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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
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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, INDIANAPOLIS, 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))
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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
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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
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Name: J. Scott Enright
Title: Vice President, Associate General
Counsel and Secretary
EXHIBIT INDEX
NO. DESCRIPTION
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99.1 Press Release dated June 19, 2006