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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 16)*
Emmis Communications Corporation
(Name of Issuer)
Class A Common Stock, Par Value $0.01 Per Share
(Title of Class of Securities)
291525103
(CUSIP Number)
Jeffrey H. Smulyan
c/o Emmis Communications Corporation
One Emmis Plaza
40 Monument Circle, Suite 700
Indianapolis, IN 46204
(317) 266-0100
with a copy to:
James M. Dubin, Esq.
c/o Paul, Weiss, Rifkind, Wharton & Garrison LLP
1285 Avenue of the Americas
New York, New York 10019-6064
(212) 373-3000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
September 8, 2010
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition
which is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e),
240.13d-1(f) or 240.13d-1(g), check the following box o.
NOTE: Schedules filed in paper format shall include a signed original and five copies of the
schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be
sent.
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The remainder of this cover page shall be filled out for a reporting
persons initial filing on this form with respect to the subject class
of securities, and for any subsequent amendment containing information
which would alter disclosures provided in a prior cover page. |
TABLE OF CONTENTS
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CUSIP No. |
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291525 10 3 |
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Page |
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2 |
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of |
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10 |
The information required on the remainder of this cover page shall not be deemed to be filed
for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject
to the liability of that section of the Act but shall be subject to all other provisions of the Act
(however, see the Notes).
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1 |
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NAME OF REPORTING PERSON:
Jeffrey H. Smulyan |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
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(a) o |
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(b) þ |
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SEC USE ONLY |
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SOURCE OF FUNDS: |
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OO |
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e): |
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o |
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CITIZENSHIP OR PLACE OF ORGANIZATION: |
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United States of America
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7 |
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SOLE VOTING POWER: |
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NUMBER OF |
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0 |
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SHARES |
8 |
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SHARED VOTING POWER: |
BENEFICIALLY |
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OWNED BY |
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6,261,983 1 |
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EACH |
9 |
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SOLE DISPOSITIVE POWER: |
REPORTING |
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PERSON |
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0 |
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WITH |
10 |
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SHARED DISPOSITIVE POWER: |
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6,261,983 1 |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: |
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12,224,008 1, 2 |
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12 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: |
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): |
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Approximately 29.1% 3 |
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14 |
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TYPE OF REPORTING PERSON: |
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IN |
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1 |
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Consists of (i) 8,441.4075 shares of Class A Common Stock held in Mr. Smulyans
401(k) Plan, (ii) 9,755 shares of Class A Common Stock held by Mr. Smulyan
individually, (iii) 4,930,680 shares of Class B Common Stock held by Mr.
Smulyan individually, (iv) 11,120 shares of Class A Common Stock held by Mr.
Smulyan as trustee for his children, (v) 3,000 shares of Class A Common Stock
held by Mr. Smulyan as trustee for his niece, (vi) options to purchase 97,566
shares of Class A Common Stock that are exercisable currently or within 60 days
of September 8, 2010, (vii) options to purchase 1,170,796 shares of Class B
Common Stock that are exercisable currently or within 60 days of September 8,
2010 and (viii) 30,625 shares of Class A Common Stock held by The Smulyan
Family Foundation, as to which Mr. Smulyan shares voting and dispositive
control. Each share of Class B Common Stock is convertible at any time into one
share of Class A Common Stock. |
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Includes: (i) 4,243,578.28 shares of Class A
Common Stock beneficially owned by Alden Global
Capital Limited, Alden Global Distressed
Opportunities Master Fund, L.P. and Smith Management
LLC (collectively, Alden), as disclosed on Aldens
Schedule 13D, filed on July 6, 2010, which consists
of: (x) 1,406,500 shares of Class A Common Stock that
Alden holds and (y) 2,837,078.28 shares of Class A
Common Stock into which the 1,162,737 shares of 6.25%
Series A Preferred Stock, $0.01 par value, of the
Issuer (the Preferred Stock) are convertible; and
(ii) 1,718,446 shares of Class A Common Stock held by
the shareholders of the Issuer set forth in the
Rollover Agreement, dated May 24, 2010, by and among
JS Acquisition, LLC and such shareholders. |
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The calculation of the foregoing percentage is
based on (i) 32,913,373 shares of Class A Common
Stock outstanding as of June 16, 2010 as disclosed on
the Issuers Definitive Proxy Statement/Offer to
Exchange on Schedule 14A filed with the SEC on July
6, 2010, (ii) 2,837,078.28 shares of Class A Common
Stock that would be issued upon conversion of the
1,162,737 shares of Preferred Stock held by Alden, as
disclosed on Aldens Schedule 13D filed on July 6,
2010, (iii) 6,101,476 shares of Class A Common Stock
issuable upon conversion of the shares of Class B
Common Stock beneficially owned by Mr. Smulyan
(including upon the exercise of options to purchase
shares of Class B Common Stock held by Mr. Smulyan
that are exercisable currently or within 60 days of
September 8, 2010) and (iv) 97,566 shares of Class A
Common Stock issuable upon the exercise of options to
purchase shares of Class A Common Stock held by Mr.
