EMMIS BROADCASTING CORPORATION
S-3, 1998-05-07
RADIO BROADCASTING STATIONS
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<PAGE>   1
 
================================================================================
                                                      REGISTRATION NO. 333-
 
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                           -------------------------
 
                                    FORM S-3
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933
                           -------------------------
 
                         EMMIS BROADCASTING CORPORATION
             (Exact name of registrant as specified in its charter)
 
                                    INDIANA
                        (State or other jurisdiction of
                         incorporation or organization)
                                   35-1542018
                                (I.R.S. Employer
                              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 AND TREASURER
                         EMMIS BROADCASTING 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)
                           -------------------------
 
                                    COPY TO:
                              ALAN W. BECKER, ESQ.
                             BOSE MCKINNEY & EVANS
                   135 NORTH PENNSYLVANIA STREET, SUITE 2700
                          INDIANAPOLIS, INDIANA 46204
                                 (317) 684-5000
                           -------------------------
    APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: As soon as
practicable 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. [ ]
    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
 
<TABLE>
<CAPTION>
============================================================================================================================
                                                             PROPOSED MAXIMUM       PROPOSED MAXIMUM
        TITLE OF SECURITIES               AMOUNT TO           OFFERING PRICE           AGGREGATE             AMOUNT OF
          TO BE REGISTERED             BE REGISTERED(1)        PER SHARE(2)          OFFERING PRICE       REGISTRATION FEE
- ----------------------------------------------------------------------------------------------------------------------------
<S>                                  <C>                  <C>                    <C>                    <C>
Class A Common Stock, par value $.01
  per share.........................      5,000,000               $48.75              $243,750,000           $71,906.25
- ----------------------------------------------------------------------------------------------------------------------------
Total...............................      5,000,000                                   $243,750,000           $71,906.25
============================================================================================================================
</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 May 6, 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.
================================================================================
<PAGE>   2
 
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these securities
in any State in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such State.
 
PROSPECTUS (Subject to Completion)
Issued May 7, 1998
                                5,000,000 Shares
 
                                 [EMMIS LOGO]
 
                         Emmis Broadcasting Corporation
                              CLASS A COMMON STOCK
                            ------------------------
 
OF THE 5,000,000 SHARES OF CLASS A COMMON STOCK BEING OFFERED HEREBY, 4,625,000
SHARES ARE BEING SOLD BY EMMIS BROADCASTING CORPORATION, AN INDIANA CORPORATION
  (THE "COMPANY" OR "EMMIS"), AND 375,000 SHARES ARE BEING SOLD BY THE SELLING
SHAREHOLDER NAMED HEREIN. SEE "PRINCIPAL AND SELLING SHAREHOLDERS." THE COMPANY
  WILL NOT RECEIVE ANY OF THE PROCEEDS FROM THE SALE OF SHARES BY THE SELLING
  SHAREHOLDER. OF THE SHARES BEING OFFERED, 4,000,000 SHARES ARE BEING OFFERED
 INITIALLY IN THE UNITED STATES AND CANADA BY THE U.S. UNDERWRITERS (THE "U.S.
 OFFERING") AND 1,000,000 SHARES ARE BEING OFFERED INITIALLY OUTSIDE THE UNITED
    STATES AND CANADA BY THE INTERNATIONAL UNDERWRITERS (THE "INTERNATIONAL
      OFFERING" AND, TOGETHER WITH THE U.S. OFFERING, THE "OFFERING"). SEE
"UNDERWRITERS." THE CLASS A COMMON STOCK IS TRADED ON THE NASDAQ NATIONAL MARKET
  UNDER THE SYMBOL "EMMS." THE LAST REPORTED SALE PRICE FOR THE CLASS A COMMON
                  STOCK ON MAY 6, 1998 WAS $48 1/4 PER SHARE.
                            ------------------------
 
 THE COMPANY'S OUTSTANDING CAPITAL STOCK CONSISTS OF CLASS A COMMON STOCK, PAR
VALUE $.01 PER SHARE (THE "CLASS A COMMON STOCK"), AND CLASS B COMMON STOCK, PAR
 VALUE $.01 PER SHARE (THE "CLASS B COMMON STOCK" AND TOGETHER WITH THE CLASS A
 COMMON STOCK, THE "COMMON STOCK"). EACH SHARE OF CLASS A COMMON STOCK ENTITLES
  ITS HOLDER TO ONE VOTE, WHEREAS EACH SHARE OF CLASS B COMMON STOCK GENERALLY
ENTITLES ITS HOLDER TO TEN VOTES. THE HOLDERS OF CLASS A COMMON STOCK, VOTING AS
    A SEPARATE CLASS, ARE ENTITLED TO ELECT TWO OF THE COMPANY'S DIRECTORS.
  IMMEDIATELY AFTER THIS OFFERING, JEFFREY H. SMULYAN, AS HOLDER OF ALL OF THE
CLASS B COMMON STOCK, WILL HAVE APPROXIMATELY 66.4% OF THE COMBINED VOTING POWER
     IN RESPECT OF SUBSTANTIALLY ALL MATTERS SUBMITTED FOR THE VOTE OF ALL
   SHAREHOLDERS. SEE "RISK FACTORS," "PRINCIPAL AND SELLING SHAREHOLDERS" AND
                        "DESCRIPTION OF CAPITAL STOCK."
                            ------------------------
 
          SEE "RISK FACTORS" BEGINNING ON PAGE 13 FOR INFORMATION THAT
                 SHOULD BE CONSIDERED BY PROSPECTIVE INVESTORS.
                            ------------------------
 
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE
   COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES AND
      EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON
       THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
          REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
                            ------------------------
 
                           PRICE $            A SHARE
                            ------------------------
 
<TABLE>
<CAPTION>
                                                                   UNDERWRITING                PROCEEDS TO
                                                        PRICE TO  DISCOUNTS AND   PROCEEDS TO    SELLING
                                                         PUBLIC   COMMISSIONS(1)  COMPANY(2)   SHAREHOLDER
                                                        --------  --------------  -----------  -----------
<S>                                                     <C>       <C>             <C>          <C>
Per Share.............................................     $            $             $             $
Total (3).............................................  $               $             $             $
</TABLE>
 
- ------------
   (1) The Company and the Selling Shareholder have agreed to indemnify the
       Underwriters against certain liabilities, including liabilities under the
       Securities Act of 1933, as amended.
   (2) Before deducting expenses payable by the Company estimated at $1.5
       million. The Company has agreed to pay the expenses of the Selling
       Shareholder.
   (3) The Company has granted the U.S. Underwriters an option, exercisable
       within 30 days of the date hereof, to purchase up to an aggregate of
       750,000 additional shares at the Price to Public less Underwriting
       Discounts and Commissions, for the purpose of covering over-allotments,
       if any. If the U.S. Underwriters exercise such option in full, the total
       price to public, underwriting discounts and commissions, proceeds to
       company and proceeds to selling shareholder will be $        , $        ,
       $        and $        , respectively. See "Underwriters."
                            ------------------------
 
     The shares of Class A Common Stock are offered, subject to prior sale,
when, as and if accepted by the Underwriters named herein and subject to
approval of certain legal matters by Dow, Lohnes & Albertson, PLLC, counsel for
the Underwriters. It is expected that delivery of the shares of Class A Common
Stock will be made on or about           , 1998, at the office of Morgan Stanley
& Co. Incorporated, New York, N.Y., against payment therefor in immediately
available funds.
                            ------------------------
 
                           MORGAN STANLEY DEAN WITTER
CREDIT SUISSE FIRST BOSTON      DONALDSON, LUFKIN & JENRETTE     LEHMAN BROTHERS
                                     Securities Corporation
 
A.G. EDWARDS & SONS, INC.
                  GOLDMAN, SACHS & CO.
                                NATIONSBANC MONTGOMERY SECURITIES LLC
                                                             SCHRODER & CO. INC.
               , 1998
<PAGE>   3
 
                                   [PICTURES]
 
     CERTAIN PERSONS PARTICIPATING IN THIS OFFERING MAY ENGAGE IN TRANSACTIONS
THAT STABILIZE, MAINTAIN OR OTHERWISE AFFECT THE PRICE OF THE CLASS A COMMON
STOCK. SPECIFICALLY, THE UNDERWRITERS MAY OVERALLOT IN CONNECTION WITH THE
OFFERING, AND MAY BID FOR, AND PURCHASE, SHARES OF THE CLASS A COMMON STOCK IN
THE OPEN MARKET. FOR A DESCRIPTION OF THESE ACTIVITIES, SEE "UNDERWRITERS."
 
                                        2
<PAGE>   4
 
     NO PERSON IS AUTHORIZED IN CONNECTION WITH ANY OFFERING MADE HEREBY TO GIVE
ANY INFORMATION OR TO MAKE ANY REPRESENTATION NOT CONTAINED OR INCORPORATED BY
REFERENCE IN THIS PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY,
BY THE SELLING SHAREHOLDER OR BY THE UNDERWRITERS. THIS PROSPECTUS DOES NOT
CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY BY ANY PERSON
IN ANY JURISDICTION IN WHICH IT IS UNLAWFUL TO MAKE SUCH AN OFFER OR
SOLICITATION TO SUCH PERSON. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY
SALE MADE HEREUNDER AND THEREUNDER SHALL UNDER ANY CIRCUMSTANCE CREATE ANY
IMPLICATION THAT THE INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY DATE
SUBSEQUENT TO THE DATE HEREOF.
                         ------------------------------
 
     No action has been or will be taken in any jurisdiction by the Company or
by any Underwriter that would permit a public offering of the Class A Common
Stock or possession or distribution of this Prospectus in any jurisdiction where
action for that purpose is required, other than in the United States.
 
     In this Prospectus references to "dollars" and "$" are to United States
dollars, and the terms "United States" and "U.S." mean the United States of
America, its states, its territories, its possessions and all areas subject to
its jurisdiction.
 
     Unless the context otherwise requires, references herein to the Company
include its subsidiaries.
                         ------------------------------
 
                               TABLE OF CONTENTS
 
<TABLE>
<CAPTION>
                                        PAGE
                                        ----
<S>                                     <C>
Available Information.................    4
Incorporation of Certain Documents by
  Reference...........................    4
Prospectus Summary....................    5
Risk Factors..........................   13
The Company...........................   17
Recent Developments...................   18
Use of Proceeds.......................   22
Price Range of Class A Common Stock
  and Dividends.......................   23
Capitalization........................   24
Selected Consolidated Financial and
  Other Data..........................   25
</TABLE>
 
<TABLE>
<CAPTION>
                                        PAGE
                                        ----
<S>                                     <C>
Unaudited Pro Forma Condensed Consoli-
  dated Financial Information.........   27
Business..............................   31
Management............................   40
Principal and Selling Shareholders....   42
Description of Capital Stock..........   44
Certain U.S. Federal Tax
  Considerations for Non-U.S. Holders
  of Class A Common Stock.............   46
Underwriters..........................   50
Legal Matters.........................   53
Experts...............................   53
</TABLE>
 
                         CAUTIONARY STATEMENT REGARDING
                           FORWARD LOOKING STATEMENTS
 
     THIS PROSPECTUS INCLUDES "FORWARD-LOOKING STATEMENTS" WITHIN THE MEANING OF
SECTION 27A OF THE SECURITIES ACT OF 1933, AS AMENDED, AND SECTION 21E OF THE
SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. ALL STATEMENTS REGARDING THE
COMPANY'S AND ITS SUBSIDIARIES' EXPECTED FINANCIAL POSITION, BUSINESS AND
FINANCING PLANS ARE FORWARD-LOOKING STATEMENTS. ALTHOUGH THE COMPANY AND ITS
SUBSIDIARIES BELIEVE THAT THE EXPECTATIONS REFLECTED IN SUCH FORWARD-LOOKING
STATEMENTS ARE REASONABLE, THEY CAN GIVE NO ASSURANCE THAT SUCH EXPECTATIONS
WILL PROVE TO HAVE BEEN CORRECT. ACTUAL RESULTS IN THE FUTURE COULD DIFFER
MATERIALLY AND ADVERSELY FROM THOSE DESCRIBED IN THE FORWARD-LOOKING STATEMENTS.
IMPORTANT FACTORS THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM SUCH
EXPECTATIONS ("CAUTIONARY STATEMENTS") ARE DISCLOSED IN THIS PROSPECTUS,
INCLUDING, WITHOUT LIMITATION, IN CONJUNCTION WITH THE FORWARD-LOOKING
STATEMENTS INCLUDED IN THIS PROSPECTUS AND UNDER "RISK FACTORS." ALL SUBSEQUENT
WRITTEN AND ORAL FORWARD-LOOKING STATEMENTS ATTRIBUTABLE TO THE COMPANY, ITS
SUBSIDIARIES OR PERSONS ACTING ON BEHALF OF ANY OF THEM ARE EXPRESSLY QUALIFIED
IN THEIR ENTIRETY BY THE CAUTIONARY STATEMENTS.
 
                                        3
<PAGE>   5
 
                             AVAILABLE INFORMATION
 
     The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and, in accordance
therewith, files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information filed by the Company with the Commission can be
inspected and copied at the public reference facilities maintained by the
Commission at Judiciary Plaza, 450 Fifth Street, N.W., Room 1024, Washington,
D.C. 20549, and at the Commission's regional offices at Citicorp Center, 500
West Madison Street, Suite 1400, Chicago, Illinois 60661 and at 7 World Trade
Center, Suite 1300, New York, New York 10048. Copies of such material can be
obtained at prescribed rates upon request from the Public Reference Section of
the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549. Such material
may also be accessed through the Commission's Electronic Data Gathering,
Analysis and Retrieval System ("EDGAR"), which is publicly available through the
Commission's Web site on the Internet at http://www.sec.gov. Reports and other
information concerning the Company may be inspected at the offices of the Nasdaq
National Market, 1735 K Street, N.W., Washington, D.C. 20006.
 
     The Company has filed with the Commission a registration statement on Form
S-3 (together with all amendments thereto, the "Registration Statement") under
the Securities Act of 1933, as amended (the "Securities Act"), with respect to
the Class A Common Stock offered hereby. As permitted by the rules and
regulations of the Commission, this Prospectus does not contain all of the
information contained in the Registration Statement and the exhibits and
schedules thereto. Statements contained in this Prospectus as to the contents of
any contract or other documents filed as an exhibit to the Registration
Statement or otherwise filed with the Commission are not necessarily complete,
and in each instance, reference is made to the copy of such contract or
documents so filed. Each such statement is qualified in its entirety by such
reference. The Registration Statement and the exhibits thereto may be inspected
without charge at the offices of the Commission or on EDGAR or copies thereof
may be obtained at prescribed rates from the Public Reference Section of the
Commission at the address set forth above.
 
                INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
 
     The following documents filed by the Company under the Exchange Act with
the Commission are incorporated in this Prospectus by reference and are made a
part hereof:
 
        1. The Company's Annual Report on Form 10-K (file no. 0-23264) for the
           year ended February 28, 1998.
 
        2. The Company's Current Report on Form 8-K (file no. 0-23264) filed May
           7, 1998.
 
        3. 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.
 
     Each document filed subsequent to the date of this Prospectus pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Exchange Act and prior to termination
of the Offering of all Class A Common Stock to which this Prospectus relates
shall be deemed to be incorporated by reference in this Prospectus and shall be
part hereof from the date of filing of such document. Any statement contained
herein or in a document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for purposes of this
Prospectus to the extent that a statement contained in this Prospectus (in the
case of a statement in a previously-filed document incorporated or deemed to be
incorporated by reference herein) or in any other subsequently filed document
that is also incorporated or deemed to be incorporated by reference herein,
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Prospectus. Subject to the foregoing, all information
appearing in this Prospectus is qualified in its entirety by the information
appearing in the documents incorporated by reference.
 
     The Company will provide without charge to each person, including any
beneficial owner, to whom a Prospectus is delivered, upon written or oral
request of such person, a copy of the documents incorporated by reference
herein, other than exhibits to such documents not specifically incorporated by
reference. Such requests should be directed to Emmis Broadcasting Corporation,
950 North Meridian Street, Suite 1200, Indianapolis, Indiana 46204, Attention:
Howard L. Schrott/Telephone (317) 266-0100.
 
                                        4
<PAGE>   6
 
                               PROSPECTUS SUMMARY
 
     The following summary is qualified in its entirety by, and should be read
in conjunction with, the more detailed information and financial statements and
related notes included elsewhere in this Prospectus. Investors should carefully
consider the information set forth in "Risk Factors" in evaluating the Company,
its business and an investment in the Class A Common Stock. Unless the context
otherwise requires, all references in this Prospectus to "Emmis" or the
"Company" are to Emmis Broadcasting Corporation and, where appropriate, its
subsidiaries.
 
                                  THE COMPANY
 
GENERAL
 
     The Company is a diversified media company with radio broadcasting and
magazine publishing operations and, following the consummation of two pending
acquisitions, television broadcasting operations. In 1997 the Company ranked as
the eighth largest radio broadcaster in the United States based on total number
of listeners and the ninth largest radio broadcaster in the United States based
on total revenue. The eleven FM radio stations and two AM radio stations owned
or operated by the Company in the United States (collectively, the "Radio
Stations") serve the nation's three largest radio markets of New York City, Los
Angeles and Chicago, as well as St. Louis and Indianapolis. These markets
accounted for approximately $1.7 billion in radio advertising revenues in
calendar year 1997 as reported in Duncan's Radio Market Guide (1998 ed.). The
Company has entered into agreements to purchase six network-affiliated
television stations (collectively, the "Television Stations") located in New
Orleans, Louisiana, Mobile, Alabama, Green Bay, Wisconsin, and Honolulu, Hawaii
(the "SF TV Stations"), and in Fort Myers, Florida and Terre Haute, Indiana (the
"Wabash Valley TV Stations"). All of the Television Stations are VHF stations
except the Fort Myers station, which is a UHF station. The markets served by the
Television Stations accounted for approximately $360 million in television
advertising revenue in calendar year 1997 as reported in BIA's Investing in
Television Market Report (1998 ed.) (the "1998 BIA Report"). The Company expects
to complete the purchase of the Television Stations in late 1998.
 
     Through a combination of acquisitions and internal growth, the Company's
broadcast cash flow has grown from $15.3 million (when the Company owned five
radio stations) in fiscal 1993 to $81.4 million in fiscal 1998 (on a pro forma
basis after giving effect to the Acquisition Transactions, as defined below, and
the radio stations acquired by the Company during fiscal 1998). The Company has
successfully created top-performing radio stations that are ranked, in terms of
primary demographic target audience share, among the top ten stations in the New
York City, Los Angeles, Chicago, St. Louis and Indianapolis radio markets
according to the Winter 1998 Ratings (the "Winter 1998 Arbitron Survey")
published by The Arbitron Company ("Arbitron"). This success, along with awards
from organizations such as the National Association of Broadcasters and
Billboard and Rolling Stone magazines, has come primarily as a result of the
Company's ability to attract and retain an experienced team of broadcast
professionals who have focused on creating innovative programming and developing
effective marketing and advertising sales programs. In addition, the Company
believes that the location of its Radio Stations in large markets makes it
attractive to radio advertisers and that the diversity of its radio markets
reduces its dependence on any one economic sector or specific advertiser.
 
     The Company's overall strategy is to acquire underdeveloped media
properties in desirable markets and then to create value for the Company's
shareholders by developing those properties to enhance their cash flow. The
Company has successfully implemented this strategy with radio broadcasting
stations and with city magazines. The Company believes that it will be able to
utilize its expertise in broadcast operations, programming and advertising sales
in applying this strategy to the Television Stations which, like the radio
stations previously acquired by the Company, are underdeveloped properties
located in desirable markets, which can benefit from innovative, research-based
programming and the Company's experienced management team. Each of the SF TV
Stations experienced ratings declines following a change in affiliation to the
Fox television network from affiliation with other networks. The Company
believes that the ratings and broadcast
 
                                        5
<PAGE>   7
 
cash flow of the Television Stations can be improved with a more market-focused,
research-based programming approach and other related strategies. See "Business
- -- Business Strategy."
 
     The following table sets forth certain information regarding the Radio
Stations operated by the Company and their broadcast markets.
 
<TABLE>
<CAPTION>
                                                                                                 RANKING IN
           STATION               MARKET     STATION      PRIMARY                                   PRIMARY
             AND                RANK BY     AUDIENCE   DEMOGRAPHIC                               DEMOGRAPHIC
           MARKET              REVENUE(1)   SHARE(2)   TARGET AGES            FORMAT              TARGET(3)
           -------             ----------   --------   -----------            ------             -----------
<S>                            <C>          <C>        <C>           <C>                         <C>
Los Angeles..................       1
     KPWR-FM.................                 4.0         12-24      Dance/Contemporary Hit           1
New York.....................       2
     WQHT-FM.................                 5.5         12-24      Dance/Contemporary Hit           1
     WRKS-FM.................                 4.2         25-54      Classic Soul/Smooth R&B          3
     WQCD-FM(4)..............                 3.2         25-54      Contemporary Jazz               6t
Chicago......................       3
     WKQX-FM.................                 3.0         18-34      New Rock                         4
St Louis.....................      18
     KSHE-FM.................                 5.0         18-34      Album Oriented Rock              4
     WKKX-FM.................                 4.2         18-34      Country                          5
     WALC-FM.................                 2.9         18-44      Modern Adult Contemporary       7t
Indianapolis.................      30
     WENS-FM.................                 5.5         25-54      Adult Contemporary               4
     WIBC-AM.................                 8.5         35-64      News/Talk                        3
     WNAP-FM.................                 4.7         25-54      Classic Rock                     5
     WTLC-FM.................                 5.5         25-34      Urban Contemporary               2
     WTLC-AM.................                 1.2         25-54      Solid Gold Soul, Gospel         18
                                                                     and Talk
</TABLE>
 
- -------------------------
 
(1) "Market Rank by Revenue" is the ranking of the market revenue size of the
    principal radio market served by the station among all radio markets in the
    United States. Market revenue and ranking figures are from Duncan's Radio
    Market Guide (1998 ed.). The Company owns a 40% equity interest in the
    publisher of Duncan's Radio Market Guide.
 
(2) "Station Audience Share" is from the Winter 1998 Arbitron Survey. The
    generally accepted method of measuring the relative size of a radio
    station's audience is by reference to total persons, age 12 and older,
    Monday -- Sunday, 6 a.m. -- Midnight Average Quarter Hour ("AQH") shares as
    published by Arbitron. Arbitron periodically samples radio listeners in
    defined market areas, principally through the use of diaries returned by
    selected listeners. A station's AQH share is a percentage computed by
    dividing the average number of persons listening to a particular station for
    at least five minutes during an average quarter hour in a given time period
    by the average number of such persons for all stations in the market area.
    Arbitron compiles ratings data for various demographic groups as well as for
    total persons age 12 and older.
 
(3) "Ranking in Primary Demographic Target" is the ranking of the station among
    all radio stations in its market and is based on the station's AQH share in
    the primary demographic target according to the Winter 1998 Arbitron Survey.
    A "t" indicates the station tied with another station for the stated
    ranking.
 
(4) This station is currently being operated by the Company under a time
    brokerage agreement pending its purchase by the Company. See "Recent
    Developments -- WQCD Acquisition."
 
                                        6
<PAGE>   8
 
     Upon consummation of the purchase of the Television Stations, the Company
plans to create a separate television division. The Company has signed a letter
of intent with Greg Nathanson, currently President of Programming and
Development at Twentieth Television, to manage the Company's television
division. See "Recent Developments -- New Television Management Structure."
 
