defa14a
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 14A
(Rule 14a-101)
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
Filed by the Registrant þ
Filed by a Party other than the Registrant
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Preliminary Proxy Statement. |
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)). |
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Definitive Proxy Statement. |
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Definitive Additional Materials. |
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Soliciting Material under §240.14a-12. |
Emmis Communications Corporation
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
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No fee required. |
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. |
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offsetting fee was paid previously. Identify the previous filing
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I. Press Release
On
August 30, 2010, Emmis Communications Corporation (“Emmis”) further extended the Exchange
Offer until 5:00 p.m., New York City time, on Thursday,
September 2, 2010. Emmis initially
adjourned the special meeting of Emmis shareholders (the “Special Meeting”), which was convened at
6:30 p.m., local time, on Friday, August 27, 2010, at One Emmis Plaza, 40 Monument Circle,
Indianapolis, Indiana 46204 (“Emmis’ Headquarters”), to vote on the Proposed Amendments, until 8:00
a.m., local time, on Monday, August 30, 2010, and subsequently adjourned the meeting until 6:30
p.m., local time, on Thursday, September 2, 2010, at Emmis’ Headquarters. The following press
release was issued in connection with the further extension of the Exchange Offer and adjournments
of the Special Meeting described above:
For Immediate Release
Monday, August 30, 2010
Contact: Patrick M. Walsh
Ryan A. Hornaday
317-266-0100
Emmis Communications Further Extends Preferred Stock Exchange Offer
and Adjourns Special Shareholder Meeting
Indianapolis, IN (NASDAQ: EMMS) — August 30, 2010 — Emmis Communications Corporation, an Indiana
corporation (“Emmis”) today announced that it is further extending its offer to issue 12% PIK
Senior Subordinated Notes due 2017 (“New Notes”) in exchange for Emmis’ 6.25% Series A Cumulative
Convertible Preferred Stock (“Preferred Stock”) at a rate of $30.00 principal amount of New Notes
for each $50.00 of liquidation preference of Preferred Stock until 5:00 p.m., New York City time,
on Thursday, September 2, 2010. The exchange offer, as previously extended, was originally
scheduled to expire at 5:00 p.m., New York City time, on Friday, August 27, 2010.
Emmis also announced that the special meeting of Emmis shareholders held at 6:30 p.m., local time,
on Friday, August 27, 2010, to vote on certain amendments to the terms of the Preferred Stock, was
initially adjourned until 8:00 a.m., local time, on Monday, August 30, 2010, and subsequently
adjourned until 6:30 p.m., local time, on Thursday, September 2, 2010, at One Emmis Plaza, 40
Monument Circle, Indianapolis, Indiana 46204.
Emmis has been informed that JS Acquisition, Inc., an Indiana corporation (“JS Acquisition”) whose
equity securities are owned entirely by Mr. Jeffrey H. Smulyan, the Chairman, Chief Executive
Officer and President of Emmis, and JS Acquisition, LLC, an Indiana limited liability company (“JS
Parent”) that is wholly owned by Mr. Smulyan, is further extending its tender offer to purchase all
of Emmis’ outstanding shares of Class A common stock for $2.40 per share in cash until 5:00 p.m.,
New York City time, on Thursday, September 2, 2010. The tender offer, as previously extended, was
originally scheduled to expire at 5:00 p.m., New York City time, on Friday, August 27, 2010.
The offers are being further extended because Emmis, JS Parent, JS Acquisition and Mr. Smulyan are
continuing their discussions in an effort to reach an agreement with Alden Global Capital
(“Alden”), a private asset management company that had previously agreed to provide financing for
the tender offer through an affiliate, and a group of holders of approximately 38.3% of the
outstanding shares of Preferred Stock in the aggregate who have previously indicated that they
would vote against the matters to be voted on at the special meeting. During the past several
weeks, Emmis, JS Parent, JS Acquisition, Mr. Smulyan, Alden and the representatives of the group of
holders of Preferred Stock negotiated and agreed in principle on revised economic terms for the
contemplated transactions that each indicated it would support. Subsequently, Alden has informed
Emmis, JS Parent, JS Acquisition and Mr. Smulyan that it would no longer support the negotiated
terms. Accordingly, although discussions are continuing, JS Acquisition believes it is unlikely
that an agreement will be reached with either Alden or the group of holders of Preferred Stock.
As of 5:00 p.m., New York City time, on Friday, August 27, 2010, 422,403 shares of Preferred Stock
had been tendered into and not withdrawn from the exchange offer. In addition, as of 5:00 p.m., New
York City time, on Friday, August 27, 2010, 21,274,709.46 Class A shares had been tendered into and
not withdrawn from the tender offer. If not withdrawn at or prior to the expiration of the tender
offer, such shares would satisfy the Minimum Tender Condition.
