-----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, N5sAUSurpshZcNblT6YCP9l1TSZzjUGOvvsVmKhz5zKIxGYDkcQ3ppkc96H4u7f9 HcIqJEvNYgBsW0NmLHwYNg== 0000950137-09-003527.txt : 20090501 0000950137-09-003527.hdr.sgml : 20090501 20090501160539 ACCESSION NUMBER: 0000950137-09-003527 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20090501 ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20090501 DATE AS OF CHANGE: 20090501 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: 09789494 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 c51026e8vk.htm FORM 8-K e8vk
 
 
UNITED STATES
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): May 1, 2009
EMMIS COMMUNICATIONS CORPORATION
(Exact name of registrant as specified in its charter)
INDIANA
(State of incorporation or organization)
0-23264
(Commission file number)
35-1542018
(I.R.S. Employer
Identification No.)
ONE EMMIS PLAZA
40 MONUMENT CIRCLE
SUITE 700
INDIANAPOLIS, INDIANA 46204
(Address of principal executive offices)
(317) 266-0100
(Registrant’s Telephone Number,
Including Area Code)
     Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 

 

Item 7.01. Regulation FD Disclosure.
          On April 28, 2009, Emmis Communications Corporation (the “Company”) commenced a Dutch auction tender to purchase term loans of Emmis Operating Company (the “Borrower”) under the Amended and Restated Revolving Credit and Term Loan Agreement, dated as of November 2, 2006 by and among the Borrower, the Company, the financial institutions identified therein from time to time as lenders, Bank of America, N.A., as administrative agent, Deutsche Bank Trust Company Americas, as syndication agent, General Electric Capital Corporation, Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A., “Rabobank Nederland”, New York Branch, and SunTrust Bank, as co-documentation agents, and Banc of America Securities LLC and Deutsche Bank Securities Inc. as joint lead arrangers and joint book managers, as amended by that certain First Amendment and Consent to Amended and Restated Revolving Credit and Term Loan Agreement, dated March 3, 2009 (the “Credit Agreement”). The Company offered up to $7.0 million to purchase the term loans at a discount of 55%-62.5% of the face amount of the loans. Pursuant to the tender, the Company purchased $9.4 million in face amount of the Borrower’s outstanding term loans for $5.8 million on May 1, 2009. The $9.4 million in purchased term loans was simultaneously cancelled and forgiven.
          The cumulative effect of all of the debt tenders under the Credit Agreement is that the Company purchased $78.5 million in face amount of the Borrower’s outstanding term loans for $44.7 million. The Credit Agreement permitted the Company to pay up to $50 million (less amounts paid after February 1, 2009 under our previously disclosed TV Bonus Program) to purchase the Borrower’s outstanding term loans through tender offers and required a minimum offer of $5 million per tender. Since the Company paid $44.7 million in debt tenders and paid $4.1 million under the TV Bonus Program in March 2009, we are no longer permitted to effect further tenders under the Credit Agreement.
     Note: Certain statements included in this report which are not statements of historical fact, including but not limited to those identified with the words “expect,” “will” or “look” are intended to be, and are, by this Note, identified as “forward-looking statements,” as defined in the Securities and Exchange Act of 1934, as amended. Such statements involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of the Company 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 and demand for different types of advertising media;
 
  •   our ability to service our outstanding debt;
 
  •   increased competition in our markets and the broadcasting industry;
 
  •   our ability to attract and secure programming, on-air talent, writers and photographers;
 
  •   inability to obtain (or to obtain timely) necessary approvals for purchase or sale transactions or to complete the transactions for other reasons generally beyond our control;
 
  •   increases in the costs of programming, including on-air talent;
 
  •   inability to grow through suitable acquisitions;
 
  •   changes in audience measurement systems
 
  •   new or changing regulations of the Federal Communications Commission or other governmental agencies;
 
  •   competition from new or different technologies;
 
  •   war, terrorist acts or political instability; and
 
  •   other factors mentioned in documents filed by the Company with the Securities and Exchange Commission.
The Company does not undertake any obligation to publicly update or revise any forward-looking statements because of new information, future events or otherwise

 

 

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: May 1, 2009  By:   /s/ J. Scott Enright    
    J. Scott Enright, Executive Vice   
    President, General Counsel and Secretary   
 

 

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