<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 4, 1998
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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EMMIS COMMUNICATIONS CORPORATION
(Exact name of registrant as specified in its charter)
INDIANA 35-1542018
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
950 NORTH MERIDIAN STREET
SUITE 1200
INDIANAPOLIS, INDIANA 46204
(317) 266-0100
(Address, including zip code and telephone number,
including area code, of principal executive offices)
HOWARD L. SCHROTT
EXECUTIVE VICE PRESIDENT, CHIEF
FINANCIAL OFFICER AND TREASURER
EMMIS COMMUNICATIONS CORPORATION
950 NORTH MERIDIAN STREET, SUITE 1200
INDIANAPOLIS, INDIANA 46204
(317) 266-0100
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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COPY TO:
ALAN W. BECKER, ESQ.
BOSE MCKINNEY & EVANS
135 NORTH PENNSYLVANIA STREET, SUITE 2700
INDIANAPOLIS, INDIANA 46204
(317) 684-5000
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: From time to
time after the effective date of this Registration Statement. If the only
securities being registered on this Form are being offered pursuant to dividend
or interest reinvestment plans, please check the following box. [ ]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
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PROPOSED PROPOSED
AMOUNT MAXIMUM MAXIMUM AMOUNT OF
TITLE OF SECURITIES TO BE OFFERING PRICE AGGREGATE REGISTRATION
TO BE REGISTERED REGISTERED(1) PER SHARE(2) OFFERING PRICE FEE
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<S> <C> <C> <C> <C>
Class A Common Stock, par value $.01
per share........................... 1,080,000 $33.59375 $36,281,250 $10,086.19
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Total................................. 1,080,000 $36,281,250 $10,086.19
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</TABLE>
(1) Any additional shares to be issued as a result of stock dividends, stock
splits or similar transactions prior to the termination of this Registration
Statement shall be covered by this registration Statement as provided in
Rule 416.
(2) Determined pursuant to Rule 457(c) and (h) using average of reported high
and low prices on November 27, 1998
------------------------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
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<PAGE> 2
The information in this prospectus is not complete and may be changed. We may
not sell these securities until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an offer
to sell these securities and it is not soliciting an offer to buy these
securities in any state where the offer or sale is not permitted.
PROSPECTUS (SUBJECT TO COMPLETION)
ISSUED DECEMBER 4, 1998
1,080,000 SHARES
[EMMIS LOGO]
EMMIS COMMUNICATIONS CORPORATION
CLASS A COMMON STOCK
-------------------------
The selling shareholders identified in this prospectus may offer and sell
up to 1,080,000 shares of our Class A Common Stock which they currently hold as
pledgees to secure payment of the principal and interest due on our $25 million
promissory note to them for a portion of the purchase price of four television
stations. The note is due in July 1999, and we intend to pay the note in cash on
or before that date. However, we are registering these shares at this time as
required under the terms of the purchase agreement so that the selling
shareholders can freely resell the shares in the event that we fail to pay the
note and they take title to the shares. The registration of these shares does
not necessarily mean that any selling shareholder will take title to any of the
pledged shares because we have failed to pay our note or that any of the shares
will be offered or sold by any selling shareholders. We will receive no proceeds
of any sales of these shares, but we will incur expenses in connection with the
offering.
Our Class A Common Stock is traded on the NASDAQ National Market System
under the symbol EMMS.
Our outstanding capital stock consists of Class A Common Stock and Class B
Common Stock. Each share of Class A Common Stock is entitled to one vote, and
each share of Class B Common Stock is generally entitled to 10 votes. However,
the Class A Common Stock has the right to elect two of our directors. All of the
Class B Common Stock is owned by Jeffrey H. Smulyan, our Chairman. In order to
comply with federal laws regulating ownership of broadcast companies, our
articles of incorporation limit the ownership of Class A Common Stock by
non-U.S. citizens.
-------------------------
SEE "RISK FACTORS" BEGINNING ON PAGE 4 FOR INFORMATION THAT YOU SHOULD
CONSIDER BEFORE PURCHASING CLASS A COMMON STOCK.
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NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
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The date of this Prospectus is , 1998.
<PAGE> 3
IF IT IS AGAINST THE LAW IN ANY STATE TO MAKE AN OFFER TO SELL THE CLASS A
COMMON STOCK (OR TO SOLICIT AN OFFER FROM SOMEONE TO BUY THE CLASS A COMMON
STOCK), THEN THIS PROSPECTUS DOES NOT APPLY TO ANY PERSON IN THAT STATE AND NO
OFFER OR SOLICITATION IS MADE BY THIS PROSPECTUS TO ANY SUCH PERSON.
YOU SHOULD RELY ONLY ON THE INFORMATION INCORPORATED BY REFERENCE OR
PROVIDED IN THIS PROSPECTUS OR ANY SUPPLEMENT. NEITHER WE NOR ANY OF THE SELLING
SHAREHOLDERS HAVE AUTHORIZED ANYONE TO PROVIDE YOU WITH DIFFERENT INFORMATION.
YOU SHOULD NOT ASSUME THAT THE INFORMATION IN THIS PROSPECTUS OR ANY SUPPLEMENT
IS ACCURATE AS OF ANY DATE OTHER THAN THE DATE ON THE FRONT OF THESE DOCUMENTS.
------------------------
TABLE OF CONTENTS
<TABLE>
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PAGE
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Additional Information Available............................ 3
Risk Factors................................................ 4
The Company................................................. 8
Use of Proceeds............................................. 8
Restrictions on Ownership of Shares......................... 8
Selling Shareholders........................................ 9
Plan of Distribution........................................ 10
Legal Opinions.............................................. 11
Experts..................................................... 11
</TABLE>
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus and the information incorporated by reference in it, as
well as any prospectus supplement that accompanies it, include "forward-looking
statements" within the meaning of Section 27A of the Securities Act of 1933, as
amended (the "Securities Act"), and Section 21E of the Securities Exchange Act
of 1934, as amended (the "Exchange Act"). We intend the forward-looking
statements to be covered by the safe harbor provisions for forward-looking
statements in these sections. All statements regarding our expected financial
position, business and financing plans are forward-looking statements. These
statements can sometimes be identified by our use of forward-looking words such
as "may," "will," "should," "expect," "anticipate," "estimate" or "continue."