Smulyan that are exercisable currently or within 60
days of September 8, 2010. Each share of Class B
Common Stock is convertible at any time into one
share of Class A Common Stock. Holders of Class A
Common Stock and Class B Common stock vote as a
single class in all matters submitted to a vote of
the stockholders, with each share of Class A Common
Stock entitled to one vote per share and each share
of Class B Common Stock entitled to ten votes per
share, except (a) with respect to any Going Private
Transaction (as such term is defined in the Issuers
articles of incorporation) between the Issuer and Mr.
Smulyan, any affiliate of Mr. Smulyan and any group
of which Mr. Smulyan or any affiliate of Mr. Smulyan
is a member, in which case the holders of Class A
Common Stock and Class B Common Stock shall vote as a
single class, with each share of Class A Common Stock
and Class B Common Stock entitled to one vote and (b)
as otherwise provided in the Issuers articles of
incorporation or as otherwise provided by law. The
shares of Preferred Stock have no voting rights. The
shares deemed to be beneficially owned by the
Reporting Persons represent approximately 69.3% of
the combined voting power of the outstanding shares
of Class A Common Stock and Class B Common Stock,
voting together as a single class. |
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CUSIP No. |
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291525 10 3 |
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Page |
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3 |
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of |
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10 |
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1 |
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NAME OF REPORTING PERSON:
JS Acquisition, Inc. |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
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(a) o |
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(b) þ |
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3 |
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SEC USE ONLY |
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SOURCE OF FUNDS: |
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OO |
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e): |
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o |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION: |
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United States of America
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7 |
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SOLE VOTING POWER: |
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NUMBER OF |
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0 |
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SHARES |
8 |
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SHARED VOTING POWER: |
BENEFICIALLY |
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OWNED BY |
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6,261,983 1 |
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EACH |
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SOLE DISPOSITIVE POWER: |
REPORTING |
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PERSON |
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0 |
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WITH |
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SHARED DISPOSITIVE POWER: |
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6,261,983 1 |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: |
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12,224,008 1, 2 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): |
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Approximately 29.1% 3 |
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TYPE OF REPORTING PERSON: |
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CO |
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CUSIP No. |
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291525 10 3 |
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Page |
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4 |
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of |
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10 |
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1 |
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NAME OF REPORTING PERSON:
JS Acquisition, LLC |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
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(a) o |
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(b) þ |
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3 |
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SEC USE ONLY |
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4 |
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SOURCE OF FUNDS: |
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OO |
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5 |
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e): |
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o |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION: |
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United States of America
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7 |
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SOLE VOTING POWER: |
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NUMBER OF |
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0 |
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SHARES |
8 |
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SHARED VOTING POWER: |
BENEFICIALLY |
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OWNED BY |
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6,261,983 1 |
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EACH |
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SOLE DISPOSITIVE POWER: |
REPORTING |
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PERSON |
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0 |
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WITH |
10 |
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SHARED DISPOSITIVE POWER: |
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6,261,983 1 |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: |
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12,224,008 1, 2 |
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12 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: |
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o
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): |
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Approximately 29.1% 3 |
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14 |
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TYPE OF REPORTING PERSON: |
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OO |
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CUSIP No. |
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291525 10 3 |
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Page |
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5 |
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of |
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Amendment No. 16 to Schedule 13D
This Amendment No. 16 to Schedule 13D (this Amendment No. 16) is being filed by (i) Jeffrey H.
