoption and agreement being conditioned upon satisfaction of the Minimum Condition of the Common Stock Tender Offer and the Minimum Condition of the Preferred Stock Exchange Offer;

3. the Board causing the appointment of Mr. Heath Freeman, as designee of Alden, to serve as an additional director on the Board (Mr. Freeman’s bio is attached for your review);

4. the Board approving, promptly following such appointment, the exemption pursuant to Rule 16b-3 under the Exchange Act of the consideration to be delivered to Alden in respect of the Class A common stock and Preferred Stock owned by it in the Back-end Merger; and

5. the Board approving Emmis’ cooperation with all other documentation and filings necessary or appropriate to effectuate the Transaction subject to satisfaction of the Minimum Condition for the Common Stock Tender Offer, including, in particular, cooperation with launching the exchange offer and obtaining the necessary approvals of the Preferred Stock Amendments.

We look forward to working with the Board to provide Emmis common shareholders this exciting opportunity. Just as a reminder, Jeff Smulyan is not interested in any transaction involving the sale of his Class A or Class B common stock and will not support another transaction in his capacity as controlling common shareholder.

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     37. On April 29, 2010, the Board of Directors of Emmis convened for a special meeting, where Defendant Smulyan described the Proposed Transaction and discussed the proposed establishment of an Independent Committee to consider the Proposed Transaction. Also present at the meeting were representatives from Taft Stettinius & Hollister LLP, co-counsel to JS Acquisition, whom later explained the duties of the Emmis Board of Directors under Indiana law. Defendants Bayh, Lund and Sorrell were appointed to the Independent Committee. The Board of Directors instructed the Independent Committee to consider the Proposed Transaction and negotiate on behalf of the Board and advised them to obtain legal counsel.

     38. On May 2, 2010, the Independent Committee convened and selected Davis Polk as its legal advisor and B&T as its Indiana counsel. The Independent Committee was reviewed once again for independence and advised by its counsel of its responsibility for full and complete consideration of the merger.

     39. On May 4, and May 5, 2010, the Independent Committee interviewed investment banks and entered into an agreement with Morgan Stanley to be its financial advisor for the Proposed Transaction.

     40. On May 11, 2010, Morgan Stanley met with Defendants Smulyan and Walsh, in their respective executive capacities, along with Emmis Senior Vice President Ryan A. Hornaday. Morgan Stanley discussed with the executives the financial performance of the Company, as well as projections through February 28, 2011 (“the 2011 Financials”). The 2011 Financials were limited to such a short period because the projections were not kept in the ordinary course of business and the executives questioned the reliability of such projections given the general state of the economy.

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     41. Between May 13, 2010, and May 19, 2010, Morgan Stanley held several follow-up calls with Mr. Hornaday to discuss the financial performance of the Company and the 2011 Financials.

     42. On May 19, 2010, the Independent Committee convened and discussed with Davis Polk and B&T its fiduciary duties in connection with the proposal generally and, more specifically, evaluating whether “special circumstances” existed in order for them to be able to waive the shareholder vote — as would be permissible under the Special Circumstances Statute. The Committee considered whether the need to move expeditiously at the risk of Alden electing not to participate in the transaction, the limited covenant compliance cushion Emmis had under existing credit facilities and/or Smulyan’s public statements about not approving any alternative transaction taken individually or together would constitute special circumstances. The Committee concluded it would require further analysis in order to make such a determination.

     43. At the same meeting, representatives of Morgan Stanley reviewed with the Independent Committee the state of the media industry and the financial condition of Emmis. The Independent Committee and Morgan Stanley discussed Emmis’ ability to meet its financial covenants, particularly pointing to the time following August 31, 2011, when the existing financial covenants become more restrictive. Morgan Stanley stated that raising capital through an asset sale would be unlikely as several competitors were highly leveraged and would likely be unable to complete such a transaction. At the conclusion of the meeting, the Independent Committee determined that upon completion of its analysis and receipt of the fairness opinion of Morgan Stanley, it would be in the best interest of the shareholders to submit the proposal to the Board of Directors for a recommendation, rather than putting the proposal to a shareholder vote without a recommendation.

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     44. On May 20, 2010, and May 21, 2010, following an exchange of drafts of the Merger Agreement, certain members of the Independent Committee discussed potential changes to the Merger Agreement with Davis Polk. The Independent Committee instructed Davis Polk to seek certain changes including a higher offer price per share.

