-----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, A2zmWq/P6+Qw2vreFB46pR8Adv0biKyYa+QPR491rLjo2N/VjmxkF7Tb6u99wmgh MDrSdOMgI7tOQZclUFFKsw== 0000950142-06-001300.txt : 20060620 0000950142-06-001300.hdr.sgml : 20060620 20060619180909 ACCESSION NUMBER: 0000950142-06-001300 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060619 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060620 DATE AS OF CHANGE: 20060619 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: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-23264 FILM NUMBER: 06913829 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 form8k_061906.txt CURRENT REPORT ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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 19, 2006 EMMIS COMMUNICATIONS CORPORATION - -------------------------------------------------------------------------------- (Exact Name of Registrant as Specified in Its Charter) INDIANA - -------------------------------------------------------------------------------- (State or Other Jurisdiction of Incorporation) 0-23264 35-1542018 - -------------------------------------------------------------------------------- (Commission File Number) (IRS Employer Identification No.) ONE EMMIS PLAZA, 40 MONUMENT CIRCLE, SUITE 700, INDIANAPOLIS, INDIANA 46204 - -------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) 317-266-0100 - -------------------------------------------------------------------------------- (Registrant's Telephone Number, Including Area Code) NOT APPLICABLE - -------------------------------------------------------------------------------- (Former Name or Former Address, if Changed Since Last Report) 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): |_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) ================================================================================ ITEM 8.01 OTHER EVENTS On June 19, 2006, Emmis Communication Corporation (the "Corporation") issued the press release attached as Exhibit 99.1 announcing that the Special Committee of its Board of Directors has retained Davis Polk & Wardwell as its legal counsel, Barnes & Thornburg LLP as its Indiana legal counsel and Morgan Stanley & Co. Incorporated and Lazard Freres & Co. LLC as its financial advisors in connection with the previously announced proposal received by the Board of Directors on May 8, 2006 from ECC Acquisition, Inc., an Indiana corporation wholly-owned by Jeffrey H. Smulyan, the Chairman, Chief Executive Officer and controlling shareholder of Emmis, to acquire the outstanding publicly held shares of Emmis for $15.25 per share in cash. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS (d) Exhibits EXHIBIT # EXHIBIT - --------- ------- 99.1 Press Release dated June 19, 2006. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized. EMMIS COMMUNICATIONS CORPORATION Date: June 19, 2006 By: /s/ J. Scott Enright ---------------------------------------- Name: J. Scott Enright Title: Vice President, Associate General Counsel and Secretary EXHIBIT INDEX NO. DESCRIPTION - --- ----------- 99.1 Press Release dated June 19, 2006 EX-99 2 ex99-1form8k_061906.txt EXHIBIT 99.1 EXHIBIT 99.1 ------------ - ------------------------------------------------------------------------------ FOR IMMEDIATE RELEASE CONTACT: Jodi Wright Monday, June 19, 2006 317-266-0100 EMMIS COMMUNICATIONS CORPORATION SPECIAL COMMITTEE RETAINS LEGAL AND FINANCIAL ADVISORS - ------------------------------------------------------------------------------ INDIANAPOLIS, IN, JUNE 19, 2006 - Emmis Communications Corporation (NASDAQ: EMMS) today announced that the Special Committee of its Board of Directors has retained Davis Polk & Wardwell as its legal counsel, Barnes & Thornburg LLP as its Indiana legal counsel and Morgan Stanley & Co. Incorporated and Lazard Freres & Co. LLC as its financial advisors in connection with the previously announced proposal received by the Board of Directors on May 8, 2006 from ECC Acquisition, Inc., an Indiana corporation wholly-owned by Jeffrey H. Smulyan, the Chairman, Chief Executive Officer and controlling shareholder of Emmis, to acquire the outstanding publicly held shares of Emmis for $15.25 per share