<PAGE> 1
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
Filed by Registrant [ X ]
Filed by Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ X ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
EMMIS BROADCASTING CORPORATION
(Name of Registrant as Specified in its Charter)
EMMIS BROADCASTING CORPORATION
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[ X ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.
1) Title of each class of securities to which transaction applies:
...............................................................
2) Aggregate number of securities to which transaction applies:
...............................................................
3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (Set forth the
amount on which the filing fee is calculated and state how it
was determined):
...............................................................
4) Proposed maximum aggregate value of transaction:
...............................................................
5) Total fee paid:
...............................................................
[ ] Fee paid previously with preliminary materials.
[ ] 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 filing.
1) Amount Previously Paid:
...................................................
2) Form, Schedule or Registration Statement No.:
...................................................
3) Filing Party:
...................................................
4) Date Filed:
...................................................
<PAGE> 2
[EMMIS BROADCASTING LOGO]
May 24, 1996
Dear Shareholder:
The directors and officers of Emmis Broadcasting Corporation join me
in extending to you a cordial invitation to attend the annual meeting of our
shareholders. This meeting will be held on Tuesday, June 25, 1996, at 10:00
a.m. at The Omni Severin Hotel Downtown, 40 West Jackson Place, Indianapolis,
Indiana.
The formal notice of this annual meeting and the proxy statement
appear on the following pages. After reading the proxy statement, PLEASE MARK,
SIGN, AND RETURN THE ENCLOSED PROXY CARD TO ENSURE THAT YOUR VOTES ON THE
BUSINESS MATTERS OF THE MEETING WILL BE RECORDED.
We hope that you will attend this meeting. Whether or not you attend,
we urge you to return your proxy promptly in the postpaid envelope provided.
After returning the proxy, you may, of course, vote in person on all matters
brought before the meeting.
We look forward to seeing you on June 25.
Sincerely,
Jeffrey H. Smulyan
President and
Chairman of the Board
<PAGE> 3
EMMIS BROADCASTING CORPORATION
INDIANAPOLIS, INDIANA
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
The annual meeting of the shareholders of Emmis Broadcasting
Corporation (the "Corporation") will be held on Tuesday, June 25, 1996, at
10:00 a.m. at The Omni Severin Hotel Downtown, 40 West Jackson Place,
Indianapolis, Indiana to consider and to take action on the following matters:
1. The election of seven (7) directors of the Corporation for
terms of one year;
2. The approval of independent auditors; and
3. The transaction of such other business as may properly come
before the meeting and any adjournments thereof.
Only shareholders of record at the close of business on May 1, 1996 are
entitled to notice of and to vote at this meeting and any adjournments thereof.
By order of the Board of Directors,
Norman H. Gurwitz
Secretary
Indianapolis, Indiana
May 24, 1996
<PAGE> 4
EMMIS BROADCASTING CORPORATION
950 NORTH MERIDIAN STREET, SUITE 1200
INDIANAPOLIS, INDIANA 46204
PROXY STATEMENT
The accompanying proxy is solicited by the Board of Directors of Emmis
Broadcasting Corporation (the "Corporation") for use at the annual meeting of
shareholders to be held June 25, 1996 and any adjournments thereof. When the
proxy is properly executed and returned, the shares it represents will be voted
at the meeting in accordance with any directions noted on the proxy. If no
direction is indicated, the proxy will be voted in favor of the proposals set
forth in the notice attached to this proxy statement. Any shareholder giving a
proxy has the power to revoke it at any time before it is voted. The
approximate date of mailing of this proxy statement is May 24, 1996.
VOTING SECURITIES AND BENEFICIAL OWNERS
Only shareholders of record as of the close of business on May 1, 1996
will be entitled to vote at the annual meeting. As of the close of business on
May 1, 1996, the Corporation had outstanding 8,305,878 shares of Class A Common
Stock, par value $.01 per share ("Class A Common Stock") and 2,603,685 shares
of Class B Common Stock, par value $.01 per share ("Class B Common Stock," and
together with the Class A Common Stock, "Common Stock").
Holders of shares of Common Stock vote as a single class on all
matters submitted to a vote of the shareholders, except (i) the election of
directors, (ii) certain "going private" transactions and (iii) as otherwise
provided by law. Each share of Class A Common Stock is entitled to one vote
and each share of Class B Common Stock is entitled to ten votes. All matters
to come before the meeting, other than the election of directors, will be
determined by a majority of the votes represented by shares entitled to vote
that are present in person or represented by proxy. An abstention or broker
non-vote on any such matter will not change the number of votes cast for or
against the matter.