     45. On May 24, 2010, JS Acquisition informed Davis Polk that it had considered the changes, most notably the increase in offer price, and stating that the acquisition had been fully priced and that it was unwilling to increase the offer for Emmis. JS Acquisition further informed Davis Polk that it was unwilling to modify any of the material conditions to the Proposed Transaction.

     46. On May 25, 2010, the Independent Committee convened with Morgan Stanley and its representatives. Davis Polk and B&T reviewed the fiduciary duties of the Independent Committee. Morgan Stanley discussed the financial analyses, which were undertaken, and stated its opinion that from a financial prospective the Proposed Transaction was fair to the shareholders of Emmis. The Independent Committee posed questions of its advisors. Finally, the Independent Committee unanimously determined that the Merger Agreement was fair to and in the best interest of Emmis and the stockholders.

     47. Following the meeting of the Independent Committee, the Board of Directors met and received the recommendation of the Independent Committee. After the Independent Committee’s recommendation, the Board of Directors unanimously determined that the Proposed Transaction was fair and advisable and to recommend that Emmis shareholders tender their shares and approve the Proposed Transaction (the “Tender Offer”). The Board also unanimously adopted various other resolutions in connection with the Proposed Transaction, including, among other things, the determinations required under the Merger Agreement with respect to the Indiana

15

anti-takeover statutes. Finally, the Board approved an offer to exchange (the “Exchange Offer”) all of the outstanding preferred stock for new 12% PIK Senior Subordinated Notes due 2017 and authorized Emmis to submit the proposed amendments (the “Proposed Amendments”) to the terms of the existing preferred stock to shareholders without a recommendation from the Board of Directors.

     48. On May 25, 2010, Emmis, JS Acquisition and JS Parent entered into the Merger Agreement. Emmis issued a press release to announce the Merger Agreement which states in pertinent part:

Indianapolis, IN— May 25, 2010 — Emmis Communications Corporation (Nasdaq: EMMS) announced today that it has signed a definitive merger agreement which will result in Emmis being taken private by JS Acquisition, LLC, a company formed by its Chairman and CEO, Jeffrey H. Smulyan. The financing for the transaction will be provided by an affiliate of Alden Global Capital, a private asset management company with over $3 billion under management, pursuant to a definitive agreement with JS Acquisition that was signed last night.

The going private transaction will be effectuated through a cash tender offer for its Class A Common Stock at $2.40 per Share, an exchange offer of 12% Senior Subordinated Notes due 2017 for its Preferred Stock, amendments to its Articles affecting the Preferred Stock and a back-end merger.

The merger agreement, the tender offer, the exchange offer and the Preferred Stock amendments were unanimously approved today by the Board of Directors of Emmis. Approval of the tender offer and merger agreement were recommended by a Committee of Disinterested Directors of Emmis.

Under the terms of the merger agreement, JS Acquisition will commence a cash tender offer to acquire all of the outstanding shares of Class A Common Stock of Emmis for $2.40 per share. Any Class A Common Stock that is not tendered pursuant to the offer will be cashed out at $2.40 per share in the back-end merger. The all cash purchase price of $2.40 per share represents a 74% premium over the 30-trading day average closing price of the Class A Common Stock and a 118% premium over the 180-trading day average closing price of the Class A Common Stock as of

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April 26, 2010, the date when Mr. Smulyan and Alden first announced their intention to pursue the transaction.

The completion of the tender offer will be subject to the condition that the number of shares validly tendered, when combined with the shares held by JS Acquisition and its investors, including Mr. Smulyan and Alden, represents at least a majority of the outstanding Class A Common Stock and Class B Common Stock. The completion of the tender offer is also subject to other conditions, including the completion and effectiveness of the amendments to the terms of the Preferred Stock described below, the Alden funding and other customary conditions.