BUSINESS STRATEGY
 
     The Company is committed to maintaining its leadership positions in
broadcasting, enhancing the performance of its broadcast properties, and
distinguishing itself through the quality of its operations. The Company intends
to selectively grow through acquisition. The Company has a successful track
record of acquiring underperforming radio stations in attractive markets and
improving their ratings, revenues and broadcast cash flow by utilizing its
programming and marketing skills. The Company believes that its strategy of
acquiring underperforming radio broadcast properties and improving their
operational and financial performance is also applicable to television broadcast
properties.
 
     The key components of the Company's radio broadcasting strategy include the
following:
 
        - Pursuit of strategic acquisitions of individual radio stations or
          groups of radio stations in new markets where the Company expects that
          it can ultimately achieve a leadership position or in those of its
          current markets where it believes increases in broadcast cash flow are
          obtainable.
 
        - Strategic grouping of stations within each market to optimize
          operational performance and best position the properties within that
          market to establish and maintain leadership positions.
 
        - Innovative programming to improve ratings and create complementary
          programming at station groups in a single market.
 
        - A focused marketing strategy in which the Company tailors its
          programming in each market to appeal to specific demographic groups
          which it considers particularly attractive to advertisers.
 
        - An entrepreneurial management approach involving decentralized station
          operations by experienced local managers with performance-based
          compensation and an equity stake in the Company who understand the
          programming tastes, demographics and competitive opportunities of
          their particular market and who work closely with senior management of
          the Company to implement the Company's programming and marketing
          strategies.
 
     The key components of the Company's television broadcasting strategy
include the following:
 
        - Pursuit of strategic acquisitions of underperforming television
          stations which offer the potential for significant improvement in
          ratings and broadcast cash flow as a result of a more focused,
          research-based programming approach and application of the Company's
          sales and marketing experience.
 
        - A programming strategy involving market-specific demographic research,
          selection and scheduling of syndicated programming to appeal to
          targeted demographic groups.
 
        - Maximization of advertising inventory value by scheduling
          complementary programming around each television station's most
          successful programs in order to increase advertising revenue.
 
        - An entrepreneurial management approach involving decentralized station
          operations by experienced local managers with performance-based
          compensation and an equity stake in the Company who understand the
          programming tastes, demographics and competitive opportunities of
          their particular market and who work closely with senior management of
          the Company to implement the Company's programming and marketing
          strategies.
 
                                        7
<PAGE>   9
 
                              RECENT DEVELOPMENTS
 
PENDING TRANSACTIONS
 
     Effective March 30, 1998, the Company entered into a definitive agreement
to acquire the SF TV Stations, consisting of WVUE-TV, New Orleans, Louisiana;
WALA-TV, Mobile, Alabama; WLUK-TV, Green Bay, Wisconsin; and KHON-TV, Honolulu,
Hawaii, for approximately $307 million, with $257 million payable in cash at
closing, $25 million payable at closing in either cash or Class A Common Stock
at the Company's option, and $25 million with interest at 8% per annum payable
one year after closing in either cash or Class A Common Stock at the Company's
option (the "SF Acquisition"). The Company currently anticipates that it will
pay all of the purchase price in cash. See "Recent Developments -- SF
Acquisition."
 
     Effective March 20, 1998, the Company entered into a definitive agreement
to acquire the Wabash Valley TV Stations, consisting of WFTX-TV, Fort Myers,
Florida and WTHI-TV, Terre Haute, Indiana, as well as radio stations WTHI-FM,
WTHI-AM and WWVR-FM in Terre Haute, Indiana, for approximately $90 million in
cash (the "Wabash Valley Acquisition"). See "Recent Developments -- Wabash
Valley Acquisition."
 
     The following table sets forth certain information regarding the Television
Stations and the markets in which they operate:
 
<TABLE>
<CAPTION>
                                                                              NUMBER OF               STATION
TELEVISION        METROPOLITAN         AFFILIATION/   HOUSEHOLDS     DMA       STATIONS     STATION   AUDIENCE
 STATION          AREA SERVED            CHANNEL      IN DMA(1)    RANK(1)   IN MARKET(2)   RANK(3)   SHARE(4)
- ----------        ------------         ------------   ----------   -------   ------------   -------   --------
<S>         <C>                        <C>            <C>          <C>       <C>            <C>       <C>
WVUE-TV     New Orleans, LA             Fox/8          623,000        41          6            4          8
WALA-TV     Mobile, AL-Pensacola, FL    Fox/10         450,000        62          5            3         10
WLUK-TV(5)  Green Bay, WI               Fox/11         381,000        70          5            4          9
KHON-TV(5)  Honolulu, HI                Fox/2          380,000        71          6            2         15
WFTX-TV     Fort Myers, FL              Fox/36         320,000        83          5            4          7
WTHI-TV     Terre Haute, IN             CBS/10         157,000       140          3            1         29
</TABLE>
 
- -------------------------
(1) Estimated by the A. C. Nielsen Company ("Nielsen") as of January 1998.
    Rankings are based on the relative size of a station's market among the 211
    generally recognized Designated Market Area, as defined by Nielsen ("DMAs").
 
(2) Represents the number of television stations ("Reportable Stations")
    designated by Nielsen as "local" to the DMA, excluding public television
    stations and stations which do not meet minimum Nielsen reporting standards
    (i.e., a weekly cumulative audience of less than 2.5%) for reporting in the
    Sunday through Saturday, 9:00 a.m. to midnight time period.
 
(3) Reflects the station's rank relative to other Reportable Stations based upon
    the DMA rating as reported by Nielsen from 9:00 a.m. to midnight, Sunday
    through Saturday during February 1998.
 
(4) Reflects an estimate of the share of DMA households viewing television
    received by a local commercial station in comparison to other local
    commercial stations in the market as measured from 9:00 a.m. to midnight,
    Sunday through Saturday.
 
(5) As part of the SF Acquisition, the Company will also acquire KAII-TV and
    KHAW-TV, which operate as satellite stations of KHON-TV and primarily
    re-broadcast the signal of KHON-TV. The stations are considered one station
    for FCC multiple ownership purposes. Low power television translators W40AN
    and K55D2 retransmit stations WLUK-TV and KHON-TV, respectively.
 
     On May 15, 1997, the Company entered into an agreement to acquire radio
station WQCD-FM in New York City (the "WQCD Acquisition" and, together with the
SF Acquisition and the Wabash Valley Acquisition, the "Acquisition
Transactions"). Starting in July 1997 and until the purchase of the station is
completed, the Company has operated and will continue to operate the station
pursuant to a time brokerage agreement under which the Company pays the current
owner a monthly fee of approximately $700,000. As a result, the operating
results of WQCD-FM are included in the Company's operating results beginning
July 1,
 
                                        8
<PAGE>   10
 
1997. Under the acquisition agreement, the current owner had the option to
require the Company to purchase the station, which it exercised in December
1997. The current WQCD-FM owner also exercised its right under the acquisition
agreement to require the Company to purchase certain TV stations that are to be
transferred by the Company to the current WQCD-FM owner in exchange for WQCD-FM.
The purchase price for the WQCD Acquisition will be approximately $141 million
after adjustments. The Company anticipates that it will complete the acquisition
in mid-1998. There can be no assurance, however, with respect to the timing or
completion of the WQCD Acquisition, which is subject to certain conditions,
including the concurrent acquisition and exchange of the TV stations specified
by the current WQCD-FM owner and obtaining the necessary regulatory approvals.
See "Recent Developments -- WQCD Acquisition."
 
INTERNATIONAL BROADCASTING OPERATIONS
 
     In November 1997, Radio Hungaria Co., Ltd., d/b/a Slager Radio, a Hungarian
subsidiary in which the Company owns a 54% interest, was awarded a license to
operate a national radio station in Hungary. The license has an initial term of
seven years and may be renewed at the Hungarian radio authority's discretion for
an additional five years subject to payment of a renewal fee to be negotiated.
Slager Radio began broadcasting on February 16, 1998. The programming, based on
market research, consists primarily of hit music from the 1960's and 1970's,
together with news and public affairs programming. Gallup Research Ratings for
March 1998, the first full month of the station's operation, indicate that
Slager Radio reaches more than 21% of the Hungarian population daily, which is
comparable to other major Hungarian radio networks and stations. A second and
more widely used ratings service, Szonda Ipsos, showed similar results. Based
upon a ratings survey by Szonda Ipsos during the end of the fifth week and the
beginning of the sixth week Slager Radio was on the air, the station already
ranked second among all stations listed with a 21% daily national cumulative
rating among all persons 15 years of age and older. Management of the Company
believes that these initial audience ratings will contribute to advertiser
acceptance of the station.
 
ACQUISITION OF TEXAS MONTHLY MAGAZINE
 
     The Company acquired Texas Monthly magazine in February 1998. The
critically acclaimed magazine, which has received eight National Magazine
Awards, has a paid monthly circulation of approximately 300,000 and is believed
by the Company to have monthly readership of more than 2,436,000. It marked its
25th anniversary with the publication of the February 1998 issue, which set a
single issue advertising record. The Company plans to increase Texas Monthly's
operating efficiencies while leaving the highly-regarded editorial product
intact.
 
NEW CREDIT FACILITY
 
     The Company is negotiating and anticipates receiving a commitment from
certain of its current lenders or their affiliates for a new $750 million credit
facility (the "New Credit Facility"), which may be increased up to $1.0 billion.
The New Credit Facility, which is expected to close in mid-1998, will amend and
restate the Company's current $500 million credit facility (the "Existing Credit
Facility"). The New Credit Facility consists of a $150 million senior secured
8-year revolving credit facility, a $250 million senior secured 8-year
amortizing term loan, a $250 million 8.5-year amortizing term loan and a $100
million 8-year senior secured acquisition revolving credit/term loan facility.
Amounts borrowed under the New Credit Facility are expected to bear interest at
a variable rate based on an index chosen by the Company. The commitments under
the 8-year revolving credit facility, 8-year term loan and acquisition facility
will be subject to scheduled annual reductions beginning in 2001 and additional
reductions from certain sources such as the net proceeds of asset sales. The
acquisition facility commitment will terminate and convert to a term loan one
year after closing of the New Credit Facility.
 
     The New Credit Facility will contain various financial and operating
covenants and other restrictions and will be secured by a perfected first
priority security interest in substantially all of the Company's and its
subsidiaries' tangible and intangible assets. The lenders' obligation to fund
under the New Credit Facility will be subject to various conditions, including
completion of the Offering, completion of loan documentation acceptable to the
lenders, and other customary conditions for similar lines of credit.
 
                                        9
<PAGE>   11
 
PROPOSED NAME CHANGE
 
     Consistent with diversification of the Company's businesses, its Board of
Directors recently proposed to the Company's shareholders that the name of the
Company be changed to "Emmis Communications Corporation." The Company's
shareholders will vote on the proposed name change at the annual shareholders'
meeting scheduled for June 23, 1998, and the Company expects that the name
change will become effective sometime in mid-1998.
 
                                  THE OFFERING
 
<TABLE>
<S>                                    <C>
Class A Common Stock Offered.........  4,625,000 shares by the Company
                                       375,000 shares by the Selling Shareholder
                                       ----------
     Total...........................  5,000,000 shares(1)
  U.S. Offering......................  4,000,000 shares
  International Offering.............  1,000,000 shares
                                       ----------
     Total...........................  5,000,000 shares(1)
Common Stock to be outstanding after
  the Offering.......................  15,655,560 shares(2), consisting of:
                                       13,389,666 shares of Class A Common Stock(3)
                                       2,265,894 shares of Class B Common Stock(3)
Use of Proceeds......................  To reduce the amount outstanding under the Existing Credit
                                       Facility and, together with borrowings under the New Credit
                                       Facility, to fund the Acquisition Transactions and New
                                       Credit Facility and acquisition-related expenses. See "Use
                                       of Proceeds."
Voting Rights........................  Each class of Common Stock has identical rights, except with
                                       respect to voting. The Class A Common Stock entitles its
                                       holders to one vote per share on all matters submitted to a
                                       vote of the holders of the Company's common stock. In
                                       addition, the holders of Class A Common Stock, voting as a
                                       separate class, are entitled to elect two of the Company's
                                       directors. The Class B Common Stock entitles its holders to
                                       ten votes per share on all matters submitted to a vote of
                                       the holders of the Company's common stock, except (i) in
                                       connection with any proposed "going private" transaction
                                       between the Company and Jeffrey H. Smulyan (the holder of
                                       all of the Class B Common Stock) or an affiliate of Mr.
                                       Smulyan and (ii) as otherwise provided by law. See
                                       "Principal and Selling Shareholders" and "Description of
                                       Capital Stock."
</TABLE>
 
- -------------------------
(1) Assumes no exercise of the U.S. Underwriters' over-allotment option. See
    "Underwriters."
 
(2) Includes 8,469,666 shares of Class A Common Stock and 2,265,894 shares of
    Class B Common Stock outstanding as of April 29, 1998 and assumes that the
    U. S. Underwriters' over-allotment option is not exercised. Excludes
    1,490,992 shares of Class A Common Stock and 375,000 shares of Class B
    Common Stock reserved for issuance in respect of stock options outstanding
    as of April 29, 1998.
 
(3) Reflects the automatic conversion of 295,000 shares of Class B Common Stock
    to Class A Common Stock upon sale by the Selling Shareholder.
 
                                  RISK FACTORS
 
     Prospective investors should consider carefully certain matters relating to
the Company, its business and an investment in the Class A Common Stock. See
"Risk Factors."
 
                                       10
<PAGE>   12
 
                 SUMMARY CONSOLIDATED FINANCIAL AND OTHER DATA
 
     The summary consolidated financial and other data has been derived, except
as otherwise noted, from the consolidated financial statements of the Company
for the years ended February (29) 28, 1994, 1995, 1996, 1997 and 1998 audited by
Arthur Andersen LLP. The unaudited pro forma as adjusted operating and other
data reflects adjustments to the condensed consolidated historical operating
data of the Company to give effect to (i) the acquisition of WKKX-FM, WALC-FM,
WALC-AM, WTLC-FM, WTLC-AM and Texas Monthly (the "Consummated Acquisitions") and
the disposition of WALC-AM, all of which occurred during the year ended February
28, 1998, (ii) the Offering and the New Credit Facility, (iii) the WQCD
Acquisition, (iv) the SF Acquisition, and (v) the Wabash Valley Acquisition, as
if such transactions had occurred at the beginning of the year presented. The
unaudited pro forma as adjusted balance sheet data reflects (i) the Offering and
the costs incurred in connection with entering into the New Credit Facility,
(ii) the WQCD Acquisition, (iii) the SF Acquisition and (iv) the Wabash Valley
Acquisition, as if such transactions had occurred on February 28, 1998. The
summary consolidated financial and other data presented below should be read in
conjunction with, and is qualified in its entirety by reference to, the
Company's consolidated financial statements for the years ended February (29)
28, 1996, 1997, and 1998 (the "Consolidated Financial Statements") and related
notes and "Management's Discussion and Analysis of Financial Condition and
Results of Operations," incorporated by reference in this Prospectus, and to the
"Unaudited Pro Forma Condensed Consolidated Financial Information" and notes
thereto contained elsewhere in this Prospectus.
 
<TABLE>
<CAPTION>
                                                                          YEAR ENDED FEBRUARY (29) 28,
                                                  ----------------------------------------------------------------------------
                                                                                                                    PRO FORMA
                                                                                                                   AS ADJUSTED
                                                     1994         1995         1996         1997         1998         1998
                                                     ----         ----         ----         ----         ----      -----------
                                                                     (IN THOUSANDS, EXCEPT PER SHARE DATA)         (UNAUDITED)
<S>                                               <C>          <C>          <C>          <C>          <C>          <C>
OPERATING DATA:
  Net broadcasting revenues.....................  $   50,311   $   66,815   $   99,830   $  103,292   $  125,855   $  204,675
  Broadcasting operating expenses...............      29,368       38,794       53,948       52,839       67,646      118,618
  Publication and other revenue, net of
    operating expenses..........................         657          593          896          834        1,204        3,776
  International business development expenses...          --          313        1,264        1,164          999          999
  Corporate expenses............................       2,765        3,700        4,419        5,929        6,846        9,286
  Time brokerage fee............................          --           --           --           --        5,667           --
  Amortization of television program rights.....          --           --           --           --           --        5,901
  Depreciation and amortization.................       2,812        3,827        5,677        5,481        7,536       30,434
  Noncash compensation..........................       1,725          600        3,667        3,465        4,882        4,882
  Operating income..............................      14,298       20,174       31,751       35,248       33,483       38,331
  Interest expense(1)...........................      13,588        7,849       13,540        9,633       13,772       45,125
  Loss on donation of radio station.............          --           --           --           --        4,833           --
  Other income (expense), net...................        (367)        (170)        (303)         325            6           61
  Income (loss) before income taxes and
    extraordinary item..........................         343       12,155       17,908       25,940       14,884       (6,733)
  Income (loss) before extraordinary item.......        (957)       7,627       10,308       15,440        8,984       (3,986)
  Net income (loss).............................  $   (4,365)  $    7,627   $   10,308   $   15,440   $    8,984   $   (3,986)
  Basic net income (loss) per share.............     (2)       $      .72   $      .96   $     1.41   $      .82   $     (.26)
  Diluted net income (loss) per share...........     (2)       $      .70   $      .93   $     1.37   $      .79   $     (.26)
  Weighted average common shares outstanding --
    Basic.......................................               10,557,328   10,690,677   10,942,996   10,903,333   15,528,333
  Weighted average common shares outstanding --
    Diluted.....................................               10,831,695   11,083,504   11,291,225   11,377,765   15,528,333
OTHER DATA:
Broadcast cash flow(3)..........................  $   20,943   $   28,021   $   45,882   $   50,453   $   58,209   $   81,422
Broadcast cash flow margin(4)...................       41.6%        41.9%        46.0%        48.8%        46.3%        39.8%
EBITDA(5).......................................      18,836       24,601       41,095       44,194       51,568       74,913
Capital expenditures(6).........................         659        1,081        1,396        7,559       16,991       20,876
</TABLE>
 
<TABLE>
<CAPTION>
                                                                               FEBRUARY (29) 28,
                                                  ----------------------------------------------------------------------------
                                                                                                                    PRO FORMA
                                                                                                                   AS ADJUSTED
                                                     1994         1995         1996         1997         1998         1998
                                                     ----         ----         ----         ----         ----      -----------
                                                                                 (IN THOUSANDS)                    (UNAUDITED)
<S>                                               <C>          <C>          <C>          <C>          <C>          <C>
BALANCE SHEET DATA:
Cash and cash equivalents.......................  $    1,607   $    3,205   $    1,218   $    1,191   $    5,785   $    3,364
Working capital.................................       6,210       10,088       14,761       15,463       23,083       25,028
Net intangible assets (7).......................      30,751      139,729      135,830      131,743      234,558      789,424
Total assets....................................      57,849      183,441      176,566      189,716      333,388      939,083
Total debt, including current portion...........      92,345      152,322      124,257      115,172      231,422      568,966
Redeemable preferred stock......................      11,250           --           --           --           --           --
Shareholders' equity (deficit)..................     (54,229)      (2,661)      13,884       34,422       45,210      253,382
</TABLE>
 
                                            (footnotes appear on following page)
 
                                       11
<PAGE>   13
 
(footnotes from previous page)
- -------------------------
(1) Includes debt issuance cost and interest rate cap amortization of $3,263,
    $660, $1,742, $1,071 and $2,183 for the years ended February (29) 28, 1994
    through 1998, respectively, and $1,253 on a pro forma basis for the year
    ended February 28, 1998.
 
(2) On March 1, 1994, the Company closed on its initial public offering of its
    Class A Common Stock. Accordingly, basic and diluted net income per share
    information is not applicable for the year ended February 28, 1994.
 
(3) The performance of a broadcast group, such as Emmis, is customarily measured
    by the ability of its stations to generate broadcast cash flow. Broadcast
    cash flow is not a measure of liquidity or of performance calculated in
    accordance with generally accepted accounting principles, and should be
    viewed as a supplement to and not as a substitute for the Company's results
    of operations presented on the basis of generally accepted accounting
    principles. The Company believes that broadcast cash flow is useful because
    it is generally recognized by the broadcasting industry as a measure of
    performance and is used by analysts who report on the performance of
    broadcasting companies. However, broadcast cash flow is not a standardized
    measure and may be calculated in a number of ways. Emmis defines broadcast
    cash flow as advertising revenues net of agency commissions, less
    broadcasting operating expenses and cash paid for television program rights.
    The primary source of advertising revenues is the sale of advertising time
    to local and national advertisers. The most significant broadcasting
    operating expenses are employee salaries and commissions, costs associated
    with programming, advertising and promotion, and station general and
    administrative costs.
 
(4) Broadcast cash flow margin is defined as broadcast cash flow divided by net
    broadcasting revenues.
 
(5) EBITDA is defined as broadcast cash flow plus publication and other revenue,
    net of operating expenses, less international business development expenses
    and corporate expenses.
 
(6) Capital expenditures for the year ended February 28, 1998 consisted
    primarily of progress payments totaling $11,775 in connection with the
    construction of the Company's new Indianapolis office and studio facility.
 
(7) Net intangible assets consist primarily of FCC licenses and excess of cost
    over fair value of net assets of purchased businesses, net of accumulated
    amortization.
 
                                       12
<PAGE>   14
 
                                  RISK FACTORS
 
     An investment in the shares of Class A Common Stock offered hereby involves
a significant degree of risk. In determining whether to make an investment in
shares of Class A Common Stock, prospective purchasers should consider carefully
all of the information set forth in this Prospectus and, in particular, the
following factors.
 
CONSUMMATION OF PENDING ACQUISITIONS
 
     Consummation of each of the pending acquisitions (the WQCD Acquisition, the
SF Acquisition and the Wabash Valley Acquisition) is subject to numerous closing
conditions, including the receipt of all required regulatory approvals. There
can be no assurance that any of these transactions will be consummated in a
timely manner or on the terms described in this Prospectus, if at all. See
"Recent Developments."
 
NEW LINE OF BUSINESS
 
     To date, the Company has concentrated its business operations in radio
broadcasting and magazine publishing and has not operated television stations.
Although the Company has entered into a letter of intent with a manager who has
substantial television experience to manage its television stations once the SF
Acquisition and the Wabash Valley Acquisition are consummated, the Company has
no established operating history in the television industry and the Company will
be required to assimilate the operations of these television properties into the
operations of the Company. In addition, due to the need to purchase syndicated
programming and develop original programming substantially in advance of the
date it is first broadcast, there will likely be a significant delay between the
date the Company completes its acquisition of the Television Stations and any
material improvements in their audience ratings or broadcast cash flow. If the
Company experiences losses of key personnel at the Television Stations or
certain types of programming cannot be obtained or developed by the Company at
an acceptable cost, or at all, such improvements in audience ratings or
broadcast cash flow could be further delayed or diminished. There can be no
assurance that the management of the Company will be able to integrate
successfully the Television Stations into its business. Any delays or unexpected
costs incurred in connection with such integration could have an adverse effect
on the Company's business, operating results or financial condition.
 
RELIANCE ON PROGRAMMING
 
     Among the Company's most significant operating costs for the Television
Stations will be syndicated programming. Future increases in syndicated
programming costs may adversely affect the Company's operating results.
Acquisition of program rights are often made two or three years in advance,
making it difficult to accurately predict how a program will perform. In some
instances, programs must be replaced before their costs have been fully
amortized, resulting in write-offs that increase operating costs.
 