In the election of directors, the holders of Class A Common Stock,
voting as a separate class, will be entitled to elect two of the Corporation's
directors who must be independent directors. For this purpose, an "independent
director" means a person who is not an officer or employee of the Corporation
or its subsidiaries, and who does not have a relationship which, in the opinion
of the Board of Directors, would interfere with the exercise of independent
judgement in carrying out the responsibilities of a director. The holders of
Common Stock, voting as a single class with each share of Class A Common Stock
entitled to one vote and each share of Class B Common Stock entitled to ten
votes, are entitled to elect the remaining directors. In each case, the
election of directors is determined by a plurality of the votes represented by
shares entitled to vote that are present in person or represented by proxy. An
abstention or broker non-vote on the election of any director will not change
the number of votes cast for or against such director. Holders of Common Stock
are not entitled to cumulate votes in the election of directors.
The following table shows, as of May 1, 1996, the number and
percentage of shares of Common Stock held by each person known to the
Corporation who owned beneficially more than five percent of the issued and
outstanding Common Stock of the Corporation, by the Corporation's directors and
nominees, and by certain executive officers:
1
<PAGE> 5
<TABLE>
<CAPTION>
CLASS A COMMON STOCK CLASS B COMMON STOCK PERCENT
--------------------------------- -----------------------------------
FIVE PERCENT SHAREHOLDERS, AMOUNT AND PERCENT AMOUNT AND PERCENT OF TOTAL
DIRECTORS AND CERTAIN NATURE OF OF NATURE OF OF VOTING
EXECUTIVE OFFICERS BENEFICIAL OWNERSHIP CLASS BENEFICIAL OWNERSHIP CLASS POWER
- - ------------------ -------------------- ----- -------------------- ----- -----
<S> <C> <C> <C> <C> <C>
Jeffrey H. Smulyan 200,609(1) 2.4% 2,878,685(15) 100.0% 77.6%
Susan B. Bayh 5,100(2) * -- -- *
Richard F. Cummings 75,095(3) * -- -- *
Norman H. Gurwitz 55,932(4) * -- -- *
Gary L. Kaseff 8,235(5) * -- -- *
Richard A. Leventhal 26,000(6) * -- -- *
Doyle L. Rose 83,723(7) 1.0 -- -- *
Howard L. Schrott 27,497(8) * -- -- *
Samuel W. Smulyan 24,360(9) * -- -- *
Lawrence B. Sorrel 765,001(10) 9.2 -- -- 2.2
FMR Corp. 1,015,900(11) 12.2 -- -- 3.0
Morgan Stanley Group Inc. 765,001(12) 9.2 -- -- 2.2
Putnam Investments, Inc. 869,700(13) 10.5 -- -- 2.5
All Officers and Directors
as a Group (22 persons) 719,309(14) 8.5 2,878,685 100.0 79.1
</TABLE>
- - ---------------------------
* Less than 1%.
1 Includes 120,609 shares held by Mr. Smulyan as trustee for the Emmis
Broadcasting Corporation Profit Sharing Trust, (the "Profit Sharing Trust")
as to which Mr. Smulyan disclaims beneficial ownership.
2 Consists of 100 shares owned individually and 5,000 shares represented by
stock options exercisable within 60 days of May 1, 1996.
3 Consists of 25,734 shares owned individually, 1,361 shares held in the
Profit Sharing Trust, 36,000 shares of restricted stock, and 12,000 shares
represented by stock options exercisable within 60 days of May 1, 1996.
4 Consists of 5,645 shares owned individually, 665 owned by Mr. Gurwitz's
spouse, 1,330 owned for the benefit of Mr. Gurwitz's children, 34,024
shares represented by stock options exercisable within 60 days of May 1,
1996, 768 shares held in the Profit Sharing Trust and 13,500 shares owned
by a corporation of which Mr. Gurwitz's spouse is a 50% owner.
5 Consists of 2,570 shares owned individually by Mr. Kaseff, 665 shares owned
by Mr. Kaseff's spouse, and 5,000 shares represented by stock options
exercisable within 60 days of May 1, 1996.
6 Consists of 5,000 shares owned individually, 2,500 shares owned by Mr.
Leventhal's spouse, 13,500 shares owned by a corporation of which Mr.
Leventhal is a 50% owner and 5,000 shares represented by stock options
exercisable within 60 days of May 1, 1996.
7 Consists of 34,362 shares owned individually, 1,361 shares held in the
Profit Sharing Trust, 36,000 shares of restricted stock, and 12,000 shares
represented by stock options exercisable within 60 days of May 1, 1996.
8 Consists of 500 shares owned individually, 358 shares held in the Profit
Sharing Trust, and 26,639 shares represented by stock options exercisable
within 60 days of May 1, 1996.
