-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, KiN+oKei0/gI5vzN/AYW2ZmLpgXTMxSWZB4TUs+BMaFhKGlkVQj16gQgP87vw7mu rkJpIQTfWF3Dtn/1kRL57A== 0000950134-02-007366.txt : 20020619 0000950134-02-007366.hdr.sgml : 20020619 20020618185524 ACCESSION NUMBER: 0000950134-02-007366 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20020613 ITEM INFORMATION: Changes in registrant's certifying accountant ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20020619 FILER: COMPANY DATA: COMPANY CONFORMED NAME: EMMIS COMMUNICATIONS CORP CENTRAL INDEX KEY: 0000783005 STANDARD INDUSTRIAL CLASSIFICATION: RADIO BROADCASTING STATIONS [4832] IRS NUMBER: 351542018 STATE OF INCORPORATION: IN FISCAL YEAR END: 0228 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-23264 FILM NUMBER: 02681845 BUSINESS ADDRESS: STREET 1: ONE EMMIS PLAZA STREET 2: 40 MONUMENT CIRCLE SUITE 700 CITY: INDIANAPOLIS STATE: IN ZIP: 46204 BUSINESS PHONE: 3172660100 MAIL ADDRESS: STREET 1: ONE EMMIS PLAZA STREET 2: 40 MONUMENT CIRCLE #700 CITY: INDIANAPOLIS STATE: IN ZIP: 46204 FORMER COMPANY: FORMER CONFORMED NAME: EMMIS BROADCASTING CORPORATION DATE OF NAME CHANGE: 19920703 8-K 1 c70263e8vk.txt CURRENT REPORT SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): JUNE 13, 2002 EMMIS COMMUNICATIONS CORPORATION EMMIS OPERATING COMPANY (Exact name of registrant as specified in its (Exact name of registrant as specified in its charter) charter) INDIANA INDIANA (State of incorporation or organization) (State of incorporation or organization) 0-23264 333-62172-13 (Commission file number) (Commission file number) 35-1542018 35-2141064 (I.R.S. Employer (I.R.S. Employer Identification No.) Identification No.) ONE EMMIS PLAZA ONE EMMIS PLAZA 40 MONUMENT CIRCLE 40 MONUMENT CIRCLE SUITE 700 SUITE 700 INDIANAPOLIS, INDIANA 46204 INDIANAPOLIS, INDIANA 46204 (Address of principal executive offices) (Address of principal executive offices) (317) 266-0100 (317) 266-0100 (REGISTRANT'S TELEPHONE NUMBER, (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE) INCLUDING AREA CODE)
Item 4. Changes in Registrant's Certifying Accountant On June 13, 2002, the Audit Committee of Emmis Communications Corporation and the Board of Directors of Emmis Operating Company (together with Emmis Communications Corporation, "Emmis") appointed Ernst & Young LLP to serve as our independent public accountants for the fiscal year ending February 28, 2003, dismissing Arthur Andersen LLP. Arthur Andersen's reports on Emmis' financial statements for each of the years ended February 28, 2002 and February 28, 2001 did not contain an adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope, or accounting principles. During the fiscal years ended February 28, 2002 and February 28, 2001, and through the date of this Form 8-K, there have been no disagreements with Arthur Andersen LLP on any matter of accounting principle or practice, financial statement disclosure or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Arthur Andersen LLP, would have caused them to make reference thereto in their report on the financial statements for such years. During the fiscal years ended February 28, 2002 and February 28, 2001, and through May 31, 2002, there have been no reportable events (as defined in Regulation S-K Item 304(a)(1)(v)). Emmis has provided Arthur Andersen with a copy of the foregoing disclosures. Attached as Exhibit 16.1 is a copy of Arthur Andersen's letter, dated June 18, 2002, stating its agreement with such statements. During the fiscal years ended February 28, 2002 and February 28, 2001, and through June 13, 2002, Emmis did not consult with Ernst & Young LLP on any accounting, auditing, or reporting matters. Item 7. Financial Statements and Exhibits Exhibit Number Description - -------------- ------------------------------------- 16.1 Arthur Andersen LLP letter to the SEC dated June 18, 2002 99.1 Press release dated June 14, 2002: Emmis Communications Appoints Ernst & Young as Independent Auditor Signatures. Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. EMMIS COMMUNICATIONS CORPORATION Date: June 18, 2002 By: /s/ Walter Z. Berger ------------------------------- Walter Z. Berger , Executive Vice President, Chief Financial Officer and Treasurer EMMIS OPERATING COMPANY Date: June 18, 2002 By: /s/ Walter Z. Berger ------------------------------- Walter Z. Berger, Executive Vice President, Chief Financial Officer and Treasurer 2 EX-16.1 3 c70263exv16w1.txt ARTHUR ANDERSEN LLP LETTER TO THE SEC June 18, 2002 Office of the Chief Accountant Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549 Dear Sir/Madam: We have read paragraphs two through four of Item 4 included in the Form 8-K dated June 18, 2002 of Emmis Communications Corporation and Subsidiaries and Emmis Operating Company and Subsidiaries filed with the Securities and Exchange Commission and are in agreement with the statements contained therein. Very truly yours, /s/ Arthur Andersen LLP Arthur Andersen LLP cc: Walter Berger - Emmis Communications Corporation EX-99.1 4 c70263exv99w1.txt PRESS RELEASE Contacts: Walter Berger, EVP & CFO Kate Healey, Media & Investor Relations 317.266.0100 For Immediate Release Friday, June 14, 2002 EMMIS COMMUNICATIONS APPOINTS ERNST & YOUNG AS INDEPENDENT AUDITOR Indianapolis...Emmis Communications Corporation (NASDAQ: EMMS) today announced the appointment of Ernst & Young LLP as the company's independent auditor, replacing Arthur Andersen LLP. Emmis Chairman and CEO Jeff Smulyan said, "Emmis has received excellent service over our eight year relationship with Arthur Andersen - they have been fair and trustworthy in all our dealings. With the reputation and capabilities of Ernst & Young, coupled with their acquisition of Arthur Andersen's Indianapolis practice, we look forward to working with Ernst & Young as our new independent auditor." The change of independent public accountants is not the result of any disagreement between Emmis and Andersen on matters of accounting principles or practices, financial statement disclosure or auditing scope and procedure. The change was effective Thursday, June 13, 2002. EMMIS COMMUNICATIONS - GREAT MEDIA, GREAT PEOPLE, GREAT SERVICE Emmis Communications is an Indianapolis-based diversified media firm with radio broadcasting, television broadcasting and magazine publishing operations. Emmis' 18 FM and 3 AM domestic radio stations serve the nation's largest markets of New York, Los Angeles and Chicago as well as Phoenix, St. Louis, Indianapolis and Terre Haute, IN. In addition, Emmis owns two radio networks, three international radio stations, 15 television stations, award-winning regional and specialty magazines, and ancillary businesses in broadcast sales and publishing. Certain statements included above which are not statements of historical fact, are intended to be, and are, identified as "forward-looking statements," as defined in the Securities and Exchange Act of 1934, as amended, and involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of Emmis to be materially different from any future result, performance or achievement expressed or implied by such forward-looking statement. Such factors include, among others, general economic and business conditions; fluctuations in the demand for advertising; increased competition in the broadcasting industry; including the implementation of competing formats in large markets; inability to complete our pending divestitures; changes in the costs of programming; changes in interest rates; inability to grow through suitable acquisitions, including the desired radio; future terrorist attacks or other large scale disasters; and other factors mentioned in documents filed by Emmis with the Securities and Exchange Commission. Emmis does not undertake any obligation to publicly update or revise any forward-looking statements because of new information, future events or otherwise. -30- -----END PRIVACY-ENHANCED MESSAGE-----