NETWORK AFFILIATION AGREEMENTS
 
     Five of the Television Stations are affiliated with Fox and one with CBS.
Each of these networks generally provides these stations with prime time
programming for a prescribed number of hours per week. In return, the stations
broadcast network-inserted commercials during such programming and receive cash
compensation from the network or the right to broadcast a specified amount of
station-inserted commercials during the network programming. Although network
affiliates generally have achieved higher ratings than unaffiliated independent
stations in the same market, there can be no assurance as to the future success
of each network's programming or the continuation of such programming. The
network affiliation agreements are subject to termination by the networks under
certain circumstances. The Company believes that it enjoys a good relationship
with both Fox and CBS. However, there can be no assurance that the affiliation
agreements will remain in place or that each network will continue to provide
programming or compensation to affiliates on the same basis as currently
provided. The non-renewal or termination of a network affiliation agreement
could have a material adverse effect on the affected Television Station's
operations and broadcast cash flow.
 
                                       13
<PAGE>   15
 
LIMITATIONS ON ACQUISITION STRATEGY
 
     The Company intends to pursue growth through the acquisition of radio
station groups, individual radio stations and television stations as management
believes appropriate and in keeping with the factors set forth in "Business --
Business Strategy." Accordingly, the Company's future performance will depend,
in part, upon its ability to successfully implement its acquisition strategy,
evaluate markets, secure financing and obtain required governmental
authorizations, all in a timely manner, at reasonable costs and on satisfactory
terms and conditions. The Company competes and will continue to compete with
many other buyers for the acquisition of radio and television stations. Many of
those competitors have significantly greater financial and other resources than
those of the Company. The Company cannot predict whether it will be successful
in pursuing acquisition opportunities or what the consequences of any
acquisitions will be. Moreover, a significant element of the Company's
acquisition strategy involves acquiring underperforming broadcast properties and
using the Company's experience to improve their financial and operational
performance. Thus, it is likely that most of the benefits to the Company from
any particular acquisition will be realized over time, rather than immediately,
and that the Company will be required to incur initial costs, which may be
significant, in connection with implementing its operating strategies at
broadcast properties it acquires. See "Business -- Business Strategy."
 
COMPETITIVE NATURE OF BROADCASTING
 
     The broadcasting industry is a highly competitive business. The success of
each of the Company's stations is dependent, to a significant degree, upon its
audience ratings and share of the overall advertising revenue within its
markets. The Company's stations compete for audiences and advertising revenue
directly with other radio and television stations, some of whose owners have
greater financial resources than the Company, as well as with other media,
within their respective markets, including cable television, newspapers,
magazines, direct mail, compact discs, music videos, the internet and outdoor
advertising. Although the Company believes that each of its stations is able to
compete effectively in its broadcast area, there can be no assurance that any
one of the Company's stations will be able to maintain or increase its current
audience ratings or advertising revenue market share. In addition, from time to
time other stations may change their format or programming to compete directly
with the Company's stations for audience and advertisers, or engage in
aggressive promotional campaigns, which could result in lower ratings and
advertising revenue, increased promotion and other expenses and, consequently,
lower broadcast cash flow for the Company.
 
KEY PERSONNEL
 
     The Company's business is dependent upon the performance of certain key
employees, including its Chief Executive Officer and President. The Company has
employment agreements with its Chief Executive Officer and President and certain
other key employees but does not maintain key-man life insurance. The Company
employs several on-air personalities with significant loyal audiences in their
respective broadcast areas. The Company generally enters into long-term
employment agreements with its key on-air talent to protect its interest in
those relationships, but there can be no assurance that all of these on-air
personalities will remain with the Company. In addition, the Company's success
in operating the Television Stations will be dependent in significant part upon
the performance of Greg Nathanson, with whom the Company has entered into a
letter of intent to manage its television division. See "Recent Developments --
New Television Management Structure."
 
CONTROL OF THE COMPANY
 
     Jeffrey H. Smulyan, the Chief Executive Officer and President of the
Company, will hold immediately following the Offering shares representing
approximately 66.4% of the outstanding combined voting power of all classes of
the Common Stock. As a result of his voting power, Mr. Smulyan can control the
outcome of most matters submitted to a vote of the holders of the Common Stock,
including the election of a majority of the directors.
 
                                       14
<PAGE>   16
 
ABILITY TO SERVICE INDEBTEDNESS
 
     At February 28, 1998, on a pro forma basis, after giving effect to the
Acquisition Transactions, the Offering and the New Credit Facility, the Company
would have had $569.0 million of total debt. Subject to restrictions in the New
Credit Facility, the Company may incur additional indebtedness from time to time
to finance acquisitions or for other corporate purposes. Interest expense for
the fiscal years ended February (29) 28, 1996, 1997 and 1998 was $13.5 million,
$9.6 million and $13.8 million, respectively, and pro forma interest expense for
the fiscal year ended February 28, 1998 was $45.1 million.
 
     The level of the Company's indebtedness could have important consequences
to stockholders, including the need to dedicate broadcast cash flow to debt
service, the possibility that future acquisitions or capital expenditures by the
Company could be restricted, and the increased vulnerability of the Company to
economic downturns or competitive pressures. Certain of the Company's
competitors currently operate on a less leveraged basis and may have
significantly greater operating and financing flexibility than the Company. The
Company expects that its revenues will be sufficient to meet its operating
expenses and to service its debt requirements as they become due. If the Company
is unable to service its indebtedness, however, it will be forced to adopt an
alternative strategy that may include actions such as reducing or delaying
capital expenditures, selling assets, restructuring or refinancing its
indebtedness or seeking additional equity capital. There can be no assurance
that any of these strategies could be implemented on satisfactory terms, if at
all, and the implementation of any of these alternative strategies could have a
negative impact on the value of the Class A Common Stock.
 
NEW TECHNOLOGIES
 
     The broadcasting industry is subject to competition from new media
technologies that are being developed or introduced, such as the delivery of
audio programming by cable television systems, by direct broadcast satellite
("DBS") systems, by digital audio broadcasting ("DAB"), by digital television
("DTV") and by satellite digital audio radio service ("satellite DARS" or
"SDARS"). DBS systems provide programming on a subscription basis to those who
have purchased and installed a satellite signal receiving dish and associated
decoder equipment. DBS systems claim to provide visual picture quality
comparable to that found in movie theaters and aural quality comparable to
digital audio compact discs. DBS systems do not, except in certain instances,
provide the signals of traditional over-the-air broadcast stations, and thus are
generally restricted to providing the programming of premium services such as
HBO and other traditionally cable-oriented satellite programming services. DAB
and SDARS provide for the delivery by terrestrial and satellite means,
respectively, of multiple new, high-quality audio programming formats to local
and national audiences. DAB technology may be used in the future by radio
broadcast stations either on existing or alternate broadcasting frequencies or
on new frequency bands. DTV will provide additional channels to television
broadcasters which can be used for such services as multiple standard definition
program channels, data transfer, subscription video, interactive materials and
audio signals as well as digital video programming. Under current rules of the
Federal Communications Commission (the "FCC"), television broadcasters will be
required to broadcast a digital signal by specified dates based on the size of
their respective markets and then to return their analog channel to the FCC. The
Television Stations will be required to broadcast a digital signal by May 2001.
The Company cannot predict at this time the effect, if any, that any such new
technologies may have on the radio or television broadcasting industry. However,
assuming the Acquisition Transactions occur, the Company will incur considerable
expense in the conversion of the SF TV Stations and the Wabash Valley TV
Stations to DTV and is unable to predict the extent or timing of consumer demand
for any such DTV services.
 
BROADCASTING INDUSTRY SUBJECT TO FEDERAL REGULATION
 
     The broadcasting industry is subject to extensive and changing regulation
by the FCC under (among other laws) the Communications Act of 1934, as amended
(and, as amended by the Telecommunications Act of 1996 (the "1996 Act"), the
"Communications Act"). Among other things, the FCC assigns frequency bands for
broadcasting; determines the particular frequencies, locations and operating
power of stations; issues, renews, revokes and modifies station licenses;
determines whether to approve changes in ownership or control
 
                                       15
<PAGE>   17
 
of station licenses; regulates equipment used by stations; and adopts and
implements 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 Communications Act. In particular,
the Company's 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 such licenses are renewed by the FCC, there can be no
assurance that any of the Company's stations' licenses will be renewed at their
expiration date, or that renewals, if granted, will not include conditions or
qualifications that could adversely affect the Company's operations. In
addition, the Communications Act and FCC rules restrict ownership by non-U.S.
persons and voting of capital stock of, and participation in the affairs of the
Company. Moreover, laws and governmental regulations and policies may be changed
significantly over time and there can be no assurance that such changes will not
have a material adverse effect on the business, financial condition and results
of operation of the Company. The Company's Articles of Incorporation contain
provisions which permit restrictions on the ownership, voting and transfer of
the Company's capital stock in accordance with the Communications Act and the
rules and regulations of the FCC.
 
     The 1996 Act, which amended the Communications Act in a number of important
respects, has created significant new opportunities for broadcasters, but also
has created uncertainties as to how the FCC and the courts will enforce and
interpret the 1996 Act. Although the 1996 Act eliminated the national ownership
ceiling previously applicable to radio broadcasters, eliminated most
restrictions on the national ownership of television stations and loosened
restrictions previously applicable to ownership of radio stations within single
markets, significant restrictions remain on permitted levels of local ownership.
In addition, the limitations on the number of radio stations the Company may
acquire in any market may vary depending upon whether the interests in other
radio stations and television stations or certain other media properties of
certain individuals affiliated with the Company are attributable to those
individuals under FCC rules. The FCC's rules also generally prohibit a single
entity from owning radio stations and television stations in the same local
market, which may limit the Company's ability to acquire additional stations.
Moreover, under the FCC's cross-interest policy, the FCC in certain instances
may prohibit one party from acquiring an attributable interest in one media
outlet and substantial non-attributable economic interest in another media
outlet in the same market, thereby prohibiting a particular acquisition by the
Company.
 
INTERNATIONAL BUSINESS RISKS
 
     The Company currently conducts radio broadcasting operations in Hungary and
intends to pursue additional broadcasting opportunities in other foreign
countries. The risks of doing business in foreign countries include changing
regulatory policies, potential adverse changes in the diplomatic relations of
foreign countries with the United States, hostility from local populations,
adverse effects of currency exchange controls, restrictions on the withdrawal of
foreign investment and earnings, government policies against businesses owned by
non-nationals, expropriations of property, the potential instability of foreign
governments and the risk of insurrections that could result in losses against
which the Company is not insured. The Company's international operations also
are subject to economic uncertainties, including, among others, risks of
renegotiation, modification or termination of existing agreements or
arrangements with governmental authorities, foreign exchange restrictions,
changes in taxation structure and currency exchange rate risk.
 
FORWARD LOOKING STATEMENTS
 
     This Prospectus contains forward-looking statements which can be identified
by terminology such as "believes," "anticipates," "intends," "expects" and
similar words. Such forward-looking statements involve known and unknown risks,
uncertainties and other factors that may cause the actual results, events or
developments to be materially different from future results, events or
developments expressed or implied by such forward-looking statements. Such
factors include, among others, the following: general economic and business
conditions, both nationally and in the regions in which the Company operates;
technology changes; competition; changes in business strategy or development
plans; the high leverage of the Company; the Company's ability to attract and
retain qualified personnel; existing governmental regulations and changes in, or
the failure to comply with, governmental regulations; liability and other claims
asserted against the
 
                                       16
<PAGE>   18
 
Company; and other factors referenced in this Prospectus, including, without
limitation, under the captions "Prospectus Summary," "Risk Factors," and
"Business." GIVEN THESE UNCERTAINTIES, PROSPECTIVE INVESTORS ARE CAUTIONED NOT
TO PLACE UNDUE RELIANCE ON SUCH FORWARD-LOOKING STATEMENTS. The Company
disclaims any obligation to update any such factors or to publicly announce the
results of any revisions to any of the forward-looking statements contained in
this Prospectus to reflect future results, events or developments.
 
                                  THE COMPANY
 
     The Company is a diversified media company with radio broadcasting and
magazine publishing operations and, following the consummation of two pending
acquisitions, television broadcasting operations. In 1997 the Company ranked as
the eighth largest radio broadcaster in the United States based on total number
of listeners and the ninth largest radio broadcaster in the United States based
on total revenue. The Radio Stations, consisting of eleven FM radio stations and
two AM radio stations owned or operated by the Company in the United States,
serve the nation's three largest radio markets of New York City, Los Angeles and
Chicago, as well as St. Louis and Indianapolis. These markets accounted for
approximately $1.7 billion in radio advertising revenues in calendar year 1997
as reported in Duncan's Radio Market Guide (1998 ed.). The Company has entered
into agreements to purchase the Television Stations, consisting of six
network-affiliated television stations located in New Orleans, Louisiana,
Mobile, Alabama, Green Bay, Wisconsin, Honolulu, Hawaii, Fort Myers, Florida and
Terre Haute, Indiana. All of the Television Stations are VHF stations except the
Fort Myers station, which is a UHF station. The markets served by the Television
Stations accounted for approximately $360 million in television advertising
revenue in calendar year 1997 as reported in the 1998 BIA Report. The Company
expects to complete the purchase of the Television Stations in late 1998.
 
     The Company also operates a national radio station in Hungary and news and
agriculture information networks in Indiana, publishes Indianapolis Monthly,
Atlanta, Cincinnati and Texas Monthly magazines and engages in various
businesses ancillary to its broadcasting business, such as consulting and
broadcast tower leasing.
 
     The Company's principal executive offices are located at 950 North Meridian
Street, Suite 1200, Indianapolis, Indiana 46204, and its telephone number is
(317) 266-0100.
 
                                       17
<PAGE>   19
 
                              RECENT DEVELOPMENTS
 
SF ACQUISITION
 
     Effective March 30, 1998, the Company entered into a definitive agreement
to acquire the SF Stations, consisting of televisions stations WVUE-TV, New
Orleans, Louisiana; WALA-TV, Mobile, Alabama; WLUK-TV, Green Bay, Wisconsin; and
KHON-TV, Honolulu, Hawaii, for approximately $307 million, with $257 million
payable in cash at closing, $25 million payable at closing in either cash or
Class A Common stock at the Company's option, and $25 million with interest at
8% per annum payable one year after closing in either cash or Class A Common
Stock at the Company's option. The Company currently anticipates that it will
pay all of the purchase price in cash. The following table sets forth certain
information regarding the SF TV Stations and the markets in which they operate:
 
<TABLE>
<CAPTION>
                                                                              NUMBER OF               STATION     LICENSE
TELEVISION        METROPOLITAN         AFFILIATION/   HOUSEHOLDS     DMA       STATIONS     STATION   AUDIENCE   EXPIRATION
 STATION          AREA SERVED            CHANNEL      IN DMA(1)    RANK(1)   IN MARKET(2)   RANK(3)   SHARE(4)      DATE
- ----------        ------------         ------------   ----------   -------   ------------   -------   --------   ----------
<S>         <C>                        <C>            <C>          <C>       <C>            <C>       <C>        <C>
WVUE-TV     New Orleans, LA             Fox/8          623,000       41           6            4          8        6/1/05
WALA-TV     Mobile, AL-Pensacola, FL    Fox/10         450,000       62           5            3         10        4/1/05
WLUK-TV(5)  Green Bay, WI               Fox/11         381,000       70           5            4          9       12/1/05
KHON-TV(5)  Honolulu, HI                Fox/2          380,000       71           6            2         15        2/1/99
</TABLE>
 
- -------------------------
(1) Estimated by the Nielsen as of January 1998. Rankings are based on the
    relative size of a station's market among the 211 generally recognized DMAs.
 
(2) Represents the number of television stations designated by Nielsen as
    "local" to the DMA, excluding public television stations and stations which
    do not meet minimum Nielsen reporting standards (i.e., a weekly cumulative
    audience of less than 2.5%) for reporting in the Sunday through Saturday,
    9:00 a.m. to midnight time period.
 
(3) Reflects the station's rank relative to other Reportable Stations based upon
    the DMA rating as reported by Nielsen from 9:00 a.m. to midnight, Sunday
    through Saturday during February 1998.
 
(4) Reflects an estimate of the share of DMA households viewing television
    received by a local commercial station in comparison to other local
    commercial stations in the market as measured from 9:00 a.m. to midnight,
    Sunday through Saturday.
 
(5) As part of the SF Acquisition, the Company will also acquire KAII-TV and
    KHAW-TV, which operate as satellite stations of KHON-TV and primarily
    re-broadcast the signal of KHON-TV. The stations are considered one station
    for FCC multiple ownership purposes. Low power television translators W40AN
    and K55D2 retransmit stations WLUK-TV and KHON-TV, respectively.
 
     Network Affiliation. Each of the SF TV Stations is an affiliate of the Fox
television network pursuant to an affiliation agreement with Fox Broadcasting
Company ("Fox"). As part of the SF Acquisition, the Company will enter into new
affiliation agreements with Fox (the "Fox Affiliation Agreements") which will
terminate in August 2006, subject to earlier termination (as described below).
Fox may extend the initial term of each of the Fox Affiliation Agreements for
additional successive periods of two years if it gives the requisite written
notice to the relevant SF TV Station and such SF TV Station fails to give Fox
written notice within a prescribed time period that it rejects such an
extension. Pursuant to the Fox Affiliation Agreements, Fox is to provide the SF
TV Stations with programming in return for the stations' broadcasting of
Fox-inserted commercials in such programming. The SF TV Stations also retain the
right to include a limited amount of commercials during Fox programming. Each of
the Fox Affiliation Agreements is subject to termination by Fox in certain
instances, including termination in the event (i) a station makes unauthorized
preemptions of Fox programming; (ii) there is a material change in certain
aspects of the stations' operations, making the affiliation (as of the date of
the applicable agreement) less valuable to Fox; (iii) Fox or an affiliate
acquires a significant ownership interest in a television station within the
affected SF TV Station's market; or (iv) there are certain transfers of control
of a station's FCC licenses.
 
                                       18
<PAGE>   20
 
WABASH VALLEY ACQUISITION
 
     Effective March 20, 1998, the Company entered into a definitive agreement
to acquire the Wabash Valley TV Stations, consisting of television stations
WFTX-TV, Fort Myers, Florida and WTHI-TV, Terre Haute, Indiana, as well as three
radio stations, for approximately $90 million in cash. The following table sets
forth certain information regarding the Wabash Valley TV Stations and the
markets in which they operate:
 
<TABLE>
<CAPTION>
                                                      HOUSEHOLDS              NUMBER OF               STATION     LICENSE
     TELEVISION         METROPOLITAN    AFFILIATION/    IN DMA       DMA       STATIONS     STATION   AUDIENCE   EXPIRATION
       STATION           AREA SERVED      CHANNEL        (1)       BANK(1)   IN MARKET(2)   BANK(3)   SHARE(4)      DATE
     ----------         ------------    ------------  ----------   -------   ------------   -------   --------   ----------
<S>                    <C>              <C>           <C>          <C>       <C>            <C>       <C>        <C>
                       Fort Myers,
WFTX-TV                FL.............  Fox/36         320,000        83          5            4          7        2/1/05
                       Terre Haute,
WTHI-TV                IN.............  CBS/10         157,000       140          3            1         29        8/1/05
</TABLE>
 
- -------------------------
(1) Estimated by Nielsen as of January 1998. Rankings are based on the relative
    size of a station's market among the 211 generally recognized DMAs.
 
(2) Represents the number of television stations designated by Nielsen as
    "local" to the DMA, excluding public television stations and stations which
    do not meet minimum Nielsen reporting standards (i.e., a weekly cumulative
    audience of less than 2.5%) for reporting in the Sunday through Saturday,
    9:00 a.m. to midnight time period.
 
(3) Reflects the station's rank relative to other Reportable Stations based upon
    the DMA rating as reported by Nielsen from 9:00 a.m. to midnight, Sunday
    through Saturday during February 1998.
 
(4) Reflects an estimate of the share of DMA households viewing television
    received by a local commercial station in comparison to other local
    commercial stations in the market as measured from 9:00 a.m. to midnight,
    Sunday through Saturday.
 
     Network Affiliation. WFTX-TV is an affiliate of the Fox television network
pursuant to an affiliation agreement which will terminate on August 31, 1998.
The Company has been advised by Fox that Fox is willing to enter into a new
network affiliation agreement on terms and conditions substantially similar to
the Fox Affiliation Agreements for the SF TV Stations. WTHI-TV is a CBS
affiliate under an affiliation agreement extending through December 2005,
subject to earlier termination in certain instances, including transfer of
control of the affiliated station's FCC licenses. The Company has received
assurances from CBS that the Company's purchase of WTHI-TV will not result in
termination of the station's affiliation agreement. Under the terms of this
agreement, CBS makes available network programming which the station may accept
or reject. In consideration of network programming accepted and broadcast by the
station, CBS pays the station cash compensation calculated under a formula which
is a function of several factors, including the day and time of the broadcast,
the length of the program and the amount of the network-inserted commercials
during the program.
 
     Wabash Valley Radio Stations. The three radio stations included in the
Wabash Valley Acquisition are WTHI-FM, WTHI-AM and WWVR-FM in Terre Haute,
Indiana. WTHI-FM currently operates in a Country format and was the number one
station in the Terre Haute market, according to the Fall 1997 Ratings published
by Arbitron (the "Fall 1997 Arbitron Survey"), which is the most recent ratings
information available for this market. WTHI-AM currently operates in a Talk
format and was tied for the number eight station overall in the Terre Haute
market according to the Fall 1997 Arbitron Survey. The combined broadcast cash
flow for WTHI-FM and WTHI-AM was approximately $555,000 in 1997. WWVR-FM (which
is now in the process of being acquired by the seller under the Wabash Valley
Acquisition agreement) currently operates in a Religious format and was the
number seven station overall in the Terre Haute market according to the Fall
1997 Arbitron Survey. The Company does not expect WWVR-FM to have a material
effect on the Company's broadcast cash flow or net income in the near term. The
Company's ownership of these Terre Haute radio stations together with television
station WTHI-TV, will require a waiver of the FCC's multiple ownership rules.
The Company has applied for the waiver, but if not granted by the FCC, the
Company may be required to divest its ownership of one or more of the Terre
Haute radio stations. Terre Haute ranks 172nd by radio advertising revenue
according to Duncan's Radio Market Guide (1998 ed.).
 
NEW TELEVISION MANAGEMENT STRUCTURE
 
     The Company plans to create a separate television division to manage the SF
TV Stations and the Wabash Valley TV Stations. The Company has entered into a
letter of intent with Greg Nathanson to manage
 
                                       19
<PAGE>   21
 
the Company's television division. Mr. Nathanson has nearly 30 years of
television broadcasting experience and is currently the President of Programming
and Development for Twentieth Television. Previously, he has served as President
of Fox Television Stations, where he oversaw the operation of Fox Television's
owned and operated stations in seven cities, as Vice President of Prime Time
Scheduling for ABC Entertainment, as Senior Vice President of Programming at
Showtime, where he was responsible for the acquisition and scheduling of films
and the development and production of original programs, and as Vice President
of Programming for Premier, a pay television network. He has also served at
various times as the General Manager and as Vice President of Programming for
various television stations.
 
WQCD ACQUISITION
 
     On May 15, 1997, the Company entered into an agreement to acquire radio
station WQCD-FM in New York City. Starting in July 1997 and until the purchase
of the station is completed, the Company has operated and will continue to
operate the station pursuant to a time brokerage agreement under which the
Company pays the current owner a monthly fee of approximately $700,000. As a
result, the operating results of WQCD-FM are included in the Company's operating
results beginning July 1, 1997. Under the acquisition agreement, the current
owner had the option to require the Company to purchase the station, which it
exercised in December 1997. The current WQCD-FM owner also exercised its right
under the agreement to require the Company to purchase certain TV stations that
are to be transferred by the Company to the current WQCD-FM owner in exchange
for WQCD-FM. The purchase price for the WQCD Acquisition will be approximately
$141 million after adjustments. The Company anticipates that it will complete
the acquisition in mid-1998. There can be no assurance, however, with respect to
the timing or completion of the WQCD Acquisition, which is subject to certain
conditions, including the concurrent acquisition and exchange of the TV stations
specified by the current WQCD-FM owner and obtaining the necessary regulatory
approvals.
 