9 Consists of 18,980 shares owned individually, 380 shares owned by Mr.
Smulyan's spouse and 5,000 shares represented by stock options exercisable
within 60 days of May 1, 1996.
10 Consists of shares beneficially owned by The Morgan Stanley Leveraged
Equity Fund, L. P., Morgan Stanley LEF I, Inc., and Morgan Stanley Group
Inc. ("MS Group") (Collectively, the "Morgan Stanley Entities"). Mr.
Sorrel disclaims beneficial ownership of these shares.
11 Information concerning these shares was obtained from a Schedule 13G
provided to the Corporation in February, 1996 on behalf of FMR Corp.,
Edward C. Johnson 3d, and Abigail P. Johnson, each with an address of 82
Devonshire Street, Boston, Massachusetts.
12 Information concerning these shares was obtained from a Schedule 13G
provided to the Corporation in February 1996 on behalf of CIGNA
Corporation, CIGNA Funding Limited Partnership, and CIGNA Leveraged Capital
Fund, Inc., (collectively, the "CIGNA Entities"), the Morgan Stanley
Entities, and Jeffrey H. Smulyan. The address of the CIGNA Entities is 900
Cottage Grove Road, Bloomfield, Connecticut, and the address of the Morgan
Stanley Entities is 1251 Avenue of the Americas, New York, New York.
13 Information concerning these shares was obtained from a Schedule 13G
provided to the Corporation in February 1996, by Putnam Investments, Inc.
on behalf of itself, Marsh & McLennan Companies, Inc., Putnam Investment
Management, Inc., The Putnam Advisory Company, Inc., and Putnam New
Opportunities Fund (collectively the "Putnam Group"), each of whom has an
address of One Post Office Square, Boston, Massachusetts 02109 (except
Marsh & McLennan Companies, Inc. which has an address of 1166 Avenue of the
Americas, New York, New York 10036). The Corporation recently received an
amendment dated May 6, 1996 indicating that the number of shares
beneficially owned by the Putnam Group has increased to 1,254,700.
14 Includes 201,923 shares represented by stock options exercisable within 60
days of May 1, 1996 and 120,609 shares held in the Emmis Broadcasting
Corporation Profit Sharing Trust. Excludes shares beneficially owned by the
Morgan Stanley Entities.
15 Consists of 2,603,685 shares owned individually and 275,000 shares
represented by stock options exercisable within 60 days of May 1, 1996.
2
<PAGE> 6
PROPOSAL NO. 1: ELECTION OF DIRECTORS
Seven directors are to be elected. Susan B. Bayh and Richard A.
Leventhal have been nominated to serve as the independent directors elected by
the holders of Class A Common Stock, and Jeffrey H. Smulyan, Doyle L. Rose,
Lawrence B. Sorrel, Samuel W. Smulyan, and Gary L. Kaseff have been nominated
to fill the remaining directorships. Each nominee is nominated to serve a term
of one year and until his or her successor is elected and qualified. All
nominees are members of the present Board of Directors. If, at the time of the
1996 annual meeting, any nominee is unable or declines to serve, the
discretionary authority provided in the proxy may be exercised to vote for a
substitute or substitutes. The Board of Directors has no reason to believe
that any substitute nominee or nominees will be required.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THE ELECTION OF THE
FOLLOWING NOMINEES.
<TABLE>
<CAPTION>
NAME, AGE, PRINCIPAL
OCCUPATION(S) AND
BUSINESS EXPERIENCE DIRECTOR
DURING PAST 5 YEARS SINCE
--------------------- -------
<S> <C>
JEFFREY H. SMULYAN, Age 48 1979
Chairman of the Board of Directors and President of the Corporation; formerly also owner and CEO of
the Seattle Mariners major league baseball team; Director of the Radio Advertising Bureau and The
Finish Line; Trustee of Ball State University.
DOYLE L. ROSE, Age 46 1984
Radio Division President of the Corporation and General Manager of KPWR-FM in Los Angeles, previously
Executive Vice President-Operations.
SAMUEL W. SMULYAN, Age 74 1992
Owns and operates several businesses, including hotels, restaurants, apartment complexes and other
real estate developments. Mr. Smulyan is the father of Jeffrey H. Smulyan.
LAWRENCE B. SORREL, Age 37 1993
Principal in the Merchant Banking Division of Morgan Stanley & Co. Incorporated, previously, Vice
President and Associate; Director of American Italian Pasta Corporation and MS Distribution, Inc.
GARY L. KASEFF, Age 48 1994
Employed as counsel to the Corporation, also solo practitioner attorney in Southern California;
previously, President of the Seattle Mariners major league baseball club and partner with the law firm
of Epport & Kaseff.