Although we believe that our expectations in such forward-looking statements are
reasonable, we cannot promise that our expectations will turn out to be correct.
Actual results could be materially different from and worse than our
expectations. Important factors that could cause actual results to be materially
different from our expectations are disclosed in this prospectus, including
under "Risk Factors."
2
<PAGE> 4
ADDITIONAL INFORMATION AVAILABLE
We file annual, quarterly and special reports, proxy statements and other
information with the SEC. You may read and copy any document we file at the
following SEC public reference rooms:
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<S> <C> <C>
450 Fifth Street, N.W. 7 World Trade Center 500 West Madison Street
Room 1024 Suite 1300 Suite 1400
Washington, D.C. 20549 New York, New York 10048 Chicago, Illinois 60661
</TABLE>
Our SEC filings are also available to the public from the SEC's Web Site at
http://www.sec.gov.
This prospectus is part of a registration statement we filed with the SEC.
The SEC allows us to "incorporate by reference" the information we file with
them, which means that we can disclose important information to you by referring
you to those documents. The information incorporated by reference is considered
to be part of this prospectus, and later information that we file with the SEC
will automatically update and supersede this information. We incorporate by
reference the documents listed below and any future filings made with the SEC
under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act until all the
selling shareholders sell all of the pledged shares or the offering is otherwise
terminated.
1. The Company's Annual Report on Form 10-K (file no. 0-23264) for the
fiscal year ended February 28, 1998.
2. The Company's Quarterly Reports on Form 10-Q (file no. 0-23264) for the
fiscal quarters ended May 31, 1998 and August 31, 1998.
3. The Company's Current Reports on Form 8-K (file no. 0-23264) filed May
7, 1998, June 22, 1998, July 31, 1998, and December 2, 1998, and an
amendment on Form 8-K/A (file no. 0-23264) filed September 29, 1998.
4. The description of the Class A Common Stock contained in the Company's
registration statement on Form 8-A (file no. 0-23264) as amended.
You may request a copy of these filings, at no cost, by writing or
telephoning us at the following address:
Investor Relations
Emmis Communications Corporation
One Emmis Plaza, 7th Floor
40 Monument Circle
Indianapolis, Indiana 46204
Telephone: (317) 266-0100
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<PAGE> 5
RISK FACTORS
An investment in Class A Common Stock involves a significant degree of
risk. Before you decide to invest, you should consider carefully all of the
information in this prospectus and, in particular, the following factors. All
references to "we" or the "Company" in this prospectus mean Emmis Communications
Corporation and our subsidiaries, except where it is clear we mean only the
parent company.
NEW LINE OF BUSINESS
Until recently, we had concentrated our business operations in radio
broadcasting and magazine publishing and had not operated television stations.
Although we have hired a manager with substantial television experience to
manage our television stations, we have no established operating history in the
television industry, and we must make the operations of these television
stations a part of the operations of the Company. In addition, because
television stations need to purchase syndicated programming and develop original
programming substantially in advance of the date it is first broadcast, the
audience ratings and broadcast cash flow of our television station will probably
not improve for some time. If we lose key employees at our television stations
or cannot obtain or develop certain types of programming at an acceptable cost,
or at all, any improvements in audience ratings or broadcast cash flow could
take even longer or not be as large. We cannot be sure that our management can
successfully integrate our newly-acquired television stations into our business.
If we experience any delays or unexpected costs in that process, it could have
an adverse effect on our business, operating results or financial condition.
RELIANCE ON PROGRAMMING
Among our most significant operating costs for our television stations is
syndicated programming. If the cost of syndicated programming increases in the
future, it may cause us to have lower net income. It is difficult to predict
accurately how a program will perform because television stations often must
purchase program rights two or three years in advance. In some instances, we may
need to replace programs early and write off a portion of their costs, which
will increase our operating expenses.
NETWORK AFFILIATION AGREEMENTS
Five of our television stations are affiliated with Fox and one is
affiliated with CBS. Each of these networks generally provides these stations
with prime time programming for a set number of hours per week. In return, the
stations broadcast network-inserted commercials during the programs and receive
cash from the network. Although network affiliates generally have higher ratings
than unaffiliated independent stations in the same market, we cannot be sure
that each network's programming will be successful in the future or that
successful programs will continue. Our network affiliation agreements can be
terminated by the networks in certain circumstances. We believe that we enjoy a
good relationship with both Fox and CBS. However, we cannot be sure that the
affiliation agreements will remain in place or that the networks will continue
to provide programs or compensation to their affiliates on the same basis as
they currently do. If the network affiliation agreement of one of our television
stations is terminated or not renewed, it could materially decrease that
station's broadcast cash flow.
4
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LIMITATIONS ON ACQUISITION STRATEGY
We intend to pursue growth through the acquisition of radio station groups,
individual radio stations and television stations as our management believes
appropriate. In order for us to be successful with this strategy, we must be
effective at quickly evaluating markets, obtaining loans to buy stations on
satisfactory terms and obtaining the necessary governmental authorizations. We
must also do these tasks at reasonable costs. We compete with many other buyers
for radio and television stations. Many of those competitors have much more
money and other resources than we do. We cannot predict whether we will be
successful in buying stations or whether we will be successful with any station
we buy. Also, our strategy is to buy underperforming broadcast properties and
use our experience to improve their performance. Thus, we will likely benefit
over time from any station we buy, rather than immediately, and we may need to
pay large initial costs for these improvements.