INTERNATIONAL BROADCASTING OPERATIONS
 
     In November 1997, Radio Hungaria Co. Ltd., d/b/a Slager Radio, a Hungarian
subsidiary in which the Company owns a 54% interest, was awarded a license to
operate a national radio station in Hungary. The cost of the license was
approximately $19.2 million, of which approximately $7.3 million had been paid
as of February 28, 1998. The license has an initial term of seven years and may
be renewed at the Hungarian radio authority's discretion for an additional five
years subject to payment of a renewal fee to be negotiated. Slager Radio began
broadcasting on February 16, 1998. The programming, based on market research,
consists primarily of hit music from the 1960's and 1970's, together with news
and public affairs programming. Gallup Research Ratings for March 1998, the
first full month of the station's operation, indicate that Slager Radio reaches
more than 21% of the Hungarian population daily, which is comparable to other
major Hungarian radio networks and stations. A second and more widely used
ratings service, Szonda Ipsos, showed similar results. Based upon a ratings
survey by Szonda Ipsos during the end of the fifth week and the beginning of the
sixth week Slager Radio was on the air, the station already ranked second among
all stations listed with a 21% daily national cumulative rating among all
persons 15 years of age and older. Management of the Company believes that these
initial audience ratings will contribute to advertiser acceptance of the
station.
 
ACQUISITION OF TEXAS MONTHLY MAGAZINE
 
     The Company acquired Texas Monthly magazine in February 1998. The
critically acclaimed magazine, which has received eight National Magazine
Awards, has a paid monthly circulation of approximately 300,000 and is believed
by the Company to have a monthly readership of more than 2,436,000. It marked
its 25th anniversary with the publication of the February 1998 issue, which set
a single issue advertising record. The Company plans to increase Texas Monthly's
operating efficiencies while leaving the highly regarded editorial product
intact.
 
NEW CREDIT FACILITY
 
     The Company is negotiating and anticipates receiving a commitment from TD
Securities (USA) Inc., First Union Capital Markets and BankBoston, N.A.
(together with any additional lending institutions which may later provide a
portion of the credit, the "Lenders") for the $750 million New Credit Facility,
which may
 
                                       20
<PAGE>   22
 
be increased up to $1.0 billion with the consent of the Lenders. The New Credit
Facility consists of a $150 million senior secured 8-year revolving credit
facility, a $250 million senior secured 8-year amortizing term loan, a $250
million 8.5-year amortizing term loan and a $100 million 8-year senior secured
acquisition revolving credit/term loan facility. The acquisition facility
commitment will terminate and convert to a term loan one year after closing of
the New Credit Facility. The New Credit Facility, which is expected to close in
mid-1998, will replace the $500 million Existing Credit Facility.
 
     Amounts borrowed under the New Credit Facility are expected to bear
interest, at the option of the Company, at a rate equal to the London Interbank
Offered Rate ("LIBOR") or a "base rate" equal to the higher of the Federal Funds
rate or the prime rate, plus a margin. The commitments under the 8-year
revolving credit facility, 8-year term loan and acquisition facility will be
subject to scheduled annual reductions ranging from 10.0% to 22.5% during the
period from 2001 to 2006, and additional reductions from certain sources such as
the net proceeds of asset sales.
 
     The New Credit Facility will contain various financial and operating
covenants and other restrictions and will be secured by a first priority
security interest in substantially all of the Company's and its subsidiaries'
tangible and intangible assets. The Lenders' obligation to fund under the New
Credit Facility will be subject to various conditions, including completion of
the Offering, completion of loan documentation acceptable to the Lenders, and
other customary conditions for similar lines of credit.
 
PROPOSED NAME CHANGE
 
     Consistent with diversification of the Company's businesses, its Board of
Directors recently proposed to the Company's shareholders that the name of the
Company be changed to "Emmis Communications Corporation." The Company's
shareholders will vote on the proposed name change at the annual shareholders'
meeting scheduled for June 23, 1998, and the Company expects that the name
change will become effective sometime in mid-1998.
 
RECENT OPERATING RESULTS
 
     Net broadcasting revenue for the SF TV Stations was $11,819,000 for the
three months ended March 29, 1998 compared to $11,820,000 for the same period in
1997. Although net broadcasting revenues remained relatively consistent with the
same period in the prior year, increases in Green Bay and Mobile were offset by
decreases in net broadcasting revenue in New Orleans and Honolulu. According to
current station management, the decrease in net broadcasting revenues in New
Orleans and Honolulu was primarily due to a decrease in national sales in the
New Orleans market and a softening of economic conditions in Hawaii. Broadcast
operating expenses were $9,134,000 for the three months ended March 29, 1998
compared to $9,083,000 for the same period in 1997. Program license rights
payments increased to $1,548,000 for the three months ended March 29, 1998 from
$653,000 for the same period in 1997 primarily, according to current station
management, as a result of the addition of football specialty programming at the
New Orleans station and planned additions to program inventory. Broadcast cash
flow decreased to $1,137,000 for the three months ended March 29, 1998 from
$2,084,000 for the same period in 1997 as a consequence of budgeted-for
increases in program license rights payments.
 
     Net broadcasting revenue for the Wabash Valley TV Stations increased to
$4,382,000 for the three months ended March 31, 1998 from $4,255,000 for the
same period in 1997, according to current station management, as a result of
improved market conditions and improved station performance in Ft. Myers.
Broadcast operating expenses increased to $2,920,000 for the three months ended
March 31, 1998 from $2,619,000 for the same period in 1997 primarily, according
to current station management, as a result of enhancements made to the
production of news in Ft. Myers and the adoption of a management incentive plan
by the current owners. Program license rights payments were $411,000 for the
three months ended March 31, 1998 compared to $427,000 for the same period in
1997 and broadcast cash flow decreased to $1,051,000 for the three months ended
March 31, 1998 from $1,209,000 for the same period in 1997 as a result of the
increase in broadcast operating expenses in excess of the increase in net
broadcasting revenue.
 
                                       21
<PAGE>   23
 
                                USE OF PROCEEDS
 
     The net proceeds to the Company from the sale of the shares of Class A
Common Stock offered hereby (after Offering expenses of approximately $1.5
million) are expected to be approximately $210.5 million, based on the $48.25
closing price of the Class A Common Stock on May 6, 1998 (approximately $244.9
million if the U. S. Underwriters' over-allotment option is exercised in full).
The Company currently intends to use all of such net proceeds to partially repay
amounts outstanding under the Existing Credit Facility (approximately $257
million as of May 6, 1998) and, together with borrowings under the New Credit
Facility, to fund the Acquisition Transactions and New Credit Facility and
acquisition-related expenses. Borrowings under the Existing Credit Facility bear
interest at a floating rate, which averaged 6.60% during the year ended February
28, 1998. The Company will not receive any proceeds from the sale of Class A
Common Stock by the Selling Shareholder.
 
     The following table summarizes the estimated sources and uses of funds
assuming consummation of the Offering and the Acquisition Transactions and
borrowings under the New Credit Facility necessary to consummate the Acquisition
Transactions.
 
<TABLE>
<CAPTION>
                                                                  AMOUNT
                                                                  ------
                                                              (IN THOUSANDS)
<S>                                                           <C>
Sources:
  Net proceeds to the Company from the Class A Common Stock
     Offering (after Offering expenses of approximately $1.5
     million)...............................................     $210,456
  Borrowings under New Credit Facility......................      552,544
                                                                 --------
     Total sources..........................................     $763,000
                                                                 ========
Uses:
  Repayment of Existing Credit Facility.....................     $215,000
  WQCD Acquisition..........................................      141,000
  SF Acquisition............................................      309,500(1)
  Wabash Valley Acquisition.................................       91,000
  New Credit Facility expenses..............................        6,500
                                                                 --------
     Total uses.............................................     $763,000
                                                                 ========
</TABLE>
 
- -------------------------
(1) This assumes the entire purchase price for the SF Acquisition is paid in
    cash. See "Recent Developments -- SF Acquisition."
 
                                       22
<PAGE>   24
 
               PRICE RANGE OF CLASS A COMMON STOCK AND DIVIDENDS
 
     The Class A Common Stock is traded on The NASDAQ National Market under the
symbol EMMS. The following table sets forth the high and low sale prices of the
Class A Common Stock for the periods indicated.
 
<TABLE>
<CAPTION>
                                                                      PRICES
                                                                    PER SHARE
                                                                ------------------
                      QUARTERLY PERIOD                           HIGH        LOW
                      ----------------                           ----        ---
<S>                                                             <C> <C>    <C> <C>
FISCAL YEAR ENDED FEBRUARY 28, 1997
  First Quarter.............................................    $46  3/4   $35
  Second Quarter............................................     52  1/2    41  1/4
  Third Quarter.............................................     53  1/2    31  3/4
  Fourth Quarter............................................     39  1/2    30
FISCAL YEAR ENDED FEBRUARY 28, 1998
  First Quarter.............................................     39  1/4    33  3/4
  Second Quarter............................................     49  3/4    36  1/2
  Third Quarter.............................................     47  7/8    43  1/4
  Fourth Quarter............................................     49  1/2    44
FISCAL YEAR ENDED FEBRUARY 28, 1999
  First Quarter (through May 6, 1998).......................     55 1/16    47  3/8
</TABLE>
 
     The last reported sale price of the Class A Common Stock on The NASDAQ
National Market on May 6, 1998 was $48 1/4 per share. As of May 5, 1998, there
were 622 registered holders of Class A Common Stock.
 
     The Company has followed a policy of retaining earnings for use in its
business rather than paying any dividends, has not paid dividends and does not
anticipate paying any dividends on shares of its Common Stock in the foreseeable
future. Under the Existing Credit Facility, the Company is restricted in its
ability to pay cash dividends on its Common Stock.
 
                                       23
<PAGE>   25
 
                                 CAPITALIZATION
 
     The following table sets forth the capitalization of the Company as of
February 28, 1998 on an actual basis and on a pro forma basis as adjusted giving
effect to (i) the Offering and the costs incurred in connection with entering
into the New Credit Facility, (ii) the WQCD Acquisition, (iii) the SF
Acquisition and (iv) the Wabash Valley Acquisition, as if such transactions had
occurred on February 28, 1998. The following table should be read in conjunction
with the Company's Consolidated Financial Statements and the notes thereto
incorporated by reference herein.
 
<TABLE>
<CAPTION>
                                                                  FEBRUARY 28, 1998
                                                              --------------------------
                                                                              PRO FORMA
                                                               ACTUAL        AS ADJUSTED
                                                               ------        -----------
                                                                    (IN THOUSANDS)
<S>                                                           <C>            <C>
Short-term debt, including current maturities(1)............  $     51        $     51
                                                              ========        ========
Long-term debt, excluding current maturities:
  Credit facility...........................................  $215,000        $552,544
  Capital leases............................................       127             127
  Hungarian radio debt(2)...................................    16,244          16,244
                                                              --------        --------
       Total long-term debt.................................   231,371         568,915
                                                              --------        --------
Shareholders' equity:
  Class A Common Stock, $.01 par value, authorized
     34,000,000 shares, issued and outstanding 8,430,660
     shares, 13,350,660 shares as adjusted(3)...............        84             133
  Class B Common Stock, $.01 par value, authorized 6,000,000
     shares, issued and outstanding 2,560,894 shares,
     2,265,894 shares as adjusted(3)........................        26              23
  Additional paid-in capital................................    72,753         283,163
  Accumulated deficit.......................................   (27,653)        (29,937)
                                                              --------        --------
       Total shareholders' equity...........................    45,210         253,382
                                                              --------        --------
          Total capitalization..............................  $276,581        $822,297
                                                              ========        ========
</TABLE>
 
- -------------------------
(1) Includes current portion of capital leases.
 
(2) Includes license fee obligation to the Hungarian government and bonds and
    notes payable to minority shareholders of the Company's Hungarian
    subsidiary.
 
(3) Includes the effect of the automatic conversion of 295,000 shares of Class B
    Common Stock to Class A Common Stock upon sale by the Selling Shareholder.
 
                                       24
<PAGE>   26
 
                 SELECTED CONSOLIDATED FINANCIAL AND OTHER DATA
 
     The selected consolidated financial and other data has been derived, except
as otherwise noted, from the consolidated financial statements of the Company
for the years ended February (29) 28, 1994, 1995, 1996, 1997 and 1998 audited by
Arthur Andersen LLP. The unaudited pro forma as adjusted operating and other
data reflects adjustments to the condensed consolidated historical operating
data of the Company to give effect to (i) the Consummated Acquisitions and the
disposition of WALC-AM, all of which occurred during the year ended February 28,
1998, (ii) the Offering and the New Credit Facility, (iii) the WQCD Acquisition,
(iv) the SF Acquisition, and (v) the Wabash Valley Acquisition, as if such
transactions had occurred at the beginning of the year presented. The unaudited
pro forma as adjusted balance sheet data reflects (i) the Offering and the costs
incurred in connection with entering into the New Credit Facility, (ii) the WQCD
Acquisition, (iii) the SF Acquisition and (iv) the Wabash Valley Acquisition, as
if such transactions had occurred on February 28, 1998. The selected
consolidated financial and other data presented below should be read in
conjunction with, and is qualified in its entirety by reference to, the
Company's consolidated financial statements for the years ended February (29)
28, 1996, 1997, and 1998 (the "Consolidated Financial Statements") and related
notes and "Management's Discussion and Analysis of Financial Condition and
Results of Operations," incorporated by reference in this Prospectus, and to the
"Unaudited Pro Forma Condensed Consolidated Financial Information" and notes
thereto contained elsewhere in this Prospectus.
 
<TABLE>
<CAPTION>
                                                                          YEAR ENDED FEBRUARY (29) 28,
                                                  ----------------------------------------------------------------------------
                                                                                                                    PRO FORMA
                                                                                                                   AS ADJUSTED
                                                     1994         1995         1996         1997         1998         1998
                                                     ----         ----         ----         ----         ----      -----------
                                                                     (IN THOUSANDS, EXCEPT PER SHARE DATA)         (UNAUDITED)
<S>                                               <C>          <C>          <C>          <C>          <C>          <C>
OPERATING DATA:
  Net broadcasting revenues.....................  $   50,311   $   66,815   $   99,830   $  103,292   $  125,855   $  204,675
  Broadcasting operating expenses...............      29,368       38,794       53,948       52,839       67,646      118,618
  Publication and other revenue, net of
    operating expenses..........................         657          593          896          834        1,204        3,776
  International business development expenses...          --          313        1,264        1,164          999          999
  Corporate expenses............................       2,765        3,700        4,419        5,929        6,846        9,286
  Time brokerage fee............................          --           --           --           --        5,667           --
  Amortization of television program rights.....          --           --           --           --           --        5,901
  Depreciation and amortization.................       2,812        3,827        5,677        5,481        7,536       30,434
  Noncash compensation..........................       1,725          600        3,667        3,465        4,882        4,882
  Operating income..............................      14,298       20,174       31,751       35,248       33,483       38,331
  Interest expense(1)...........................      13,588        7,849       13,540        9,633       13,772       45,125
  Loss on donation of radio station.............          --           --           --           --        4,833           --
  Other income (expense), net...................        (367)        (170)        (303)         325            6           61
  Income (loss) before income taxes and
    extraordinary item..........................         343       12,155       17,908       25,940       14,884       (6,733)
  Income (loss) before extraordinary item.......        (957)       7,627       10,308       15,440        8,984       (3,986)
  Net income (loss).............................  $   (4,365)  $    7,627   $   10,308   $   15,440   $    8,984   $   (3,986)
  Basic net income (loss) per share.............     (2)       $      .72   $      .96   $     1.41   $      .82   $     (.26)
  Diluted net income (loss) per share...........     (2)       $      .70   $      .93   $     1.37   $      .79   $     (.26)
  Weighted average common shares outstanding --
    Basic.......................................               10,557,328   10,690,677   10,942,996   10,903,333   15,528,333
  Weighted average common shares outstanding --
    Diluted.....................................               10,831,695   11,083,504   11,291,225   11,377,765   15,528,333
OTHER DATA:
Broadcast cash flow(3)..........................      20,943       28,021       45,882       50,453       58,209       81,422
Broadcast cash flow margin(4)...................       41.6%        41.9%        46.0%        48.8%        46.3%        39.8%
EBITDA(5).......................................      18,836       24,601       41,095       44,194       51,568       74,913
Capital expenditures(6).........................         659        1,081        1,396        7,559       16,991       20,876
</TABLE>
 
<TABLE>
<CAPTION>
                                                                               FEBRUARY (29) 28,
                                                  ----------------------------------------------------------------------------
                                                                                                                    PRO FORMA
                                                                                                                   AS ADJUSTED
                                                     1994         1995         1996         1997         1998         1998
                                                     ----         ----         ----         ----         ----      -----------
                                                                                 (IN THOUSANDS)                    (UNAUDITED)
<S>                                               <C>          <C>          <C>          <C>          <C>          <C>
BALANCE SHEET DATA:
Cash and cash equivalents.......................  $    1,607   $    3,205   $    1,218   $    1,191   $    5,785   $    3,364
Working capital.................................       6,210       10,088       14,761       15,463       23,083       25,028
Net intangible assets (7).......................      30,751      139,729      135,830      131,743      234,558      789,424
Total assets....................................      57,849      183,441      176,566      189,716      333,388      939,083
Total debt, including current portion...........      92,345      152,322      124,257      115,172      231,422      568,966
Redeemable preferred stock......................      11,250           --           --           --           --           --
Shareholders' equity (deficit)..................     (54,229)      (2,661)      13,884       34,422       45,210      253,382
</TABLE>
 
                                            (footnotes appear on following page)
 
                                       25
<PAGE>   27
 
(footnotes from previous page)
- -------------------------
(1) Includes debt issuance cost and interest rate cap amortization of $3,263,
    $660, $1,742, $1,071 and $2,183 for the years ended February (29) 28, 1994
    through 1998, respectively, and $1,253 on a pro forma basis for the year
    ended February 28, 1998.
 
(2) On March 1, 1994, the Company closed on its initial public offering of its
    Class A Common Stock. Accordingly, basic and diluted net income per share
    information is not applicable for the year ended February 24, 1994.
 
(3) The performance of a broadcast group, such as Emmis, is customarily measured
    by the ability of its stations to generate broadcast cash flow. Broadcast
    cash flow is not a measure of liquidity or of performance calculated in
    accordance with generally accepted accounting principles, and should be
    viewed as a supplement to and not as a substitute for the Company's results
    of operations presented on the basis of generally accepted accounting
    principles. The Company believes that broadcast cash flow is useful because
    it is generally recognized by the broadcasting industry as a measure of
    performance and is used by analysts who report on the performance of
    broadcasting companies. However, broadcast cash flow is not a standardized
    measure and may be calculated in a number of ways. Emmis defines broadcast
    cash flow as advertising revenues net of agency commissions, less
    broadcasting operating expenses and cash paid for television program rights.
    The primary source of advertising revenues is the sale of advertising time
    to local and national advertisers. The most significant broadcasting
    operating expenses are employee salaries and commissions, costs associated
    with programming, advertising and promotion, and station general and
    administrative costs.
 
(4) Broadcast cash flow margin is defined as broadcast cash flow divided by net
    broadcasting revenues.
 
(5) EBITDA is defined as broadcast cash flow plus publication and other revenue,
    net of operating expenses, less international business development expenses
    and corporate expenses.
 
(6) Capital expenditures for the year ended February 28, 1998 consisted
    primarily of progress payments totaling $11,775 in connection with the
    construction of the Company's new Indianapolis office and studio facility.
 
(7) Net intangible assets consist primarily of FCC licenses and excess of cost
    over fair value of net assets of purchased businesses, net of accumulated
    amortization.
 
                                       26
<PAGE>   28
 
        UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION
 
     The following unaudited pro forma condensed consolidated financial
information reflects the unaudited pro forma condensed consolidated balance
sheet of the Company as of February 28, 1998 and the unaudited pro forma
condensed consolidated results of operations of the Company for the year ended
February 28, 1998. The unaudited pro forma condensed consolidated balance sheet
reflects (i) the Offering and the costs incurred in connection with entering
into the New Credit Facility, (ii) the WQCD Acquisition, (iii) the SF
Acquisition and (iv) the Wabash Valley Acquisition, as if such transactions had
occurred on February 28, 1998. The unaudited pro forma condensed consolidated
statement of operations reflects adjustments to the condensed consolidated
historical operating data of the Company to give effect to (i) the Consummated
Acquisitions and the disposition of WALC-AM, all of which occurred during the
year ended February 28, 1998, (ii) the New Credit Facility, and the Offering,
(iii) the WQCD Acquisition, (iv) the SF Acquisition, and (v) the Wabash Valley
Acquisition, as if such transactions had occurred at the beginning of the year
presented. Except as otherwise noted, the unaudited pro forma condensed
consolidated financial information is based on historical consolidated financial
statements of the Company and the entities from which assets were acquired or
are expected to be acquired in connection with certain of the transactions
referred to above, and should be read in conjunction with the Company's
consolidated financial statements for the year ended February 28, 1998, the
financial statements for Tribune New York Radio, Inc. (WQCD-FM) for the year
ended December 28, 1997, and the combined financial statements of SF
Broadcasting for the year ended December 28, 1997, each of which has been
incorporated by reference in this Prospectus. In the opinion of management, all
adjustments necessary to fairly present pro forma information have been made.
 
     The unaudited pro forma information is presented for illustrative purposes
only and is not indicative of the operating results or financial position that
would have occurred if the transactions referred to above had been consummated
on the dates indicated, nor is it indicative of future operating results or
financial position if the pending transactions referred to above were completed.
 
            UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
 
<TABLE>
<CAPTION>
                                                                           FEBRUARY 28, 1998
                                       ------------------------------------------------------------------------------------------
                                                    NEW CREDIT                                           WABASH
                                                     FACILITY           WQCD              SF             VALLEY
                                        ACTUAL     AND OFFERING      ACQUISITION      ACQUISITION      ACQUISITION      PRO FORMA
                                        ------     ------------      -----------      -----------      -----------      ---------
                                                                 (IN THOUSANDS, EXCEPT PER SHARE DATA)
<S>                                    <C>         <C>               <C>              <C>              <C>              <C>
Current Assets
  Cash and cash equivalents..........  $  5,785     $  (2,421)(1)     $     --         $     --          $    --        $  3,364
  Accounts receivable, net...........    32,120            --               --               --               --          32,120
  Prepaid expenses...................     4,900            --               --               --               --           4,900
  Income tax refunds receivable......     4,968         1,522(2)            --               --               --           6,490
  Other..............................     3,379            --               --            5,781(5)         1,642(5)       10,802
                                       --------     ---------         --------         --------          -------        --------
      Total current assets...........    51,152          (899)              --            5,781            1,642          57,676
Property and equipment, net..........    33,446            --            5,925(4)        18,386(5)        14,090(5)       71,847
Intangible assets, net...............   234,558            --          197,475(4)       283,878(5)        72,513(5)      789,424
Other assets, net....................    14,232         6,500(2)            --            1,455(5)         1,755(5)       20,136
                                       --------                       --------         --------          -------        --------
                                                       (3,806)(2)
                                                    ---------
      Total assets...................  $333,388     $   1,795         $203,400         $309,500          $91,000        $939,083
                                       ========     =========         ========         ========          =======        ========
Current Liabilities
  Current maturities of long-term
    debt.............................  $     51     $      --         $     --         $     --          $    --        $     51
  Accounts payable...................    13,140            --               --               --                           13,140
  Accrued salaries and commissions...     2,893            --               --               --               --           2,893
  Accrued interest...................     2,421        (2,421)(1)           --               --               --              --
  Deferred revenue...................     7,985            --               --               --               --           7,985
  Other current liabilities..........     1,579            --            7,000(4)            --               --           8,579
                                       --------     ---------         --------         --------          -------        --------
      Total current liabilities......    28,069        (2,421)           7,000               --               --          32,648
Long-term debt, net of current
  maturities.........................   231,371      (203,956)(3)      141,000(4)       309,500(5)        91,000(5)      568,915
Other noncurrent liabilities.........       604            --               --               --               --             604
Minority interest....................     1,875            --               --               --               --           1,875
Deferred income taxes................    26,259            --           55,400(4)            --               --          81,659
                                       --------     ---------         --------         --------          -------        --------
      Total liabilities..............   288,178      (206,377)         203,400          309,500           91,000         685,701
                                       --------     ---------         --------         --------          -------        --------
Shareholders' Equity
  Class A Common Stock...............        84            49(3)            --               --               --             133
  Class B Common Stock...............        26            (3)              --               --               --              23
  Additional paid-in capital.........    72,753       210,410(3)            --               --               --         283,163
  Accumulated deficit................   (27,653)       (2,284)(2)           --               --               --         (29,937)
                                       --------     ---------         --------         --------          -------        --------
      Total shareholders' equity.....    45,210       208,172               --                                --         253,382
                                       --------     ---------         --------         --------          -------        --------
      Total liabilities and
        shareholders' equity.........  $333,388     $   1,795         $203,400         $309,500          $91,000        $939,083
                                       ========     =========         ========         ========          =======        ========
</TABLE>
 
                                            (footnotes appear on following page)
 
                                       27
<PAGE>   29
 
(footnotes from previous page)
- -------------------------
(1) Reflects payment of accrued interest for the debt retired.
 
