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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): July 16, 1998
EMMIS COMMUNICATIONS CORPORATION
(Exact name of registrant as specified in its charter)
Indiana 0-23264 35-1542018
(State or jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) File Number) Identification No.)
950 North Meridian Street, Suite 1200
Indianapolis, Indiana 46204
(Address of principal executive offices) (Zip Code)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (317) 266-0100
Not applicable
(Former name or former address, if changed since last report)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On July 16, 1998, Emmis Communications Corporation (the "Company")
acquired through subsidiaries substantially all of the assets of television
stations WVUE-TV, New Orleans, Louisiana; WALA-TV, Mobile, Alabama; WLUK-TV,
Green Bay, Wisconsin; and KHON-TV, Honolulu, Hawaii (the "SF Stations")from SF
Broadcasting of Honolulu, Inc., SF Honolulu License Subsidiary, Inc., SF
Broadcasting of New Orleans, Inc., SF New Orleans License Subsidiary, Inc., SF
Broadcasting of Mobile, Inc., SF Mobile License Subsidiary, Inc., SF
Broadcasting of Green Bay, Inc. and SF Green Bay License Subsidiary, Inc.
(collectively, the "Sellers"). As part of the acquisition, the Company also
acquired the assets of certain satellite stations and low power television
translators which retransmit the signals of KHON-TV and WLUK-TV. The purchase
price for the acquisition was approximately $307 million after adjustments, of
which approximately $282 million was paid in cash at closing and $25 million
is payable pursuant to a promissory note due one year after closing, bearing
interest at a fixed rate of 8% per annum. The Company has the option to pay
the promissory note in cash or in shares of its Class A Common Stock. The
Company currently intends to pay the promissory note in cash. The Company
obtained the funds for the acquisition from a loan made in the ordinary course
of business pursuant to the Company's amended and restated credit agreement by
a group of banks as defined by Section 3(a)(6) of the Securities Act of 1934,
as amended, and others, which as of the closing of the loan consisted of
Toronto Dominion (Texas), Inc.; BankBoston, N.A.; First Union National Bank;
Union Bank of California, N.A.; Barclays Bank PLC; Cooperatieve Centrale
Raiffeisen-Boerenleenbank B.A., "Rabobank Nederland," New York Branch; Fleet
National Bank; Paribas; Merrill Lynch Senior Floating Rate Fund, Inc.; The
Bank of New York; Mellon Bank, N.A.; Key Corporate Capital Inc.; and Compagnie
Financiere de CIC et de L'Union Europeenne. Prior to the acquisition, the
equipment acquired by the Company was used by the Sellers in the operation of
their television broadcasting business in New Orleans, Louisiana, Mobile,
Alabama, Green Bay, Wisconsin and Honolulu, Hawaii, and the Company intends to
continue to use such equipment in the operation of its television broadcasting
business in such cities.
ITEM 5. OTHER EVENTS
On July 16, 1998 the Company officially changed its name from Emmis
Broadcasting Corporation to Emmis Communications Corporation, as previously
approved by the board of directors and shareholders of the Company.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
FINANCIAL STATEMENTS OF BUSINESSES TO BE ACQUIRED:
Audited financial statements for SF Broadcasting of Wisconsin, Inc. and SF
Multistations, Inc. and Subsidiaries at and for the years ended December 28,
1997 and December 29, 1996, and December 31, 1995 and unaudited financial
statements for SF Broadcasting of Wisconsin, Inc. and SF Multistations, Inc.
and Subsidiaries at and for the three months ended March 29, 1998 and the
three months ended March 30, 1997 are incorporated by reference from the
Company's Current Report on Form 8-K filed May 7, 1998.
It is impracticable to provide the pro forma financial information required by
Regulation S-X at the time of filing of this Report. Such pro forma financial
information will be filed by amendment to this Report within 60 days after the
date on which this Report is required to be filed.
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EXHIBITS:
Asset Purchase Agreement by and among SF Broadcasting of Honolulu, Inc., SF
Honolulu License Subsidiary, Inc., SF Broadcasting of New Orleans, Inc., SF
New Orleans License Subsidiary, Inc., SF Broadcasting of Mobile, Inc., SF
Mobile License Subsidiary, Inc., SF Broadcasting of Green Bay, Inc., SF Green
Bay License Subsidiary, Inc. and Emmis Broadcasting Corporation, dated March
30, 1998, is incorporated by reference to Exhibit 10.16 to the Company's
Annual Report on Form 10-K for the fiscal year ended February 28, 1998.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
EMMIS COMMUNICATIONS CORPORATION
Date: July 31, 1998 By: /s/ Howard L. Schrott
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Howard L. Schrott
Vice President, Chief
Financial Officer and
Treasurer
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