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Nice movement going on here. 52 week high and some nice insider buys!
SMULYAN JEFFREY H member of 10% 13(d) group 2012-07-17 Buy 268,100 $1.87 9.09 view
SIMON HERBERT Member of 10% owner 13d group 2012-07-16 Buy 173,600 $1.88 8.51 view
Walsh Patrick M Executive VP, COO/CFO 2012-07-16 Buy 1,630 $1.79 13.97 view
HSJS, LLC Member of 10% owner 13d group 2012-07-16 Buy 173,600 $1.88 8.51 view
long some shares here nice break coming 1.70 push
short executed at 1.35...good luck, michael
I covered a short there from approx 1.59..I have a short order at 1.35 for another round..i may have to enter at a lower price...i think this goes back under a buck after the earnings came out showing the widening loss...jmo...good luck, michael
SEC 8-K and related news for same....good luck, michael
http://www.otcmarkets.com/edgar/GetFilingHtml?FilingID=8563836
PR for above 8-K
http://ih.advfn.com/p.php?pid=nmona&article=52164604
LATEST NEWS~Emmis Announces Series of Transactions Related to 98.7FM in New York...good luck, michael
==================================================================
Emmis Announces Series of Transactions Related to 98.7FM in New York
INDIANAPOLIS, April 26, 2012 /PRNewswire via COMTEX/ -- Emmis Communications (Nasdaq: EMMS) today announced a long-term Local Programming and Marketing Agreement (LMA) with ESPN Radio to provide programming and sell advertising on New York's 98.7FM. Emmis also entered into a transaction to sell the intellectual property rights of Kiss FM, the current format Emmis programs on 98.7FM, to YMF Media, who is in the process of acquiring New York radio stations WBLS-FM and WLIB-AM. In conjunction with these transactions, Emmis also announced that it entered into a loan agreement with a large insurance company. The total consideration related to the proceeds from the loan agreement, initial payment from the sale of Kiss FM intellectual property rights, and the present value of certain loan reserves required under the agreement with the insurance company which Emmis expects to receive in the future, will be approximately $96 million. The long-term LMA is not tied to a sale of the station. Transaction proceeds will be used to repay amounts outstanding under Emmis' senior credit facility and to pay transaction fees and expenses.
"We want to thank our loyal employees and especially the fans of Kiss FM for an amazing 30 year run including several periods where Kiss was the number one ranked station in New York," Emmis Chairman and CEO Jeff Smulyan said. "Recent changes in the way radio ratings are measured made it very difficult for us to find success with Kiss FM despite the great work of our Emmis New York team. We hope the best parts of Kiss will continue to live on. With enhanced financial flexibility we look forward to enhancing our service to New York's urban community at our award winning Hot97 brand."
This weekend Emmis New York plans to celebrate 30 years of Kiss FM. Emmis purchased Kiss FM 98.7 in 1994.
"I have so many friends on the Kiss FM team and this is an extraordinarily difficult decision for me, however the benefits to the financial health of Emmis as a whole are significant. Coupled with the sale of a controlling interest in three of our radio stations to Merlin Media and the forthcoming sale of KXOS in Los Angeles, we will have one of the healthiest balance sheets in media thereby positioning Emmis for future growth," Smulyan said.
The Emmis employees affected by today's announcement will receive generous severance packages.
Paul, Weiss, Rifkind, Wharton & Garrison LLP and Wiley Rein LLP served as legal counsel and Moelis & Company served as financial advisor to Emmis.
Emmis Communications Corporation is a diversified media company, principally focused on radio broadcasting. Emmis operates the 8th largest publicly traded radio portfolio in the United States based on total listeners. Emmis owns 18 FM and two AM radio stations in New York, Los Angeles, St. Louis, Austin (Emmis has a 50.1% controlling interest in Emmis' radio stations located there), Indianapolis and Terre Haute, IN.
Note: Certain statements included in this press release which are not statements of historical fact, including but not limited to those identified with the words "expect," "will" or "look" are intended to be, and are, by this Note, identified as "forward-looking statements," as defined in the Securities and Exchange Act of 1934, as amended. Such statements involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of the Company to be materially different from any future result, performance or achievement expressed or implied by such forward-looking statement. Such factors include, among others: general economic and business conditions; fluctuations in the demand for advertising and demand for different types of advertising media; our ability to service our outstanding debt; increased competition in our markets and the broadcasting industry; our ability to attract and secure programming, on-air talent, writers and photographers; inability to obtain (or to obtain timely) necessary approvals for purchase or sale transactions or to complete the transactions for other reasons generally beyond our control; increases in the costs of programming, including on-air talent; inability to grow through suitable acquisitions; changes in audience measurement systems new or changing regulations of the Federal Communications Commission or other governmental agencies; competition from new or different technologies; war, terrorist acts or political instability; and other factors mentioned in documents filed by the Company with the Securities and Exchange Commission.