(2) Reflects (i) write off of deferred debt issuance costs due to entering into
    the New Credit Facility ($3,806) and the tax effects thereof ($1,522) and
    (ii) deferral of estimated debt issuance costs incurred in connection with
    entering into the New Credit Facility ($6,500).
 
(3) Reflects application of the $210,456 net proceeds from the Offering
    resulting from the issuance of 4.625 million shares of Class A Common Stock
    at $48.25 per share to partially repay ($203,956) amounts outstanding under
    the Existing Credit Facility and to pay costs associated with the New Credit
    Facility ($6,500).
 
(4) Reflects the WQCD Acquisition for an assumed cash purchase price of $141.0
    million plus $7.0 million of net current liabilities assumed and $55.4
    million of deferred tax liabilities resulting from the transaction. The
    funding of the purchase price reflects $141.0 million in borrowings under
    the New Credit Facility. Acquisition costs have been allocated to property
    and equipment at 100% of predecessor company's value at December 28, 1997.
    The remaining residual purchase price is allocated to broadcast licenses.
 
(5) Reflects the SF Acquisition for a cash purchase price of $307.0 million plus
    estimated acquisition-related costs of $2.5 million and the Wabash Valley
    Acquisition for a cash purchase price of $90.0 million plus estimated
    acquisition-related costs of $1.0 million. Assumes the acquisition cost was
    funded 100% by borrowings under the New Credit Facility. Acquisition costs
    are allocated to property and equipment at 90% of the predecessor company's
    historical cost at December 28, 1997. Acquisition cost allocated to program
    rights, included in other current assets and other noncurrent assets, is
    reflected at the predecessor company's carrying value at December 28, 1997.
    The remaining residual purchase price is allocated to broadcast licenses.
 
                                       28
<PAGE>   30
 
       UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
<TABLE>
<CAPTION>
                                              YEAR ENDED FEBRUARY 28, 1998
                               -----------------------------------------------------------
                                                               NEW CREDIT
                                             CONSUMMATED        FACILITY
                                            ACQUISITIONS/         AND             WQCD
                                 ACTUAL       FACILITY          OFFERING       ACQUISITION
                                 ------     -------------      ----------      -----------
                                          (IN THOUSANDS, EXCEPT PER SHARE DATA)
<S>                            <C>          <C>                <C>             <C>
Net broadcasting revenues....  $  125,855      $ 1,975(3)      $      --        $  6,773(7)
Broadcasting operating
  expenses...................      67,646        1,430(3)             --           3,570(7)
Publication and other
  revenue, net of operating
  expenses...................       1,204        2,572(3)             --              --
International business
  development expenses.......         999           --                --              --
Corporate expenses...........       6,846           --                --              --
Time brokerage fee...........       5,667           --                --          (5,667)(7)
Amortization of television
  program rights.............          --           --                --              --
Depreciation and
  amortization...............       7,536        3,540(3)             --           5,783(8)
Noncash compensation.........       4,882           --                --              --
                               ----------      -------         ---------        --------
Operating income (loss)......      33,483         (423)               --           3,087
                               ----------      -------         ---------        --------
Other income (expense):
  Interest expense(1)........     (13,772)      (3,713)(3)        16,598(4)      (11,193)(9)
                                                                  (1,253)(5)
  Loss on donation of radio
    station..................      (4,833)       4,833(3)             --              --
  Other income, net..........           6           --                --              --
                               ----------      -------         ---------        --------
    Total other income
      (expense)..............     (18,599)       1,120            15,345         (11,193)
                               ----------      -------         ---------        --------
Income (loss) before income
  taxes......................      14,884          697            15,345          (8,106)
Provision (benefit) for
  income taxes(2)............       5,900          279             6,138          (3,242)
                               ----------      -------         ---------        --------
Net income (loss)............  $    8,984      $   418         $   9,207        $ (4,864)
                               ==========      =======         =========        ========
Basic net income (loss) per
  share......................  $      .82
                               ==========
Diluted net income (loss) per
  share......................  $      .79
                               ==========
Weighted average common
  shares outstanding:
  Basic......................  10,903,333           --         4,625,000(6)           --
  Diluted....................  11,377,765           --         4,625,000(6)           --
OTHER DATA:
Cash paid for television
  program rights.............  $       --      $    --         $      --        $     --
Broadcast cash flow..........      58,209          545                --           3,203
EBITDA.......................      51,568        3,117                --           3,203
Capital expenditures.........      16,991          227                --              --
 
<CAPTION>
                                       YEAR ENDED FEBRUARY 28, 1998
                               --------------------------------------------
 
                                                  WABASH
                                   SF             VALLEY
                               ACQUISITION      ACQUISITION      PRO FORMA
                               -----------      -----------      ---------
                                  (IN THOUSANDS, EXCEPT PER SHARE DATA)
<S>                            <C>              <C>              <C>
Net broadcasting revenues....   $ 52,934(10)      $17,138(13)    $  204,675
Broadcasting operating
  expenses...................     35,247(10)       10,725(13)       118,618
Publication and other
  revenue, net of operating
  expenses...................         --               --             3,776
International business
  development expenses.......         --               --               999
Corporate expenses...........      1,940(10)          500(13)         9,286
Time brokerage fee...........         --               --                --
Amortization of television
  program rights.............      4,199(10)        1,702(13)         5,901
Depreciation and
  amortization...............      9,724(11)        3,851(11)        30,434
Noncash compensation.........         --               --             4,882
                                --------          -------        ----------
Operating income (loss)......      1,824              360            38,331
                                --------          -------        ----------
Other income (expense):
  Interest expense(1)........    (24,568)(12)      (7,224)(14)      (45,125)
  Loss on donation of radio
    station..................         --               --                --
  Other income, net..........         55(10)           --                61
                                --------          -------        ----------
    Total other income
      (expense)..............    (24,513)          (7,224)          (45,064)
                                --------          -------        ----------
Income (loss) before income
  taxes......................    (22,689)          (6,864)           (6,733)
Provision (benefit) for
  income taxes(2)............     (9,076)          (2,746)           (2,747)
                                --------          -------        ----------
Net income (loss)............   $(13,613)         $(4,118)       $   (3,986)
                                ========          =======        ==========
Basic net income (loss) per
  share......................                                    $     (.26)
                                                                 ==========
Diluted net income (loss) per
  share......................                                    $     (.26)
                                                                 ==========
Weighted average common
  shares outstanding:
  Basic......................         --               --        15,528,333
  Diluted....................         --               --        15,528,333(15)
OTHER DATA:
Cash paid for television
  program rights.............   $  3,030          $ 1,605        $    4,635
Broadcast cash flow..........     14,657            4,808            81,422
EBITDA.......................     12,717            4,308            74,913
Capital expenditures.........      3,274              384            20,876
</TABLE>
 
- -------------------------
(1) Reflects pro forma interest expense for the year ended February 28, 1998
    resulting from borrowings under the New Credit Facility assuming all
    probable acquisitions had occurred as of the beginning of the year and
    assuming an interest rate of 7.938%.
 
(2) Assumes an effective tax rate of approximately 40% on all adjustments.
 
(3) Includes the Consummated Acquisitions and the disposition of WALC-AM,
    assuming the acquisitions and disposition occurred at the beginning of the
    year.
 
(4) Reflects elimination of interest expense and amortization of debt issuance
    costs and interest rate caps resulting from repayment of borrowings under
    the Existing Credit Facility by application of $204.0 million of the assumed
    net proceeds of the Offering and repayment of the remaining borrowings under
    the Existing Credit Facility ($11.0 million) by borrowings under the New
    Credit Facility.
 
                                       29
<PAGE>   31
 
(5) Reflects amortization of debt issuance costs and interest rate caps related
    to entering into the New Credit Facility.
 
(6) Reflects issuance of 4.625 million shares of Class A Common Stock at $48.25
    per share resulting from the Offering.
 
(7) Reflects the historical results of WQCD-FM in New York City for the period
    from March 1, 1997 to June 30, 1997. Actual operating results for the period
    from July 1, 1997 to February 28, 1998 are reflected in historical
    operations because the Company began operating the station on July 1, 1997
    under a time brokerage agreement. The time brokerage fees for pro forma
    purposes have been eliminated.
 
(8) Reflects pro forma depreciation of property and equipment and amortization
    expense for the year ended February 28, 1998 resulting from the allocation
    of the acquisition cost of the station.
 
(9) Pro forma interest expense reflects the cash purchase price of the radio
    station of $141.0 million assuming the purchase price was funded 100% by
    borrowings under the New Credit Facility.
 
(10) Reflects the historical operating results of the SF TV Stations for the
     year ended December 28, 1997, exclusive of depreciation and amortization.
 
(11) Reflects twelve months of pro forma depreciation of property and equipment
     and amortization expense resulting from the allocation of the purchase
     price of the television stations.
 
(12) Pro forma interest expense reflects the cash purchase price of the stations
     of $307.0 million plus estimated acquisition-related costs of $2.5 million
     assuming the acquisition costs were funded 100% by borrowings under the
     Credit Facility.
 
(13) Reflects the historical operating results of the Wabash Valley TV Stations
     for the year ended December 28, 1997, exclusive of depreciation and
     amortization.
 
(14) Pro forma interest expense reflects the cash purchase price of the stations
     of $90.0 million plus estimated acquisition-related costs of $1.0 million.
 
(15) Due to net loss, weighted average common shares outstanding for diluted net
     income (loss) per share is the same as weighted average common shares
     outstanding for basic net income (loss) per share.
 
                                       30
<PAGE>   32
 
                                    BUSINESS
 
     The Company is a diversified media company with radio broadcasting and
magazine publishing operations and, following the consummation of two pending
acquisitions, television broadcasting operations. In 1997 the Company ranked as
the eighth largest radio broadcaster in the United States based on total number
of listeners and the ninth largest radio broadcaster in the United States based
on total revenue. The Radio Stations, consisting of eleven FM radio stations and
two AM radio stations owned or operated by the Company in the United States,
serve the nation's three largest radio markets of New York City, Los Angeles and
Chicago, as well as St. Louis and Indianapolis. These markets accounted for
approximately $1.7 billion in radio advertising revenues in calendar year 1997
as reported in Duncan's Radio Market Guide (1998 ed.). The Company has entered
into agreements to purchase the Television Stations, consisting of six
network-affiliated television stations located in New Orleans, Louisiana,
Mobile, Alabama, Green Bay, Wisconsin, Honolulu, Hawaii, Fort Myers, Florida and
Terre Haute, Indiana. All of the Television Stations are VHF stations except the
Fort Myers station, which is a UHF station. The markets served by the Television
Stations accounted for approximately $360 million in television advertising
revenue in calendar year 1997 as reported in the 1998 BIA Report. The Company
expects to complete the purchase of the Television Stations in late 1998.
 
     The Company also operates a national radio station in Hungary and news and
agriculture information networks in Indiana, publishes Indianapolis Monthly,
Atlanta, Cincinnati and Texas Monthly magazines and engages in various
businesses ancillary to its broadcasting business, such as consulting and
broadcast tower leasing.
 
     Through a combination of acquisitions and internal growth, the Company's
broadcast cash flow has grown from $15.3 million (when the Company owned five
radio stations) in fiscal 1993 to $81.4 million in fiscal 1998 (on a pro forma
basis after giving effect to the Acquisition Transactions) and the radio
stations acquired by the Company during fiscal 1998. The Company has
successfully created top-performing radio stations that are ranked, in terms of
primary demographic target audience share, among the top ten stations in the New
York City, Los Angeles, Chicago, St. Louis and Indianapolis radio markets
according to the Winter 1998 Arbitron Survey published by Arbitron. This
success, along with awards from organizations such as the National Association
of Broadcasters and Billboard and Rolling Stone magazines, has come primarily as
a result of the Company's ability to attract and retain an experienced team of
broadcast professionals who have focused on creating innovative programming and
developing effective marketing and advertising sales programs. In addition, the
Company believes that the location of its Radio Stations in large markets makes
it attractive to radio advertisers and that the diversity of its radio markets
reduces its dependence on any one economic sector or specific advertiser.
 
     The Company's overall strategy is to acquire underdeveloped media
properties in desirable markets and then to create value for the Company's
shareholders by developing those properties to enhance their cash flow. The
Company has successfully implemented this strategy with radio broadcasting
stations and with city magazines. The Company believes that it will be able to
utilize its expertise in broadcast operations, programming and advertising sales
in applying this strategy to the Television Stations which, like the radio
stations previously acquired by the Company, are underdeveloped properties
located in desirable markets, which can benefit from innovative, research-based
programming and the Company's experienced management team. Each of the SF TV
Stations experienced ratings declines following a change in affiliation to the
Fox television network from affiliation with other networks. The Company
believes that the ratings and broadcast cash flow of the Television Stations can
be improved with a more market-focused, research-based programming approach and
other related strategies. See "-- Business Strategy."
 
     Upon consummation of the purchase of the Television Stations, the Company
plans to create a separate television division. The Company has signed a letter
of intent with Greg Nathanson, President of Programming and Development at
Twentieth Television, to manage the Company's television division. See "Recent
Developments -- New Television Management Structure."
 
                                       31
<PAGE>   33
 
RADIO STATIONS
 
     The following table sets forth certain information regarding the Radio
Stations operated by the Company and their broadcast markets:
 
<TABLE>
<CAPTION>
                                                                                            RANKING IN
         STATION             MARKET     STATION      PRIMARY                                  PRIMARY
           AND              RANK BY     AUDIENCE   DEMOGRAPHIC                              DEMOGRAPHIC
         MARKET            REVENUE(1)   SHARE(2)   TARGET AGES            FORMAT             TARGET(3)
         -------           ----------   --------   -----------            ------            -----------
<S>                        <C>          <C>        <C>           <C>                        <C>
Los Angeles..............       1
  KPWR-FM................                 4.0         12-24      Dance/Contemporary Hit          1
New York.................       2
  WQHT-FM................                 5.5         12-24      Dance/Contemporary Hit          1
  WRKS-FM................                 4.2         25-54      Classic Soul/Smooth R&B         5
  WQCD-FM(4).............                 3.2         25-54      Contemporary Jazz              6t
Chicago..................       3
  WKQX-FM................                 3.0         18-34      New Rock                        4
St. Louis................      18
  KSHE-FM................                 5.0         18-34      Album Oriented Rock             4
  WKKX-FM................                 4.2         18-34      Country                         5
  WALC-FM................                 2.9         18-44      Modern Adult Contemporary      7t
Indianapolis.............      30
  WENS-FM................                 5.5         25-54      Adult Contemporary              4
  WIBC-AM................                 8.5         35-64      News/Talk                       3
  WNAP-FM................                 4.7         25-54      Classic Rock                    5
  WTLC-FM................                 5.5         25-34      Urban Contemporary              2
  WTLC-AM................                 1.2         25-54      Solid Gold Soul, Gospel
                                                                 and Talk                       18
</TABLE>
 
- -------------------------
(1) "Market Rank by Revenue" is the ranking of the market revenue size of the
    principal radio market served by the station among all radio markets in the
    United States. Market revenue and ranking figures are from Duncan's Radio
    Market Guide (1998 ed.). The Company owns a 40% equity interest in the
    publisher of Duncan's Radio Market Guide.
 
(2) "Station Audience Share" is from the Winter 1998 Arbitron Survey. The
    generally accepted method of measuring the relative size of a radio
    station's audience is by reference to total persons, age 12 and older,
    Monday-Sunday, 6 a.m.-Midnight Average Quarter Hour ("AQH") shares as
    published by Arbitron. Arbitron periodically samples radio listeners in
    defined market areas, principally through the use of diaries returned by
    selected listeners. A station's AQH share is a percentage computed by
    dividing the average number of persons listening to a particular station for
    at least five minutes during an average quarter hour in a given time period
    by the average number of such persons for all stations in the market area.
    Arbitron compiles ratings data for various demographic groups as well as for
    total persons age 12 and older.
 
(3) "Ranking in Primary Demographic Target" is the ranking of the station among
    all radio stations in its market and is based on the station's AQH share in
    the primary demographic target according to the Winter 1998 Arbitron Survey.
    A "t" indicates the station tied with another station for the stated
    ranking.
 
(4) This station is currently being operated by the Company under a time
    brokerage agreement pending its purchase by the Company. See "Recent
    Developments -- WQCD Acquisition."
 
TELEVISION STATIONS
 
     Effective March 30, 1998, the Company entered into a definitive agreement
to acquire the SF TV Stations, consisting of televisions stations WVUE-TV, New
Orleans, Louisiana; WALA-TV, Mobile,
 
                                       32
<PAGE>   34
 
Alabama; WLUK-TV, Green Bay, Wisconsin; and KHON-TV, Honolulu, Hawaii, for
approximately $307 million, with $257 million payable in cash at closing, $25
million payable at closing in either cash or Class A Common Stock at the
Company's option, and $25 million with interest at 8% per annum payable one year
after closing in either cash or Class A Common Stock at the Company's option.
The Company currently anticipates that it will pay all of the purchase price in
cash. The following table sets forth certain information regarding the SF TV
Stations and the markets in which they operate:
 
<TABLE>
<CAPTION>
                                                                              NUMBER OF               STATION     LICENSE
TELEVISION        METROPOLITAN         AFFILIATION/   HOUSEHOLDS     DMA       STATIONS     STATION   AUDIENCE   EXPIRATION
 STATION          AREA SERVED            CHANNEL      IN DMA(1)    RANK(1)   IN MARKET(2)   RANK(3)   SHARE(4)      DATE
- ----------        ------------         ------------   ----------   -------   ------------   -------   --------   ----------
<S>         <C>                        <C>            <C>          <C>       <C>            <C>       <C>        <C>
WVUE-TV     New Orleans, LA             Fox/8          623,000       41           6            4          8        6/1/05
WALA-TV     Mobile, AL-Pensacola, FL    Fox/10         450,000       62           5            3         10        4/1/05
WLUK-TV(5)  Green Bay, WI               Fox/11         381,000       70           5            4          9       12/1/05
KHON-TV(5)  Honolulu, HI                Fox/2          380,000       71           6            2         15        2/1/99
</TABLE>
 
- -------------------------
(1) Estimated by the Nielsen as of January 1998. Rankings are based on the
    relative size of a station's market among the 211 generally recognized DMAs.
 
(2) Represents the number of television stations designated by Nielsen as
    'local' to the DMA, excluding public television stations and stations which
    do not meet minimum Nielsen reporting standards (i.e., a weekly cumulative
    audience of less than 2.5%) for reporting in the Sunday through Saturday,
    9:00 a.m. to midnight time period.
 
(3) Reflects the station's rank relative to other Reportable Stations based upon
    the DMA rating as reported by Nielsen from 9:00 a.m. to midnight, Sunday
    through Saturday during February 1998.
 
(4) Reflects an estimate of the share of DMA households viewing television
    received by a local commercial station in comparison to other local
    commercial stations in the market as measured from 9:00 a.m. to midnight,
    Sunday through Saturday.
 
(5) As part of the SF Acquisition, the Company will also acquire KAII-TV and
    KHAW-TV, which operate as satellite stations of KHON-TV and primarily
    re-broadcast the signal of KHON-TV. The stations are considered one station
    for FCC multiple ownership purposes. Low power television translators W40AN
    and K55D2 retransmit stations WLUK-TV and KHON-TV, respectively.
 
     Effective March 20, 1998, the Company entered into a definitive agreement
to acquire the Wabash Valley TV Stations, consisting of television stations
WFTX-TV, Fort Myers, Florida and WTHI-TV, Terre Haute, Indiana, as well as three
radio stations, for approximately $90 million in cash. The following table sets
forth certain information regarding the Wabash Valley TV Stations and the
markets in which they operate:
 
<TABLE>
<CAPTION>
                                                                              NUMBER OF               STATION     LICENSE
TELEVISION        METROPOLITAN         AFFILIATION/   HOUSEHOLDS     DMA       STATIONS     STATION   AUDIENCE   EXPIRATION
 STATION          AREA SERVED            CHANNEL      IN DMA(1)    RANK(1)   IN MARKET(2)   RANK(3)   SHARE(4)      DATE
- ----------        ------------         ------------   ----------   -------   ------------   -------   --------   ----------
<S>         <C>                        <C>            <C>          <C>       <C>            <C>       <C>        <C>
WFTX-TV     Fort Myers, FL              Fox/36         320,000        83          5            4          7        2/1/05
WTHI-TV     Terre Haute, IN             CBS/10         157,000       140          3            1         29        8/1/05
</TABLE>
 
- -------------------------
(1) Estimated by Nielsen as of January 1998. Rankings are based on the relative
    size of a station's market among the 211 generally recognized DMAs.
 
(2) Represents the number of television stations designated by Nielsen as
    "local" to the DMA, excluding public television stations and stations which
    do not meet minimum Nielsen reporting standards (i.e., a weekly cumulative
    audience of less than 2.5%) for reporting in the Sunday through Saturday,
    9:00 a.m. to midnight time period.
 
(3) Reflects the station's rank relative to other Reportable Stations based upon
    the DMA rating as reported by Nielsen from 9:00 a.m. to midnight, Sunday
    through Saturday during February 1998.
 
(4) Reflects an estimate of the share of DMA households viewing television
    received by a local commercial station in comparison to other local
    commercial stations in the market as measured from 9:00 a.m. to midnight,
    Sunday through Saturday.
 
                                       33
<PAGE>   35
 
     The three radio stations included in the Wabash Valley Acquisition are
WTHI-FM, WTHI-AM and WWVR-FM in Terre Haute, Indiana. WTHI-FM currently operates
in a Country format and was the number one station in the Terre Haute market,
according to the Fall 1997 Arbitron Survey, which is the most recent ratings
information available for this market. WTHI-AM currently operates in a Talk
format and was tied for the number eight station overall in the Terre Haute
market according to the Fall 1997 Arbitron Survey. WWVR-FM (which is now in the
process of being acquired by the seller under the Wabash Valley Acquisition
agreement currently operates in a Religious format and was the number seven
station overall in the Terre Haute market according to the Fall 1997 Arbitron
Survey. The Company's ownership of these Terre Haute radio stations, together
with television station WTHI-TV, will require a waiver of the FCC's multiple
ownership rules. The Company has applied for the waiver, but if not granted by
the FCC, the Company may be required to divest its ownership of one or more of
the Terre Haute radio stations. Terre Haute ranks 172nd by radio advertising
revenue according to Duncan's Radio Market Guide (1998 ed.).
 
