SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13D)
Under the Securities Exchange Act of 1934
(Amendment No. __)
Emmis Communications Corporation
(Name of Issuer)
Class A Common Stock, par value $0.01 per share
(Title of Class of Securities)
291525103
(CUSIP number)
Steven M. Kleiman
Zazove Associates, LLC
Zazove Aggressive Growth Fund, L.P.
1001 Tahoe Blvd.
Incline Village, NV 89451
(775) 886-1500
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
July 9, 2010
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or
240.13d-1(g), check the following
box [ ].
Note: Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See Section
240.13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page. The information
required on the remainder of this cover page shall not be deemed to be
"filed" for the purposes of Section 18 of the Securities Exchange Act
of 1934, as amended (the "Exchange Act") or otherwise subject to the
liabilities of that section of the Exchange Act but shall be subject
to all other provisions of the Exchange Act (however, see the Notes).
CUSIP No. 291525103
1. Names of Reporting Persons. Zazove Aggressive Growth Fund, L.P.
2. Check the Appropriate Box if a Member of a Group (see instructions)
(a) [ ]
(b) [ ]
3. SEC USE ONLY
4. Source of Funds (see instructions) OO
5. Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) [ ] or 2(e) [ ]
6. Citizenship or Place of Organization Cayman Islands
7. Sole voting power 285,719 (1)
Number of
shares 8. Shared Voting Power -0-
beneficially
owned by 9. Sole Dispositive Power 285,719 (1)
each
reporting 10. Shared Dispositve Power -0-
person
with
11. Aggregate Amount Beneficially Owned by Each Reporting Person
285,719 (1)
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(see instructions) [ ]
13. Percent of Class Represented by Amount in Row (11)
.86% (1)
14. Type of Reporting Person (see instructions) PN
(1) Reporting Person beneficially owns 117,098 shares of 6.25% Series
A Cumulative Convertible Preferred Stock, which are convertible as
of the date of this Schedule 13D into 285,719 shares of Class A
Common Stock. The calculation of percentage ownership is based
on 32,913,373 shares of Class A Common Stock outstanding as of
June 16, 2010, as disclosed in the Issuer's Schedule 14d-9 filed
on June 23, 2010, plus 285,719 Class A Common Stock that would be
issued upon conversion of the 117,098 shares of 6.25% Series
A Preferred Stock, $.01 par value, of the Issuer held by the
Reporting Person.
CUSIP 291525103
Item 1. Security and Issuer.
This Schedule 13D relates to Class A Common Stock, par value
$0.01 per share (the "Class A Common Stock") of Emmis Communications
Corporation, an Indiana corporation (the "Issuer"). The address
of the executive offices of the Issuer is One Emmis Plaza,
40 Monument Circle, Suite 700, Indianapolis, IN 46204.
Item 2. Identity and Background.
This Schedule 13D is being filed by Zazove Aggressive Growth
Fund, L.P., a Cayman Islands exempted limited partnersip.
(the "Reporting Person"). The Reporting Person is an investment
partnership with its principle place of business being located at
1001 Tahoe Blvd., Incline Village, NV 89451.
The sole general partner of the Reporting Person is Zazove
Associates, LLC, a Delaware limited liability company with
its principle place of business being located at 1001 Tahoe
Blvd., Incline Village, NV 89451 (the "General Partner"). The
General Partner is in the business of managing investment portfolios.
Gene T. Pretti ("Pretti") is the controlling equity holder of the
General Partner. Pretti's principal occupation
or employment is as Chief Executive Officer and Sr. Portfolio
Manager of the General Partner.
During the past five years, neither the Reporting Person, the General
Partner nor Pretti have been (i) convicted in any criminal proceeding,
or (ii) a party to any civil proceeding commenced before a judicial
or administrtative body of competent jurisdiction and as a
result of such proceeding was or is now subject to a judgment,
decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws
or finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration
The Reporting Person expended $357,891 of its own investment capital
in acquiring the 6.25% Series A Cumulative Convertible Preferred Stock
(the "Preferred Stock") held by the Reporting Person, which Preferred
Stock is convertible into Class A Common Stock.