Emmis does not undertake any obligation to publicly update or revise any forward-looking statements because of new information, future events or otherwise.
SOURCE Emmis Communications
www.prnewswire.com
Copyright (C) 2012 PR Newswire. All rights reserved
CONTINUED LISTING ON NASDAQ~...good luck, michael
On April 26, 2012, Emmis Communications Corporation (the “Company”) received notice indicating that the NASDAQ Listing Qualifications Panel (the “Panel”) has granted the Company’s request for continued listing on The NASDAQ Global Select Market, subject to the Company evidencing a closing bid price of at least $1.00 per share, as required by NASDAQ Listing Rule 5450(a)(1), for a minimum of ten consecutive business days by August 27, 2012.
8-K http://www.otcmarkets.com/edgar/GetFilingHtml?FilingID=8570583
This is going to explode to new 52wk highs imo...the delisting notice is history!...good luck, michael
I don't know the complete details but from what I can see this is very big news for a company that was in big $$ trouble. Almost like a saving grace from BK?
JMO, still reading a few details on this one.
Thats what im hoping for
It took news today but EMMS might be 1st day of a nice run here on the $100M news.
A strategy to vote dead shares.....good luck, michael
Times:NY March 29, 2012
There was an old joke in which a man said that when he died he hoped to be buried in Chicago, so that he could continue to vote.
Emmis Communications, an owner of radio stations around the United States, not to mention in Slovakia and Bulgaria, is based in Indianapolis, which may be on its way to becoming the Chicago of capitalism.
Put briefly, Emmis and its controlling shareholder have hatched an ingenious plan to make the company’s preferred shares all but worthless and strip them of their rights.
To do that requires getting two-thirds of the preferred shares to agree, which would normally be impossible.
But not if Emmis can persuade a state judge in Indiana to bless its strategy to allow dead shares to be voted.
If it succeeds, that strategy could have serious ramifications for investors in other companies. “It is not a good thing,” said Charles Elson, a law professor and director of the John L. Weinberg Center for Corporate Governance at the University of Delaware. “Ultimately, the court has to protect the minority investors or the minority shares will be worthless and no one will invest.”
Here’s the situation. Back in 1999, when radio properties were hot, Emmis sold convertible preferred stock at $50 a share. The shares were to pay 6.5 percent a year in dividends. The dividends were cumulative, meaning that if they were not paid the company would still owe them and would have to pay them before any money could be paid to common shareholders. If dividends were not paid for a year and a half, the preferred shares would be entitled to elect two directors.
Like all preferred shares, those shares offered investors greater security and higher income than an investment in common stock, but less chance of a big upside if the company did well.
If the company went private, it would have to redeem the shares at $50 plus accrued dividends. Emmis has not paid dividends on the preferred since 2008, and a little over $11 in unpaid dividends has accumulated. The market price of the shares collapsed after dividend payments were halted.
The provision in the preferred stock contract that allows the terms to be changed with the consent of the owners of two-thirds of the shares is fairly standard. It assumes that investors in a company in trouble might want to cut a deal that gave them something rather than the nothing that they might receive if the company went bankrupt.
Emmis is not doing very well, but it has sold some radio stations and is bringing down debt. A big part of its reported profits in the most recently reported quarter — $56.8 million — stemmed from its effective repurchase of most of the preferred shares at a large discount to face value. It stated in its quarterly report that those shares had been “extinguished.”
But as far as Emmis is concerned, extinguished is not the same as gone. It figures that they can still be voted as the company’s board wishes. And the board wishes to extinguish nearly all the rights of the preferred stock. It wants to cancel the unpaid dividends and never pay another dividend again. The only right remaining would be to convert each $50 preferred share into 2.44 common shares. At current prices, the conversion value is about $2.
How does Emmis think it can vote the dead shares? It says it did not really buy them, even though they are no longer alive under tax and accounting rules. Instead, the company says, it entered into a “total return swap.” The previous owners of the shares got a price — often about $15 or $16 — and no longer have any economic interest in the shares. But Emmis says those owners still have the voting rights and, as part of the swap, have agreed to vote them as Emmis orders.
Last week Emmis, which is incorporated in Indiana, asked a state court in Indianapolis to issue a declaratory judgment that its actions were proper. It names as defendants in the suit several institutional investors who own preferred shares and are resisting the company’s move.
The company is represented by James A. Strain, a partner at Taft Stettinius & Hollister. Company officials have told investors he wrote the Indiana law and was confident that the Emmis strategy was legal. Taft’s Web site states Mr. Strain, who declined to be interviewed, was “one of the architects of the Indiana Business Corporation Law.”