The merger agreement also requires Emmis to commence an offer to exchange all of its outstanding Preferred Stock for newly-issued 12% Senior Subordinated Notes due 2017 of Emmis with an aggregate principal amount equal to 60% of the aggregate liquidation preference (excluding accrued and unpaid dividends) of the Preferred Stock. In connection with the exchange offer and as a condition to Emmis accepting shares tendered therein, exchanging holders will be required to consent to (i) eliminate the provisions of Emmis’ Articles of Incorporation providing for a redemption, at par plus accrued and unpaid dividends, in connection with a going private transaction, (ii) provide for the automatic conversion of any Preferred Stock not exchanged (other than Preferred Stock held by Alden, which will be converted into Notes) upon the merger into $5.86 (the amount of consideration that would be paid to holders of shares of Class A Common Stock into which the Preferred Stock was convertible immediately prior to the merger) and (iii) eliminate the right of holders of Preferred Stock to nominate directors to Emmis’ board of directors in certain circumstances. For the amendments to be effective they must receive the vote of holders of two-thirds of the outstanding Preferred Stock and more shares of Common Stock must be voted in favor of the Amendments than against. Alden, which currently holds 41.4% of the Preferred Stock, has agreed to vote in favor of such amendments and exchange its Preferred Stock for Notes. JS Acquisition and Alden have agreed to vote their shares of Common Stock in favor; therefore the Common Stock vote will be obtained.

     49. Presently, Smulyan has control over approximately 69.3% of the Company’s voting power by virtue of his ownership of Class A shares, complete ownership of all the Class B shares and through agreements with other shareholders, including Alden, to vote in accord with his interests

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     50. On July 6, 2010, JS Acquisition issued a press release announcing that the Tender Offer of $2.40 per share of Class A Common Stock would be extended until 5:00 PM New York-time on August 3, 2010, in order to coordinate the closing with the Exchange Offer.

     51. The Proposed Transaction requires that 66.7% of the preferred shares vote in favor of the merger. This exercise, however, is essentially a fait accompli. Alden, Smuylan’s affiliate in the Transaction, controls 42% of Emmis’ preferred stock. Alden already has agreed to the terms of the Exchange Offer. Thus, less than 25% of the preferred stockholders would have to vote in favor of the Transaction for it to be approved.

     52. Despite Emmis’ rebounding stock price and the hope for a rebounding economy recreating the streams of revenue that the Company once enjoyed, the Individual Defendants have allowed for JS Acquisition to acquire Emmis at an extremely inopportune time for the Company’s shareholders and through a fallacy of a process and shareholder vote. Defendant Smuylan exercised considerable control by capping the acquisition price with public statements and were never challenged by the Independent Committee to a sufficient extent to negotiate additional terms in the interests of either the common or preferred stockholders of Emmis.

THE EMMIS PRELIMINARY PROXIES ARE FALSE AND MISLEADING

     53. In an attempt to secure shareholder support for the unfair Proposed Transaction, the Defendants issued the materially false and misleading Emmis Preliminary Proxies between late May and early July, and also issued the materially false and misleading TO Recommendation on June 2, 2010, and the amendments thereto on July 1, 2010, and July 7, 2010. Both the Emmis Preliminary Proxies and TO Recommendation, which recommends that Emmis shareholders vote in favor of the Proposed Transaction, omit and/or misrepresent material information about the unfair sales process for the Company, the unfair consideration offered in the Proposed Transaction, and the actual intrinsic value of the Company’s assets.

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Specifically, the filings omit and/or misrepresent the material information set forth below in contravention of §§14(a) and 20(a) of the 1934 Act:

          (a) The Individual Defendants fail to properly disclose to the shareholders whether the necessity of the Proposed Amendments was utilized as a proper bargaining chip in the negotiation process by the Independent Committee,

          (b) The Individual Defendants fail to disclose why the Defendants, given the omission of their own recommendation because of certain conflicts, did not enlist a financial advisor to render an opinion on the Exchange Offer;

          (c) The Individual Defendants fail to disclose whether the Company conducted a market check to determine its value and, in the absence of a market check, why the Individual Defendants elected not to conduct a market check to help formulate a proper valuation of the Company. Furthermore, the Individual Defendants failed to disclose, in the absence of a market check, how the Company formulated its valuation of the Company or, in the event there was an undisclosed market check, how that market check was performed and the results of such a market check;

          (d) The Individual Defendants fail to disclose whether the Independent Committee or Morgan Stanley made any overtures to Cumulus Media, whom was not highly leveraged and just established a large capital base in hopes of making acquisitions in the communications sector; also, if Cumulus Media, was approached, why did the initial discussions fail to yield any results and was any asset sale part of the discussion;

          (e) The Individual Defendants fail to disclose whether any third party was actually considered or contacted after the initial discussions with Morgan Stanley or whether all

19

third parties were eliminated based upon those discussions without any contact to check for interest;

