-----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, CDJsZ+NEQ15OfPOgVpImjIgWiblYdrz0scdevXPVOBqPEzOKPMqXK1g8YBJwO+Xm qeRgR6v7A5psyhNCzdbS2w== 0000950142-01-000140.txt : 20010314 0000950142-01-000140.hdr.sgml : 20010314 ACCESSION NUMBER: 0000950142-01-000140 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20010313 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20010313 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: SEC FILE NUMBER: 000-23264 FILM NUMBER: 1567414 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 PLZ STREET 2: 40 MONUMENT CIRCLE #700 CITY: INDIAPOLIS STATE: IN ZIP: 46204 FORMER COMPANY: FORMER CONFORMED NAME: EMMIS BROADCASTING CORPORATION DATE OF NAME CHANGE: 19920703 8-K 1 0001.txt FORM 8-K CURRENT REPORT As filed with the Securities and Exchange Commission on March 13, 2001 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): March 13, 2001 EMMIS COMMUNICATIONS CORPORATION - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) INDIANA 0-23264 35-1542018 - -------------------------------------------------------------------------------- (State or other jurisdiction (Commission File (IRS Employer of incorporation) Number) Identification No.) ONE EMMIS PLAZA 40 MONUMENT CIRCLE SUITE 700, INDIANAPOLIS, IN 46204 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (317) 266-0100 NOT APPLICABLE - -------------------------------------------------------------------------------- (Former name or former address, if changed since last report) ITEM 5. OTHER EVENTS On March 13, 2001, Emmis Communications Corporation issued a press release attached as Exhibit 99.1 of this report. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS Exhibit Number Title - -------------- ----- 99.1 Press Release of Emmis Communications Corporation dated March 13, 2001. 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 By: /s/ Walter Z. Berger ---------------------------------- Name: Walter Z. Berger Title: Executive Vice President, Chief Financial Officer and Treasurer (Authorized Corporate Officer) Dated: March 13, 2001 EXHIBIT INDEX ------------- Exhibit Number Title - -------------- ----- 99.1 Press Release of Emmis Communications Corporation dated March 13, 2001. EX-99.1 2 0002.txt EXHIBIT 99.1 EXHIBIT 99.1 Contacts: Walter Berger, EVP & CFO Kate Healey, Media & Investor Relations 317.266.0100 For Immediate Release Tuesday, March 13, 2001 EMMIS COMMUNICATIONS ANNOUNCES PROPOSED $200 MILLION OFFERING OF SENIOR DISCOUNT NOTES Indianapolis...Emmis Communications Corporation (Nasdaq: EMMS) today announced that it plans an offering of $200 million of gross proceeds of senior discount notes by EMMIS Escrow Corporation, a wholly-owned subsidiary of EMMIS. The net proceeds will be used to fund the acquisition of three radio stations in Phoenix, Arizona from Hearst-Argyle Television Inc. (NYSE: HTV) and to pay-down a portion of the company's credit facility. These transactions are expected to close before the end of the month. The offering will be conducted pursuant to Rule 144A under the Securities Act of 1933. The securities have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. This press release does not constitute an offer to sell or the solicitation of an offer to buy any security and shall not constitute an offer, solicitation or sale of any securities in any jurisdiction in which such offering sold would be unlawful. EMMIS Communications (NASDAQ: EMMS) is a diversified media firm with radio broadcasting, television broadcasting and magazine publishing operations. EMMIS' 20 FM and 3 AM radio stations serve the nation's largest markets of New York, Los Angeles and Chicago as well as Phoenix, Denver, St. Louis, Indianapolis and Terre Haute, IN. In addition, EMMIS owns two radio networks, 15 television stations, award-winning regional and specialty magazines and ancillary businesses in broadcast sales, publishing, and interactive products. Certain statements included above which are not statements of historical fact, including financial data for quarters or other periods that are not yet completed and statements identified with the words "plan," "proposed," "expect," "will," or "would" 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; inability to obtain necessary approvals for our pending acquisitions or to complete our pending acquisitions; changes in the costs of programming; inability to grow through suitable acquisitions, including the desired radio; 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. -----END PRIVACY-ENHANCED MESSAGE-----