There does not appear to be any direct precedent in Indiana, or anywhere else, for this particular strategy.
In Delaware, where most major corporations are incorporated, courts have held that a company need only comply with the contract with preferred investors, loopholes included. That is what Emmis claims it is doing.
“We’ve got a contract,” Patrick M. Walsh, the company’s chief financial officer, told me. “The rights are spelled out in that contract. We feel like we are acting in the corporation’s and the shareholders’ best interests.”
But there are also cases in Delaware that could point the other way. “For many years, Delaware decisions have expressed consistent concerns about transactions that create a misalignment between the voting interest and the economic interest of shares,” the state’s Supreme Court said in a 2010 decision that quoted articles by Henry Hu, a law professor at the University of Texas.
I asked Professor Hu, who was also the first director of the division of risk, strategy and financial innovation at the Securities and Exchange Commission, to look at the Emmis plan.
“I would think that a Delaware court would strain hard to say that not only is there a misalignment, but this is a negative economic interest,” he said, and added that the shares would be voted in the interests of the common shareholders, who were seeking to profit by taking away the rights of the preferred shares.
The battle is even more complicated than the above would indicate. Unable to get two-thirds of the shares that had been issued, Emmis decided to issue some more to a newly created employee benefit plan. The right to vote them will go to Jeffrey H. Smulyan, the Emmis founder and chief executive. Add those votes to the ones it already has, and the company would have the two-thirds majority even if every actual investor in the stock voted against the plan.
A shareholder meeting on Monday will approve creation of the employee benefit trust and issuance of the preferred shares. Since Mr. Smulyan controls a majority of the votes, through super voting shares, the outcome is not in doubt.
After that vote, the company plans to hold another shareholder meeting as soon as possible, perhaps within weeks. At that meeting, the preferred shares are to be stripped of their rights, and the directors elected by the preferred shares are to be kicked off the board.
Financing the purchases and “total return swaps” was not easy for Emmis. Its bank lenders demanded and got $1.1 million in fees to allow the purchases, but did not provide the cash. That came from a $35 million loan from a fund run by Sam Zell, the real estate investor whose previous venture into the media world, taking over the Tribune Company, ended in bankruptcy. Emmis is paying an interest rate of 22.95 percent.
Emmis management is not happy with the criticism it has been receiving. Mr. Smulyan told me he did not want to see the minority preferred shareholders left out in the cold, and that such an outcome would not happen if the institutional investors blocking the deal would stop being so “greedy and unrealistic” and agreed to sell out on terms the company deemed to be fair.
Mr. Smulyan tried to take Emmis private in 2006 and again in 2010, with the last effort blocked by a failure to get support from enough preferred shareholders. He told me he had no intention of making a third try. Instead, he said, he had acted only after some preferred investors asked for a way to sell their stock.
He argues that his strategy is not very different from a tactic companies sometimes use, of soliciting consents from bondholders or preferred shareholders at the same time as they tender for the securities. That tactic can be very coercive, but at least the votes are cast by people who have a stake in the company when they cast them.
I learned of this case from James Grant, the editor of Grant’s Interest Rate Observer, who wrote in the current issue of that publication that a victory for Emmis “would shake the presumption that contract law applies even when, from the point of view of the insiders, it would be more convenient if it didn’t.”
There are 126,221 preferred shares of Emmis now held by investors who have neither sold out to Emmis nor joined the blocking group. Most of those shares appear to be owned by individual investors, some of whom probably paid $50 a share for them in 1999.
If there is no settlement, and if the Indiana court rules as Emmis expects, those shares will be worth about $2, thanks to a voting arrangement that the old Chicago Democratic machine would have found all too familiar.
Floyd Norris comments on finance and the economy at nytimes.com/economix.
http://www.nytimes.com/2012/03/30/business/emmis-chases-a-strategy-to-vote-dead-shares.html?partner=yahoofinance
With the increase in SP looks like they will regain compliance in a matter of weeks and days imo...good luck, michael
That chart is a thing of beauty!..good luck, michael
Headed back to a buck imo...they will regain compliance imo..too big to fail...good luck, michael
It seems Emmis is about to be delisted. Probably a reverse split coming to bring it back above 1.00.
I wonder if by this pr...helping out during hurricane Irene if people will buy into it n cause a rise in PPS until now I have never heard of this stocj..has it done a R/S in the past to be listed in the exchange where it's at now?
Go $EMMS!!! Very nice quiet day of trading with this dollar menu stock
$EMMS #bulls Just bought myself 1k stock of my favorite radio station, I hope this Media company takes off soon. =)
Happy investing
SLXCF.ob is next
kaboom.
bingo.
see if the volume keeps coming here to fuel a break...