COMPETITIVE NATURE OF BROADCASTING
The broadcasting industry is very competitive. The success of each of our
stations is very dependent upon its audience ratings and share of the overall
advertising revenue within its markets. Our stations compete for audiences and
advertising revenue directly with other radio and television stations, and some
of the owners of those competing stations have much more money than we do. Our
stations also compete with other media such as cable television, newspapers,
magazines, direct mail, compact discs, music videos, the Internet and outdoor
advertising. Although we believe that each of our stations can compete
effectively in its broadcast area, we cannot be sure that any of our stations
can keep or increase its current audience ratings or market share. In addition,
other stations may change their format or programming to compete directly with
our stations for audience and advertisers, or engage in aggressive promotional
campaigns. If this happens, the ratings and advertising revenue of our stations
could decrease, the promotion and other expenses of our stations could increase,
and our stations would have lower broadcast cash flow.
KEY EMPLOYEES
Our business depends upon certain key employees, including our President.
We have employment agreements with our President and certain other key
employees, but we are not protected by life insurance on these employees. We
also employ several on-air personalities with significant loyal audiences. We
generally enter into long-term employment agreements with our key on-air talent,
but we cannot be sure that any of these on-air personalities will remain with
our company.
CONTROL OF THE COMPANY
Jeffrey H. Smulyan, the President of the Company, holds shares representing
approximately 70% of the outstanding combined voting power of all classes of our
common stock. As a result of his voting power, Mr. Smulyan can control the
outcome of most matters submitted to a vote of our stockholders, including the
election of a majority of the directors.
5
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ABILITY TO SERVICE INDEBTEDNESS
At August 31, 1998, we had approximately $515.5 million of total debt. In
October 1998 we borrowed an additional $77 million to purchase two television
and three radio stations. In addition, if our existing lending agreements permit
it, we may borrow additional money from time to time to finance purchases or for
other corporate purposes.
The amount of our debt could have important consequences to our
stockholders. We may need to dedicate broadcast cash flow to pay interest and
principal on our debt. Future acquisitions or capital expenditures could be
restricted. As a consequence of our level of debt, we will also be more
vulnerable to economic downturns or competition. Some of our competitors
currently have less debt than we do on a percentage basis and may be much more
flexible in their operations and borrowing ability than we are. We expect that
we will have enough revenue to meet our operating expenses and to make principal
and interest payments to our lenders when they are due. If we are unable to make
required principal and interest payments, however, we will be forced to change
our business strategy. We may need to reduce or delay capital expenditures, sell
assets, restructure or refinance our debt or sell additional stock. We cannot be
sure that we could use any of these strategies, and if we did use them, they
might have negative effects on the value of the Class A Common Stock.
NEW TECHNOLOGIES
New media technologies are being introduced to compete with the
broadcasting industry. Some of these new technologies are as follows:
- Direct broadcast satellite systems, which provide programming on a
subscription basis to people with a satellite signal receiving dish and
decoder equipment. These systems claim to provide high picture and sound
quality. They do not usually provide the signals of traditional
over-the-air broadcast stations, and thus are generally restricted to
providing cable-oriented and premium services.
- Digital audio broadcasting and satellite digital audio radio service,
which provide for the delivery of multiple new, high quality audio
programming formats to local and national audiences.
- Digital television, which will provide additional channels to television
broadcasters which can be used for multiple standard definition program
channels, data transfer and other services as well as digital video
programming. Under current rules of the FCC, our television stations will
be required to broadcast a digital signal by May 2001 and then return
their analog channel to the FCC.
We cannot predict at this time the effect, if any, that any of these new
technologies may have on the radio or television broadcasting industry. However,
our costs to convert our television stations to digital television will be
significant, and we cannot predict whether or when there will be any consumer
demand for digital television services.
6
<PAGE> 8
UNITED STATES BROADCASTING INDUSTRY SUBJECT TO FEDERAL REGULATION
The broadcasting industry in the United States is subject to extensive and
changing regulation by the FCC. Among other things, the FCC is responsible for
the following:
- Assigning frequency bands for broadcasting
- Determining the particular frequencies, locations and operating power of
stations
- Issuing, renewing, revoking and modifying station licenses
- Determining whether to approve changes in ownership or control of station
licenses
- Regulating equipment used by stations
- Adopting and implementing regulations and policies that directly affect
the ownership, operation and employment practices of stations.
The FCC has the power to impose penalties for violation of its rules or the
applicable statutes. In particular, our business will be dependent upon
continuing to hold broadcasting licenses from the FCC that are issued for terms
of up to eight years. While in the vast majority of cases these licenses are
renewed by the FCC, we cannot be sure that any of our United States stations'
licenses will be renewed at their expiration date. If our licenses are renewed,
we cannot be sure that the FCC will not impose conditions or qualifications that
could cause problems in our business.
Although a recent amendment to the law loosened or eliminated many
restrictions on ownership of radio and television stations in the United States,
we are still restricted from owning more than a certain number of stations in
any United States market. This restriction, as well as rules which could
"attribute" ownership of broadcast properties by other persons to us because
those persons are associated with us, may limit our ability to purchase stations
we would otherwise wish to buy.
The law also restricts the ability of non-U.S. persons to own our voting
capital stock and to participate in our affairs. Our articles of incorporation
contain provisions which permit restrictions on the ownership, voting and
transfer of our capital stock in accordance with the law.
INTERNATIONAL BUSINESS RISKS
We currently operate a national radio station in Hungary, and we intend to
pursue opportunities to buy broadcasting properties in other foreign countries.
The risks of doing business in foreign countries include the following:
- Changing regulatory or taxation policies
- Currency exchange risks
- Changes in diplomatic relations or hostility from local populations
- The risk that our property could be taken by the government, or that our
ability to transfer our property or earnings out of the foreign country
will be restricted
- Potential instability of foreign governments, which might result in
losses against which we are not insured
Although we will try to evaluate the risks before we purchase a station in a
foreign country, we cannot be sure whether any of these risks will have an
effect on our business in the future.