          (f) The Individual Defendants fail to disclose whether Morgan Stanley has conducted any underwriting, investment banking, or financial services with the Company in the past, which may give rise to a relationship with Defendant Smuylan;

          (g) The Individual Defendants fail to disclose why the Independent Committee sought an increase in price per share, when Morgan Stanley had yet to complete its analysis of the Company, what the price the Independent Committee sought was and how the Independent Committee arrived at such a price, and why the Independent Committee recommended the Proposed Transaction to the Individual Defendants in spite of the belief that the Company was undervalued by the offer;

          (h) The Individual Defendants fail to properly disclose what the Independent Committee’s “certain areas of concern” were, which they had Davis Polk relay to the representatives of JS Acquisition;

          (i) The Individual Defendants fail to disclose whether the Independent Committee used the circumstances surrounding the merger — namely, Alden and JS Acquisition’s requirement of expeditious decision-making — as a bargaining chip in their negotiations;

          (j) The Individual Defendants fail to properly disclose whether management accounted for April and May 2010 in the Company’s 2011 financials nor do they disclose the reasoning behind the downturn in the 2011 financials, also the Individual Defendants fail to disclose whether Defendant Smuylan had any role in the preparation of the 2011 financials, which were updated following the announcement of the Proposed Transaction. Moreover, the

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Individual Defendants fail to adequately disclose why the senior management of Emmis believed any numbers beyond February 28, 2011, would be unreliable and of little use to Morgan Stanley;

          (k) The Individual Defendants fail to disclose the customary 1-day closing price and premium calculations based on the offer price, which would have represented only a 4.3% premium for shareholders, and the reasoning behind the exclusion of the customary 1-day closing price and premium calculations;

          (l) The Individual Defendants fail to disclose why certain competitors were excluded from the comparable companies analysis;

          (m) The Individual Defendants fail to explain why they attempted to mislead investors by applying pricing multiples to Emmis’ EBITDA and adjusted Broadcast Cash Flow for 2010 — without explaining that the Company’s EBITDA margin were at their lowest since 1992 and, as a result, were not indicative of the true earning potential of Emmis;

          (n) The Individual Defendants fail to disclose the rationale behind the underlying methodologies, multiples, key inputs and projections that Morgan Stanley used in analyzing the Company’s financial data and rendering its fairness opinion;

          (o) The Individual Defendants fail to disclose any rationale for the absence of revenue-based pricing multiples in the comparable transactions analysis, which would allow shareholders to analyze other valuation metrics other than cash flow for similar transactions;

          (p) The Individual Defendants fail to disclose why at their initial meeting to discuss the Proposed Transaction, Defendant Smuylan’s counsel was instructing the Board of Directors on their fiduciary duties and why the Individual Defendants elected not to have in-house counsel or its own representatives present at such a meeting when discussing the Proposed Transaction; and

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          (q) The Individual Defendants fail to adequately disclose why an asset sale and/or refinancing of its credit facility within the next 24 months remains an option for the Company as a private entity, but was an unlikely alternative for Emmis during the negotiation of the Proposed Transaction.

     54. The Individual Defendants were aware of their duty to disclose the foregoing material information in the Emmis Preliminary Proxies and TO Recommendation, and acted with, at minimum, gross negligence in failing to ensure that this material information was disclosed in the Emmis Preliminary Proxies and/or the TO Recommendation. Absent disclosure of this material information, shareholders are unable to make an informed decision whether to vote in favor of the Proposed Transaction, and are thus threatened with irreparable harm.

COUNT I

(Against Defendants for Violations of §14(a) of the 1934 Act
and Rule 14a-9 Promulgated Thereunder)

     55. Plaintiff repeats and realleges each and every allegation contained above as if fully set forth herein. This Count is asserted against the Defendants.

     56. This claim, which is predicated upon Emmis’ and the Individual Defendants’ liability for violation of § 14(a), is brought on behalf of Plaintiff and the Class.

     57. Emmis and the Individual Defendants have solicited shareholder approval through means of a proxy statement, form of proxy, notice of meeting or other communication, which was false and/or misleading with respect to material information or which omitted to state material facts necessary to make the statement therein not false or misleading.

     58. By reason of the conduct alleged herein, these Defendants violated Section 14(a) of the 1934 Act.

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COUNT II

(Against the Individual Defendants For Violation of §20(a) of the 1934 Act)

     59. Plaintiff repeats and realleges each and every allegation contained above as if fully set forth herein.

     60. This claim is brought against the Individual Defendants pursuant to §20 of the 1934 Act, on behalf of Plaintiff and the Class.