Im in at .83
EMMS 10-Q filed 10/15/2010: Three Months Ended August 31, Six Months Ended August 31,
See full filing here: EMMS 10-Q
Form 10-Q for EMMIS COMMUNICATIONS CORP
15-Oct-2010
Quarterly Report
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
Note: Certain statements included in this report or in the financial statements contained herein which are not statements of historical fact, including but not limited to those identified with the words "expect," "should," "will" or "look" are intended to be, and are, by this Note, identified as "forward-looking statements," as defined in the Securities and Exchange Act of 1934, as amended. Such statements involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of the Company to be materially different from any future result, performance or achievement expressed or implied by such forward-looking statement. Such factors include, among others:
? general economic and business conditions;
? fluctuations in the demand for advertising and demand for different types of advertising media;
? our ability to service our outstanding debt;
? loss of key personnel;
? increased competition in our markets and the broadcasting industry;
? our ability to attract and secure programming, on-air talent, writers and photographers;
? inability to obtain (or to obtain timely) necessary approvals for purchase or sale transactions or to complete the transactions for other reasons generally beyond our control;
? increases in the costs of programming, including on-air talent;
? new or changing regulations of the Federal Communications Commission or other governmental agencies;
? changes in radio audience measurement methodologies;
? competition from new or different technologies;
? war, terrorist acts or political instability; and
? other factors mentioned in other documents filed by the Company with the Securities and Exchange Commission.
For a more detailed discussion of these and other risk factors, see the Risk Factors section of our Annual Report on Form 10-K/A, for the year ended February 28, 2010. Emmis does not undertake any obligation to publicly update or revise any forward-looking statements because of new information, future events or otherwise.
GENERAL
We are a diversified media company. We own and operate radio and publishing properties located primarily in the United States. Our revenues are mostly affected by the advertising rates our entities charge, as advertising sales represent approximately 70% of our consolidated revenues. These rates are in large part based on our entities' ability to attract audiences/subscribers in demographic groups targeted by their advertisers. Arbitron Inc. generally measures radio station ratings in our domestic markets on a weekly basis using a passive digital system of measuring listening (the Portable People MeterTM). Because audience ratings in a station's local market are critical to the station's financial success, our strategy is to use market research and advertising and promotion to attract and retain audiences in each station's chosen demographic target group.
Our revenues vary throughout the year. As is typical in the broadcasting industry, our revenues and operating income are usually lowest in our fourth fiscal quarter.
In addition to the sale of advertising time for cash, stations typically exchange advertising time for goods or services, which can be used by the station in its business operations. These barter transactions are recorded at the estimated fair value of the product or service received. We generally confine the use of such trade transactions to promotional items or services for which we would otherwise have paid cash. In addition, it is our general policy not to pre-empt advertising spots paid for in cash with advertising spots paid for in trade.
-26-
Table of Contents
The following table summarizes the sources of our revenues for the three-month and six-month periods ended August 31, 2009 and 2010. All revenues generated by our international radio properties are included in the "Local" category. The category "Non Traditional" principally consists of ticket sales and sponsorships of events our stations and magazines conduct in their local markets. The category "Other" includes, among other items, revenues generated by the websites of our entities and barter.
2009 % of Total 2010 % of Total 2009 % of Total 2010 % of Total
(Dollars in thousands) (Dollars in thousands)
Net revenues:
Local $ 36,962 57.6 % $ 35,914 53.7 % $ 74,831 60.3 % $ 72,241 56.8 %
National 7,476 11.6 % 9,029 13.5 % 15,308 12.3 % 17,733 13.9 %
Publication Sales 2,592 4.0 % 2,725 4.1 % 6,001 4.8 % 6,260 4.9 %
Non Traditional 8,305 12.9 % 8,898 13.3 % 10,681 8.6 % 11,651 9.2 %
Other 8,872 13.9 % 10,280 15.4 % 17,184 14.0 % 19,301 15.2 %
Total net revenues $ 64,207 $ 66,846 $ 124,005 $ 127,186
As previously mentioned, we derive approximately 70% of our net revenues from advertising sales. Our radio stations derive a higher percentage of their advertising revenues from local sales than our publishing entities. In the six-month period ended August 31, 2010, local sales, excluding political revenues, represented approximately 84% and 64% of our advertising revenues for our radio and publishing divisions, respectively. In the six-month period ended August 31, 2009, local sales, excluding political revenues, represented approximately 85% and 74% of our advertising revenues for our radio and publishing divisions, respectively.
No customer represents more than 10% of our consolidated net revenues. Our top ten categories for radio represent approximately 61% of our radio division's total advertising net revenues. The automotive industry, representing approximately 9% of our radio net revenues, is the largest category for our radio division for the six-month periods ended August 31, 2009 and August 31, 2010.