7
<PAGE> 9
THE COMPANY
We are a diversified media company with radio broadcasting, television
broadcasting and magazine publishing operations. In 1997 we ranked as the eighth
largest radio broadcaster in the United States based on both total number of
listeners and total revenue. The thirteen FM radio stations and three AM radio
stations we own in the United States as of November 30, 1998 serve the nation's
three largest radio markets of New York City, Los Angeles and Chicago, as well
as St. Louis, Indianapolis and Terre Haute, Indiana. Our television stations are
located in New Orleans, Louisiana, Mobile, Alabama, Green Bay, Wisconsin,
Honolulu, Hawaii, Fort Myers, Florida and Terre Haute, Indiana. These stations
include two television stations (WFTX-TV, Ft. Myers, Florida and WTHI-TV, Terre
Haute, Indiana) and three radio stations (WTHI-AM, WTHI-FM and WWVR-FM, Terre
Haute, Indiana) as to which we completed our acquisition from Wabash Valley
Broadcasting Corporation effective October 1, 1998.
Our overall strategy is to acquire underdeveloped media properties in
desirable markets and then to create value for our shareholders by developing
those properties to increase their cash flow. We have successfully implemented
this strategy with radio broadcasting stations and with city magazines. We
believe that we will be able to utilize our expertise in broadcast operations,
programming and advertising sales in applying this strategy to our television
stations as well.
We also operate a national radio station in Hungary and news and
agriculture information networks in Indiana, publish Indianapolis Monthly,
Atlanta, Cincinnati and Texas Monthly magazines and engage in various businesses
associated with our broadcasting business, such as consulting and broadcast
tower leasing.
Our principal executive offices are located at One Emmis Plaza, 7th Floor,
40 Monument Circle, Indianapolis, Indiana 46204. Our telephone number is (317)
266-0100.
USE OF PROCEEDS
We will not realize any proceeds from the sale of the Class A Common Stock
by the selling shareholders.
RESTRICTIONS ON OWNERSHIP OF SHARES
Our articles of incorporation restrict the ownership, voting and transfer
of our capital stock, including the Class A Common Stock in accordance with the
Communications Act of 1934 and the rules of the FCC. Our articles of
incorporation prohibit ownership by aliens (as defined in the Communications Act
of 1934) or by corporations otherwise subject to domination or control by aliens
of more than 25% of our outstanding capital stock (or more than 25% of the
voting rights it represents). The articles of incorporation
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<PAGE> 10
authorize our Board of Directors to prohibit any transfer of our capital stock
that would cause us to violate this prohibition. In addition, the articles of
incorporation provide we can redeem shares of our capital stock determined by
the Board of Directors to be beneficially owned by an alien to the extent
necessary, in the judgment of the Board of Directors, to comply with the law's
alien ownership restrictions. The articles of incorporation also authorize the
Board of Directors to adopt any provisions it deems necessary to enforce the
alien ownership restrictions.
SELLING SHAREHOLDERS
The selling shareholders may take title to the pledged shares of Class A
Common Stock if we fail to pay our promissory note to them when it is due. The
following table provides the names of the selling shareholders and the number of
pledged shares each of them may take title to and may offer to sell. Because the
selling shareholders may or may not take title to the pledged shares and may or
may not sell any pledged shares that they do take title to, we cannot estimate
the total number of pledged shares that will be offered for sale or the total
number of shares of Class A Common Stock that will be owned by each selling
shareholder after the completion of any offering.
<TABLE>
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MAXIMUM NUMBER OF
NAME(1) PLEDGED SHARES OFFERED
------- ------------------------
<S> <C>
FTS Investments, Inc.................................... 1,080,000
---------
Total................................................... 1,080,000
=========
</TABLE>
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(1) Selling shareholders that are entities may distribute pledged shares to
their equity owners or transfer them to affiliates prior to sale under this
prospectus. As indicated in "Plan of Distribution," donees or pledgees may
also become selling shareholders if they receive pledged shares. Any such
persons will be identified by a supplement to this prospectus.
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<PAGE> 11
PLAN OF DISTRIBUTION
This prospectus relates to the offer and sale from time to time of pledged
shares by persons who have received or will receive pledged shares without
registration. We have registered the pledged shares for sale to provide the
selling shareholders with freely tradeable securities in the event they take
title to the pledged shares pursuant to our pledge, but registration of these
shares does not necessarily mean that all or any of them will be offered or sold
by the selling shareholders. We will not receive any proceeds from the offering
by the selling shareholders.
The Class A Common Stock is traded on the NASDAQ National Market System.
We expect to incur expenses of approximately $25,000 in connection with
this offering, consisting of registration fees, professional fees and expenses
and miscellaneous expenses.
As used in this prospectus, "selling shareholders" includes donees and
pledgees selling shares received from a named selling shareholder after the date
of this prospectus. We will pay all costs, expenses and fees in connection with
the registration of these shares. The selling shareholders will pay brokerage
commissions and similar selling expenses, if any, attributable to the sale of
their shares. Selling shareholders may sell pledged shares from time to time in
one or more types of transactions (which may include block transactions) through
the NASDAQ National Market System, in the over-the-counter market, in negotiated
transactions, through put or call options transactions relating to the pledged
shares, through short sales of pledged shares, or a combination of these methods
of sale, at market prices prevailing at the time of sale, or at negotiated
prices. Such transactions may or may not involve brokers or dealers. The selling
shareholders have advised us that they have not entered into any agreements,
understandings or arrangements with any underwriters or broker-dealers regarding
the sale of their securities, nor is any underwriter or coordinating broker
acting in connection with any proposed sale of pledged shares by the selling
shareholders.
The selling shareholders may effect sales by selling pledged shares
directly to purchasers or to or through broker-dealers, which may act as agents
or principals. Any such broker-dealers may receive compensation in the form of
discounts, concessions, or commissions from the selling shareholders and/or the
purchasers of pledged shares for whom such broker-dealers may act as agents or
to whom they sell as principal, or both. Any such compensation paid to a
particular broker-dealer might be in excess of customary commissions.
The selling shareholders and any broker-dealers that act in connection with
the sale of pledged shares might be deemed to be "underwriters" within the
meaning of Section 2(11) of the Securities Act. Any commissions received by any
such broker-dealers and any profit on the resale of the pledged shares sold by
them while acting as principals might be deemed to be underwriting discounts or
commissions under the Securities Act. The selling shareholders may agree to
indemnify any agent, dealer or broker-dealer that participates in transactions
involving sales of the pledged shares against certain liabilities, including
liabilities arising under the Securities Act.