Smulyan, an individual, (ii) JS Acquisition, Inc., an Indiana corporation (JS Acquisition, Inc.),
and (iii) JS Acquisition, LLC, an Indiana limited liability company (JS Acquisition, LLC and,
together with Mr. Smulyan and JS Acquisition, Inc., the Reporting Persons) and relates to the
Class A Common Stock, par value $0.01 per share (the Class A Common Stock), of Emmis
Communications Corporation, an Indiana corporation (the Issuer). The Schedule 13D filed on
October 3, 1995 by Mr. Smulyan, as amended and restated by Amendment No. 1 filed by Mr. Smulyan on
May 10, 2006, as amended and supplemented by Amendment No. 2 filed by Mr. Smulyan on August 7,
2006, as amended and restated by Amendment No. 3 filed by Mr. Smulyan on September 18, 2006, as
amended and supplemented by Amendment No. 4 filed by Mr. Smulyan on January 12, 2010, as amended
and supplemented by Amendment No. 5 filed by Mr. Smulyan on April 27, 2010, as amended and
supplemented by Amendment No. 6 filed by the Reporting Persons on May 27, 2010, as amended and
supplemented by Amendment No. 7 filed by the Reporting Persons on June 7, 2010, as amended and
supplemented by Amendment No. 8 filed by the Reporting Persons on June 24, 2010, as amended and
supplemented by Amendment No. 9 filed by the Reporting Persons on July 6, 2010, as amended and
supplemented by Amendment No. 10 filed by the Reporting Persons on August 4, as amended and
supplemented by Amendment No. 11 filed by the Reporting Persons on August 9, as amended and
supplemented by Amendment No. 12 filed by the Reporting Persons on August 16, 2010, as amended and
supplemented by Amendment No. 13 filed by the Reporting Persons on August 23, 2010, as amended and
supplemented by Amendment No. 14 filed by the Reporting Persons on August 30, 2010 and as amended
and supplemented by Amendment No. 15 filed by the Reporting Persons on September 3, 2010 is hereby
amended and supplemented by the Reporting Persons as set forth below in this Amendment No. 16.
Capitalized terms used but not otherwise defined herein have the meanings ascribed to them in the
Schedule 13D, as amended and filed with the Securities and Exchange Commission.
Item 4. Purpose of Transaction.
The disclosure in Item 4 is hereby amended and supplemented to add the following after the final
paragraph thereof:
As of the expiration of the Tender Offer and the Exchange Offer at 5:00 p.m., New York City
time, on Wednesday, September 8, 2010, 19,968,517 shares of Class A Common Stock had been tendered into
and not withdrawn from the Tender Offer, and 418,503 shares of Preferred Stock had been tendered into
and not withdrawn from the Exchange Offer. Also on September 8, 2010, the special meeting of the
Issuers shareholders to vote on the Proposed Amendments was adjourned from 6:30 p.m., local time,
until 8:30 a.m., local time, on Thursday, September 9, 2010, at the Issuers Headquarters.
On September 9, 2010, the special meeting to vote on the Proposed Amendments was convened at 8:30
a.m., local time, at the Issuers Headquarters. Both the Tender Offer and Exchange Offer were
conditioned on, among other things, obtaining the required vote for certain amendments to the terms
of the Preferred Stock at this special meeting. The required vote of the Issuers shareholders was
not obtained at the special meeting, and in light of the failure of the
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CUSIP No. |
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291525 10 3 |
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Page |
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aforementioned condition, the Tender Offer was terminated and JS
Acquisition, Inc. issued a press release in connection therewith. Similarly, the Exchange Offer was
also terminated and the Issuer issued a press release in connection
therewith. No shares of Class A Common Stock were
purchased by JS Acquisition, Inc. pursuant to the Tender Offer, no shares of Existing Preferred
Stock were exchanged for New Notes pursuant to the Exchange Offer, and both JS Acquisition, Inc.
and the Issuer have instructed the depositary for the shares to promptly return all shares of Class
A Common Stock and shares of Existing Preferred Stock tendered into the Offer and the Exchange
Offer to the tendering shareholders, without any action required on the part of the shareholders.
Also on September 9, 2010, the Reporting Persons and the Issuer filed an Amendment to their
combined Statement on Schedule TO and Schedule 13E-3 with the SEC and issued a press release
announcing the termination of the Tender Offer.