The majority of our expenses are fixed in nature, principally consisting of salaries and related employee benefit costs, office and tower rent, utilities, property and casualty insurance and programming-related expenses. However, approximately 20% of our expenses vary in connection with changes in revenues. These variable expenses primarily relate to sales commissions and bad debt reserves. In addition, costs related to our marketing and promotions department are highly discretionary and incurred primarily to maintain and/or increase our audience and market share.
KNOWN TRENDS AND UNCERTAINTIES
Although the recent global recession negatively impacted advertising revenues for a wide variety of media businesses, domestic radio revenue growth has been challenged for several additional years. Management believes this is principally the result of four factors unrelated to the recession: (1) the emergence of new media, such as various media content distributed via the Internet, telecommunication companies and cable interconnects, which are gaining advertising share against radio and other traditional media, (2) the perception of investors and advertisers that satellite radio and portable media players diminish the effectiveness of radio advertising, (3) advertisers' lack of confidence in the ratings of radio stations, and (4) a lack of inventory and pricing discipline by radio operators.
The Company and the radio industry have begun several initiatives to address these issues. The radio industry is working aggressively to increase the number of portable digital media devices that contain an FM tuner, including smartphones and music players. In many countries, FM tuners are common features in portable digital media devices. The radio industry is working with leading United States network providers, device manufacturers, regulators and legislators to ensure that FM tuners are included in most future portable digital media devices. Including FM as a feature on these devices has the potential to increase radio listening and improve perception of the radio industry while offering network providers the benefits of a proven emergency notification system, reduced network congestion from audio streaming services, and a host of new revenue generating applications.
(Remainder of filing located here: EMMS 10-Q)
Pincher on the charts here !!$!$! Looks beautiful check them out..
http://stockcharts.com/h-sc/ui?s=EMMS&p=D&b=5&g=0&id=p91907283156
WE ARE SET UP FOR A BIG BOUNCE HERE GUYS. WAY OVERSOLD. OVERREACTION TO THE NEWS!!!
PPS has held well after the REALLY nice 4th Q gains! Lots of form 4's for acquired shares (bonuses, salary?) with a few sales this new year.
EMMS is on alot of e-mail blast lists going out right now.
What's driving PPS gains past several days??????
EMMS chart is magnificent
Nice gains so far off that bottom. Resent 8K " ITEM 5.03. Amendments To Articles Of Incorporation Or Bylaws; Change In Fiscal Year.
Effective July 30, 2009, the Company’s board of directors approved an amendment to the Company’s Amended and Restated Code of By-Laws to elect that the terms of office of the Company’s board of directors not be governed by Indiana Code Section 23-1-33-6(c), a newly-enacted provision of the Indiana Business Corporation Law that would, absent this election by the board of directors, require the Company to maintain a classified board of directors. "
Been there and done that. I covered a lot of ground last night and early this morning. I like most of what I found, but not all. I am not sure when this will actually turn. (Charts show little mo mo up, but even weaker mo mo down. Looks like .45 if a nasty headwind, and .25 is a pretty hard floor. It has not held any gains though for months. Only a flipper at this point. Volume is anemic.
I tried to make a buy but did not get in. I may try tomorrow morning.
Chklingon take a look at the last 15 posts and the Ibox for a start.
Just found this one and am doing dd at this point. Despite the nasty overall economy, this could be an interesting play over the next few months.
Anyone have any comments to add to my DD? This board is pretty quiet.
Evan Smith Steps Down as President of TEXAS MONTHLY; TM Vet Elynn Russell Promoted to President
INDIANAPOLIS, July 17, 2009 /PRNewswire via COMTEX/ -- Emmis Publishing, a wholly owned subsidiary of Emmis Communications Corporation (Nasdaq: EMMS) today announced that Evan Smith is stepping down as President/Editor-in-Chief of TEXAS MONTHLY to become CEO of the Texas Tribune, a nonprofit, nonpartisan public media organization. He will remain involved with the magazine as a consultant and will continue to host Texas Monthly Talks as editor emeritus.
Elynn Russell, Executive Vice President/Advertising-Administration and a 30-year veteran of the magazine, has been promoted to President of TEXAS MONTHLY.
"I owe Evan my deepest gratitude for his many contributions through the years," said Gary Thoe, President of Emmis Publishing. "Under Evan's expert leadership, TEXAS MONTHLY enjoyed commercial success and critical acclaim. Winning two National Magazine Awards for General Excellence in the last six years and fourteen more nominations over the last nine is testament to Evan's literary strength. We're pleased that he will continue his involvement and equally pleased that we didn't need to look far for his replacement as President."