SUSAN B. BAYH, Age 36* 1994
Commissioner of the International Joint Commission of the United States and Canada; Also,
Distinguished Visiting Professor at Butler University; previously, Attorney with Eli Lilly & Company.
RICHARD A. LEVENTHAL, Age 48 * 1992
Owns and operates a wholesale fabric and textile company in Carmel, Indiana. Mr. Leventhal is the
brother-in-law of Norman H. Gurwitz, an executive officer of the Corporation.
</TABLE>
- - -------------
* Nominee to serve as independent director elected by the holders of the
Class A Common Stock voting as a single class.
The Board of Directors of the Corporation held 4 meetings, either in
person, by telephone or by written consent, during the last fiscal year. All
directors attended at least 75% of the aggregate of (1) the total number of
meetings of the Board of Directors of the Corporation and (2) the total number
of meetings held by all committees on which he or she served. Directors of the
Corporation who are not officers or employees are compensated for their
services at the rate of $1,000 per meeting of the Board of Directors attended.
Nominees for election as a director of the Corporation are selected by the
Board of Directors, acting as a nominating committee.
3
<PAGE> 7
CERTAIN COMMITTEES OF THE BOARDS OF DIRECTORS OF THE CORPORATION
The Board of Directors of the Corporation currently has an audit and a
compensation committee. The audit committee, which met concurrently with
certain Board meetings, evaluates audit performance, handles relations with the
Corporation's independent auditors and evaluates policies and procedures
relating to internal audit functions and controls. The audit committee may
also examine and consider other matters relating to the financial affairs of
the Corporation as it deems appropriate. The directors who are members of the
audit committee are Richard A. Leventhal and Lawrence B. Sorrel. The
compensation committee, which met three times during the last fiscal year,
provides a general review of the Corporation's compensation and benefit plans
to ensure that they meet corporate objectives. The compensation committee also
has authority to administer and to recommend the grant of options and other
awards under the Corporation's various stock option and incentive plans, and to
administer and recommend contributions under the Corporation's Profit Sharing
Trust. The directors who are members of the compensation committee are Susan
B. Bayh, Richard A. Leventhal and Lawrence B. Sorrel.
CERTAIN TRANSACTIONS
The Corporation has periodically made interest-bearing loans to
various officers and employees. The approximate amount of such indebtedness
outstanding at May 1, 1996, and the largest aggregate amount of indebtedness
outstanding at any month end during the last fiscal year, was $700,000 for
Jeffrey H. Smulyan, Chairman, President and Director, $103,200 for Doyle L.
Rose, Radio Division President and Director, $82,000 for Richard F. Cummings,
Executive Vice President-Programming, and $60,000 for Norman H. Gurwitz,
Executive Vice President, Corporate Counsel and Secretary. These loans bear
interest at the Corporation's cost of senior debt, which at May 1, 1996, was
approximately 8%.
EXECUTIVE COMPENSATION
REPORT OF THE COMPENSATION COMMITTEE
Policy and Performance Measures. During the last fiscal year,
compensation for the Corporation's officers (other than Jeffrey H. Smulyan, the
Corporation's chief executive officer) was largely determined by consensus
between Mr. Smulyan and the Corporation's Compensation Committee, typically
without formal action. Mr. Smulyan determined for each officer a salary that
he believed to be reasonable based upon such officer's compensation for the
previous year, the Corporation's performance over the previous year and each
officer's contribution to such performance. Because the fiscal year ended
February 28, 1995, resulted in significant improvement in the Corporation's
same-station broadcast cash flow and included the Corporation's strategic
acquisition of radio stations in New York and Indianapolis, base salary levels
of the Corporation's officers for the fiscal year ended February 29, 1996 were
generally increased from base salary levels in 1995.
The Corporation has historically relied upon cash bonuses, stock
options and stock appreciation rights in order to tie compensation to the
Corporation's performance. For the last fiscal year, bonuses for general
managers of the Corporation's radio stations were based upon the extent to
which each station met specified target levels of broadcast cash flow. Bonuses
to other officers were based upon Mr. Smulyan's personal assessment of their
contributions to the Corporation's overall performance and were then discussed
with members of the Compensation Committee to ensure that none had any
objections. Stock options were also granted to the Corporation's officers
during the last fiscal year under the Corporation's 1994 Equity Incentive Plan.
The number of options granted to an officer primarily depended upon such
officer's classification within the Corporation. Each radio station general
manager received options to purchase 6,000 shares of the Corporation's Class A
Common Stock , and each general manager of more than one radio station received
options to purchase an additional 2,000 shares for each radio station under
such person's management. The other officers received options to purchase
between 3,000 and 13,139 shares.