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About Emmis
Emmis Communications Corporation is a diversified media company, principally focused on radio
broadcasting. Emmis operates the 8th largest publicly traded radio portfolio in the United States
based on total listeners. As of February 28, 2010, Emmis owns and operates seven FM radio stations
serving the nation’s top three markets — New York, Los Angeles and Chicago, although one of Emmis’
FM radio stations in Los Angeles is operated pursuant to a Local Marketing Agreement whereby a
third party provides the programming for the station and sells all advertising within that
programming. Additionally, Emmis owns and operates fourteen FM and two AM radio stations with
strong positions in St. Louis, Austin (Emmis has a 50.1% controlling interest in Emmis’ radio
stations located there), Indianapolis and Terre Haute, IN.
In addition to Emmis’ domestic radio properties, Emmis operates an international radio business and
publishes several city and regional magazines. Internationally, Emmis owns and operates national
radio networks in Slovakia and Bulgaria. Emmis’ publishing operations consists of Texas Monthly,
Los Angeles, Atlanta, Indianapolis Monthly, Cincinnati, Orange Coast, and Country Sampler and
related magazines. Emmis also engages in various businesses ancillary to Emmis’ broadcasting
business, such as website design and development, broadcast tower leasing and operating a news
information radio network in Indiana.
Emmis’ news releases and other information are available on the company’s website at www.emmis.com.
IMPORTANT INFORMATION
THIS PRESS RELEASE IS FOR INFORMATIONAL PURPOSES ONLY AND DOES NOT CONSTITUTE AN OFFER TO PURCHASE
OR EXCHANGE OR THE SOLICITATION OF AN OFFER TO SELL OR EXCHANGE CLASS A COMMON STOCK, PREFERRED
STOCK, STOCK OPTIONS, RESTRICTED STOCK, DEBT OR OTHER SECURITIES OF EMMIS.
JS ACQUISITION HAS COMMENCED AN OFFER TO PURCHASE SHARES OF CLASS A COMMON STOCK OF EMMIS (THE
“TENDER OFFER”) PURSUANT TO THE OFFER TO PURCHASE AND RELATED LETTER OF TRANSMITTAL, DATED JUNE 2,
2010 (TOGETHER WITH AMENDMENTS AND SUPPLEMENTS THERETO, THE “TENDER OFFER DOCUMENTS”) THAT WAS
FILED UNDER COVER OF A COMBINED SCHEDULE TO/13E-3 TRANSACTION STATEMENT WITH THE UNITED STATES
SECURITIES AND EXCHANGE COMMISSION (THE “SEC”). THE TENDER OFFER DOCUMENTS HAVE BEEN DISTRIBUTED TO
EMMIS’ SHAREHOLDERS. THIS PRESS RELEASE IS NOT A SUBSTITUTE FOR THE TENDER OFFER DOCUMENTS.
IN CONNECTION WITH THE TENDER OFFER, EMMIS HAS COMMENCED AN OFFER TO ISSUE NEW 12% PIK SENIOR
SUBORDINATED NOTES DUE 2017 IN EXCHANGE FOR EMMIS’ 6.25% SERIES A CUMULATIVE CONVERTIBLE PREFERRED
STOCK (THE “EXCHANGE OFFER”). ALSO, IN CONNECTION WITH THE EXCHANGE OFFER AND THE TENDER OFFER,
EMMIS IS SOLICITING PROXIES (THE “PROXY SOLICITATION”) FROM ITS COMMON AND PREFERRED SHAREHOLDERS
TO VOTE IN FAVOR OF CERTAIN PROPOSED AMENDMENTS TO EMMIS’ ARTICLES OF INCORPORATION. THE EXCHANGE
OFFER AND PROXY SOLICITATION HAVE BOTH COMMENCED PURSUANT TO A DEFINITIVE OFFER TO EXCHANGE,
DEFINITIVE PROXY STATEMENT AND THEIR RESPECTIVE LETTERS OF TRANSMITTAL AND OTHER RELATED MATERIALS,
DATED JULY 6, 2010 (TOGETHER WITH AMENDMENTS AND SUPPLEMENTS THERETO, THE “EXCHANGE OFFER
DOCUMENTS”, AND COLLECTIVELY WITH THE TENDER OFFER DOCUMENTS, THE “DISCLOSURE DOCUMENTS”) THAT WERE
FILED UNDER COVER OF A COMBINED SCHEDULE TO/SCHEDULE 13E-3 TRANSACTION STATEMENT WITH THE SEC. THE
EXCHANGE OFFER DOCUMENTS HAVE BEEN DISTRIBUTED TO EMMIS’ SHAREHOLDERS, AND THIS PRESS RELEASE IS
NOT A SUBSTITUTE FOR THE EXCHANGE OFFER DOCUMENTS.