Because selling shareholders may be deemed to be "underwriters" within the
meaning of Section 2(11) of the Securities Act, the selling shareholders will be
subject to the
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prospectus delivery requirements of the Securities Act. We have informed the
selling shareholders that the anti-manipulative provisions of Regulation M
promulgated under the Exchange Act may apply to their sales in the market.
Selling shareholders also may resell all or a portion of the pledged shares
in open market transactions in reliance upon Rule 144 under the Securities Act,
provided they meet the criteria and conform to the requirements of that rule.
If we are notified by a selling shareholder that any material arrangement
has been entered into with a broker-dealer for the sale of pledged shares
through a block trade, special offering, exchange distribution or secondary
distribution or a purchase by a broker or dealer, we will file a supplement to
this prospectus, if required, pursuant to Rule 424(b) under the Securities Act,
disclosing (i) the name of each such selling shareholder and of the
participating broker-dealer(s), (ii) the number of pledged shares involved,
(iii) the price at which the pledged shares were sold, (iv) the commissions paid
or discounts or concessions allowed to the broker-dealers, where applicable, (v)
that the broker-dealer(s) did not conduct any investigation to verify the
information set out or incorporated by reference in this prospectus, and (vi)
other facts material to the transaction. In addition, if we are notified by a
selling shareholder that a donee or pledgee intends to sell more than 500
pledged shares, a supplement to this prospectus will be filed.
LEGAL OPINIONS
The legality of the securities offered hereby is being passed upon for us
by Bose McKinney & Evans, Indianapolis, Indiana. Ronald E. Elberger, a partner
in Bose McKinney & Evans, is an officer of Emmis Communications Corporation.
EXPERTS
The audited consolidated financial statements and schedule of Emmis
Communications Corporation and Subsidiaries as of February 28, 1997 and 1998 and
for each of the three years in the period ended February 28, 1998, incorporated
by reference in this prospectus and elsewhere in the Registration Statement have
been audited by Arthur Andersen LLP, independent public accountants, as
indicated in their reports with respect thereto and are incorporated by
reference herein in reliance upon the authority of said firm as experts in
giving said reports.
The audited financial statements of Tribune New York Radio, Inc. as of
December 29, 1996 and December 28, 1997 and for each of the two years in the
period ended December 28, 1997 incorporated by reference in this prospectus have
been audited by Arthur Andersen LLP, independent public accountants, as
indicated in their reports with respect thereto and are incorporated by
reference herein in reliance upon the authority of said firm as experts in
giving said reports.
The audited combined financial statements of SF Broadcasting of Wisconsin,
Inc. and SF Multistations, Inc. and Subsidiaries as of December 29, 1996 and
December 28, 1997 and for each of the three years in the period ended December
28, 1997, incorporated by reference in this prospectus, have been audited by
Ernst & Young LLP, independent
11
<PAGE> 13
auditors, as indicated in their report with respect thereto incorporated herein
in reliance upon the authority of said firm as experts in giving said reports.
With respect to the unaudited interim financial information for the periods
ended May 31, 1998 and 1997, and August 31, 1998 and 1997, incorporated by
reference herein, Arthur Andersen LLP, independent public accountants, has
applied limited procedures in accordance with professional standards for a
review of that information. However, their separate reports included in the
Company's quarterly reports on Form 10-Q of the three months ended May 31, 1998
and the three months and six months ended August 31, 1998, and incorporated by
reference herein, state that they did not audit and they do not express an
opinion on that interim financial information. Accordingly, the degree of
reliance on their reports on that information should be restricted in light of
the limited nature of the review procedures applied. In addition, the
accountants are not subject to the liability provisions of Section 11 of the
Securities Act of 1933 for their reports on the unaudited interim financial
information because those reports are not a "report" or a "part" of the
registration statement prepared or certified by the accountants within the
meaning of Sections 7 and 11 of the Act.
12
<PAGE> 14
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
<TABLE>
<S> <C>
Registration Fee........................................... $10,100
Professional Fees and Expenses............................. 10,000
Miscellaneous.............................................. 4,900
-------
Total................................................. $25,000
=======
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Emmis Communications Corporation (the "Company") is an Indiana corporation.
Chapter 37 of The Indiana Business Corporation Law (the "IBCL") requires a
corporation, unless its articles of incorporation provide otherwise, to
indemnify a director or an officer of the corporation who is wholly successful,
on the merits or otherwise, in the defense of any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative and whether formal or informal, against reasonable expenses,
including counsel fees, incurred in connection with the proceeding. The
Company's Articles of Incorporation do not contain any provision prohibiting
such indemnification. The Company's Amended and Restated Articles of
Incorporation expressly require such indemnification.
The IBCL also permits a corporation to indemnify a director, officer,
employee or agent who is made a party to a proceeding because the person was a
director, officer, employee or agent of the corporation or its subsidiary
against liability incurred in the proceeding if (i) the individual's conduct was
in good faith and (ii) the individual reasonably believed (A) in the case of
conduct in the individual's official capacity with the corporation that the
conduct was in the corporation's best interests and (B) in all other cases that
the individual's conduct was at least not opposed to the corporation's best
interests and (iii) in the case of a criminal proceeding, the individual either
(A) had reasonable cause to believe the individual's conduct was lawful or (B)
had no reasonable cause to believe the individual's conduct was unlawful. The
IBCL also permits a corporation to pay for or reimburse reasonable expenses
incurred before the final disposition of the proceeding and permits a court of
competent jurisdiction to order a corporation to indemnify a director or officer
if the court determines that the person is fairly and reasonably entitled to
indemnification in view of all the relevant circumstances, whether or not the
person met the standards for indemnification otherwise provided in the IBCL.