In addition, during the last fiscal year, the Corporation entered into
two and three year employment agreements with certain of the Corporation's
general managers and other key officers. These agreements, which provide for
a base salary, annual performance bonuses, and restricted stock and stock
option awards, also prohibit the officer from directly or indirectly competing
with the Corporation. The Committee believes that the structure of these
agreements should enable the Corporation to retain its key officers for a
certain period of time and to focus the efforts and energies of such officers
on further enhancing the value of the Corporation to its shareholders.
The Internal Revenue Code of 1986, as amended (the "Code"), generally
limits to $1 million the amount of compensation that may be deducted by the
Corporation in any year with respect to certain of the Corporation's officers.
Accordingly, the Compensation Committee endeavors to structure executive
compensation so that most of such compensation will be deductible. At the same
time, the Compensation Committee has the authority to award compensation in
excess of the $1 million limit, regardless of whether such additional
compensation will be deductible by the Corporation, where the Committee
determines in good faith that such compensation is appropriate.
4
<PAGE> 8
Chief Executive Officer Compensation. Mr. Smulyan is compensated in
accordance with his employment agreement which provides for (i) an annual
salary of approximately $539,000 in the fiscal year ended February 29, 1996,
with annual increases of 10% plus an inflation adjustment, subject to a maximum
annual increase of 15%; (ii) annual bonuses ranging from a minimum of $50,000
to a maximum of $250,000, as adjusted for inflation; and (iii) the award of
options to purchase 100,000 shares of Common Stock at a price per share of
$15.50 for each year during the term of the agreement that either the
Corporation's annual broadcast cash flow increases from the previous year by a
percentage specified in the agreement or the percentage increase in the average
monthly fair market value of the Corporation's Common Stock during the fiscal
year exceeds that of a specified peer group of broadcasting companies.
The amount of the annual bonuses under Mr. Smulyan's employment
agreement is determined by the Board of Directors, based in part on the
recommendation of the Compensation Committee. During the last fiscal year, the
Corporation's pro forma broadcast cash flow increased from $33.1 million to
$45.9 million. Additionally, during the last fiscal year, the price per share
of the Corporation's Class A Common Stock increased from $17.13 per share to
$38.25 per share. As a result of these achievements, the Board of Directors
awarded Mr. Smulyan $250,000, the maximum bonus under his employment agreement.
Further, the Compensation Committee has determined that Mr. Smulyan has earned
the options to purchase 100,000 shares of the Corporation's Common Stock.
Compensation Committee Members
Susan B. Bayh
Richard A. Leventhal
Lawrence B. Sorrel
PERFORMANCE GRAPH
The following line graph compares the yearly percentage change in the
cumulative total shareholder return on the Common Stock of the Corporation with
the cumulative total return of the Nasdaq Stock Market Index and the cumulative
total return of the Nasdaq Telecommunications Stock Market Index (an index
containing performance data of radio, telephone, telegraph, television and
cable television companies) from February 28, 1994, to the fiscal year ended
February 29, 1996. The performance graph assumes that an investment of $100
was made in the Corporation's Common Stock and in each index on February 28,
1994, the date of the Corporation's initial public offering,and that all
dividends were reinvested.
<PAGE> 9
[CHART]
<TABLE>
<CAPTION>
- - -------------------------------------------------------------------
Feb-94 Aug-94 Feb-95 Aug-95 Feb-96
- - -------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
- - -Emmis Broadcasting $100 $95 $103 $197 $247
- - -------------------------------------------------------------------
- - -Nasdaq Stock Market $100 $97 $101 $131 $141
- - -------------------------------------------------------------------
- - -Nasdaq Telecomm $100 $95 $ 92 $103 $106
- - -------------------------------------------------------------------
</TABLE>
5
<PAGE> 10
COMPENSATION TABLES
The following table sets forth the compensation awarded to, earned by,
or paid to the chief executive officer and the four most highly compensated
executive officers other than the chief executive officer (collectively, the
"Named Executive Officers") during each of the last three fiscal years.
