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 6, 2005
EMMIS COMMUNICATIONS CORPORATION
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(Exact Name of Registrant as Specified in Its Charter)
INDIANA
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(State or Other Jurisdiction of Incorporation)
0-23264 35-1542018
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(Commission File Number) (IRS Employer Identification No.)
ONE EMMIS PLAZA, 40 MONUMENT CIRCLE,
SUITE 700, INDIANPOLIS, INDIANA 46204
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(Address of Principal Executive Offices) (Zip Code)
317-266-0100
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(Registrant's Telephone Number, Including Area Code)
NOT APPLICABLE
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(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 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On June 6, 2005, Emmis Communications Corporation ("Emmis") and its principal
operating subsidiary, Emmis Operating Company ("Emmis Operating Company"),
entered into the First Amendment (the "Amendment") to the Revolving Credit and
Term Loan Agreement, dated as of May 10, 2004, by and among Emmis Operating
Company, as the borrower, Bank of America, N.A. as administrative agent for the
lenders, Goldman Sachs Credit Partners L.P., as syndication agent for the
lenders, Wachovia Bank, N.A, Deutsche Bank Securities Inc., and Credit Suisse
First Boston acting through its Cayman Islands branch as co-documentation agents
for the lenders, and the named financial institutions as lenders. Among other
things, the Amendment, which is subject to customary closing conditions,
modifies certain negative covenants to permit (i) Emmis to incur additional
indebtedness and (ii) Emmis Operating Company to make payments to Emmis to fund
interest payments on the Emmis floating rate senior notes described below, each
in connection with the financing of Emmis' previously announced "Dutch Auction"
tender offer to purchase for cash up to 20,250,000 shares of its Class A common
stock at a price per share not less than $17.25 and not greater than $19.75.
In addition, the Amendment, among other things, (i) permits Emmis, subject to
certain specified conditions, to apply a portion of the proceeds of any sales of
Emmis' televisions assets to the prepayment of Emmis' outstanding indebtedness,
and (ii) eases certain financial ratio covenants applicable to Emmis Operating
Company including those involving leverage, interest coverage and fixed charges.
In addition, on June 6, 2005, Emmis delivered a commitment notice (the "Notice")
to Bank of America Securities LLC under the Commitment and Engagement Letter
(the "Commitment Letter") between the parties, dated as of May 15, 2005. The
Commitment Letter and the Notice require Banc of America Securities LLC, subject
to customary closing conditions, to purchase $300.0 million of Emmis floating
rate senior notes due 2012 on June 13, 2005.
The description of the Amendment set forth above is qualified in its entirety to
the Amendment, a copy of which is attached hereto as Exhibit 10.1 to this
Current Report on Form 8-K, and is incorporated herein by reference.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(c) EXHIBITS
EXHIBIT DESCRIPTION
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10.1 First Amendment to the Revolving Credit and Term Loan
Agreement, dated as of June 6, 2005.
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, thereunto duly authorized.
Dated: June 6, 2005
EMMIS COMMUNICATIONS CORPORATION
By: /s/ J. Scott Enright
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Name: J. Scott Enright
Title: Vice President, Associate
General Counsel and Secretary
INDEX TO EXHIBITS
EXHIBIT DESCRIPTION
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10.1 First Amendment to the Revolving Credit and Term Loan
Agreement, dated as of June 6, 2005.