in cash. No timetable has been set by Emmis or the Special Committee to respond to the proposal. There can be no assurance that any agreement will be executed or that the proposed transaction or any other transaction will be approved or completed. If and when the parties reach a definitive agreement with respect to the proposal, the parties will file appropriate materials with the Securities and Exchange Commission and mail such materials to Emmis shareholders. If any such materials are filed by Emmis, shareholders and other interested parties should read them when they become available because they will contain important information. Emmis' shareholders will be able to obtain such documents free of charge at the SEC's web site (www.sec.gov) or from Emmis at One Emmis Plaza, 40 Monument Circle, Suite 700, Indianapolis, Indiana 46204, Attn: Scott Enright. EMMIS COMMUNICATIONS - GREAT MEDIA, GREAT PEOPLE, GREAT SERVICE(R) Emmis Communications is an Indianapolis based diversified media firm with radio broadcasting, television broadcasting and magazine publishing operations. Emmis owns 22 FM and 2 AM domestic radio stations serving the nation's largest markets of New York, Los Angeles and Chicago as well as St. Louis, Austin, Indianapolis and Terre Haute, Ind. In addition, Emmis owns a radio network, international radio interests, two television stations, award winning regional and specialty magazines, and ancillary businesses in broadcast sales and publishing. Earlier this month, the company announced that it had agreed to sell Phoenix radio station KKFR-FM, subject to FCC and other regulatory approvals. In May 2005, Emmis announced its intent to seek strategic alternatives for its 16 television stations, and the Company has sold or announced signed definitive agreements to sell 14 of them. NOTE: STATEMENTS IN THIS RELEASE REPRESENT THE PARTIES' CURRENT INTENTIONS, PLANS, EXPECTATIONS AND BELIEFS AND INVOLVE RISKS AND UNCERTAINTIES THAT COULD CAUSE ACTUAL EVENTS TO DIFFER MATERIALLY FROM THE EVENTS DESCRIBED IN THIS RELEASE, INCLUDING RISKS OR UNCERTAINTIES RELATED TO THE SUCCESS OF THE NEGOTIATIONS WITH THE SPECIAL COMMITTEE AND WHETHER THE MERGER WILL BE COMPLETED, AS WELL AS CHANGES IN GENERAL ECONOMIC CONDITIONS, STOCK MARKET TRADING CONDITIONS, TAX LAW REQUIREMENTS OR GOVERNMENT REGULATION, AND CHANGES IN THE BROADBAND COMMUNICATIONS INDUSTRY OR THE BUSINESS OR PROSPECTS OF EMMIS. THE READER IS CAUTIONED THAT THESE FACTORS, AS WELL AS OTHER FACTORS DESCRIBED OR TO BE DESCRIBED IN SEC FILINGS WITH RESPECT TO THE TRANSACTION, ARE AMONG THE FACTORS THAT COULD CAUSE ACTUAL EVENTS OR RESULTS TO DIFFER MATERIALLY FROM THE CURRENT EXPECTATIONS DESCRIBED HEREIN. NO AGREEMENT, ARRANGEMENT OR UNDERSTANDING WITH RESPECT TO THE ACQUISITION OF THE STOCK OF EMMIS DESCRIBED ABOVE SHALL BE CREATED (OR DEEMED CREATED FOR ANY PURPOSE) UNTIL SUCH TIME AS DEFINITIVE DOCUMENTATION PROVIDING FOR ANY SUCH AGREEMENT, ARRANGEMENT, OR UNDERSTANDING HAS BEEN APPROVED BY THE SPECIAL COMMITTEE AND THE BOARD OF DIRECTORS OF EMMIS AND THEREAFTER EXECUTED AND DELIVERED BY EMMIS AND ALL OTHER RELEVANT PERSONS. CERTAIN STATEMENTS INCLUDED IN THIS RELEASE 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 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: o GENERAL ECONOMIC AND BUSINESS CONDITIONS; o FLUCTUATIONS IN THE DEMAND FOR ADVERTISING AND DEMAND FOR DIFFERENT TYPES OF ADVERTISING MEDIA; o OUR ABILITY TO SERVICE OUR OUTSTANDING DEBT; o INCREASED COMPETITION IN OUR MARKETS AND THE BROADCASTING INDUSTRY; o OUR ABILITY TO ATTRACT AND SECURE PROGRAMMING, ON-AIR TALENT, WRITERS AND PHOTOGRAPHERS; o 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; o PURCHASER'S OFFER TO PURCHASE BEING TERMINATED OR MODIFIED MATERIALLY; o INCREASES IN THE COSTS OF PROGRAMMING, INCLUDING ON-AIR TALENT; o INABILITY TO GROW THROUGH SUITABLE ACQUISITIONS; o NEW OR CHANGING REGULATIONS OF THE FEDERAL COMMUNICATIONS COMMISSION OR OTHER GOVERNMENTAL AGENCIES; o COMPETITION FROM NEW OR DIFFERENT TECHNOLOGIES; o WAR, TERRORIST ACTS OR POLITICAL INSTABILITY; AND OTHER FACTORS MENTIONED IN DOCUMENTS FILED BY EMMIS WITH THE SECURITIES AND EXCHANGE COMMISSION. 2 -----END PRIVACY-ENHANCED MESSAGE-----