Amendment No. 10 to the Schedule TO has been attached hereto as Exhibit 16 and is deemed
incorporated herein by reference. The foregoing description of Amendment No. 10 to the Schedule TO
does not purport to be complete and is qualified in its entirety by reference to Amendment No. 10
to the Schedule TO. Shareholders and investors are encouraged to read the Schedule TO and all
amendments to the Schedule TO carefully.
The
Reporting Persons intend to review their investment in the Issuer on a continuing basis and
may engage in discussions with the Board of Directors and shareholders of the Issuer concerning
the business, operations and future plans of the Issuer and general industry and economic
conditions, except that the Reporting Persons currently have no intention of selling any
shares of Class A Common Stock or Class B Common Stock. Each of the Reporting Persons, in
such capacity, may discuss ideas that, if effected, may relate to, or may result in, any of
the matters listed in Items 4(a)-(j) of Schedule 13D, except that the Reporting Persons
currently have no intention of selling any shares of Class A Common Stock or Class B
Common Stock. Depending on various factors including, without limitation, the Issuers
financial position and investment strategy, the price levels of the Class A Common Stock
and the Class B Common Stock, conditions in the securities markets and general economic
and industry conditions, the Reporting Persons may in the future take such actions with
respect to their investments in the Issuer as they deem appropriate including, without
limitation, communications with the Board of Directors, engaging in discussions with
third parties about the Issuer and the Reporting Persons investment, making proposals
to the Issuer concerning changes to the capitalization, ownership structure or operations
of the Issuer, purchasing additional shares of Class A Common Stock or Class B Common
Stock or related derivative securities or changing their intention with respect to any
and all matters referred to in Items 4(a)-(j) of Schedule 13D, except that the Reporting
Persons currently have no intention of selling any shares of Class A Common Stock or
Class B Common Stock.
Other
than as described above, the Reporting Persons do not currently have any plan or proposal
which relates to, or may result in, any of the matters listed in
Items 4(a)-(j) of Schedule 13D,
although the Reporting Persons may, at any time and from time to time, review or reconsider
their position and/or change their purpose and/or formulate plans or proposals with respect
thereto.
Item 5. Interest in Securities of the Issuer.
The disclosure in Item 5 is hereby amended and restated as follows:
(a)-(b) As of September 8, 2010, the Reporting Persons may be deemed to beneficially own
6,122,532 shares of Class A Common Stock and 6,101,476 shares of Class B Common Stock, which are
convertible into shares of Class A Common Stock at any time on a share-for-share basis. The shares
of Common Stock that the Reporting Person may be deemed to beneficially own consist of:
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8,441.4075 shares of Class A Common Stock held in the 401(k) Plan; |
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(ii) |
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9,755 shares of Class A Common Stock held by Mr. Smulyan
individually; |
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(iii) |
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11,120 shares of Class A Common Stock held by Mr. Smulyan
for his children over which Mr. Smulyan exercises or shares voting control; |
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(iv) |
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3,000 shares of Class A Common Stock held by Mr. Smulyan as
trustee for his niece over which Mr. Smulyan exercises or shares voting
control; |
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(v) |
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options to purchase 97,566 shares of Class A Common Stock
that are exercisable currently or within 60 days of September 8, 2010; |
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(vi) |
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30,625 shares of Class A Common Stock held by The Smulyan
Family Foundation, as to which Mr. Smulyan shares voting control; |
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(vii) |
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4,930,680 shares of Class B Common Stock held by Mr. Smulyan
individually;
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CUSIP No. |
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291525 10 3 |
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(viii) |
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options to purchase 1,170,796 shares of Class B Common Stock that are
exercisable currently or within 60 days of September 8, 2010; |
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(ix) |
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4,243,578.28 shares of Class A Common Stock beneficially
owned by Alden, as disclosed on Aldens Schedule 13D, filed on July 6, 2010,
which consists of: (i) 1,406,500 shares of Class A Common Stock that Alden
holds and (ii) 2,837,078.28 shares of Class A Common Stock into which the
1,162,737 shares of Preferred Stock are convertible; and |
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(x) |
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1,718,446 shares of Class A Common Stock held by the Rollover
Shareholders. |
The following is the information required by Item 2 of this Schedule with respect to each person
with whom the Reporting Persons share the power to vote or to direct the vote or to dispose or
direct the disposition:
(a) RONALD E. ELBERGER
(b) The business address of Mr. Elberger is 135 North Pennsylvania Street, Suite 2700,
Indianapolis, IN 46204.
