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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
EMMIS COMMUNICATIONS CORPORATION
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(Name of Issuer)
CLASS A COMMON STOCK, PAR VALUE $0.01 PER SHARE
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(Title of Class of Securities)
291525 10 3
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(CUSIP Number)
Jeffrey H. Smulyan
c/o Emmis Communications Corporation
One Emmis Plaza
40 Monument Circle, Suite 700
Indianapolis, IN 46204
(317) 266-0100
with a copy to:
James M. Dubin, Esq.
c/o Paul, Weiss, Rifkind, Wharton & Garrison LLP
1285 Avenue of the Americas
New York, New York 10019-6064
(212) 373-3000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
August 4, 2006
(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 Rule 13d-1(e), Rule 13d-1(f), Rule 13d-1(g),
check the following box [_].
* 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 purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liability of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
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CUSIP NO. 291525 10 3 Page 2 of 5
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1 NAME OF REPORTING PERSON: Jeffrey H. Smulyan
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) [_]
(b) [_]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS: OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e): [_]
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6 CITIZENSHIP OR PLACE OR ORGANIZATION: United States of America
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NUMBER OF 7 SOLE VOTING POWER: 6,546,789(1)
SHARES --------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER: 30,625(2)
OWNED BY --------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER: 6,546,789(1)
REPORTING --------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER: 30,625(2)
WITH
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON: 6,577,414 (1),(2)
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES: [X]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
Approximately 17.0%(3)
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14 TYPE OF REPORTING PERSON: IN
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(1) Consists of (i) 3,951 shares of Class A Common Stock held in the 401(k)
Plan, (ii) 101,837 shares of Class A Common Stock held by Mr. Smulyan
individually, (iii) 4,929,881 shares of Class B Common Stock held by Mr.
Smulyan individually, (iv) 11,120 shares of Class A Common Stock held by
Mr. Smulyan as trustee for his children, and (v) options to purchase
1,500,000 shares of Class B Common Stock that are exercisable currently
or within 60 days of August 4, 2006. Each share of Class B Common Stock
is convertible at any time into one share of Class A Common Stock.
(2) Consists of 30,625 shares of Class A Common Stock held by The Smulyan
Family Foundation, as to which Mr. Smulyan shares voting and dispositive
control.
CUSIP NO. 291525 10 3 Page 3 of 5
(3) The denominator is based on (i) 32,346,188 shares of Class A Common Stock
outstanding as of August 4, 2006, as obtained from Emmis Communications
Corporation, and (ii) 6,429,881 shares of Class A Common Stock issuable
upon conversion of the shares of Class B Common Stock beneficially owned
by Mr. Smulyan (including upon the exercise of options to purchase shares
of Class B Common Stock held by Mr. Smulyan that are exercisable
currently or within 60 days of August 4, 2006). Each share of Class B
Common Stock is convertible at any time into one share of Class A Common
Stock. Holders of Class A Common Stock and Class B Common Stock vote as a
single class in all matters submitted to a vote of the stockholders, with
each share of Class A Common Stock entitled to one vote per share and
each share of Class B Common Stock entitled to ten votes per share,
except as otherwise provided in the Issuer's articles of incorporation or
as otherwise provided by law. The shares deemed to be beneficially owned
by Mr. Smulyan represent approximately 66.7% of the combined voting power
of the outstanding shares of Class A Common Stock and Class B Common
Stock, voting together as a single class.
CUSIP NO. 291525 10 3 Page 4 of 5
AMENDMENT NO. 2 TO SCHEDULE 13D
This Amendment No. 2 to Schedule 13D is being filed by Jeffrey H.
Smulyan (the "Reporting Person") and relates to the 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 Schedule 13D filed on
October 3, 1995 by the Reporting Person, as amended and restated by Amendment
No. 1 filed by the Reporting Person on May 10, 2006, is hereby amended and
supplemented by the Reporting Person as set forth below in this Amendment No.
2.
ITEM 4. PURPOSE OF TRANSACTION.
The disclosure in Item 4 is hereby amended by deleting the second to
last paragraph thereof and supplemented by adding the following after the last
paragraph thereof:
"On August 4, 2006, Purchaser, an Indiana corporation wholly-owned by
the Reporting Person, sent a letter to the Issuer's Board of Directors
withdrawing, for the reasons stated therein, the Proposal made by the
Purchaser on May 7, 2006. A copy of the letter is attached hereto as Exhibit 5
and is incorporated herein by reference in its entirety.
On August 4, 2006, the Reporting Person issued a related press
release, which is attached hereto as Exhibit 6 and incorporated herein by
reference in its entirety.
The Reporting Person intends to review continuously his investment in
the Issuer, the Issuer's business affairs, capital needs and general industry
and economic conditions, and, based on such review, the Reporting Person may,
from time to time, determine to reinstitute the Proposal (or make a similar
proposal) on the same terms or on different terms, otherwise increase his
ownership of Common Stock, approve an extraordinary corporate transaction with
regard to the Issuer or engage in any of the events set forth in Items 4(a)
through (j) of Schedule 13D, except that the Reporting Person currently has no
intention of selling any shares of Common Stock."
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
The disclosure in Item 7 is hereby supplemented by adding the
following in appropriate numerical order at the end of that section:
EXHIBIT NO. DESCRIPTION FILED WITH
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5 Letter, dated August 4, 2006, from This Statement
Purchaser to the Issuer's Board of
Directors.
6 Press Release, dated August 4, 2006. This Statement
SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief,
the undersigned certifies that the information set forth in this statement is
true, complete and correct.
Dated: August 7, 2006
/s/ Jeffrey H. Smulyan
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Jeffrey H. Smulyan