Russell joined TEXAS MONTHLY in 1977. Since then, she has served in various business capacities including Advertising Planning Director and Senior Vice President of Operations. Russell has overseen sales operations countrywide and managed human resources. She is a graduate of the University of Texas at Austin.
"Elynn's solid background and experience at TEXAS MONTHLY makes her the right choice," Thoe said. "Excellent leadership skills have earned Elynn the respect of the entire staff, and I am confident that TEXAS MONTHLY will continue to flourish under her direction."
"Elynn is a terrific colleague and a terrific leader," outgoing President Smith said. "She knows so much about the inner workings of TEXAS MONTHLY due to her long tenure. She's protective of the journalism, but she's also savvy about the ways in which we serve our advertisers. She'll be a great steward of the brand."
Lorelei Calvert, who came to TEXAS MONTHLY in 1987, has been promoted from Executive Vice President/General Manager of the magazine to Chief Operating Officer. April Hinkle, Publisher, David Barr Dunham, Publisher/Development, and Jake Silverstein, Editor, comprise the TEXAS MONTHLY leadership team.
"TEXAS MONTHLY is led by a seasoned group, with Lorelei, David, April, and Jake alongside Elynn," Thoe said. "The excellence that readers and advertisers expect--and that is a hallmark of TEXAS MONTHLY--will endure."
Emmis Communications - Great Media, Great People, Great Service
Emmis is an Indianapolis-based diversified media firm with radio broadcasting and magazine publishing operations. Emmis Publishing includes Los Angeles Magazine, Texas Monthly, Indianapolis Monthly, Orange Coast, Cincinnati Magazine, Atlanta Magazine, and Country Sampler. Emmis owns 20 FM and 2 AM domestic radio stations serving the nation's largest markets of New York, Los Angeles, and Chicago, as well as St. Louis, Austin, Indianapolis, and Terre Haute, Ind. Emmis also owns a radio network, international radio stations, regional and specialty magazines, and an interactive business.
SOURCE Emmis Publishing
Recent filings posted over the last 5 days below.......
4 Jul 15, 2009 Jul 14, 2009
4 Jul 15, 2009 Jul 14, 2009
4 Jul 15, 2009 Jul 14, 2009
4 Jul 15, 2009 Jul 14, 2009
4 Jul 15, 2009 Jul 14, 2009
SC 13D/A Jul 14, 2009
10-Q Jul 10, 2009 for the quarter ending May 31, 2009
http://www.pinksheets.com/pink/quote/quote.jsp?symbol=emms#getFilings
filing: SC-13G on Jun 29, 2009
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Information Statement Pursuant to Rules 13d-1 and 13d-2
Under the Securities Exchange Act of 1934
(Amendment No. )*
Emmis Communications Corporation
(Name of Issuer)
Class A Common Stock, $0.01 par value per share
(Title of Class of Securities)
291525103
(CUSIP Number)
June 17, 2009
(Date of Event Which Requires Filing of This Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
/ / Rule 13d-1(b)
/X/ Rule 13d-1(c)
/ / Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting person's 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.
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 liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
**The total number of shares of the Stock reported herein is 3,188,338 shares, which constitutes approximately 9.5% of the 33,660,081 shares deemed outstanding pursuant to Rule 13d-3(d)(1). Unless otherwise stated herein, all other ownership percentages set forth herein assume that there are 31,971,743 shares outstanding.
CUSIP No. 291525103
1. Name of Reporting Person:
Amalgamated Gadget, L.P.
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / /
3. SEC Use Only
4. Citizenship or Place of Organization: Texas
5. Sole Voting Power: 1,500,000 (1)
Number of
Shares
Beneficially 6. Shared Voting Power: -0-
Owned By
Each
Reporting 7. Sole Dispositive Power: 1,500,000 (1)
Person
With
8. Shared Dispositive Power: -0-
9. Aggregate Amount Beneficially Owned by Each Reporting Person:
3,188,338 (2)
10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares:
/ /
11. Percent of Class Represented by Amount in Row (9): 9.5% (3)
12. Type of Reporting Person: PN
--------------
(1) The shares were purchased by Amalgamated Gadget, L.P. for and on behalf of R 2 Investments, LDC ("R 2 ") pursuant to an Investment Management Agreement. Pursuant to such Agreement, Amalgamated Gadget, L.P., has sole voting and dispositive power over the shares and R 2 has no beneficial ownership of such shares.
(2) Includes 1,688,338 shares of Class A Common Stock obtainable upon conversion of 692,050 shares of 6.25% Series A Preferred Stock (the "Preferred Stock"). The Preferred Stock has a conversion price of $20.495 per share and a liquidation value of $50.00 per share.
(3) Pursuant to Rule 13d-3(d)(1)(i), the number of shares deemed to be outstanding is 33,660,081.