(c) The present principal occupation of Mr. Elberger is Attorney/Partner with Bose, McKinney & Evans, LLP.
(d) During the past five years, Mr. Elberger has not been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors).
(e) During the past five years, Mr. Elberger has not been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and as a result of such proceeding,
was or is subject to a judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state securities laws or finding any
violation with respect to such laws.
(f) Mr. Elberger is a citizen of the United States of America.
(a) BRUCE JACOBSON
(b) The business address of Mr. Jacobson is 800 East 96th Street, Suite 500, Indianapolis, IN 46240.
(c) The present principal occupation of Mr. Jacobson is Senior Vice President of KSM Business Services; he is a retired partner of Katz, Sapper & Miller LLP.
(d) During the past five years, Mr. Jacobson has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) During the past five years, Mr. Jacobson has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding, was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any
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CUSIP No. |
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291525 10 3 |
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Page |
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8 |
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10 |
violation with respect to such laws.
(f) Mr. Jacobson is a citizen of the United States of America.
(a) GARY KASEFF
(b) The business address of Mr. Kaseff is 3500 W. Olive Avenue, Suite 1450, Burbank, CA 91505.
(c) The present principal occupation of Mr. Kaseff is employee and director of the Issuer and
certain of its subsidiaries.
(d) During the past five years, Mr. Kaseff has not been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors).
(e) During the past five years, Mr. Kaseff has not been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and as a result of such proceeding,
was or is subject to a judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f) Mr. Kaseff is a citizen of the United States of America.
The shares that the Reporting Persons may be deemed to beneficially own represent approximately
29.1% of the outstanding shares of Class A Common Stock and 69.3% of the combined voting power of
the outstanding shares of Class A Common Stock and Class B Common Stock, voting together as a
single class. Holders of Class A Common Stock and Class B Common stock vote as a single class in
all matters submitted to a vote of the stockholders, with each share of Class A Common Stock
entitled to one vote per share and each share of Class B Common Stock entitled to ten votes per
share, except (a) with respect to any Going Private Transaction (as such term is defined in the
Issuers articles of incorporation) between the Issuer and Mr. Smulyan, any affiliate of Mr.
Smulyan and any group of which Mr. Smulyan or any affiliate of Mr. Smulyan is a member, in which
case the holders of Class A Common Stock and Class B Common Stock shall vote as a single class,
with each share of Class A Common Stock and Class B
Common Stock entitled to one vote and (b) as otherwise provided in the Issuers articles of
incorporation or as otherwise provided by law. The shares of Preferred Stock have no voting
rights.
The percentage of the Class A Common Stock that the Reporting Persons may be deemed to beneficially
own as set forth in this Item 5 is calculated based on: (i) 32,913,373 shares of Class A Common
Stock outstanding as of June 16, 2010 as disclosed on the Issuers Definitive Proxy Statement/Offer
to Exchange on Schedule 14A filed with the SEC on July 6, 2010; (ii) 2,837,078.28 shares of Class A
Common Stock that would be issued upon conversion of the 1,162,737 shares of Preferred Stock held
by Alden, as disclosed on Aldens Schedule 13D filed on July 6, 2010; (iii) 6,101,476 shares of
Class A Common Stock issuable upon conversion of the shares of Class B Common Stock beneficially
owned by Mr. Smulyan (including upon the exercise of options to purchase shares of Class B Common
Stock held by Mr. Smulyan that are exercisable currently or within 60 days of September 8, 2010);
and (iv) the 97,566 shares of Class A Common Stock issuable upon the exercise of options to
purchase shares of Class A
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291525 10 3 |
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9 |
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10 |
Common Stock held by Mr. Smulyan that are exercisable currently or within 60 days of September 8,
2010.
