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 o
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Preliminary Proxy Statement. |
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Confidential, for Use of the Commission Only (as permitted by
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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
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No fee required. |
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Fee computed on able below per Exchange Act Rules 14a-6(i)(1) and 0-11. |
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Fee paid previously with preliminary materials. |
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2)
and identify the filing for which the offsetting fee was paid previously. Identify the
previous filing by registration statement number, or the Form or Schedule and the date of its
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Date Filed: |
I. Press Release
On September 3, 2010, Emmis Communications Corporation (Emmis) further extended the Exchange
Offer until 5:00 p.m., New York City time, on Wednesday, September 8, 2010. Emmis initially
adjourned the special meeting of Emmis shareholders (the Special Meeting), which was convened at
6:30 p.m., local time, on Thursday, September 2, 2010, at One Emmis Plaza, 40 Monument Circle,
Indianapolis, Indiana 46204 (Emmis Headquarters), to vote on the Proposed Amendments, until 8:30
a.m., local time, on Friday, September 3, 2010, and subsequently adjourned the meeting until 6:30
p.m., local time, on Wednesday, September 8, 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
Friday, September 3, 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) September 3, 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 Wednesday, September 8, 2010. The exchange offer, as previously extended, was
originally scheduled to expire at 5:00 p.m., New York City time, on Thursday, September 2, 2010 .
Emmis also announced that the special meeting of Emmis shareholders held at 6:30 p.m., local time,
on Thursday, September 2, 2010, to vote on certain amendments to the terms of the Preferred Stock,
was initially adjourned until 8:30 a.m., local time, on Friday, September 3, 2010, and subsequently
adjourned until 6:30 p.m., local time, on Wednesday, September 8, 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 Wednesday, September 8, 2010. The tender offer, as previously extended, was
originally scheduled to expire at 5:00 p.m., New York City time, on Thursday, September 2, 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. Although we believe that an
agreement among the various parties remains unlikely, we believe the extension is warranted due to
the continuing discussions.
As of 5:00 p.m., New York City time, on Thursday, September 2, 2010, 422,803 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 Thursday, September 2, 2010, 19,824,537 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.
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
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operates seven FM radio stations serving the nations 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 companys 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 SECS 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.
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
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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 Thursday,
September 2, 2010 until 5:00 p.m., New York City time, on Wednesday, September 8, 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 Thursday, September 2,
2010 are hereby amended and restated to refer to 5:00 p.m., New York City time, on
Wednesday, September 8, 2010. |
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As of 5:00 p.m., New York City time, on Thursday, September 2, 2010, 19,824,537 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 Thursday, September 2, 2010, 422,803
shares of Existing Preferred Stock had been tendered into and not withdrawn from the
Exchange Offer. |
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Special FactorsBackground 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 September 3, 2010, Emmis further
extended the Exchange Offer until 5:00 p.m., New York City time, on Wednesday, September 8,
2010, initially adjourned the special meeting of Emmis shareholders, which was convened at
6:30 p.m., local time, on Thursday, September 2, 2010, at Emmis Headquarters, to vote on the
Proposed Amendments, until 8:30 a.m., local time, on Friday, September 3, 2010, and
subsequently adjourned the meeting until 6:30 p.m., local time, on Wednesday, September 8,
2010, at Emmis Headquarters, and JS Acquisition further extended the JS Acquisition Tender
Offer until 5:00 p.m., New York City time, on Wednesday, September 8, 2010. On the same day,
Emmis (with the approval of the Committee) consented to the further extension of the JS
Acquisition Tender Offer, and JS Parent consented to the further extension of
the Exchange Offer, pursuant to the terms of the Merger Agreement. Also on the same day,
Alden 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 September 3, 2010,
although an agreement among the various parties remained unlikely, the extension was
warranted due to the continuing discussions. |
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Also on September 3, 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. 9 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 TransactionsCertain Legal MattersShareholder 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 September 1, 2010, the parties in both the Primich and Frank cases jointly filed motions
to extend the defendants time to answer or otherwise respond to the complaints until the
Court appoints Lead Plaintiff(s) and Lead Counsel. |
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