Item 1(a). Name of Issuer.
The name of the issuer is Emmis Communications Corporation (the "Issuer").
Item 1(b). Address of Issuer's Principal Executive Offices.
The principal executive offices of the Issuer are located at One Emmis Plaza, 40 Monument Circle, Suite 700, Indianapolis, Indiana 46204.
Item 2(a). Names of Persons Filing.
Pursuant to Regulation 13D-G of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended (the "Act"), the undersigned hereby files this Schedule 13G Statement on behalf of Amalgamated Gadget, L.P., a Texas limited partnership ("Amalgamated"), the "Reporting Person." Additionally, information is included herein with respect to the following persons (collectively, the "Controlling Persons"): Scepter Holdings, Inc., a Texas corporation ("Scepter"), and Geoffrey Raynor ("Raynor"). The Reporting Person and the Controlling Persons are sometimes hereinafter collectively referred to as the "Item 2 Persons." The Item 2 Persons are making this single, joint filing because they may be deemed to constitute a "group" within the meaning of Section 13(d)(3) of the Act, although neither the fact of this filing nor anything contained herein shall be deemed to be an admission by the Item 2 Persons that such a group exists.
Item 2(b). Address of Principal Business Office, or if None, Residence.
The address of the principal business office or residence of each of the Item 2 Persons is 301 Commerce Street, Suite 3200, Fort Worth, Texas 76102.
Item 2(c). Citizenship.
All of the natural persons listed in Item 2(a) are citizens of the United States of America.
Item 2(d). Title of Class of Securities.
This Schedule 13G Statement relates to the Class A Common Stock, $0.01 par value per share, of the Issuer (the "Stock").
Item 2(e). CUSIP Number.
The CUSIP number of the Stock is 291525103.
Item 3. Filing Pursuant to Rules 13d-1(b) or 13d-2(b).
This Schedule 13G Statement is not being filed pursuant to Rule 13d-1(b) or Rule 13d-2(b).
Item 4. Ownership.
(a) - (b)
Reporting Person
Amalgamated
Pursuant to an Investment Management Agreement with R 2 , Amalgamated may, pursuant to Rule 13d-3(d)(1)(i) of the Act, be deemed to be the beneficial owner of 3,188,338 shares of the Stock, which constitutes approximately 9.5% of the 33,660,081 shares of the Stock deemed to be outstanding thereunder.
Controlling Persons
Scepter
Because of its position as the sole general partner of Amalgamated, Scepter may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of 3,188,338 shares of the Stock, which constitutes approximately 9.5% of the 33,660,081 shares of the Stock deemed outstanding pursuant to Rule 13-3(d)(1)(i).
Raynor
Because of his position as the President and sole shareholder of Scepter, which is the sole general partner of Amalgamated, Raynor may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of 3,188,338 shares of the Stock, which constitutes approximately 9.5% of the 33,660,081 shares of the Stock deemed outstanding pursuant to Rule 13-3(d)(1)(i).
To the best of the knowledge of the Reporting Person, other than as set forth above, none of the persons named in Item 2 herein is the beneficial owner of any shares of the Stock.
(c)
Reporting Person
Amalgamated
Acting through its general partner, Amalgamated has the sole power to vote or to direct the vote and to dispose or to direct the disposition of 1,500,000 shares of the Stock.
Controlling Persons
Scepter
As the sole general partner of Amalgamated, Scepter has the sole power to vote or to direct the vote and to dispose or to direct the disposition of 1,500,000 shares of the Stock.
Raynor
As the President and sole shareholder of Scepter, which is the sole general partner of Amalgamated, Raynor has the sole power to vote or to direct the vote and to dispose or to direct the disposition of 1,500,000 shares of the Stock.
Item 5. Ownership of Five Percent or Less of a Class.
Not Applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Not Applicable.
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.
Not Applicable.
Item 8. Identification and Classification of Members of the Group.
This Schedule 13G Statement is being filed on behalf of each of the Item 2 Persons pursuant to Rules 13d-1(c) and 13d-1(k)(1)(iii). The identity of each of the Item 2 Persons is set forth in Item 2(a) hereof.
Item 9. Notice of Dissolution of Group.
Not Applicable.
Item 10. Certification.
By signing below I certify that to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this statement is true, complete and correct.
DATED: June 29, 2009
AMALGAMATED GADGET, L.P.
