-----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, UiZGScGDkaU4RhT6bmcj8Z6G/NUiZAKl3uSKiZV8NZPfLU7fmCQP0NKPkL1nFrs+ BmuAJMRRLaKmjSGPob/jRQ== 0000950142-04-001265.txt : 20040419 0000950142-04-001265.hdr.sgml : 20040419 20040419151237 ACCESSION NUMBER: 0000950142-04-001265 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040414 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20040419 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: 04740398 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 FILER: COMPANY DATA: COMPANY CONFORMED NAME: EMMIS OPERATING CO CENTRAL INDEX KEY: 0001141732 STANDARD INDUSTRIAL CLASSIFICATION: RADIO BROADCASTING STATIONS [4832] IRS NUMBER: 352141064 STATE OF INCORPORATION: IN FISCAL YEAR END: 0228 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-62172-13 FILM NUMBER: 04740397 BUSINESS ADDRESS: STREET 1: C/O EMMIS COMMUNICATIONS STREET 2: 40 MONUMENT CIRCLE 7TH FLOOR CITY: INDIANAPOLIS STATE: IN ZIP: 46204 BUSINESS PHONE: 3172660100 MAIL ADDRESS: STREET 1: C/O EMMIS COMMUNICATIONS STREET 2: 40 MONUMENT CIRCLE 7TH FLOOR CITY: INDIANAPOLIS STATE: IN ZIP: 46204 8-K 1 form8k_041404.txt CURRENT REPORT 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): APRIL 14, 2004 EMMIS COMMUNICATIONS CORPORATION EMMIS OPERATING COMPANY (Exact name of registrant as specified (Exact name of registrant as specified in its in its 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)
1 Item 5. Other Events On April 14, 2004, we issued a press release announcing Emmis Operating Company's proposed offering of senior subordinated notes in a Rule 144A Offering. In connection with this proposed offering of senior subordinated notes, Emmis Operating Company intends to enter into an amended senior credit facility and repurchase or redeem all of its outstanding 8?% senior subordinated notes due 2009 and we intend to repurchase our 12 1/2% senior discount notes due 2011. The press release is attached hereto as exhibit 99.1 and is incorporated by reference into this filing. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits EXHIBIT # DESCRIPTION 99.1 Press release dated April 14, 2004. 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: April 19, 2004 By: /s/ J. Scott Enright ----------------------------------- J. Scott Enright, Vice President, Associate General Counsel and Secretary EMMIS OPERATING COMPANY Date: April 19, 2004 By: /s/ J. Scott Enright ----------------------------------- J. Scott Enright, Vice President, Associate General Counsel and Secretary 2 EX-99 3 ex99-1_form8k.txt EXHIBIT 99.1 EXHIBIT 99.1 ------------ Contacts: Walter Berger, EVP, Treasurer & CFO Kate Healey, Media & Investor Relations 317.266.0100 For Immediate Release April 14, 2004 EMMIS ANNOUNCES PROPOSED DEBT RESTRUCTURING Indianapolis: Emmis Operating Company, a wholly-owned subsidiary of Emmis Communications Corporation (NASDAQ: EMMS), today announced that it plans to offer $350 million of senior subordinated notes in a Rule 144A offering. In connection with the proposed offering, the company also intends to enter into a new senior credit facility in an aggregate amount of approximately $1 billion, consisting of a term loan facility of $650 million and a revolving loan facility of $350 million. Emmis intends to use the net proceeds from the proposed offering and borrowings under the new senior credit facility to repay all indebtedness under the existing credit facility of Emmis Operating Company, to repurchase or redeem all of the outstanding senior subordinated notes of Emmis Operating Company and to repurchase all or a portion of the senior discount notes of Emmis Communications. The proposed offering of senior discount notes and the other refinancing transactions are expected to close in May 2004. The securities to be offered will not be 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 of the Securities Act. 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, solicitation or sale would be unlawful. EMMIS COMMUNICATIONS Emmis Communications is an Indianapolis based diversified media firm with radio broadcasting, television broadcasting and magazine publishing operations. -more- CERTAIN STATEMENTS INCLUDED ABOVE WHICH ARE NOT STATEMENTS OF HISTORICAL FACT AND STATEMENTS IDENTIFIED WITH THE WORDS "PLANS," "EXPECTED" OR "INTENDS" OR WORDS OF SIMILAR MEANING 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; CHANGES IN THE COSTS OF PROGRAMMING; CHANGES IN INTEREST RATES; INABILITY TO CLOSE PENDING ACQUISITIONS OR TO GROW THROUGH SUITABLE ACQUISITIONS; 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. 2 -----END PRIVACY-ENHANCED MESSAGE-----