SHAREHOLDERS AND INVESTORS SHOULD READ CAREFULLY THE DISCLOSURE DOCUMENTS BECAUSE THEY CONTAIN
IMPORTANT INFORMATION, INCLUDING THE VARIOUS TERMS OF, AND CONDITIONS TO THE TENDER OFFER, THE
EXCHANGE OFFER AND THE PROXY SOLICITATION (THE “TRANSACTIONS”). INVESTORS MAY OBTAIN FREE COPIES OF
THE DISCLOSURE DOCUMENTS, INCLUDING THE LETTERS OF TRANSMITTAL, AT THE SEC’S WEB SITE AT
WWW.SEC.GOV. IN ADDITION, COPIES OF THE DISCLOSURE DOCUMENTS, INCLUDING THE LETTERS OF TRANSMITTAL,
MAY BE OBTAINED FOR FREE BY DIRECTING SUCH REQUESTS TO BNY SHAREOWNER SERVICES, THE INFORMATION
AGENT FOR THE TRANSACTIONS, AT 1-866-301-0524. SHAREHOLDERS ARE URGED TO CAREFULLY READ THESE
MATERIALS PRIOR TO MAKING ANY DECISION WITH RESPECT TO THE TRANSACTIONS.
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EMMIS AND ITS DIRECTORS AND OFFICERS AND OTHER MEMBERS OF MANAGEMENT AND EMPLOYEES MAY BE DEEMED TO
BE PARTICIPANTS IN THE SOLICITATION OF PROXIES. INFORMATION REGARDING EMMIS’ DIRECTORS AND
EXECUTIVE OFFICERS IS DETAILED IN ITS PROXY STATEMENTS AND ANNUAL REPORTS ON FORM 10-K. SUCH
INFORMATION IS ALSO CONTAINED IN THE EXCHANGE OFFER DOCUMENTS.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This press release includes information that could constitute forward-looking statements made
pursuant to the safe harbor provision of the Private Securities Litigation Reform Act of 1995.
These forward-looking statements include, among others, statements about Emmis’ beliefs, plans,
objectives, goals, expectations, estimates and intentions that are subject to significant risks and
uncertainties and are subject to change based on various factors, many of which are beyond our
control. The words “may,” “could,” “should,” “would,” “believe,” “anticipate,” “estimate,”
“expect,” “intend,” “plan,” “target,” “goal,” and similar expressions are intended to identify
forward-looking statements. All forward-looking statements, by their nature, are subject to risks
and uncertainties. Although Emmis believes that the expectations reflected in such forward-looking
statements are based upon reasonable assumptions, Emmis’ actual results could differ materially
from those described in the forward-looking statements.
Emmis’ ability to achieve its objectives could be adversely affected by the factors discussed in
its Annual Report on Form 10-K, as amended, for the fiscal year ended February 28, 2010 and
Definitive Proxy Statement/Offer to Exchange filed with the SEC on July 6, 2010, as well as, among
others: (1) the occurrence of any event, change or other circumstances that could give rise to the
inability to complete the proposed transactions described above due to the failure to satisfy the
conditions required to complete the proposed transactions, (2) the outcome of any legal proceedings
that have been and may be instituted against Emmis and others following announcement of the
proposed transactions, (3) the ability to recognize the benefits of the proposed transactions, (4)
the amount of the costs, fees, expenses and charges related to the proposed transactions, (5)
general industry conditions such as the competitive environment, (6) regulatory matters and risks,
(7) legislative developments, (8) changes in tax and other laws and the effect of changes in
general economic conditions, (9) the risk that a condition to closing of the proposed transactions
may not be satisfied, and (10) other risks to consummation of the proposed transactions, including
the risk that the proposed transactions will not be consummated within the expected time period.
Many of the factors that will determine the outcome of the subject matter of this press release are
beyond Emmis’ ability to control or predict. Emmis undertakes no obligation to revise or update any
forward-looking statements, or to make any other forward-looking statements, whether as a result of
new information, future events or otherwise, except as otherwise required by law. Additional
information regarding these risk factors and uncertainties is detailed from time to time in Emmis’
filings with the SEC, including but not limited to its Annual Report on Form 10-K, as amended, for
the fiscal year ended February 28, 2010 and Definitive Proxy Statement/Offer to Exchange filed with
the SEC on July 6, 2010. These filings are also available for viewing on Emmis’ website. To access
this information on Emmis’ website, please visit www.emmis.com and click on “Investors”, “SEC
Filings”.