The Company's Amended and Restated Articles of Incorporation generally
provide that any director or officer of the Company or any person who is serving
at the request of the Company as a director, officer, employee or agent of
another entity shall be indemnified and held harmless by the Company to the
fullest extent authorized by the IBCL. The Amended and Restated Articles of
Incorporation also provide such persons with certain rights to be paid by the
Company the expenses incurred in defending proceedings in advance of their final
disposition and authorize the Company to maintain insurance to protect itself
and any director, officer, employee or agent of the Company or any person who is
or was serving at the request of the Company as a director, officer,
II-1
<PAGE> 15
partner, trustee, employee or agent of another entity against expense, liability
or loss, whether or not the Company would have the power to indemnify such
person against such expense, liability or loss under the Amended and Restated
Articles of Incorporation.
ITEM 16. EXHIBITS.
The following exhibits are filed with this Registration Statement:
<TABLE>
<S> <C>
3.1 Amended and Restated Articles of Incorporation of Emmis
Communications Corporation, as amended, incorporated by
reference to Exhibit 2.3 to the Company's Registration
Statement on Form S-1, File No. 33-73218, as amended, and to
Exhibit 3.1 to the Company's Quarterly Report on Form 10-Q
for the quarter ended August 31, 1998.
3.2 Amended and Restated Bylaws of Emmis Communications
Corporation, as amended, incorporated by reference to
Exhibit 2.4 to the Company's Quarterly Report on Form 10-Q
for the quarter ended May 31, 1995, and to Exhibit 3.2 to
the Company's Quarterly Report on Form 10-Q for the quarter
ended August 31, 1998.
5 Opinion and consent of Bose McKinney & Evans regarding the
legality of the securities being registered.
15 Letter re unaudited interim financial information.
23.1 Consents of Arthur Andersen LLP.
23.2 Consent of Ernst & Young LLP.
24 Powers of Attorney.
</TABLE>
ITEM 17. UNDERTAKINGS.
A. The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933.
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually
or in the aggregate, represent a fundamental change in the
information set forth in the registration statement.
Notwithstanding the foregoing, any increase or decrease in
volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered)
and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b)
if, in the aggregate, the changes in volume and price
represent no more than a 20% change in the maximum aggregate
offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement.
II-2
<PAGE> 16
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement.
Provided, however, that paragraphs (A)(1)(i) and (A)(1)(ii) do not apply
if the registration statement is on Form S-3, Form S-8 or Form F-3, and
the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the
registrant pursuant to section 13 or section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the
registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment
shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
(4) If the registrant is a foreign private issuer, to file a
post-effective amendment to the registration statement to
include any financial statements required by Rule 3-19 to
Regulation S-X at the start of any delayed offering or
throughout a continuous offering. Financial statements and
information otherwise required by Section 10(a)(3) of the Act
need not be furnished, provided that the registrant includes in
the prospectus, by means of a post-effective amendment,
financial statements required pursuant to this paragraph (A)(4)
and other information necessary to ensure that all other
information in the prospectus is at least as current as the
date of those financial statements. Notwithstanding the
foregoing, with respect to registration statements on Form F-3,
a post-effective amendment need not be filed to include
financial statements and information required by Section
10(a)(3) of the Act or Rule 3-19 of Regulation S-X if such
financial statements and information are contained in periodic
reports filed with or furnished to the Commission by the
registrant pursuant to section 13 or section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by
reference in the Form F-3.
B. The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
C. Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to
II-3
<PAGE> 17
the foregoing provisions, or otherwise, the registrant has been advised that in
the opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities (other
than the payment by the registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the registrant will,
unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
II-4
<PAGE> 18
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Indianapolis, Indiana, on December 4, 1998.
EMMIS COMMUNICATIONS CORPORATION
By: /s/ HOWARD L. SCHROTT
-----------------------------------
Howard L. Schrott
Executive Vice President,
Chief Financial Officer and Treasurer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed on December 4, 1998, by the following
persons in the capacities indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<S> <C>
JEFFREY H. SMULYAN* Director and Chairman of the Board (Principal
- ------------------------------------------ Executive Officer)
Jeffrey H. Smulyan
DOYLE L. ROSE* Director and Radio Division President
- ------------------------------------------
Doyle L. Rose
SUSAN B. BAYH* Director
- ------------------------------------------
Susan B. Bayh
GARY L. KASEFF* Director
- ------------------------------------------
Gary L. Kaseff
RICHARD A. LEVENTHAL* Director
- ------------------------------------------
Richard A. Leventhal
GREG NATHANSON* Director
- ------------------------------------------
Greg Nathanson
FRANK V. SICA* Director
- ------------------------------------------
Frank V. Sica
LAWRENCE B. SORREL* Director
- ------------------------------------------
Lawrence B. Sorrel
/s/ HOWARD L. SCHROTT Executive Vice President, Chief Financial
- ------------------------------------------ Officer and Treasurer (Principal Financial
Howard L. Schrott Officer and Principal Accounting Officer)
*By: /s/ HOWARD L. SCHROTT
- ------------------------------------------
Howard L. Schrott
Attorney-in-Fact
</TABLE>
II-5
<PAGE> 1
Exhibit 5
BOSE McKINNEY & EVANS
2700 First Indiana Plaza
135 North Pennsylvania Street
Indianapolis, Indiana 46240
(317) 684-5000
December 2, 1998
Emmis Communications Corporation
950 North Meridian Street, Suite 1200
Indianapolis, Indiana 46204
Dear Sirs:
We are acting as counsel to Emmis Communications Corporation, an Indiana
corporation (the "Company"), in connection with the registration by the Company
of approximately 1,080,000 shares of the Company's Class A Common Stock, par
value $.01 per share (the "Class A Common Stock"), to be sold by one or more
pledgees. The Class A Common Stock is the subject of a Registration Statement,
as amended (the "Registration Statement") filed by the Company on Form S-3 under
the Securities Act of 1933, as amended.
We have examined photostatic copies of the Company's Amended and Restated
Articles of Incorporation, as amended, and Amended and Restated Bylaws, as
amended, and such other documents and instruments as we have deemed necessary to
enable us to render the opinion set forth below. We have assumed the conformity
to the originals of all documents submitted to us as photostatic copies, the
authenticity of the originals of such documents, and the genuineness of all
signatures appearing thereon.