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
LONG-TERM
COMPENSATION
-------------------------------
ANNUAL COMPENSATION AWARDS
--------------------------------------------- -------------------------------
OTHER SECURITIES ALL
FISCAL ANNUAL RESTRICTED UNDERLYING OTHER
NAME AND YEAR ENDED COMPEN- STOCK OPTIONS/ COMPEN-
PRINCIPAL POSITION FEBRUARY 29 SALARY BONUS SATION AWARDS SARS(#) SATION
- - ------------------ ----------- ------ ----- ------ ------ ------- ------
<S> <C> <C> <C> <C> <C> <C> <C>
JEFFREY H. SMULYAN 1996 $538,853 $250,000 $ -- $ -- 100,000 $ --
President and 1995 476,436 250,000 -- -- 100,000 --
Chairman of the Board 1994 601,650 -- -- -- -- --
DOYLE L. ROSE 1996 $385,066 $245,000 $ 14,400(1) $981,000(2) 25,000(3) $ --
Radio Division 1995 324,945 138,626 16,438 -- 12,000 --
President 1994 322,605 144,343 73,609 -- 20,000 --
RICHARD F. CUMMINGS 1996 $385,047 $245,000 $ 14,000(1) $981,000(2) 25,000(3) $ --
Executive Vice President 1995 313,742 60,000 198,411 -- 12,000 --
- - --Programming 1994 317,119 -- 72,797 -- 13,500 --
HOWARD L. SCHROTT 1996 $191,920 $ 60,000 $ -- -- 13,139 $ --
Executive Vice President, 1995 139,949 30,204 14,400 -- 12,000 --
Treasurer and Chief 1994 126,929 29,745 7,200 -- -- --
Financial Officer
NORMAN H. GURWITZ 1996 $165,992 $ 60,000 $ 14,400(1) -- 13,139 $ --
Executive Vice President, 1995 145,576 58,431 15,400 -- 12,000 --
Corporate Counsel and 1994 132,363 23,431 -- -- 4,000 --
Secretary
</TABLE>
- - -----------------
1 Represents automobile allowance.
2 Represents the market value on the date of grant of 36,000 shares of
restricted stock granted to each of Messrs. Rose and Cummings pursuant to
the terms of their respective employment agreements. The restricted stock
held by each of Messrs. Rose and Cummings (i) had a market value of
$1,377,000 as of the end of the Corporation's last fiscal year, (ii) will
vest on February 28, 1998, and (iii) earns dividends (if any are declared
and paid by the Corporation) while restricted.
3 Pursuant to the terms of the respective employment agreements of Messrs.
Rose and Cummings, these stock options are not exercisable until March 1,
1998.
6
<PAGE> 11
OPTION/SAR GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
-------------------------------------------------------------------------------
NUMBER OF % OF TOTAL POTENTIAL REALIZABLE
SECURITIES OPTIONS/SARS VALUE AT ASSUMED
UNDERLYING GRANTED TO EXERCISE ANNUAL RATES OF STOCK
OPTIONS/ EMPLOYEES OR BASE PRICE APPRECIATION
SARS IN PRICE EXPIRATION FOR OPTION TERM
---------------------------------
NAME GRANTED FISCAL YEAR ($/SHARE) DATE 5% 10%
- - ---- ------- ----------- --------- ---- -- ---
<S> <C> <C> <C> <C> <C> <C>
Jeffrey H. Smulyan(1) 100,000 26.6% $15.500 2/28/01 $3,331,777 $4,610,201
Doyle L. Rose 25,000 6.7% 15.500 2/28/00 774,828 1,012,546
Richard F. Cummings 25,000 6.7% 15.500 2/28/00 774,828 1,012,546
Howard L. Schrott 13,139 3.5% 17.125 (2) 77,242 177,236
Norman H. Gurwitz 13,139 3.5% 17.125 (2) 77,242 177,236
</TABLE>
- - ---------------
1 In addition, at the end of the Corporation's prior fiscal year, Mr.
Smulyan received options to purchase 100,000 shares of Common Stock pursuant
to the terms of his employment agreement. While the award was not documented
until after formal approval by the Corporation's Board of Directors after
the Corporation's 1995 annual meeting of shareholders, the award was
effective February 28, 1995, the end of the Corporation's fiscal year. This
award constituted 36% of all stock options granted during such fiscal year,
carried an exercise price of $15.50 per share, will expire on February 28,
2000, and had a potential realizable value at assumed rates of return of 5%
and 10% of $492,000 and $1,026,816, respectively.
2 The options expire at a rate of 20% per year beginning February 28, 1999,
with all options expired by February 28, 2003.
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION/SAR VALUES
<TABLE>
<CAPTION>
NUMBER OF SECURITIES
UNDERLYING UNEXERCISED VALUE OF UNEXERCISED
OPTIONS/SARS IN-THE-MONEY OPTIONS/SARS
AT FISCAL YEAR END AT FISCAL YEAR END
------------------- --------------------
ACQUIRED ON VALUE EXER- UNEXER- EXER- UNEXER-
NAME EXERCISE REALIZED CISABLE CISABLE CISABLE CISABLE
- - ---- -------- -------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C>
Jeffrey H. Smulyan -$ -- 275,000 -- $7,020,313 $ --
Doyle L. Rose 39,750 1,232,250 12,000 25,000 300,000 568,750
Richard F. Cummings 26,500 791,688 12,000 25,000 300,000 568,750
Howard L. Schrott 7,500 164,250 14,000 13,139 356,500 277,561
Norman H. Gurwitz 3,250 52,250 23,250 13,139 674,063 277,561
</TABLE>
EMPLOYMENT AGREEMENTS
During the fiscal year ended February 28, 1994, the Corporation
entered into a five-year employment agreement with Jeffrey H. Smulyan pursuant
to which Mr. Smulyan is employed as chief executive officer of the Corporation.