BUSINESS STRATEGY
 
     The Company is committed to maintaining its leadership positions in
broadcasting, enhancing the performance of its broadcast properties, and
distinguishing itself through the quality of its operations. The Company intends
to selectively grow through acquisition. The Company has a successful track
record of acquiring underperforming radio stations in attractive markets and
improving their ratings, revenues and broadcast cash flow by utilizing its
programming and marketing skills. The Company believes that its strategy of
acquiring underperforming radio broadcast properties and improving their
operational and financial performance is also applicable to television broadcast
properties.
 
     RADIO BROADCASTING STRATEGY. The key components of the Company's radio
broadcasting strategy include the following:
 
     Pursuit of Strategic Acquisitions. The Company believes that continued
     consolidation in the broadcasting industry will result in attractive
     acquisition opportunities as the number of potential buyers for radio
     assets declines. The Company also expects additional stations to become
     available as larger consolidators either sell broadcasting assets or are
     not able to bid for properties due to in-market ownership limitations. The
     Company will consider acquisitions of individual radio stations or groups
     of radio stations in new markets where it expects that it can ultimately
     achieve a leadership position. In addition, the Company intends to pursue
     acquisitions of radio stations in those of its current markets where it
     believes increases in broadcast cash flow are attainable. Generally, the
     Company has targeted markets that feature both large revenue pools and a
     relatively small number of stations with competitive signals, a combination
     which allows the Company greater operating leverage to achieve high
     margins. The Company believes that historically under-serviced markets,
     such as the Indianapolis radio market, provide vehicles for the Company's
     sustained future growth. In analyzing potential acquisitions in new
     markets, the Company generally considers (i) the amount of money generated
     through radio advertising each year in the relevant market and the growth
     rate for this pool of revenue, (ii) the number of competitive stations in
     the market, including whether there is a niche or whether one of the
     competitors has a perceived vulnerability, (iii) whether the station
     proposed to be acquired has a competitive signal, (iv) whether value can be
     achieved through ownership of multiple stations in that market, and (v) the
     minimum level of performance which can be expected from the station under
     the Company's management.
 
     Strategic Grouping of Stations. Emmis organizes its operations within each
     market to optimize operational performance and best position the properties
     within that market to establish and maintain leadership positions.
     Management concentrates on providing a focused programming format tailored
     to its advertisers and the audiences they seek. This focus has resulted in
     Emmis operating more than one radio station in certain markets so that
     complementary programming formats may be offered to advertisers. In other
     markets, management considers various opportunities to increase the number
     of radio stations owned, and will only acquire other radio stations if they
     are deemed appropriate for Emmis and its goals in that market at that time.
 
                                       34
<PAGE>   36
 
     Innovative Programming. Historically, Emmis has been able to improve the
     ratings, revenue and cash flow of its developing properties with increased
     marketing and innovative programming. For example, in New York City Emmis
     acquired WRKS-FM in 1994, the direct competitor of WQHT-FM, a station it
     already owned. By changing the format of WRKS-FM to appeal to an older
     demographic target and refocusing WQHT-FM to target the younger end of the
     Contemporary Hit spectrum, the Company allowed the stations to complement
     one another, captured a larger audience share and increased the combined
     cash flow of the stations by approximately 133% over the three years ended
     February 28, 1997. The Company expects its acquisition of WQCD-FM to round
     out this group of stations in New York City by adding a third complementary
     music format. The Company believes it can achieve similar success with its
     television properties.
 
     Focused Marketing Strategy. Emmis designs its local and national sales
     efforts based on advertiser demand and the competitive formats within each
     market. Since radio advertising revenues have generally grown at a more
     rapid rate than total advertising sales, the Company has tailored its
     programming in each market to appeal to specific demographic groups. For
     example, in 1984 Emmis took over KPWR-FM in Los Angeles and changed its
     format from adult contemporary to the nation's first Rhythmic Top 40's
     station. This format appealed directly to the Latino population (the
     fastest-growing segment of the population in Los Angeles) and made the
     station an overnight success. KPWR-FM has been the number one station for
     12 to 24 year old listeners for the past 10 years.
 
     Entrepreneurial Management Approach. Each of the Company's stations is
     managed by a team of experienced broadcasters who understand the musical
     tastes, demographics and competitive opportunities of their particular
     market. The Company uses an entrepreneurial management approach involving
     decentralized station operations by local management which oversees and
     controls station spending, long-range planning, company policies and
     resource allocation at its individual station and is rewarded based on that
     station's performance. In addition, the Company encourages its managers and
     employees to own a stake in the Company, and over 79% of all full-time
     employees own Emmis shares (or options to purchase shares), except for
     full-time employees hired in connection with acquisitions since October
     1997. The Company believes that this entrepreneurial management approach
     has given Emmis a distinctive corporate culture, making it a highly
     desirable employer in the broadcasting industry and significantly enhancing
     the Company's ability to attract and retain experienced and highly
     motivated employees and management.
 
     TELEVISION BROADCASTING STRATEGY. The key components of the Company's
television broadcasting strategy include the following:
 
     Pursuit of Strategic Acquisitions. The Company believes that attractive
     acquisition opportunities are becoming increasingly available in the
     television broadcasting industry, particularly in mid-sized markets. In
     many cases, such television stations have suffered ratings and revenue
     declines due to management inattention, improper programming strategies or
     inadequate sales and marketing efforts. The Company intends to pursue
     acquisitions of underperforming television stations which offer the
     potential for significant improvement in ratings and broadcast cash flow
     from more focused, research-based programming and application of the
     Company's sales and marketing experience.
 
     Programming Strategy. Emmis believes that innovative programming and
     knowledge of local markets are the most important determinants of
     individual station success. Familiarity with the local market is
     particularly important to the Fox stations to be acquired by the Company
     because of the significant programming flexibility resulting from
     relatively low levels of network-originated programming. While major
     networks may provide as much as 70% of the total programming aired by their
     affiliated stations, Fox generally provides closer to 30%. Therefore, in
     order to develop the Television Stations successfully, the Company has
     identified television veteran Greg Nathanson to head its television
     division. Mr. Nathanson has over 30 years of television broadcasting
     experience and has had extensive independent programming experience as
     President of Programming and Development for Twentieth Television and
     President of Fox Television Stations. In addition, the Company expects to
     conduct specific market research in order to effectively target the local
     audience.
 
                                       35
<PAGE>   37
 
     Maximize Advertising Inventory Value. Emmis intends to develop
     complementary programming and organize the programming schedule at its
     television stations to maximize the value of its advertizing spot inventory
     by scheduling complementary programming around its most successful
     programs. For example, the Company intends to leverage the popularity of
     football programming in a market such as Green Bay or New Orleans by
     developing and scheduling football-related programming for which higher
     advertising revenue can be obtained.
 
     Entrepreneurial Management Approach. The Company intends to extend its
     successful entrepreneurial management approach to its television stations
     through decentralized station operations by experienced local managers at
     each station who understand the programming tastes, demographics and
     competitive opportunities of their particular market and will be rewarded
     based on their station's performance. Senior management of the Company will
     work closely with local station management to implement the Company's
     programming and marketing strategies and help enhance each station's
     ratings and broadcast cash flow. The Company will also encourage the
     managers and employees of its television stations to own a stake in the
     Company and will include them in its various option, share purchase and
     other share ownership programs open to its employees generally.
 
INFORMATION REGARDING OPERATING GROUPS
 
     For the fiscal year ended February 28, 1998, the Company derived
approximately 89.5% of its net revenue from radio operations and approximately
10.5% of its net revenue from publishing and other operations and would have
derived approximately 55.7% of its net revenue from radio operations,
approximately 29.0% of its net revenue from television operations, and
approximately 15.3% of its net revenue from publishing and other operations on a
pro forma basis assuming the Acquisition Transactions had occurred at the
beginning of such period. The following table sets forth selected information
regarding the Company's operating groups for
 
                                       36
<PAGE>   38
 
the fiscal years ended February 28, 1997 and 1998 and pro forma information for
the fiscal year ended February 28, 1998 assuming the Acquisition Transactions
had occurred as of the beginning of the year:
 
<TABLE>
<CAPTION>
                                                                    YEAR ENDED FEBRUARY 28,
                                                           ------------------------------------------
                                                                                         PRO FORMA(1)
                                                             1997           1998             1998
                                                             ----           ----         ------------
                                                                         (IN THOUSANDS)
<S>                                                        <C>            <C>            <C>
RADIO
Net revenue............................................    $103,292       $125,855         $134,603
Operating expenses.....................................      52,839         67,646           72,646
Broadcast cash flow....................................      50,453         58,209           61,957
EBITDA.................................................      50,453         58,209           61,957
Time brokerage agreement...............................          --          5,667               --
Depreciation and amortization..........................       5,092          7,045           13,143
Operating income.......................................      45,361         45,497           48,814
TELEVISION
Net revenue............................................                                      70,072
Operating expenses.....................................                                      45,972
Broadcast cash flow....................................                                      19,465
EBITDA.................................................                                      19,465
Depreciation and amortization..........................                                      13,575
Amortization of program rights.........................                                       5,901
Operating income.......................................                                       4,624
PUBLISHING AND OTHER
Net revenue............................................      10,338         14,727           36,906
Operating expenses.....................................       9,504         13,523           33,130
EBITDA.................................................         834          1,204            3,776
Depreciation and amortization..........................         200            314            3,539
Operating income.......................................         634            890              237
Total group operating income...........................      45,995         46,387           53,675
CORPORATE CHARGES
Corporate overhead expenses............................       7,093          7,845           10,285
Depreciation and amortization..........................         189            177              177
Noncash compensation...................................       3,465          4,882            4,882
CONSOLIDATED OPERATING INCOME..........................      35,248         33,483           38,331
</TABLE>
 
- -------------------------
(1) Reflects adjustments to the condensed consolidated historical operating data
    of the Company to give effect to (i) the Consummated Acquisitions and the
    disposition of WALC-AM, all of which occurred during the year ended February
    28, 1998, (ii) the WQCD Acquisition, (iii) the SF Acquisition and (iv) the
    Wabash Valley Acquisition, as if such transactions had occurred at the
    beginning of the year presented.
 
COMMUNITY INVOLVEMENT
 
     The Company believes that to be successful, it must be integrally involved
in the communities it serves. To that end, each of the Company's stations
participates in many community programs, fundraisers and activities that benefit
a wide variety of organizations. Charitable organizations that have been the
beneficiaries of the Company's marathons, walkathons, dance-a-thons, concerts,
fairs and festivals include, among others, The March of Dimes, American Cancer
Society, Riley Children's Hospital and research foundations seeking cures for
cystic fibrosis, leukemia and AIDS and helping to fight drug abuse.
 
     In addition to its planned activities, the Company's stations take
leadership roles in community responses to natural disasters.
 
                                       37
<PAGE>   39
 
INDUSTRY INVOLVEMENT
 
     The Company has an active leadership role in a wide range of industry
organizations. The Company's senior managers have served in various capacities
with industry associations, including as directors of the National Association
of Broadcasters, the Radio Advertising Bureau, the Radio Futures Committee and
the Arbitron Advisory Council and as founding members of the Radio Operators
Caucus. In addition, managers of the Company have been voted Radio President of
the Year and General Manager of the Year, and at various times the Company was
voted Most Respected Broadcaster in polls of radio industry chief executive
officers and managers.
 
ADVERTISING SALES
 
     Virtually all of the revenue of a radio or television station is derived
from local, regional and national advertising. In the case of television
stations, additional revenue is sometimes derived from fees received from the
affiliated television networks in exchange for broadcasting network programming
and associated network advertising. Advertising rates charged by a station are a
function of the station's ability to attract audiences in the demographic groups
which advertisers wish to reach, and the number of stations competing in the
market area. A station's audience is reflected in rating service surveys of the
size of the audience tuned to the station and the time spent listening or
viewing.
 
     The Company's stations derive their advertising revenue from local and
regional advertising in the marketplaces in which they operate, as well as from
the sale of national advertising. Local and most regional sales are made by a
station's sales staff. National sales are made by firms specializing in such
sales which are compensated on a commission-only basis. The Company believes
that the volume of national advertising revenue tends to adjust to shifts in a
station's audience share position more rapidly than does the volume of local and
regional advertising revenue.
 
     The Company has led the industry in developing "vendor co-op" advertising
revenue (i.e., revenue from a manufacturer or distributor which is used to
promote its particular goods together with local retail outlets for those
goods). Although this source of advertising revenue is common in the newspaper
and magazine industry, the Company was among the first radio broadcasters to
recognize, and take advantage of, the potential of vendor co-op advertising. The
Company's Revenue Development Systems division has established a network of
radio stations which share information about sources of vendor co-op revenue. In
addition, each of the Company's stations has a salesperson devoted exclusively
to the development of cooperative advertising. The Company intends to expand
this approach to the Television Stations.
 
     In the broadcasting industry, stations often utilize trade (or barter)
agreements to exchange advertising time for goods or services (such as other
media advertising, travel or lodging), in lieu of cash. In order to preserve
most of its on-air inventory for cash advertising, the Company generally enters
into trade agreements only if the goods or services bartered to the Company will
be used in the Company's business. The Company has minimized its use of trade
agreements and in fiscal 1996, 1997 and 1998 sold approximately 95% of its
advertising time for cash. In addition, it is the Company's general policy not
to preempt advertising spots paid for in cash with advertising spots paid for in
trade.
 
RADIO NETWORKS
 
     In addition to its other radio broadcasting operations, the Company owns
and operates two radio networks. Network Indiana provides news and other
programming to nearly 70 affiliated radio stations in Indiana. AgriAmerica
network provides farm news, weather information and market analysis to radio
stations across Indiana.
 
PUBLISHING OPERATIONS
 
     The Company publishes four magazines which were acquired beginning in 1988.
 
     Indianapolis Monthly. The Company has published Indianapolis Monthly
magazine since September 1988. Indianapolis Monthly covers local personalities,
homes and lifestyles and currently has a paid monthly circulation of
approximately 45,000. Despite a nationwide downturn in the city and regional
magazine business, Indianapolis Monthly continues to perform well. The Company
believes this is due to a large
 
                                       38
<PAGE>   40
 
advertising base and a popular editorial focus. Competition comes from other
local publications, although Indianapolis Monthly is now the only general
interest magazine focusing on the Indianapolis area.
 
     Atlanta. The Company acquired and began publishing Atlanta magazine on
August 1, 1993. Atlanta covers area personalities, issues and style and
currently has a paid monthly circulation of approximately 65,000. The magazine
was unprofitable for several years before it was acquired by the Company for a
nominal investment. Certain initiatives, including downsizing staff, increasing
sales efforts and repositioning editorial focus, have contributed to improving
profitability.
 
     Cincinnati. The Company acquired Cincinnati magazine in October 1997.
Cincinnati magazine was founded by the Greater Cincinnati Chamber of Commerce in
1967 and under its most recent owner before the Company grew to a paid monthly
circulation of approximately 22,000. The Company has repositioned the editorial
product to an up-to-date city/regional magazine covering people and
entertainment in Cincinnati, has doubled the existing sales staff and is
marketing the newly designed magazine to the Cincinnati area.
 
     Texas Monthly. The Company acquired Texas Monthly magazine in February
1998. The critically acclaimed magazine, which has received eight National
Magazine Awards, has a paid monthly circulation of approximately 300,000 and is
believed by the Company to be read by more than 2,436,000 people. It marked its
25th anniversary with the publication of the February 1998 issue, which set a
single issue advertising record. The Company plans to increase Texas Monthly's
operating efficiencies while leaving the highly regarded editorial product
intact.
 
COMPETITION
 
     Radio and television broadcasting stations compete with the other
broadcasting stations in their respective market areas, as well as with other
advertising media such as newspapers, magazines, outdoor advertising, transit
advertising, compact discs, music videos, the internet and direct mail
marketing. Competition within the broadcasting industry occurs primarily in
individual market areas, so that a station in one market does not generally
compete with stations in other market areas. In each of its markets, the
Company's stations face competition from other stations with substantial
financial resources, including stations targeting the same demographic groups.
In addition to management experience, factors which are material to competitive
position include the station's rank in its market, authorized power, assigned
frequency, audience characteristics, local program acceptance and the number and
characteristics of other stations in the market area. The Company attempts to
improve its competitive position with programming and promotional campaigns
aimed at the demographic groups targeted by its stations, and through sales
efforts designed to attract advertisers that have done little or no broadcast
advertising by emphasizing the effectiveness of radio and television advertising
in increasing the advertisers' revenues. Recent changes in the policies and
rules of the FCC permit increased joint ownership and joint operation of local
stations. Those stations taking advantage of these joint arrangements may in
certain circumstances have lower operating costs and may be able to offer
advertisers more attractive rates and services. Although the Company believes
that each of its stations can compete effectively in its market, there can be no
assurance that any of the Company's stations will be able to maintain or
increase its current audience ratings or advertising revenue market share.
 
     Although the broadcasting industry is highly competitive, some barriers to
entry exist. The operation of a broadcasting station in the United States
requires a license from the FCC, and the number of stations that can operate in
a given market is limited by the availability of the frequencies that the FCC
will license in that market, as well as by the FCC's multiple ownership rules
regulating the number of stations that may be owned and controlled by a single
entity. The FCC's multiple ownership rules have changed significantly as a
result of the 1996 Act.
 
     The broadcasting industry historically has grown in terms of total revenues
despite the introduction of new technology for the delivery of entertainment and
information, such as cable television, audio tapes and compact discs. The
Company believes that radio's portability in particular makes it less vulnerable
than other media to competition from new methods of distribution or other
technological advances. There can be no assurance, however, that the development
or introduction in the future of any new media technology will not have an
adverse effect on the radio or television broadcasting industry.
 
                                       39
<PAGE>   41
 
                                   MANAGEMENT
 
DIRECTORS AND EXECUTIVE OFFICERS
 
     The following table sets forth information concerning the executive
officers and directors of the Company as of April 30, 1998.
 
<TABLE>
<CAPTION>
          NAME               AGE                      POSITION
          ----               ---                      --------
<S>                          <C>    <C>
Jeffrey H. Smulyan.......    51     Chairman, President and Chief Executive
                                    Officer
Doyle L. Rose............    49     Radio Division President and Director
Richard F. Cummings......    46     Executive Vice President -- Programming
Howard L. Schrott........    43     Executive Vice President, Treasurer and
                                    Chief Financial Officer
Norman H. Gurwitz........    51     Executive Vice President, Corporate Counsel
                                    and Secretary
Gary L. Kaseff...........    50     Counsel to the Company and Director
Lawrence B. Sorrel.......    39     Director
Susan B. Bayh............    38     Director(1)
Richard A. Leventhal.....    51     Director(1)
</TABLE>
 
- -------------------------
(1) Elected by the holders of Class A Common Stock. See "Description of Capital
    Stock -- Common Stock."
 
     Jeffrey H. Smulyan founded the Company in 1981 and is the Chairman of the
Board of Directors, President and Chief Executive Officer of the Company. Mr.
Smulyan began working in radio in 1973, and has owned one or more radio stations
since then. Formerly, he was also the owner and chief executive officer of the
Seattle Mariners major league baseball team. He is a Director of the Radio
Advertising Bureau and The Finish Line, a sports apparel manufacturer, and
serves as a Trustee of Ball State University. Mr. Smulyan has been chosen Radio
Executive of the Year by a radio industry group and was voted one of the Ten
Most Influential Radio Executives in the Past 20 Years in a poll in Radio and
Records magazine. In 1994 he was named by The White House to head the United
States delegation to the Plenipotentiary Conference of the International
Telecommunications Union.
 
     Doyle L. Rose has been Radio Division President of the Company since 1989,
and General Manager of KPWR-FM in Los Angeles from 1991 through 1995.
Previously, he was Executive Vice President-Operations. Mr. Rose has been a
general manager of one or more radio stations for approximately twenty years.
 
     Richard F. Cummings was the Program Director of WENS from 1981 to March
1984, when he became the National Program Director and a Vice President of the
Company. He became Executive Vice President -- Programming in 1988.
 
     Howard L. Schrott became Vice President, Chief Financial Officer and
Treasurer of the Company in 1991. He became an Executive Vice President in 1995.
Prior to joining the Company, Mr. Schrott was a Vice President in the
Communications Lending Group at First Union National Bank, Charlotte, North
Carolina. From 1984 to 1989 Mr. Schrott served as Chief Operating and Executive
Officer for a group of radio stations. Mr. Schrott also spent two years
practicing law in Washington, D.C. and Indianapolis, Indiana, where he
concentrated on matters before the FCC and general business matters relating to
broadcasting and media.
 
     Norman H. Gurwitz became Corporate Counsel for the Company in 1987 and a
Vice President in 1988. He became Secretary of the Company in 1989 and became an
Executive Vice President in 1995. Prior to 1987, he was a partner in the
Indianapolis law firm of Scott & Gurwitz.
 
                                       40
<PAGE>   42
 
     Gary L. Kaseff is employed as counsel to the Company, and also has been a
solo practitioner attorney in Southern California since 1992. Previously, he was
President of the Seattle Mariners major league baseball team and partner with
the law firm of Epport & Kaseff.
 
     Lawrence B. Sorrel is a general partner of Welsh, Carson, Anderson and
Stowe, a private investment firm. Prior to May 4, 1998, he was a Managing
Director of Morgan Stanley & Co. Incorporated, where he had been employed since
1986. He also serves as a director of several private companies.
 
     Susan B. Bayh is the Commissioner of the International Joint Commission of
the United States and Canada, and also serves as a Distinguished Visiting
Professor at Butler University, both of which positions she has held since 1994.
Previously, she was an attorney with Eli Lilly & Company.
 
     Richard A. Leventhal has owned and operated a wholesale fabric and textile
company in Carmel, Indiana, for 24 years. Mr. Leventhal is the brother-in-law of
Norman H. Gurwitz, an executive officer of the Company.
 
                                       41
<PAGE>   43
 
                       PRINCIPAL AND SELLING SHAREHOLDERS
 
     The following table sets forth certain information known to the Company
with respect to beneficial ownership of the Common Stock as of April 29, 1998 by
(i) each person known to the Company to be the beneficial owner of more than
five percent of the issued and outstanding Common Stock of the Company,
including Jeffrey H. Smulyan, the Selling Shareholder, (ii) each director and
executive officer, and (iii) all officers and directors as a group.
 
<TABLE>
<CAPTION>
                                           CLASS A COMMON STOCK          CLASS B COMMON STOCK
                                         ------------------------      ------------------------
                                         AMOUNT AND                    AMOUNT AND
     FIVE PERCENT SHAREHOLDERS,          NATURE OF                     NATURE OF                       PERCENT
        SELLING SHAREHOLDER,             BENEFICIAL      PERCENT       BENEFICIAL      PERCENT         OF TOTAL
  DIRECTORS AND EXECUTIVE OFFICERS       OWNERSHIP       OF CLASS      OWNERSHIP       OF CLASS      VOTING POWER
  --------------------------------       ----------      --------      ----------      --------      ------------
<S>                                      <C>             <C>           <C>             <C>           <C>
Jeffrey H. Smulyan...................     224,444(1)        2.7%       2,935,894(14)    100.0%           77.6%(14)
Susan B. Bayh........................      10,100(2)          *               --           --               *
Richard F. Cummings..................     102,957(3)        1.2               --           --               *
Norman H. Gurwitz....................      89,445(4)        1.0               --           --               *
Gary L. Kaseff.......................      24,424(5)          *               --           --               *
Richard A. Leventhal.................      30,600(6)          *               --           --               *
Doyle L. Rose........................     107,935(7)        1.3               --           --               *
Howard L. Schrott....................      63,602(8)          *               --           --               *
Lawrence B. Sorrel...................          --             *               --           --               *
Putnam Investments, Inc. ............     923,000(9)       11.2               --           --             2.7
Westport Asset Management, Inc. .....     507,200(10)       6.1               --           --             1.5
Denver Investment Advisors LLC.......     504,500(11)       6.1               --           --             1.5
Capital Group Companies, et al. .....     467,100(12)       5.6               --           --             1.4
All Executive Officers and Directors
  as a Group (9 persons).............     638,501(13)       7.2        2,935,894        100.0            78.6
</TABLE>
 
- -------------------------
  *  Less than 1%.
 