Item 4. Purpose of Transaction
The Reporting Person is aware that on May 25, 2010, the Issuer executed an
agreement and plan of merger (the "Merger Agreement"), that if consummated
would result in the Issuer being taken private by Jeffrey H. Smulyan, the
Issuer's Chairman, Chief Executive Officer and President. The Merger
Agreement provides for a series of transactions, including (a) a cash
tender offer for the Issuer's Class A Common Stock, (b) an offer to exchange
(the "Exchange Offer") all outstanding shares of Preferred Stock for
new 12% PIK Senior Subordinated Notes due 2017, and (c) a solicitation of
proxies to amend certain terms of the Preferred Stock (such amendments or
any other amendment or amendments that adversely affect the rights or
preferences of the holders of Preferred Stockwhether or not proposed in
connection with the Merger Agreement are referred to herein as the
"Proposed Amendments"). Adoption of the Proposed Amendments described
in the Merger Agreement requires the affirmative vote of holders of
at least 2/3 of the outstanding Preferred Stock
voting as a separate class.
On July 9, 2010 Double Diamond Partners LLC, Zazove Aggressive Growth
Fund, L.P., R2 Investments, LDC, DJD Group LLC, Third Point LLC, the
Radoff Family Foundation, Bradley L. Radoff, and LKCM Private
Discipline Master Fund, SPC (collectively, the "Locked-Up Holders")
entered into a written lock-up agreement (the "Lock-Up Agreement")
pursuant to which, among other things, each of them agreed, subject to
certain exceptions, to: (1) vote or cause to be voted any and all of
its Preferred Stock against the Proposed Amendments; (2) restrict
dispositions of Preferred Stock(3) not enter into any agreement,
arrangement or understanding with any person for the purpose of
holding, voting or disposing of any securities of the Issuer or
derivative instruments with respect to securities of the Issuer
(4) consult with each other prior to making any public announcement
concerning the Issuer and (5) share certain expenses incurred in
connection with their investment in the Preferred Stock in each
case during the term of the Lock-Up Agreement. As a result of the
Lock-Up Agreement, the Locked-Up Holders may be deemed to have
formed a group within the meaning of Rule 13d-5(b) under the Act.
The description of the Lock-Up Agreement in this Schedule 13D is
qualified in its entirety by reference to full text of the Lock-Up
Agreement, a copy of which is filed herewith as an Exhibit and is
hereby incorporated herein by reference.
The Reporting Person acquired and continues to hold the shares
reported herein for investment purposes. The Reporting Person
may from time to time engage the Issuer, its representatives or other
relevant parties in discussions regarding the Exchange Offer, the
Proposed Amendments and other related matters relevant to the
Reporting Person's investment in the Issuer, and may discuss with
such parties alternatives to such Exchange Offer and Proposed
Amendments. Depending on market conditions and other factors
that the Reporting Person may deem material to its investment
decisions, the Reporting Person may sell all or a portion of
its shares, or may purchase additional securities of the
Issuer, on the open market or in a private transaction,
in each case as permitted by the Lock-up Agreement. Except
as set forth in this Item 4, the Reporting Person has no
present plans or proposals that relate to or that would
result in any of the actions specified in clauses
(a) through (j) of Item 4 of Schedule 13D of the Act.
Item 5. Interest in Securities of the Issuer
(a) Reporting Person beneficially owns 117,098 shares of 6.25%
Series A Cumulative Convertible Preferred Stock, which are
convertible as of the date of this Schedule 13D into 285,719
shares of Class A Common Stock, which represent .86% of the
Class A Common Stock. The foregoing percentage is based on
32,913,373 shares of Class A Common Stock outstanding as of
June 16, 2010, as disclosed in the Issuer's Schedule 14d-9
filed on June 23, 2010, plus 285,719 Class A Common Stock that
would be issued upon conversion of the 117,098 shares of
6.25% Series A Preferred Stock, $.01 par value, of the
Issuer held by the Reporting Person.
(b) The Reporting Person has sole voting and dispostive power
with regard to the Preferred Stock that it holds, with
the General Partner having the authority to act for the
Reporting Person in its capacity as sole general partner.
(c) Neither the Reporting Person, General Partner nor Pretti
has engaged in any transactions in the Issuer's securities
in the past sixty days.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer
Other than the Lock-Up Agreement, neither the Reporting Person,
General Partner nor Pretti has any has any contracts, arrangements,
understandings or relationships (legal or otherwise) with respect
to any securities of the Issuer.
Item 7. Materials to be Filed as Exhibits
Lock-Up Agreement dated July 9, 2010 between the Reporting
Person and the other parties signatory thereto.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this
statement is true, complete and correct.
Dated: July 15, 2010.
Zazove Aggressive Growth Fund, L.P.
By: Zazove Associates, LLC
Its: General Partner
Signature /S/ Steven M. Kleiman
Name: Steven M. Kleiman
Title: Chief Operating Officer