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II. Amendments to Proxy Statement/Offer to Exchange
The following are amendments that are being made to the Proxy Statement/Offer to Exchange in
connection with the further extension of the Exchange Offer and the adjournment of the Special
Meeting:
The information set forth below amends and supplements Emmis’ Proxy Statement/Offer to
Exchange dated July 6, 2010 and should be read in conjunction with such Proxy Statement/Offer to
Exchange. All terms used below and not defined herein shall have the meanings set forth in the
Proxy Statement/Offer to Exchange. The Proxy Statement/Offer to Exchange is hereby amended and
supplemented as follows:
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The Exchange Offer has been extended from 5:00 p.m., New York City time, on Friday,
August 27, 2010 until 5:00 p.m., New York City time, on Thursday, September 2, 2010. All
references in the Proxy Statement/Offer to Exchange, the Letter of Transmittal, the Letter
to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees, and the Letter to
Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees to
the Expiration Date of 5:00 p.m., New York City time, on Friday, August 27, 2010 are hereby
amended and restated to refer to 5:00 p.m., New York City time, on Thursday, September 2,
2010. |
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As of 5:00 p.m., New York City time, on Friday, August 27, 2010, 21,274,709.46 shares of
Class A Common Stock had been tendered into and not withdrawn from the JS Acquisition Tender
Offer. If not withdrawn at or prior to expiration of the JS Acquisition Tender Offer, these
shares of Class A Common Stock would satisfy the Minimum Tender Condition. In addition, as
of 5:00 p.m., New York City time, on Friday, August 27, 2010, 422,403 shares of Existing
Preferred Stock had been tendered into and not withdrawn from the Exchange Offer. |
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“Special Factors—Background” of the Proxy Statement/Offer to Exchange is hereby also
amended by inserting the following text after the last paragraph thereof: |
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“In light of the ongoing discussions between the representatives of JS Acquisition, Emmis and
Alden and the representatives of the Locked-Up Holders as of August 30, 2010, Emmis further
extended the Exchange Offer until 5:00 p.m., New York City time, on Thursday, September 2,
2010, initially adjourned the special meeting of Emmis shareholders, which was convened at
6:30 p.m., local time, on Friday, August 20, 2010, at Emmis’ Headquarters, to vote on the
Proposed Amendments, until 8:00 a.m., local time, on Monday, August 30, 2010, and subsequently
adjourned the meeting until 6:30 p.m., local time, on Thursday, September 2, 2010, at Emmis’
Headquarters, and JS Acquisition further extended the JS Acquisition Tender Offer until 5:00
p.m., New York City time, on Thursday, September 2, 2010. Emmis (with the approval of the
Committee) had previously consented to the further extension of the JS Acquisition Tender
Offer, and JS Parent had previously consented to the further extension of the Exchange Offer,
pursuant to the terms of the Merger Agreement. Alden had also previously consented to the
further extension of the JS Acquisition Tender Offer and the Exchange Offer pursuant to the
terms of the Alden Purchase Agreement. As of August 30, 2010, JS Parent, JS Acquisition and
Mr. Smulyan have stated that they expect to continue their discussions in an effort to reach
an agreement with Alden and the Locked-Up Holders. During the past several weeks, Emmis, JS
Parent, JS Acquisition, Mr. Smulyan, Alden and the representatives of the Locked-Up Holders
negotiated and agreed in principle on revised economic terms for the Transactions that each
indicated it would support. Subsequently, Alden had informed Emmis, JS Parent, JS Acquisition
and Mr. Smulyan that it would no longer support the negotiated terms. Accordingly, although
discussions were continuing, JS Acquisition believed it was unlikely that an agreement would
be reached with either Alden or the Locked-Up Holders. |
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Also on August 30, 2010, JS Acquisition, JS Parent, Mr. Smulyan and Emmis filed an Amendment
to their combined Statement on Schedule TO and Schedule 13E-3 with the SEC and issued a press
release announcing the further extension of the JS Acquisition Tender Offer. On that same day,
Emmis filed Amendment No. 8 to its Schedule TO/13E-3 with the SEC and issued a press release
announcing the further extension of the Exchange Offer and the adjournments of the special
meeting of Emmis shareholders.” |
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The press release issued by Emmis on August 30, 2010 is attached hereto as Exhibit
(a)(1)(xxiii). The press release issued by JS Acquisition has been filed as Exhibit
(a)(1)(xxiii) to Amendment No. 8 to the Statement on Schedule TO of Jeffrey H. Smulyan, JS
Acquisition, Inc. and JS Acquisition, LLC filed with the SEC on August 30, 2010 and is
incorporated herein by reference. |
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“The Transactions—Certain Legal Matters—Shareholder Litigation” of the Proxy
Statement/Offer to Exchange is hereby amended by inserting the following paragraph prior to
the last paragraph thereof: |
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“On August 27, 2010, Alden filed a Reply Memorandum in Support of its Motion to Dismiss in In
re: Emmis Shareholder Litigation.” |
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