 (1) Includes 144,444 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 10,000 shares represented by
     stock options exercisable within 60 days of April 29, 1998.
 
 (3) Consists of 11,916 shares owned individually, 2,468 shares held for the
     benefit of Mr. Cummings' children, 1,573 shares held in the Profit Sharing
     Trust and 87,000 shares represented by stock options exercisable within 60
     days of April 29, 1998.
 
 (4) Consists of 11,238 shares owned individually or jointly with his spouse,
     275 owned by Mr. Gurwitz's spouse, 2,308 owned for the benefit of Mr.
     Gurwitz's children, 64,545 shares represented by stock options exercisable
     within 60 days of April 29, 1998, 979 shares held in the Profit Sharing
     Trust, and 10,100 shares owned by a corporation of which Mr. Gurwitz's
     spouse is a 50% owner.
 
 (5) Consists of 3,059 shares owned individually by Mr. Kaseff, 1,154 shares
     owned by Mr. Kaseff's spouse, 211 shares held in the Profit Sharing Trust,
     and 20,000 shares represented by stock options exercisable within 60 days
     of April 29, 1998.
 
 (6) Consists of 4,000 shares owned individually, 1,500 shares owned by Mr.
     Leventhal's spouse, 10,100 shares owned by a corporation of which Mr.
     Leventhal is a 50% owner and 15,000 shares represented by stock options
     exercisable within 60 days of April 29, 1998.
 
 (7) Consists of 19,362 shares owned individually, 1,573 shares held in the
     Profit Sharing Trust and 87,000 shares represented by stock options
     exercisable within 60 days of April 29, 1998.
 
 (8) Consists of 750 shares owned individually, 570 shares held in the Profit
     Sharing Trust, and 62,282 shares represented by stock options exercisable
     within 60 days of April 29, 1998.
 
                                       42
<PAGE>   44
 
 (9) Information concerning these shares was obtained from an Amendment to
     Schedule 13G filed in January 1998 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).
 
(10) Information concerning these shares was obtained from a Schedule 13G filed
     in February 1998 by Westport Asset Management, Inc., which has an address
     of 235 Riverside Avenue, Westport, Connecticut 06880.
 
(11) Information concerning these shares was obtained from a Schedule 13G filed
     in February 1998 by Denver Investment Advisors LLC, which has an address of
     1225 17th Street, 26th Floor, Denver, Colorado 80202. Denver Investment
     Advisors LLC has indicated that it has sole dispositive power over 504,500
     shares and sole voting power over 332,200 shares.
 
(12) Information concerning these shares was obtained from a Schedule 13G filed
     in February 1998 by The Capital Group Companies, Inc., Capital Research and
     Management Company and SMALLCAP World Fund, Inc., each of whom has an
     address of 333 South Hope Street, 52nd Floor, Los Angeles, California
     90071.
 
(13) Includes 345,827 shares represented by stock options exercisable within 60
     days of April 29, 1998 and 144,444 shares held in the Emmis Broadcasting
     Corporation Profit Sharing Trust.
 
(14) Consists of 2,560,894 shares owned individually and 375,000 shares
     represented by stock options exercisable within 60 days of April 29, 1998.
     Mr. Smulyan is offering 375,000 shares of Class A Common Stock, which is
     comprised of the 80,000 shares of Class A Common Stock owned by him
     individually and 295,000 shares of Class B Common Stock which will be
     automatically converted pursuant to the Company's Amended and Restated
     Articles of Incorporation into Class A Common Stock upon sale. Accordingly,
     after the Offering Mr. Smulyan will beneficially own no shares of Class A
     Common Stock, 2,640,894 shares of Class B Common Stock (including 375,000
     shares represented by stock options), representing 100.0% of the class
     outstanding and 2,640,894 shares of Common Stock in the aggregate,
     representing 16.5% of the total Common Stock outstanding, and he will have
     66.4% of the total voting power of the Company (assuming the U.S.
     Underwriters' over-allotment option is not exercised).
 
                                       43
<PAGE>   45
 
                          DESCRIPTION OF CAPITAL STOCK
 
     The Company's authorized capital stock consists of 34 million shares of
Class A Common Stock, par value $.01 per share, 6 million shares of Class B
Common Stock, par value $.01 per share, and 10 million shares of serial
preferred stock, par value $.01 per share. All shares of Class A Common Stock
offered hereby will be, upon issuance, validly issued, fully paid and
nonassessable.
 
COMMON STOCK
 
     Dividends. Holders of record of shares of Common Stock on the record date
fixed by the Company's Board of Directors are entitled to receive such dividends
as may be declared by the Board of Directors out of funds legally available for
such purpose. No dividends may be declared or paid in cash or property on any
share of any class of Common Stock, however, unless simultaneously the same
dividend is declared or paid on each share of the other class of Common Stock.
In the case of any stock dividend, holders of Class A Common Stock are entitled
to receive the same percentage dividend (payment in shares of Class A Common
Stock) as the holders of Class B Common Stock receive (payable in shares of
Class B Common Stock). The payment of dividends is currently restricted by the
Existing Credit Facility and is anticipated to be restricted under the New
Credit Facility.
 
     Voting Rights. Holders of shares of Class A Common Stock and Class B Common
Stock will vote as a single class on all matters submitted to a vote of the
shareholders, with each share of Class A Common Stock entitled to one vote and
each share of Class B Common Stock entitled to ten votes, except (i) for the
election of two directors, (ii) with respect to any proposed "going private"
transaction (as defined below) between the Company and Jeffrey H. Smulyan (the
holder of all shares of the Class B Common Stock), or an affiliate of Mr.
Smulyan, or any group of which Mr. Smulyan or an affiliate of Mr. Smulyan is a
member, and (iii) as otherwise provided by law.
 
     In the election of directors, the holders of Class A Common Stock, voting
as a separate class, are entitled to elect two of the Company'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 Company 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 Class A Common
Stock and Class B 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. Holders of
Common Stock are not entitled to cumulate votes in the election of directors.
 
     The holders of Class A Common Stock and Class B Common Stock vote as a
single class with respect to any proposed "going private" transaction, with each
share of each class of Common Stock entitled to one vote per share. A "going
private" transaction is any "Rule 13e-3 Transaction," as such term is defined in
Rule 13e-3 promulgated under the Exchange Act, between the Company and (i) Mr.
Smulyan, or (ii) any affiliate of Mr. Smulyan, or (iii) any group of which Mr.
Smulyan or an affiliate of Mr. Smulyan is a member. An "affiliate" is defined as
(i) any individual or entity who or that, directly or indirectly, controls, is
controlled by, or is under common control with Mr. Smulyan, (ii) any corporation
or organization (other than the Company or a majority-owned subsidiary of the
Company) of which Mr. Smulyan is an officer or partner or is, directly or
indirectly, the beneficial owner of 10% or more of any class of voting
securities, or in which Mr. Smulyan has a substantial beneficial interest, (iii)
a voting trust or similar arrangement pursuant to which Mr. Smulyan generally
controls the vote of the shares of Common Stock held by or subject to such trust
or arrangement (a "Qualified Voting Trust"), (iv) any other trust or estate in
which Mr. Smulyan has a substantial beneficial interest or as to which Mr.
Smulyan serves as trustee or in a similar fiduciary capacity, or (v) any
relative or spouse of Mr. Smulyan, or any relative of such spouse, who has the
same residence as Mr. Smulyan.
 
     Under Indiana law, the affirmative vote of the holders of a majority of the
outstanding shares of any class of capital stock is required to approve, among
other things, a change in the designation, rights, preferences or limitations of
the shares of such class of capital stock.
 
                                       44
<PAGE>   46
 
     Liquidation Rights. Upon liquidation, dissolution or winding-up of the
Company, the holders of Class A Common Stock are entitled to share ratably with
the holders of Class B Common Stock in all assets available for distributions
after payment in full of creditors and payment in full to any holders of
preferred stock of the Company then outstanding of any amount required to be
paid under the terms of such preferred stock.
 
     Other Provisions. Each share of Class B Common Stock is convertible, at the
option of its holder, into one share of Class A Common Stock at any time. One
share of Class B Common Stock converts automatically and without the requirement
of any further action into one share of Class A Common Stock upon its sale or
other transfer to a person or entity other than Mr. Smulyan or an affiliate of
Mr. Smulyan. A pledge of shares of Class B Common Stock is not considered a
transfer for this purpose unless the pledge is enforced. All outstanding shares
of Class B Common Stock will convert automatically and without the requirement
of any further action into an equivalent number of shares of Class A Common
Stock upon the earlier of Mr. Smulyan's death or his ceasing to own at least
1,520,000 shares of Common Stock, as adjusted for any stock splits or stock
dividends. The holders of Common Stock are not entitled to preemptive rights. In
any merger, consolidation or business combination, the consideration to be
received per share by holders of Class A Common Stock must be identical to that
received by holders of Class B Common Stock, except that in any such transaction
in which shares of common stock are distributed, such shares may differ as to
voting rights to the extent that voting rights now differ among the classes of
Common Stock. No class of Common Stock may be subdivided, consolidated,
reclassified or otherwise changed unless concurrently the other classes of
Common Stock are subdivided, consolidated, reclassified or otherwise changed in
the same proportion and in the same manner.
 
     Each new issuance of Common Stock will be of Class A Common Stock unless
the party to whom Common Stock is issued is Mr. Smulyan or a Qualified Voting
Trust, in which case the shares issued will be shares of Class B Common Stock.
 
PREFERRED STOCK
 
     The 10 million authorized shares of Preferred Stock may be issued with such
designations, preferences, limitations and relative rights as the Company's
Board of Directors may authorize, including but not limited to: (i) the
distinctive designation of each series and the number of shares that will
constitute such series; (ii) the voting rights, if any, of shares of such
series; (iii) the dividend rate on the shares of such series, any restriction,
limitation or condition upon the payment of such dividends, whether dividends
shall be cumulative, and the dates on which dividends are payable; (iv) the
prices at which, and the terms and conditions on which, the shares of such
series may be redeemed, if such shares are redeemable; (v) the purchase or
sinking fund provisions, if any, for the purchase or redemption of shares of
such series; (vi) any preferential amount payable upon shares of such series in
the event of the liquidation, dissolution or winding-up of the Company or the
distribution of its assets; and (vii) the prices or rates of conversion at
which, and the terms and conditions of which, the shares of such series may be
converted into other securities, if such shares are convertible. Although the
Company has no present intention to issue shares of Preferred Stock, the
issuance of Preferred Stock, or the issuance of rights to purchase such shares,
could discourage an unsolicited acquisition proposal.
 
FOREIGN OWNERSHIP
 
     The Company's Amended and Restated Articles of Incorporation restrict the
ownership, voting and transfer of the Company's capital stock, including the
Class A Common Stock, in accordance with the Communications Act and the rules of
the FCC, to prohibit ownership of more than 25% of the Company's outstanding
capital stock (or more than 25% of the voting rights it represents) by or for
the account of aliens (as defined in the Communications Act) or corporations
otherwise subject to domination or control by aliens. The Amended and Restated
Articles of Incorporation authorize the Board of Directors of the Company to
prohibit any transfer of the Company's capital stock that would cause the
Company to violate this prohibition. In addition, the Amended and Restated
Articles of Incorporation provide that shares of capital stock of the Company
determined by the Board of Directors to be beneficially owned by an alien shall
always be subject to redemption by the Company by action of the Board of
Directors to the extent necessary, in the judgment of the Board of Directors, to
comply with the alien ownership restrictions of the Communications Act and FCC
 
                                       45
<PAGE>   47
 
rules. The Amended and Restated Articles of Incorporation further authorize the
Board of Directors of the Company to adopt such provisions as it deems necessary
to enforce the foregoing alien ownership restrictions.
 
TRANSFER AGENT AND REGISTRAR
 
     The Transfer Agent and Registrar for the Company's Common Stock is First
Union National Bank (telephone number (800) 829-8432).
 
TRADING
 
     The Class A Common Stock is traded on The NASDAQ National Market under the
symbol "EMMS."
 
                    CERTAIN U.S. FEDERAL TAX CONSIDERATIONS
                  FOR NON-U.S. HOLDERS OF CLASS A COMMON STOCK
 
     The following is a general discussion of certain United States federal
income and estate and gift tax consequences of the ownership and sale or other
disposition of Class A Common Stock by a holder that, for United States federal
income tax purposes, is not a "United States person" (a "Non-United States
Holder"). For purposes of this discussion, a "United States person" means a
citizen or individual resident (as determined for U.S. federal income tax
purposes) of the United States; a corporation, partnership or other entity
created or organized in the United States or under the laws of the United States
or of any political subdivision thereof; an estate the income of which is
includible in gross income for U.S. federal income tax purposes, regardless of
its source; or a trust if a court within the United States is able to exercise
primary supervision over the administration of the trust and one or more United
States persons have the authority to control all substantial decisions of the
trust. Resident alien individuals will be subject to United States federal
income tax with respect to the Class A Common Stock as if they were United
States citizens.
 
     THIS DISCUSSION IS BASED ON THE INTERNAL REVENUE CODE OF 1986, AS AMENDED
(THE "CODE"), AND THE ADMINISTRATIVE INTERPRETATIONS THEREOF AS OF THE DATE
HEREOF, ALL OF WHICH MAY BE CHANGED EITHER RETROACTIVELY OR PROSPECTIVELY. THIS
DISCUSSION IS FOR GENERAL INFORMATION ONLY, DOES NOT CONSIDER ANY SPECIFIC FACTS
OR CIRCUMSTANCES THAT MAY APPLY TO A PARTICULAR NON-UNITED STATES HOLDER AND
DOES NOT ADDRESS ANY TAX CONSEQUENCES ARISING UNDER ANY STATE, MUNICIPALITY,
FOREIGN COUNTRY OR OTHER TAXING JURISDICTION. PROSPECTIVE INVESTORS ARE URGED TO
CONSULT THEIR TAX ADVISORS REGARDING THE UNITED STATES FEDERAL TAX CONSEQUENCES
OF OWNING AND DISPOSING OF CLASS A COMMON STOCK (INCLUDING THE INVESTOR'S STATUS
AS A UNITED STATES PERSON OR A NON-UNITED STATES HOLDER), AS WELL AS ANY TAX
CONSEQUENCES THAT MAY ARISE UNDER THE LAWS OF ANY STATE, MUNICIPALITY, FOREIGN
COUNTRY OR OTHER TAXING JURISDICTION.
 
DIVIDENDS
 
     Dividends, if any, paid to a Non-United States Holder will generally be
subject to the withholding of United States federal income tax at the rate of
30%, unless the dividend is effectively connected with the conduct of a trade or
business (or, if an income tax treaty applies, is attributable to a "permanent
establishment", as defined therein) within the United States of the Non-United
States Holder, in which case the dividend will be subject to the rules described
in the next paragraph. Non-United States Holders should consult any applicable
income tax treaties, which may provide for a reduced withholding rate or other
rules different from those described above. For purposes of determining whether
tax will be withheld at a 30% rate or a reduced rate as specified by an income
tax treaty, current law permits the Company to presume that dividends paid to an
address in a foreign country are paid to a resident of such country absent
definite knowledge that such presumption is not warranted. However, under newly
issued U.S. Treasury regulations, in the case of dividends paid after December
31, 1999, in order to obtain a reduced rate of withholding under an
 
                                       46
<PAGE>   48
 
income tax treaty, a Non-United States Holder generally will be required to
provide to the Company a valid Internal Revenue Service Form W-8 (or any
successor form) certifying that such Non-United States Holder is entitled to
benefits under an income tax treaty. The new regulations also provide special
rules for dividend payments made to foreign intermediaries, U.S. or foreign
wholly-owned entities that are disregarded for U.S. federal income tax purposes
and entities that are treated as fiscally transparent in the United States, the
applicable income tax treaty jurisdiction or both. Prospective investors should
consult their tax advisors concerning the effect, if any, of the adoption of
these new U.S. Treasury regulations on an investment in the Class A Common
Stock. A Non-United States Holder who is eligible for a reduced withholding rate
may obtain a refund of any excess amounts withheld by filing an appropriate
claim for a refund with the Internal Revenue Service (the "Service").
 
     The Company will not withhold federal income tax upon dividends paid to a
Non-United States Holder if the Company receives the appropriate form of the
Service (currently Form 4224) from that Non-United States Holder, certifying
that such income is effectively connected with the conduct of a trade or
business (or, if an income tax treaty applies, is attributable to a "permanent
establishment," as defined therein) within the United States of the Non-United
States Holder, unless the Company has knowledge to the contrary. Dividends paid
to a Non-United States Holder of Class A Common Stock that are effectively
connected with the conduct of a trade or business (or, if an income tax treaty
applies, are attributable to a "permanent establishment," as defined therein)
within the United States of the Non-United States Holder will generally be taxed
on a net income basis (that is, after allowance for applicable deductions) at
the graduated rates that are applicable to United States persons. In the case of
a Non-United States Holder that is a corporation, such income may also be
subject to the United States federal branch profits tax (which is generally
imposed on a foreign corporation upon the deemed repatriation from the United
States of effectively connected earnings and profits) at a 30% rate, unless the
rate is reduced or eliminated by an applicable income tax treaty and the Non-
United States Holder is a qualified resident of the treaty country.
 
GAIN ON SALE OR OTHER DISPOSITION
 
     Subject to special rules applicable to individuals as described below, a
Non-United States Holder will generally not be subject to regular United States
federal income or withholding tax on gain recognized on a sale or other
disposition of Class A Common Stock, unless (i) the gain is effectively
connected with the conduct of a trade or business (or, if an income tax treaty
applies, is attributable to a "permanent establishment," as defined therein)
within the United States of the Non-United States Holder or of a partnership,
trust or estate in which such Non-United States Holder is a partner or
beneficiary, or (ii) the Company has been, is or becomes a "United States real
property holding corporation" within the meaning of Section 897(c)(2) of the
Code at any time within the shorter of the five-year period preceding such sale
or other disposition or such Non-United States Holder's holding period for the
Class A Common Stock.
 
     A corporation is generally considered to be a United States real property
holding corporation under Section 897(c)(2) of the Code if the fair market value
of its "United States real property interests" within the meaning of Section
897(c)(1) of the Code equals or exceeds 50% of the sum of the fair market value
of its worldwide real property interests plus the fair market value of any other
of its assets used or held for use in a trade or business. The Company believes
that it has not been, is not currently and is not likely to become a United
States real property holding corporation. Further, even if the Company were to
become a United States real property holding corporation, any gain recognized by
a Non-United States Holder still would not be subject to U.S. federal income tax
if the Class A Common Stock were considered to be "regularly traded" (within the
meaning of applicable U.S. Treasury regulations) on an established securities
market (e.g., The NASDAQ National Market, on which the Company's Class A Common
Stock is traded), and the Non-United States Holder did not own, directly or
indirectly, at any time during the five-year period ending on the date of the
sale or other disposition, more than 5% of the Class A Common Stock.
 
     Gains realized by a Non-United States Holder of Class A Common Stock that
are effectively connected with the conduct of a trade or business (or, if an
income tax treaty applies, are attributable to a "permanent establishment," as
defined therein) within the United States of the Non-United States Holder will
generally be taxed on a net income basis (that is, after allowance for
applicable deductions) at the graduated rates that
 
                                       47
<PAGE>   49
 
are applicable to United States persons. In the case of a Non-United States
Holder that is a corporation, such income may also be subject to the United
States federal branch profits tax (which is generally imposed on a foreign
corporation upon the deemed repatriation from the United States of effectively
connected earnings and profits) at a 30% rate, unless the rate is reduced or
eliminated by an applicable income tax treaty and the Non-United States Holder
is a qualified resident of the treaty country.
 
     In addition to being subject to the rules described above, an individual
Non-United States Holder who holds Class A Common Stock as a capital asset will
generally be subject to tax at a 30% rate on any gain recognized on the sale or
other disposition of such stock if (i) such gain is not effectively connected
with the conduct of a trade or business (or, if an income tax treaty applies, is
not attributable to a "permanent establishment," as defined therein) within the
United States of the Non-United States Holder, and (ii) such individual is
present in the United States for 183 days or more in the taxable year of the
sale or other disposition and either (A) has a "tax home" in the United States
(as specially defined for purposes of the United States federal income tax), or
(B) maintains an office or other fixed place of business in the United States
and the income from the sale of the stock is attributable to such office or
other fixed place of business. Individual Non-United States Holders may also be
subject to tax pursuant to provisions of United States federal income tax law
applicable to certain United States expatriates (including certain former
long-term residents of the United States).
 
FEDERAL ESTATE AND GIFT TAXES
 
     Class A Common Stock owned or treated as owned by an individual (regardless
of whether such an individual is a citizen or a resident of the United States)
at the date of death will be included in such individual's estate for United
States federal estate tax purposes, unless an applicable estate tax treaty
provides otherwise.
 
     A Non-United States Holder will not be subject to United States federal
gift tax on a transfer of Class A Common Stock, unless such person is an
individual domiciled in the United States or such person is an individual
subject to provisions of United States federal gift tax law applicable to
certain United States expatriates (including certain former long-term residents
of the United States).
 
BACKUP WITHHOLDING AND INFORMATION REPORTING
 
     The Company must report annually to the Service and to each Non-United
States Holder the amount of dividends paid to, and the tax withheld with respect
to, such Non-United States Holder, regardless of whether tax was actually
withheld and whether withholding was reduced by an applicable income tax treaty.
Pursuant to certain income tax treaties and other agreements, that information
may also be made available to the tax authorities of the country in which the
Non-United States Holder resides.
 
     United States federal backup withholding (which generally is withholding
tax imposed at the rate of 31% on certain payments to persons not otherwise
exempt who fail to furnish certain identifying information) will generally not
apply to (i) dividends paid to a Non-United States Holder that is subject to
withholding at the 30% rate (or that is subject to withholding at a reduced rate
under an applicable income tax treaty), or (ii) under current law, dividends
paid to a Non-United States Holder at an address outside of the United States
(unless the payor has knowledge that the payee is a United States person).
However, under newly issued U.S. Treasury regulations, in the case of dividends
paid after December 31, 1999, a Non-United States Holder will generally be
subject to United States withholding tax at a 31% rate, unless certain
certification procedures (or in the case of payments made outside of the United
States with respect to an offshore account, certain documentary evidence
procedures) are satisfied, directly or through a foreign intermediary.
 
     The backup withholding and information reporting requirements will
generally also apply to the gross proceeds paid to a Non-United States Holder
upon the sale or other disposition of Class A Common Stock by or through a
United States office of a United States or foreign broker, unless the Non-United
States Holder certifies to the broker under penalties of perjury as to, among
other things, its name, address and status as a Non-United States Holder by
filing the Service's Form W-8 (or any successor form) with the broker, or unless
the Non-United States Holder otherwise establishes an exemption.
 