Based upon and subject to the foregoing, it is our opinion that the Class A
Common Stock has been duly authorized by all necessary corporate action of the
Company and when the applicable provisions of the
<PAGE> 2
Emmis Communications Corporation
December 2, 1998
Page 2
Securities Act of 1933 and such state "blue sky" or securities laws as may be
applicable have been complied with, such shares of Class A Common Stock will be
legally issued, fully paid, and nonassessable.
We do not hold ourselves out as being conversant with the laws of any
jurisdiction other than those of the United States and the State of Indiana and,
therefore, this opinion is limited to the laws of those jurisdictions.
We consent to the filing of this opinion as an exhibit to the Registration
Statement on Form S-3 filed under the Securities Act of 1933 relating to the
Class A Common Stock.
Very truly yours,
BOSE McKINNEY & EVANS
<PAGE> 1
EXHIBIT 15
December 1, 1998
Mr. Howard Schrott
Chief Financial Officer
Emmis Communications Corporation
950 N. Meridian Street, Suite 1200
Gateway Plaza
Indianapolis, IN 46204
Dear Mr. Schrott:
We are aware that Emmis Communications Corporation has incorporated by reference
in this Registration Statement its Form 10-Q for the quarter ended May 31, 1998,
which includes our report dated June 19, 1998, covering the unaudited interim
financial information contained therein and its Form 10-Q for the quarter ended
August 31, 1998, which includes our report dated October 7, 1998, covering the
unaudited interim financial information contained therein. Pursuant to
Regulation C of the Securities Act of 1933, those reports are not considered a
part of the registration statement prepared or certified by our firm or reports
prepared or certified by our firm within the meaning of Sections 7 and 11 of the
Act.
Very truly yours,
Arthur Andersen LLP
<PAGE> 1
EXHIBIT 23.1
Consent of Independent Public Accountants
As independent public accountants, we hereby consent to the
incorporation by reference in this registration statement of our reports dated
March 31, 1998 on the financial statements of Emmis Communications Corporation
for the three years ended February 28, 1998 included (or incorporated by
reference) in Emmis Communications Corporation's Form 10-K for the year ended
February 28, 1998, of our reports dated May 1, 1998 on the financial statements
of Tribune New York Radio, Inc. for the years ended December 28, 1997 and
December 29, 1996 included (or incorporated by reference) in Emmis
Communications Corporation's Form 8-K filed May 7, 1998 and to all references to
our Firm included in this registration statement.
ARTHUR ANDERSEN LLP
Indianapolis, Indiana,
December 1, 1998.
<PAGE> 1
EXHIBIT 23.2
Consent of Independent Auditors
We consent to the reference to our firm under the caption "Experts" in
the Registration Statement and related Prospectus of Emmis Communications
Corporation for the registration of 1,080,000 shares of its Class A Common Stock
and to the incorporation by reference therein of our report dated February 20,
1998 (except for Note 10, as to which the date is March 18, 1998) with respect
to the combined financial statements of SF Broadcasting of Wisconsin, Inc. and
SF Multistations, Inc. and Subsidiaries.
Ernst & Young LLP
New York, New York
December 1, 1998
<PAGE> 1
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the person whose signature appears
below, hereby constitutes and appoints Howard L. Schrott and Norman H. Gurwitz,
or any of them, his attorneys-in-fact and agents, with full power of
substitution and resubstitution for him in any and all capacities, to sign a
Registration Statement under the Securities Act of 1933, as amended (the
"Registration Statement"), for the registration of Class A Common Stock, $.01
par value of Emmis Communications Corporation (the "Company") for possible sale
by a pledgee, any or all pre-effective amendments or post-effective amendments
to the Registration Statement (which amendments may make such changes in and
additions to the Registration Statement as such attorneys-in-fact may deem
necessary or appropriate), and any registration statement for the offering that
is to be effective upon filing pursuant to Rule 462(b) under the Securities Act
of 1933, as amended, and to file the same, with exhibits thereto and other
documents in connection therewith, with the Securities and Exchange Commission,
granting unto each of such attorneys-in-fact and agents full power and authority
to do and perform each and every act and thing requisite and necessary in
connection with such matters and hereby ratifying and confirming all that each
of such attorneys-in-fact and agents or his substitute or substitutes may do or
cause to be done by virtue hereof.
Dated: October 13, 1998 /s/ Jeffrey H. Smulyan
-----------------------
Jeffrey H. Smulyan
<PAGE> 2
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the person whose signature appears
below, hereby constitutes and appoints Jeffrey H. Smulyan, Howard L. Schrott and
Norman H. Gurwitz, or any of them, his attorneys-in-fact and agents, with full
power of substitution and resubstitution for him in any and all capacities, to
sign a Registration Statement under the Securities Act of 1933, as amended (the
"Registration Statement"), for the registration of Class A Common Stock, $.01
par value of Emmis Communications Corporation (the "Company") for possible sale
by a pledgee, any or all pre-effective amendments or post-effective amendments
to the Registration Statement (which amendments may make such changes in and
additions to the Registration Statement as such attorneys-in-fact may deem
necessary or appropriate), and any registration statement for the offering that
is to be effective upon filing pursuant to Rule 462(b) under the Securities Act
of 1933, as amended, and to file the same, with exhibits thereto and other
documents in connection therewith, with the Securities and Exchange Commission,
granting unto each of such attorneys-in-fact and agents full power and authority
to do and perform each and every act and thing requisite and necessary in
connection with such matters and hereby ratifying and confirming all that each
of such attorneys-in-fact and agents or his substitute or substitutes may do or
cause to be done by virtue hereof.