Mr. Smulyan's base compensation during the last fiscal year was approximately
$539,000, with the agreement providing for annual increases of 10% plus an
inflation adjustment, subject to a maximum aggregate annual increase of 15%.
In addition, the agreement provides for annual bonuses to be set by the Board
of Directors ranging from a minimum of $50,000 up to a maximum of $250,000, as
adjusted for inflation. Mr. Smulyan is also entitled to receive options to
purchase 100,000 shares of Common Stock at a price per share of $15.50 (the
price per share in the Corporation's initial public offering) for each year
during the term of the agreement that the Corporation's broadcast cash flow or
Common Stock price targets specified in the agreement are achieved. Under the
agreement, Mr. Smulyan retains the right to participate in all employee benefit
plans of the Corporation
7
<PAGE> 12
for which he is otherwise eligible. The agreement with Mr. Smulyan is subject
to termination by the Board of Directors or by Mr. Smulyan, either without
cause or for cause, at any time upon notice. In the event the Corporation
terminates Mr. Smulyan's employment without cause (as defined in the agreement)
or in the event Mr. Smulyan terminates his employment for good reason (as
defined in the agreement), Mr. Smulyan will be entitled to receive the present
value of the applicable base and incentive compensation through a date five
years after the date of termination. In addition, the agreement entitles Mr.
Smulyan to certain termination benefits upon disability, death or a change in
control (as defined in the agreement) of the Corporation. Following a
termination of Mr. Smulyan's employment, other than a termination by the
Corporation without cause (as defined in the agreement) or a termination by Mr.
Smulyan with good reason (as defined in the agreement), Mr. Smulyan would be
prohibited from engaging in a business in competition with the Corporation for
a period of two years after the date of termination.
During the last fiscal year, the Corporation entered into three-year employment
agreements with each of Doyle L. Rose and Richard F. Cummings, pursuant to
which Mr. Rose is employed as Radio Division President and Mr. Cummings is
employed as Executive Vice President--Programming. Each employment agreement
provides for a $150,000 signing bonus and an annual base salary of $383,000,
$408,000 and $433,000, respectively, for each of the three years covered
thereby. In addition, each agreement provides (i) upon the commencement of the
agreement, for the award of 36,000 restricted shares of Class A Common Stock,
which shares are subject to forfeiture if the officer is terminated for cause
(as defined in the agreement) or terminates his employment for a reason other
than death or disability (as defined in the agreement), (ii) at the end of each
completed year of service under the agreement, for the award of options to
purchase up to 25,000 shares of Class A Common Stock at a price per share equal
to $15.50 per share, which options shall be first exercisable at the end of the
term of the agreement and shall automatically terminate if the officer is
terminated for cause or terminates his employment for a reason other than death
or disability, and (iii) at the end of each completed year of service under the
agreement, for the award of a bonus in an amount (if any) determined by the
Chief Executive Officer, and based upon such officer's performance during such
year and the Corporation's bonus practices with respect to its other key
executive officers for such year. Under the agreements, Messrs. Rose and
Cummings each retain the right to participate in all employee benefit plans of
the Corporation for which they would otherwise be eligible.
PROPOSAL NO. 2: APPROVAL OF APPOINTMENT OF AUDITORS
The appointment of the Corporation's independent auditors is being
submitted for approval by vote of the shareholders. The Corporation's
financial statements for the year ended February 29, 1996 were certified by
Arthur Andersen LLP. The Corporation has selected Arthur Andersen as its
independent auditors for the fiscal year ending February 28, 1997.
Representatives of Arthur Andersen are expected to attend the annual meeting
with the opportunity to make a statement if they desire to do so, and will be
available to respond to appropriate questions. If shareholders do not approve
the selection of Arthur Andersen, then the selection of independent auditors
will be reconsidered by the Board of Directors.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE IN
FAVOR OF THIS PROPOSAL.
SHAREHOLDER PROPOSALS
Any shareholder of the Corporation wishing to have a proposal considered
for inclusion in the Corporation's 1997 proxy solicitation materials must set
forth such proposal in writing and file it with the Secretary of the
Corporation on or before January 24, 1997. The Board of Directors of the
Corporation will review any shareholder proposals that are filed as required,
and will determine whether such proposals meet applicable criteria for
inclusion in its 1997 proxy solicitation materials or consideration at the 1997
annual meeting.