                                       48
<PAGE>   50
 
     Information reporting requirements (but not backup withholding) will
generally apply to a payment of the proceeds of a sale or other disposition of
Class A Common Stock effected at a foreign office of (i) a United States broker,
(ii) a foreign broker 50% or more of whose gross income for certain periods is
effectively connected with the conduct of a trade or business within the United
States, (iii) a foreign broker that is a "controlled foreign corporation" for
United States federal income tax purposes, or (iv) pursuant to newly issued U.S.
Treasury Regulations effective after December 31, 1999, a foreign broker that is
(A) a foreign partnership one or more of whose partners are U.S. persons that in
the aggregate hold more than 50% of the income or capital interest in the
partnership at any time during its tax year, or (B) a foreign partnership
engaged at any time during its tax year in the conduct of a trade or business in
the United States, unless the broker has certain documentary evidence in its
records that the Non-United States Holder is a Non-United States Holder (and the
broker has no knowledge to the contrary) and certain other conditions are met,
or unless the Non-United States Holder otherwise establishes an exemption.
Neither backup withholding nor information reporting will generally apply to a
payment of the proceeds of a sale or other disposition of Class A Common Stock
effected at a foreign office of a foreign broker not subject to the preceding
sentence. Prospective investors should consult their tax advisors concerning the
effect, if any, of the adoption of the newly issued U.S. Treasury regulations on
backup withholding and information reporting on an investment in the Class A
Common Stock.
 
     Backup withholding is not an additional tax. Any amounts withheld under the
backup withholding rules will be refunded or credited against the Non-United
States Holder's United States federal income tax liability, provided that the
Non-United States Holder files an appropriate claim for a refund with the
Service.
 
                                       49
<PAGE>   51
 
                                  UNDERWRITERS
 
     Under the terms and subject to the conditions contained in an Underwriting
Agreement dated the date hereof (the "Underwriting Agreement"), the U.S.
Underwriters named below for whom Morgan Stanley & Co. Incorporated, Credit
Suisse First Boston Corporation, Donaldson, Lufkin & Jenrette Securities
Corporation, Lehman Brothers Inc., A.G. Edwards & Sons, Inc., Goldman, Sachs &
Co., NationsBanc Montgomery Securities LLC and Schroder & Co. Inc. are acting as
U.S. Representatives, have severally agreed to purchase, and the Company and the
Selling Shareholder have severally agreed to sell to them, and the International
Underwriters named below for whom Morgan Stanley & Co. International Limited,
Credit Suisse First Boston (Europe) Limited, Donaldson, Lufkin & Jenrette
International, Lehman Brothers International (Europe), A.G. Edwards & Sons,
Inc., Goldman Sachs International, J. Henry Schroder & Co. Limited and
NationsBanc Montgomery Securities LLC are acting as International
Representatives, have severally agreed to purchase, and the Company and the
Selling Shareholder have severally agreed to sell to them, the respective number
of shares of the Company's Class A Common Stock set forth opposite the names of
such Underwriters below:
 
<TABLE>
<CAPTION>
                                                               NUMBER
                            NAME                              OF SHARES
                            ----                              ---------
<S>                                                           <C>
U.S. Underwriters:
  Morgan Stanley & Co. Incorporated.........................
  Credit Suisse First Boston Corporation....................
  Donaldson, Lufkin & Jenrette Securities Corporation.......
  Lehman Brothers Inc. .....................................
  A.G. Edwards & Sons, Inc. ................................
  Goldman, Sachs & Co. .....................................
  NationsBanc Montgomery Securities LLC.....................
  Schroder & Co. Inc. ......................................
                                                               -------
     Subtotal...............................................
                                                               -------
International Underwriters:
  Morgan Stanley & Co. International Limited................
  Credit Suisse First Boston (Europe) Limited...............
  Donaldson, Lufkin & Jenrette International................
  Lehman Brothers International (Europe)....................
  A.G. Edwards & Sons, Inc. ................................
  Goldman Sachs International...............................
  J. Henry Schroder & Co. Limited...........................
  NationsBanc Montgomery Securities LLC.....................
                                                               -------
     Subtotal...............................................
                                                               -------
       Total................................................
                                                               =======
</TABLE>
 
     The U.S. Underwriters and the International Underwriters, and the U.S.
Representatives and the International Representatives, are collectively referred
to as the "Underwriters" and the "Representatives," respectively. The
Underwriting Agreement provides that the obligations of the several Underwriters
to pay for and accept delivery of the shares of Class A Common Stock offered
hereby are subject to the approval of certain legal matters by their counsel and
to certain other conditions. The Underwriters are obligated to take and pay for
all of the shares of Class A Common Stock offered hereby (other than those
covered by the U.S. Underwriters' over-allotment option described below) if any
such shares are taken.
 
     Pursuant to the Agreement between U.S. and International Underwriters, each
U.S. Underwriter has represented and agreed that, with certain exceptions: (i)
it is not purchasing any U.S. Shares (as defined herein) for the account of
anyone other than a United States or Canadian Person (as defined herein) and
(ii) it has not offered or sold, and will not offer or sell, directly or
indirectly, any U.S. Shares or distribute any prospectus relating to the U.S.
Shares outside the United States or Canada or to anyone other than a United
 
                                       50
<PAGE>   52
 
States or Canadian Person. Pursuant to the Agreement between U.S. and
International Underwriters, each International Underwriter has represented and
agreed that, with certain exceptions: (i) it is not purchasing any International
Shares (as defined herein) for the account of any United States or Canadian
Person and (ii) it has not offered or sold, and will not offer or sell, directly
or indirectly, any International Shares within the United States or Canada or to
any United States or Canadian Person. With respect to any Underwriter that is a
U.S. Underwriter and an International Underwriter, the foregoing representations
and agreements (i) made by it in its capacity as a U.S. Underwriter apply only
to it in its capacity as a U.S. Underwriter and (ii) made by it in its capacity
as an International Underwriter apply only to it in its capacity as an
International Underwriter. The foregoing limitations do not apply to
stabilization transactions or to certain other transactions specified in the
Agreement between U.S. and International Underwriters. As used herein, "United
States or Canadian Person" means any national or resident of the United States
or Canada, or any corporation, pension, profit-sharing or other trust or other
entity organized under the laws of the United States or Canada or of any
political subdivision thereof (other than a branch located outside the United
States and Canada of any United States or Canadian Person) and includes any
United States or Canadian branch of a person who is otherwise not a United
States or Canadian Person. All shares of Class A Common Stock to be purchased by
the U.S. Underwriters and the International Underwriters are referred to herein
as the "U.S. Shares" and the "International Shares," respectively, and,
collectively, as the "Shares."
 
     Pursuant to the Agreement between U.S. and International Underwriters,
sales may be made between the U.S. Underwriters and International Underwriters
of any number of shares of Class A Common Stock to be purchased pursuant to the
Underwriting Agreement as may be mutually agreed. The per share price of any
shares of Class A Common Stock sold shall be the Price to Public set forth on
the cover page hereof, in United States dollars, less an amount not greater than
the per share amount of the concession to dealers set forth below.
 
     Pursuant to the Agreement between U.S. and International Underwriters, each
U.S. Underwriter has represented that it has not offered or sold, and has agreed
not to offer or sell, any shares of Class A Common Stock, directly or
indirectly, in any province or territory of Canada or to, or for the benefit of,
any resident of any province or territory of Canada in contravention of the
securities laws thereof and has represented that any offer or sale of shares of
Class A Common Stock in Canada will be made only pursuant to an exemption from
the requirement to file a prospectus in the province or territory of Canada in
which such offer or sale is made. Each U.S. Underwriter has further agreed to
send to any dealer who purchases from it any shares of Class A Common Stock a
notice stating in substance that, by purchasing such shares of Class A Common
Stock, such dealer represents and agrees that it has not offered or sold, and
will not offer or sell, directly or indirectly, any of such shares of Class A
Common Stock in any province or territory of Canada or to, or for the benefit
of, any resident of any province or territory of Canada in contravention of the
securities laws thereof and that any offer or sale of shares of Class A Common
Stock in Canada will be made only pursuant to an exemption from the requirement
to file a prospectus in the province or territory of Canada in which such offer
or sale is made, and that such dealer will deliver to any other dealer to whom
it sells any of such shares of Class A Common Stock a notice containing
substantially the same statement as is contained in this sentence.
 
     Pursuant to the Agreement between U.S. and International Underwriters, each
International Underwriter has represented and agreed that (i) it has not offered
or sold and prior to the date six months after the closing date for the sale of
the International Shares will not offer or sell any shares of Class A Common
Stock to persons in the United Kingdom except to persons whose ordinary
activities involve them in acquiring, holding, managing or disposing of
investments (as principal or agent) for the purposes of their businesses or
otherwise in circumstances which have not resulted and will not result in an
offer to the public in the United Kingdom within the meaning of the Public
Offers of Securities Regulations 1995; (ii) it has complied and will comply with
all applicable provisions of the Financial Services Act 1986 with respect to
anything done by it in relation to the shares of Class A Common Stock offered
hereby in, from or otherwise involving the United Kingdom; and (iii) it has only
issued or passed on and will only issue or pass on any document received by it
in connection with the issue of the shares of Class A Common Stock, to a person
of a kind described in Article 11(3) of the Financial Services Act 1986
(Investment Advertisements) (Exemptions) Order 1998 or a person to whom such
document may otherwise lawfully be issued or passed on.
 
                                       51
<PAGE>   53
 
     Pursuant to the Agreement between U.S. and International Underwriters, each
International Underwriter has further represented that it has not offered or
sold, and has agreed not to offer or sell, directly or indirectly, in Japan or
to or for the account of any resident thereof, any of the shares of Class A
Common Stock acquired in connection with the distribution contemplated hereby,
except for offers or sales to Japanese International Underwriters or dealers and
except pursuant to any exemption from the registration requirements of the
Securities and Exchange Law and otherwise in compliance with applicable
provisions of Japanese law. Each International Underwriter has further agreed to
send to any dealer who purchases from it any of the shares of Class A Common
Stock a notice stating in substance that, by purchasing such shares, such dealer
represents and agrees that it has not offered or sold, and will not offer or
sell, any of such shares of Class A Common Stock, directly or indirectly, in
Japan or to or for the account of any resident thereof except for offers or
sales to Japanese International Underwriters or dealers and except pursuant to
any exemption from the registration requirements of the Securities and Exchange
Law and otherwise in compliance with applicable provisions of Japanese law, and
that such dealer will send to any other dealer to whom it sells any of such
shares of Class A Common Stock a notice containing substantially the same
statement as is contained in this sentence.
 
     The Underwriters propose to offer part of the shares of Class A Common
Stock directly to the public at the Price to Public set forth on the cover page
hereof and part to certain dealers at a price which represents a concession not
in excess of $          per share under the public offering price. The
Underwriters may allow, and such dealers may reallow, a concession not in excess
of $          per share to other Underwriters and to certain dealers. After the
initial offering of the shares of Class A Common Stock, the offering price and
other selling terms may from time to time be varied by the Representatives.
 
     Pursuant to the Underwriting Agreement, the Company has granted to the U.S.
Underwriters an option, exercisable for 30 days from the date of this
Prospectus, to purchase up to an aggregate of           additional shares of
Class A Common Stock at the Price to Public set forth on the cover page hereof,
less underwriting discounts and commissions. The U.S. Underwriters may exercise
such option to purchase solely for the purpose of covering overallotments, if
any, made in connection with the Offering of the shares of Class A Common Stock
offered hereby. To the extent such option is exercised, each U.S. Underwriter
shall become obligated, subject to certain conditions, to purchase approximately
the same percentage of such additional shares of Class A Common Stock as the
number set forth next to such U.S. Underwriter's name in the preceding table
bears to the total number of shares of Class A Common Stock offered by the U.S.
Underwriters hereby.
 
     The Underwriters have informed the Company that they do not intend sales to
discretionary accounts to exceed five percent of the total number of shares of
Class A Common Stock offered by them.
 
     Each of the Company and the directors, executive officers and certain other
stockholders of the Company has agreed that, without the prior written consent
of Morgan Stanley & Co. Incorporated on behalf of the Underwriters, it will not,
during the period ending 90 days after the date of this Prospectus, (i) offer,
pledge, sell, contract to sell, sell any option or contract to purchase,
purchase any option or contract to sell, grant any option, right or warrant to
purchase, lend or otherwise transfer or dispose of, directly or indirectly, any
shares of Class A Common Stock or any securities convertible into or exercisable
or exchangeable for Class A Common Stock or (ii) enter into any swap or other
arrangement that transfers to another, in whole or in part, any of the economic
consequences of ownership of the Class A Common Stock, whether any such
transaction described in clause (i) or (ii) above is to be settled by delivery
of Class A Common Stock or such other securities, in cash or otherwise. The
restrictions described in this paragraph do not apply to (x) the sale of shares
of Class A Common Stock to the Underwriters, (y) the issuance by the Company of
shares of Common Stock upon the exercise of an option or a warrant or the
conversion of a security outstanding on the date of this Prospectus of which the
Underwriters have been advised in writing or (z) transactions by any person
other than the Company relating to shares of Class A Common Stock or other
securities acquired in open market transactions after the completion of the
offering of the shares.
 
     In order to facilitate the offering of the shares of Class A Common Stock,
the Underwriters may engage in transactions that stabilize, maintain or
otherwise affect the price of the Class A Common Stock. Specifically, the
Underwriters may overallot in connection with the offering, creating a short
position in the
 
                                       52
<PAGE>   54
 
Class A Common Stock for their own account. In addition, to cover overallotments
or to stabilize the price of the Class A Common Stock, the Underwriters may bid
for, and purchase, shares of Class A Common Stock in the open market. Finally,
the underwriting syndicate may reclaim selling concessions allowed to an
Underwriter or a dealer for distributing shares of Class A Common Stock in the
Offering, if the syndicate repurchases previously distributed shares of Class A
Common Stock in transactions to cover syndicate short positions, in
stabilization transactions or otherwise. The Underwriters have reserved the
right to reclaim selling concessions in order to encourage Underwriters and
dealers to distribute shares of Class A Common Stock for investment, rather than
short-term profit taking. Increasing the proportion of the Offering held for
investment may reduce the supply of Class A Common Stock available for
short-term trading. Any of these activities may stabilize or maintain the market
price of the Class A Common Stock above independent market levels. The
Underwriters are not required to engage in these activities, and may end any of
these activities at any time.
 
     From time to time, Morgan Stanley & Co. Incorporated has provided, and
continues to provide, investment banking services to the Company, including in
connection with the Acquisition Transactions.
 
     The Company, the Selling Shareholder, and the Underwriters have agreed to
indemnify each other against certain liabilities, including liabilities under
the Securities Act.
 
                                 LEGAL MATTERS
 
     The legal validity of the shares of Class A Common Stock offered hereby
will be passed upon for the Company by Bose McKinney & Evans, Indianapolis,
Indiana. Certain legal matters will be passed upon for the Underwriters by Dow,
Lohnes & Albertson, PLLC, Washington, D.C. Ronald E. Elberger, a partner in Bose
McKinney & Evans, is an officer of the Company.
 
                                    EXPERTS
 
     The audited consolidated financial statements and schedule of Emmis
Broadcasting 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 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 report with
respect thereto and is 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 in this Prospectus, have been audited by Ernst & Young
LLP, independent auditors, as indicated in their report with respect thereto
incorporated herein.
 
                                       53
<PAGE>   55
 
                                 [EMMIS LOGO]
<PAGE>   56
 
                                    PART II
 
                     INFORMATION NOT REQUIRED IN PROSPECTUS
 
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
 
<TABLE>
<S>                                                           <C>
Registration Fee............................................  $   71,906
NASD Fee....................................................      17,500
Printing and Engraving Expenses.............................     300,000
Legal Fees and Expenses.....................................     400,000
Accounting Fees and Expenses................................     300,000
Miscellaneous...............................................     410,594
                                                              ----------
     Total..................................................  $1,500,000
                                                              ==========
</TABLE>
 
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
 
     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, 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.
 
                                      II-1
<PAGE>   57
 
ITEM 16. EXHIBITS.
 
     The following exhibits are filed with this Registration Statement:
 
<TABLE>
<S>       <C>
1         Underwriting Agreement.*
3.1       Amended and Restated Articles of Incorporation of Emmis
          Broadcasting Corporation, incorporated by reference to
          Exhibit 2.3 to the Company's Registration Statement on Form
          S-1, File No. 33-73218, as amended.
3.2       Amended and Restated Bylaws of Emmis Broadcasting
          Corporation, incorporated by reference to Exhibit 2.4 to the
          Company's Quarterly Report on Form 10-Q, for the fiscal
          period ended May 31, 1995.
5         Opinion and consent of Bose McKinney & Evans regarding the
          legality of the securities being registered.
8         Tax opinion and consent of Bose McKinney & Evans.
23.1      Consent of Arthur Andersen LLP.
23.2      Consent of Ernst & Young, LLP.
24        Powers of Attorney.
</TABLE>
 
- -------------------------
* To be filed by amendment.
 
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;
 
             (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 or Form S-8, 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.
 
     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
 
                                      II-2
<PAGE>   58
 
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 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-3
<PAGE>   59
 
                                   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 May 7, 1998.
 
                                          EMMIS BROADCASTING 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 May 7, 1998, by the following persons
in the capacities indicated.
 
<TABLE>
<CAPTION>
                  SIGNATURE                                                TITLE
                  ---------                                                -----
<C>                                                 <S>
 
           /s/ JEFFREY H. SMULYAN*                  Director and Chairman of the Board (Principal
- ---------------------------------------------       Executive Officer)
             Jeffrey H. Smulyan
 
             /s/ DOYLE L. ROSE*                     Director and Radio Division President
- ---------------------------------------------
                Doyle L. Rose
 
          /s/ RICHARD A. LEVENTHAL*                 Director
- ---------------------------------------------
            Richard A. Leventhal
 
           /s/ LAWRENCE B. SORREL*                  Director
- ---------------------------------------------
             Lawrence B. Sorrel
 
             /s/ SUSAN B. BAYH*                     Director
- ---------------------------------------------
                Susan B. Bayh
 
             /s/ GARY L. KASEFF*                    Director
- ---------------------------------------------
               Gary L. Kaseff
 
            /s/ HOWARD L. SCHROTT                   Executive Vice President, Chief Financial Officer
- ---------------------------------------------       and Treasurer (Principal Financial Officer and
              Howard L. Schrott                     Principal Accounting Officer)
 
         *By: /s/ HOWARD L. SCHROTT
   ---------------------------------------
              Howard L. Schrott
              Attorney-in-Fact
</TABLE>
 
                                      II-4

<PAGE>   1
                                                                       EXHIBIT 5
                              BOSE McKINNEY & EVANS
                            2700 First Indiana Plaza
                          135 North Pennsylvania Street
                           Indianapolis, Indiana 46240
                                 (317) 684-5000


May 6, 1998

Emmis Broadcasting Corporation
950 North Meridian Street, Suite 1200
Indianapolis, Indiana  46204

Dear Sirs:

We are acting as counsel to Emmis Broadcasting Corporaiton, an Indiana
corporation (the "Company"), in connection with the registration by the Company
of approximately 4,625,000 shares of the Company's Class A Common Stock, par
value $.01 per share (the "Class A Common Stock"), to be sold by the Company
(plus an underwriters' overallotment option equal to approximately 750,000
shares of Class A Common Stock) and additional Class A Common Stock to be sold
by one or more shareholders. 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 and Amended and Restated Bylaws 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 (a) the applicable provisions of the


<PAGE>   2



Duke Realty Investments, Inc.
May 6, 1998
Page 2


Securities Act of 1933 and such state "blue sky" or securities laws as may be
applicable have been complied with and (b) any shares of Class A Common Stock to
be issued by the Company have been issued and delivered as described in the
Registration Statement, 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
Common Stock.

Very truly yours,

BOSE McKINNEY & EVANS



<PAGE>   1
                                                                       EXHIBIT 8
                              BOSE McKINNEY & EVANS
                          135 North Pennsylvania Street
                                   Suite 2700
                           Indianapolis, Indiana 46204



May 6, 1998

Emmis Broadcasting Corporation
950 North Meridian Street, Suite 1200
Indianapolis, Indiana  46204

Gentlemen:

     We are acting as counsel to Emmis Broadcasting Corporaiton, an Indiana
corporation (the "Company"), in connection with the registration by the Company
of approximately 4,625,000 shares of the Company's Class A Common Stock, par
value $.01 per share (the "Class A Common Stock"), to be sold by the Company
(plus an underwriters' overallotment option equal to approximately 750,000
shares of Class A Common Stock) and additional Class A Common Stock to be sold
by one or more shareholders. 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. In connection
therewith, you have requested our opinion with respect to certain United States
Federal income tax matters matters discussed in the Prospectus which is
contained in the Registration Statement (the "Prospectus"). All capitalized
terms used herein have their respective meanings as set forth in the
Registration Statement unless otherwise stated.

     In rendering the opinions stated below, we have examined and relied, with
your consent, upon the Registration Statement and such other documents, records
and instruments as we have deemed necessary in order to enable us to render the
opinion referred to in this letter. We have further assumed the accuracy of the
statements and descriptions of the Company's intended activities as described in
the Registration Statement and the reports incorporated therein by reference.



<PAGE>   2



Emmis Broadcasting Corporation
May 6, 1998
Page 2




     Based upon and subject to the foregoing, we are of the
opinion that the tax consequences to non-U.S. holders of Class a
Common Stock under the Code will be consistent with the
discussion contained in the section entitled "Certain U.S.
Federal Income Tax Considerations For Non-U.S. Holders of Class A Common
Stock" in the Registration Statement.

     The opinions set forth in this letter represent our conclusions as to the
application of federal income tax laws existing as of the date of this letter to
the transactions described herein. We can give no assurance that legislative
enactments, administrative changes or court decisions may not be forthcoming
that would modify or supersede our opinion. Moreover, there can be no assurance
that positions contrary to our opinion will not be taken by the IRS, or that a
court considering the issues would not hold contrary to such opinion. Further,
the opinion set forth above represents our conclusion based upon the documents,
facts and representations referred to above. Any material amendments to such
documents, changes in any significant facts or inaccuracy of such
representations could affect the opinions referred to herein. Although we have
made such inquiries and performed such investigations as we have deemed
necessary to fulfill our professional responsibilities as counsel, we have not
undertaken an independent investigation of the facts referred to in this letter.

     We express no opinion as to any federal income tax issue or other matter
except that set forth above. We consent to the filing of this opinion as an
exhibit to the Registration Statement

Very truly yours,

BOSE McKINNEY & EVANS


<PAGE>   1
 
                                                                    EXHIBIT 23.1
 
                   CONSENTS 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 consolidated financial statements of Emmis Broadcasting Corporation
included in Emmis Broadcasting Corporation's Form 10-K for the year ended
February 28, 1998 and our reports dated May 1, 1998 on the financial statements
of Tribune New York Radio, Inc. included in Emmis Broadcasting Corporation's
Form 8-K filed on or about May 7, 1998 and to all references to our Firm
included in this registration statement.
 
                                          /s/ ARTHUR ANDERSEN LLP
 
                                          ARTHUR ANDERSEN LLP
 
Indianapolis, Indiana,
May 5, 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 Broadcasting Corporation
for the registration of 5,000,000 shares of its 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 included in its Current Report on Form 8-K
filed with the Securities and Exchange Commission.
 
                                          Ernst & Young LLP
 
New York, New York
May 5, 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 Broadcasting Corporation (the "Company"), 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: May 1, 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 Broadcasting Corporation (the "Company"), 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: May 3, 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 Broadcasting Corporation (the "Company"), 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: May 1, 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 Broadcasting Corporation (the "Company"), 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: May 1, 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 Broadcasting Corporation (the "Company"), 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: May 1, 1998                               /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 Broadcasting Corporation (the "Company"), 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: May 1, 1998                                     /s/  Gary L. Kaseff
                                                       ________________________
                                                            Gary L. Kaseff







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