     61. Emmis is liable under § 14(a) and Rule 14a-9 promulgated thereunder with respect to its issued proxy statements.

     62. Each Individual Defendant was a control person of Emmis with respect to the proxy statements issued by Emmis by virtue of the individual’s position as senior executive officer and/or director of the Company.

     63. As a result, the Individual Defendants are liable under §20 of the 1934 Act as controlling persons.

PRAYER FOR RELIEF

     64. WHEREFORE, Plaintiff prays for relief and judgment as follows:

     a. Certifying this action as a class action on behalf of Emmis’ public shareholders;

     b. Declaring that the Defendants have violated § 14(e) of the 1934 Act;

     c. Preliminarily and permanently enjoining Defendants from closing the Proposed Transaction until all necessary corrective disclosures have been made and adequately disseminated to Emmis’ shareholders;

     d. Awarding compensatory damages (including but not limited to recessionary damages) in favor of plaintiff against all defendants, jointly and severally, for all

23

     damages sustained as a result of defendants’ wrongdoing, in an amount to be proven at trial, including interest thereon;

     e. Awarding plaintiff its reasonable costs and expenses incurred in this action, including counsel fees and expert fees; and

     f. Such other and further relief as the Court may deem just and proper.

JURY DEMAND

     Plaintiff demands a trial by jury.

Dated: July 15, 2010

WOLF HALDENSTEIN ADLER FREEMAN & HERZ LLP
By:	/s/ Daniel W. Krasner
	Daniel W. Krasner (DK 6381)
	Gustavo Bruckner (GB 7701) Scott J. Farrell (SF 5922) 270 Madison Avenue New York, NY 10016 Telephone: 212-545-4600 Facsimile: 212-545-4653

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PLAINTIFF’S CERTIFICATION

     Richard Frank (“Plaintiff”) declares under penalty of perjury, as to the claims asserted under the federal securities laws, that:

     1. Plaintiff has reviewed the complaint and authorized the commencement of an action on Plaintiff’s behalf.

     2. Plaintiff did not purchase the security that is the subject of this action at the direction of plaintiffs counsel or in order to participate in this private action.

     3. Plaintiff is willing to serve as a representative party on behalf of the class, including providing testimony at deposition and trial, if necessary.

     4. Plaintiffs transactions in Emmis Communications Corp. securities during the Class Period specified in the Complaint are as follows:

Date # of Shares Purchased # of Shares Sold Price

See Attached

     5. During the three years prior to the date of this Certificate, Plaintiff has not sought to serve or served as a representative party for a class in an action filed under the federal securities laws. [Or, Plaintiff has served as a class representative in the action(s) listed below:]

     6. Plaintiff will not accept any payment for serving as a representative party on behalf of the class beyond the Plaintiffs pro rata share of any recovery, except such reasonable costs and expenses (including lost wages) directly relating to the representation of the class as ordered or approved by the court.

     I declare under penalty of perjury that the foregoing is true and correct. Executed this 8 day of July 2010.

/s/ Richard Frank  

Richard Frank 

Emmis Communications

	Date							Date
Name	Puchased			# Shares		Price		Sold		# Shares		Price
Richard Frank
Emmis Preferred		8/14/2009			1,000	$	3.19
		8/17/2009			900	$	3.01
		8/17/2009			100	$	3.00
		8/17/2009			2,000	$	3.00
		8/17/2009			1,000	$	2.86
		8/19/2009			1,000	$	2.72
		8/20/2009			1,000	$	2.70
		11/19/2009			112	$	15.01		11/2/2009		112	$	16.90
Emmis Common		6/22/2009			3,800	$	0.31
		6/22/2009			1,200	$	0.31
		6/22/2009			5,000	$	0.31
		9/21/2009	*		2,300	$	0.80
		9/22/2009			5,000	$	0.90
		3/22/2010			5,000	$	1.04
		3/22/2010			5,000	$	1.04
		3/22/2010			5,000	$	1.04
		3/22/2010			10,000	$	1.04
		3/22/2010			10,000	$	1.04
		3/22/2010			7,968	$	1.04
		3/22/2010			200	$	1.04
		3/23/2010			6,375	$	1.04
		4/8/2010			10,000	$	1.21

* Settlement Date