By: Scepter Holdings, Inc.,
its general partner
By: /s/ Brandon Teague
Brandon Teague, Director of Trading
James444ct. One to watch. Small bounce off that .25 again, third time this year. I am looking for some sort of follow up on the last PR:
INDIANAPOLIS, June 9, 2009 /PRNewswire-FirstCall via COMTEX/ -- Emmis Communications Corporation (Nasdaq: EMMS) today announced it has formed a strategic alliance with StreamTheWorld, the radio industry's premier streaming technology and services company, and Ando Media, the industry standard for real-time audience measurement and ad management solutions, to put all Emmis radio stations on a new, high-quality streaming platform.
"Emmis has long been a leading innovator in the digital space," said Greg Loewen, Senior Vice President and Chief Strategy Officer for Emmis. "This partnership reflects our enhanced commitment to driving growth in the rapidly growing digital audio sector. Ando Media and StreamTheWorld's industry-leading platforms will allow us to provide our audiences with an outstanding listening experience and our advertisers with an enhanced degree of service and accountability."
Emmis' WQHT (Hot 97), one of the country's preeminent radio brands, has begun streaming for the first time. In the coming weeks, other Emmis radio stations that have been streaming will migrate to the new, higher quality platform: WRXP-FM, WLUP-FM, WKQX-FM (June 18th); KSHE-FM, KIHT-FM, KFTK-FM, KPNT-FM (June 19th); WFNI-AM, WIBC-FM, WLHK-FM, WYXB-FM (June 22nd); and KLBJ-AM, KDHT-FM, KLBJ-FM, KROX-FM, KBPA-FM (June 24th).
"We are excited about the addition of Emmis as both our radio and our digital partner," stated Paul Krasinski, Chief Operating Officer of Ando Media. "This partnership will allow Ando to further our measurement of the full digital audio marketplace and is a great opportunity for us to assist Emmis in both enhancing their listeners' experience with targeted advertisements and in supplying their advertisers with real-time measurement and accountability."
Neil Sweeney, Senior Vice President, StreamTheWorld, sums up the rationale for the partnership. "Emmis has demonstrated a desire to expand their radio operations to embrace the digital dial. The simultaneous launch of Hot 97 on StreamTheWorld's market-leading online platform as well as on mobile marks the first step in a detailed, progressive partnership that will allow for all of Emmis' radio stations to take advantage of all of StreamTheWorld's partnerships and technologies. We are extremely excited about this launch and the beginning of this long-term relationship."
Looks like it might be time to buy.
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Emmis Communications Corporation (Emmis) is a diversified media company with radio broadcasting. The Company operates radio portfolio in the United States based on total listeners. It owns and operates seven FM radio stations serving three markets: New York, Los Angeles and Chicago. In addition, the Company owns and operates 14 FM and two AM radio stations in St. Louis, Austin, Indianapolis and Terre Haute. In addition to its domestic radio properties, Emmis operates an international radio business, publish several city and regional magazines and operate one television station that is held for sale. Internationally, it owns and operates a network of radio stations in the Flanders region of Belgium, own a national radio network in Slovakia, have a 59.5% interest in a national radio station in Hungary and controlling interests in three national radio networks in Bulgaria. In July 2008, the Company completed the sale of Fox affiliate WVUE-TV to Louisiana Media Company.
One Emmis Plaza
40 Monument Circle
Suite 700
Indianapolis, IN 46204
Stock Structure:
authorized 170,000,000 shares
outstanding 30,607,644 shares at February 29, 2008
Class B common stock:
authorized 30,000,000 shares
outstanding 4,956,305 shares at February 29, 2008
From 10Q July 10th 2009. The number of shares outstanding of each of Emmis Communications Corporation’s classes of common stock, as of July 6, 2009, was:
31,987,170 | Shares of Class A Common Stock, $.01 Par Value | |||||||
4,956,305 | Shares of Class B Common Stock, $.01 Par Value | |||||||
0 | Shares of Class C Common Stock, $.01 Par Value |
Company Officers:
Jeff Smulyan - Chairman of the Board, President and Chief Executive officer
Richard Cummings - President of Programming for Emmis Radio
Scott Enright - Executive Vice President and General Counsel
Paul Fiddick - International Division President
Greg Loewen - Senior Vice President and Chief Strategy Officer
Gary Thoe - Publishing Division President
Patrick Walsh - Executive Vice President, Chief Financial Officer, and Radio Division President
Ian D. Arnold - Vice President, Associate General Counsel and Assistant Secretary
Paul V. Brenner - Senior Vice President - Chief Technology Officer
Barbara Brill - Senior Vice President - Emmis International
Ryan A. Hornaday - Senior Vice President of Finance and Treasurer
Valerie C. Maki - Senior Vice President - Emmis Radio Division, Los Angeles Market Manager
Deborah Paul - Executive Vice President - Editorial Director - Publishing
Rey Mena - co-President, Emmis Interactive
Deborah Esayian - co-President, Emmis Interactive
Traci L. Thompson - Vice President - Human Resources
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