Dated: October 8, 1998 /s/ Lawrence B. Sorrel
-----------------------
Lawrence B. Sorrel
<PAGE> 3
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the person whose signature appears
below, hereby constitutes and appoints Jeffrey H. Smulyan, Howard L. Schrott and
Norman H. Gurwitz, or any of them, his attorneys-in-fact and agents, with full
power of substitution and resubstitution for him in any and all capacities, to
sign a Registration Statement under the Securities Act of 1933, as amended (the
"Registration Statement"), for the registration of Class A Common Stock, $.01
par value of Emmis Communications Corporation (the "Company") for possible sale
by a pledgee, any or all pre-effective amendments or post-effective amendments
to the Registration Statement (which amendments may make such changes in and
additions to the Registration Statement as such attorneys-in-fact may deem
necessary or appropriate), and any registration statement for the offering that
is to be effective upon filing pursuant to Rule 462(b) under the Securities Act
of 1933, as amended, and to file the same, with exhibits thereto and other
documents in connection therewith, with the Securities and Exchange Commission,
granting unto each of such attorneys-in-fact and agents full power and authority
to do and perform each and every act and thing requisite and necessary in
connection with such matters and hereby ratifying and confirming all that each
of such attorneys-in-fact and agents or his substitute or substitutes may do or
cause to be done by virtue hereof.
Dated: October 12, 1998 /s/ Richard A. Leventhal
-------------------------
Richard A. Leventhal
<PAGE> 4
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the person whose signature appears
below, hereby constitutes and appoints Jeffrey H. Smulyan, Howard L. Schrott and
Norman H. Gurwitz, or any of them, his attorneys-in-fact and agents, with full
power of substitution and resubstitution for him in any and all capacities, to
sign a Registration Statement under the Securities Act of 1933, as amended (the
"Registration Statement"), for the registration of Class A Common Stock, $.01
par value of Emmis Communications Corporation (the "Company") for possible sale
by a pledgee, any or all pre-effective amendments or post-effective amendments
to the Registration Statement (which amendments may make such changes in and
additions to the Registration Statement as such attorneys-in-fact may deem
necessary or appropriate), and any registration statement for the offering that
is to be effective upon filing pursuant to Rule 462(b) under the Securities Act
of 1933, as amended, and to file the same, with exhibits thereto and other
documents in connection therewith, with the Securities and Exchange Commission,
granting unto each of such attorneys-in-fact and agents full power and authority
to do and perform each and every act and thing requisite and necessary in
connection with such matters and hereby ratifying and confirming all that each
of such attorneys-in-fact and agents or his substitute or substitutes may do or
cause to be done by virtue hereof.
Dated: October 12, 1998 /s/ Doyle L. Rose
--------------------
Doyle L. Rose
<PAGE> 5
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the person whose signature appears
below, hereby constitutes and appoints Jeffrey H. Smulyan, Howard L. Schrott and
Norman H. Gurwitz, or any of them, her attorneys-in-fact and agents, with full
power of substitution and resubstitution for her in any and all capacities, to
sign a Registration Statement under the Securities Act of 1933, as amended (the
"Registration Statement"), for the registration of Class A Common Stock, $.01
par value of Emmis Communications Corporation (the "Company") for possible sale
by a pledgee, any or all pre-effective amendments or post-effective amendments
to the Registration Statement (which amendments may make such changes in and
additions to the Registration Statement as such attorneys-in-fact may deem
necessary or appropriate), and any registration statement for the offering that
is to be effective upon filing pursuant to Rule 462(b) under the Securities Act
of 1933, as amended, and to file the same, with exhibits thereto and other
documents in connection therewith, with the Securities and Exchange Commission,
granting unto each of such attorneys-in-fact and agents full power and authority
to do and perform each and every act and thing requisite and necessary in
connection with such matters and hereby ratifying and confirming all that each
of such attorneys-in-fact and agents or his substitute or substitutes may do or
cause to be done by virtue hereof.
Dated: /s/ Susan B. Bayh
--------------------
Susan B. Bayh
<PAGE> 6
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the person whose signature appears
below, hereby constitutes and appoints Jeffrey H. Smulyan, Howard L. Schrott and
Norman H. Gurwitz, or any of them, his attorneys-in-fact and agents, with full
power of substitution and resubstitution for him in any and all capacities, to
sign a Registration Statement under the Securities Act of 1933, as amended (the
"Registration Statement"), for the registration of Class A Common Stock, $.01
par value of Emmis Communications Corporation (the "Company") for possible sale
by a pledgee, any or all pre-effective amendments or post-effective amendments
to the Registration Statement (which amendments may make such changes in and
additions to the Registration Statement as such attorneys-in-fact may deem
necessary or appropriate), and any registration statement for the offering that
is to be effective upon filing pursuant to Rule 462(b) under the Securities Act
of 1933, as amended, and to file the same, with exhibits thereto and other
documents in connection therewith, with the Securities and Exchange Commission,
granting unto each of such attorneys-in-fact and agents full power and authority
to do and perform each and every act and thing requisite and necessary in
connection with such matters and hereby ratifying and confirming all that each
of such attorneys-in-fact and agents or his substitute or substitutes may do or
cause to be done by virtue hereof.
Dated: October 13, 1998 /s/ Gary L. Kaseff
-----------------------
Gary L. Kaseff
<PAGE> 7
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the person whose signature appears
below, hereby constitutes and appoints Jeffrey H. Smulyan, Howard L. Schrott and
Norman H. Gurwitz, or any of them, his attorneys-in-fact and agents, with full
power of substitution and resubstitution for him in any and all capacities, to
sign a Registration Statement under the Securities Act of 1933, as amended (the
"Registration Statement"), for the registration of Class A Common Stock, $.01
par value of Emmis Communications Corporation (the "Company") for possible sale
by a pledgee, any or all pre-effective amendments or post-effective amendments
to the Registration Statement (which amendments may make such changes in and
additions to the Registration Statement as such attorneys-in-fact may deem
necessary or appropriate), and any registration statement for the offering that
is to be effective upon filing pursuant to Rule 462(b) under the Securities Act
of 1933, as amended, and to file the same, with exhibits thereto and other
documents in connection therewith, with the Securities and Exchange Commission,
granting unto each of such attorneys-in-fact and agents full power and authority
to do and perform each and every act and thing requisite and necessary in
connection with such matters and hereby ratifying and confirming all that each
of such attorneys-in-fact and agents or his substitute or substitutes may do or
cause to be done by virtue hereof.
Dated: /s/ Frank V. Sica
--------------------
Frank V. Sica