COMPLIANCE WITH SECTION 16(A) OF THE
SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
the Corporation's officers and directors, and persons who own more than 10% of
the Corporation's Common Stock, to file with the Securities and Exchange
Commission reports detailing their ownership of the Corporation's Common Stock
and changes in such ownership. Officers, directors and greater than 10%
shareholders (the "Reporting Persons") are required by Securities and Exchange
Commission regulation to furnish the Corporation with copies of all Section
16(a) forms they file. Based solely on review of the copies of such forms
furnished to the Corporation, the Corporation believes that during the last
fiscal year all Reporting Persons complied with the filing requirements of
Section 16(a), except that Deborah Smulyan and Margaret Dugan each failed to
timely file an initial report on Form 3, and Judith Ellis, James Riggs and
Thomas Severino each failed to timely report one transaction on Form 4.
8
<PAGE> 13
ANNUAL REPORT
A copy of the Corporation's Annual Report for the year ended February 29,
1996 has been provided to all shareholders of record as of the record date.
The Annual Report is not to be considered as proxy solicitation material.
OTHER MATTERS
The Board of Directors knows of no other matters to be brought before this
annual meeting. However, if other matters should come before the meeting, it
is the intention of each person named in the proxy to vote such proxy in
accordance with his or her judgment on such matters.
EXPENSES OF SOLICITATION
The entire expense of preparing, assembling, printing and mailing the proxy
form and the material used in the solicitation of proxies will be paid by the
Corporation. The Corporation does not expect that the solicitation will be
made by specially engaged employees or paid solicitors. Although the
Corporation might use such employees or solicitors if it deems them necessary,
no arrangements or contracts have been made with any such employees or
solicitors as of the date of this statement. In addition to the use of the
mails, solicitation may be made by telephone, telegraph, cable or personal
interview. The Corporation will request record holders of shares beneficially
owned by others to forward this proxy statement and related materials to the
beneficial owners of such shares, and will reimburse such record holders for
their reasonable expenses incurred in doing so.
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. Whether or not you
attend the meeting, you are urged to execute and return the proxy.
For the Board of Directors,
Jeffrey H. Smulyan
Chairman
May 24, 1996
9
<PAGE> 14
EMMIS BROADCASTING CORPORATION
950 NORTH MERIDIAN STREET, SUITE 1200
INDIANAPOLIS, INDIANA 46204
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE
COMPANY
The undersigned hereby appoints Jeffrey H. Smulyan and Norman H.
Gurwitz, and each of them, attorneys-in-fact and proxies, with full
power of substitution, to vote as designated below all shares of Class
A Common Stock of Emmis Broadcasting Corporation which the undersigned
would be entitled to vote if personally present at the annual meeting
of shareholders to be held on June 25, 1996, at 10:00 a.m., and at any
adjournment thereof.
<TABLE>
<S> <C>
1. ELECTION OF DIRECTORS FOR A TERM OF ONE YEAR.
/ /FOR all nominees listed below (except as / /WITHHOLD AUTHORITY to vote for all nominees
marked to the contrary below)
</TABLE>
Jeffrey H. Smulyan, Doyle L. Rose, Lawrence B. Sorrel,
Samuel W. Smulyan, Gary L. Kaseff, Susan B. Bayh* and Richard A. Leventhal*
(INSTRUCTION: To withhold authority to vote for any individual
nominee, write that nominee's name on the line below.)
----------------------------------------------------------------------
2. PROPOSAL TO APPROVE SELECTION OF ARTHUR ANDERSEN LLP AS
INDEPENDENT AUDITORS.
/ / FOR / / AGAINST / / ABSTAIN
3. In their discretion, the Proxies are authorized to vote upon such
other business as may properly come before the meeting.
(Continued on other side)
* Class A Director
(Continued from other side)
This proxy when properly executed will be voted in the manner
directed herein by the undersigned shareholders. If no direction is
made, this proxy will be voted FOR Proposals 1 and 2.
The undersigned acknowledges receipt from Emmis Broadcasting
Corporation prior to the execution of this proxy of notice of the
meeting, a proxy statement, and an annual report to shareholders.
Please sign exactly as name appears below. When shares are held as
joint tenants, both should sign. When signing as attorney, executor,
administrator, trustee or guardian, please give full title as such. If
a corporation, please sign in full corporate name by president or
other authorized officer. If a partnership, please sign in partnership
name by authorized person.
Dated: , 1996
----------------------
-----------------------------------
Signature
-----------------------------------
(Signature if held jointly)
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.
REVOCABLE PROXY