The percentage of the combined voting power of the outstanding shares of Class A Common Stock
and Class B Common Stock, voting together as a single class, that the Reporting Persons may be
deemed to beneficially own as set forth in this Item 5 is calculated based on: (i) the number of
outstanding shares of Class A Common Stock set forth in clause (i) of the immediately preceding
paragraph; (ii) the number of shares of Class A Common Stock that would be issuable upon conversion
of the shares of Preferred Stock held by Alden set forth in clause (ii) of the immediately
preceding paragraph; (iii) 4,930,680 shares of Class B Common Stock outstanding as of June 16, 2010
as disclosed on the Issuers Definitive Proxy Statement/Offer to Exchange on Schedule 14A filed
with the SEC on July 6, 2010; (iv) the number of shares of Class B Common Stock issuable upon the
exercise of options to purchase shares of Class B Common Stock held by Mr. Smulyan that are
exercisable currently or within 60 days of September 8, 2010, if any; and (v) the number of shares
of Class A Common Stock issuable upon the exercise of options to purchase shares of Class A Common
Stock held by Mr. Smulyan that are exercisable currently or within 60 days of September 8, 2010, if
any.
In addition, pursuant to Section 13(d)(3) of the Securities Exchange Act of 1934, as amended,
the Reporting Persons and entities controlled by the Reporting Persons may be considered to be a
group with Alden and its affiliates and/or a group with the Rollover Shareholders. Therefore
shares beneficially owned by Alden and its affiliates and/or the Rollover Shareholders may be
attributed to the Reporting Persons. The Reporting Persons disclaim any membership or
participation in a group with Alden and its affiliates or a group with the Rollover
Shareholders.
Except as otherwise provided in Item 2, Item 4 or this Item 5, no one other than the Reporting
Persons has the power to vote or to direct the vote, and the power to dispose or to direct the
disposition of, the shares of Class A Common Stock that the Reporting Persons may be deemed to
beneficially own.
(c) Except as otherwise provided in Item 2, Item 4 or this Item 5, the Reporting Persons have
not effected any transactions in the Class A Common Stock or the Class B Common Stock during the
past 60 days.
(d) Except as otherwise described in Item 2, Item 4 or this Item 5, no one other than the
Reporting Persons has the right to receive, or the power to direct the receipt of, dividends from,
or the proceeds from the sale of, any of the securities of the Issuer beneficially owned by the
Reporting Persons as described in Item 5.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationship with Respect to Securities of the Issuer
The disclosure in Item 6 is hereby amended and supplemented by deleting the second paragraph
thereof and replacing it with the following:
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The information set forth in response to this Item 6 is qualified in its entirety by
reference to the Securities Purchase Agreement, the Rollover Agreement, the Merger Agreement, the
Schedule TO, Amendment No. 1 to the Schedule TO, Amendment No. 2 to the Schedule TO, Amendment No.
3 to the Schedule TO, Amendment No. 4 to the Schedule TO, Amendment No. 5 to the Schedule TO,
Amendment No. 6 to the Schedule TO, Amendment No. 7 to the Schedule TO, Amendment No. 8 to the
Schedule TO, Amendment No. 9 to the Schedule TO, Amendment No. 10 to the Schedule TO and the
Lock-Up Agreement, which are incorporated herein by reference.
Item 7. Material to be Filed as Exhibits
Item 7 is hereby amended and supplemented to add the following as exhibits hereto:
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Exhibit No. |
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Description |
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Filed With |
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16
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Amendment No. 10 to the
combined Statement on
Schedule TO and Schedule
13E-3, dated September 9,
2010 (incorporated herein
by reference to Amendment
No. 10 to the combined
Statement on Schedule TO
and Schedule 13E-3 filed by
JS Acquisition, Inc., JS
Acquisition, LLC, Jeffrey
H. Smulyan and Emmis
Communications Corporation
with the SEC on September
9, 2010).
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Filed with Amendment No. 16 |
SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief, the undersigned
certifies that the information set forth in this statement is true, complete and correct.
Dated: September 9, 2010
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/s/ Jeffrey H. Smulyan
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Jeffrey H. Smulyan |
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JS ACQUISITION, INC.
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By: |
/s/ Jeffrey H. Smulyan
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Name:
Jeffrey H. Smulyan |
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Title:
President |
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JS ACQUISITION, LLC
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By: |
/s/ Jeffrey H. Smulyan
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Name:
Jeffrey H. Smulyan |
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Title:
Manager |
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