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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. 1)
Emmis Communications Corporation
(Name of Issuer)
Class A Common Stock, par value $.01 per share
(Title of Class of Securities)
29152510
(CUSIP Number)
Charles Y. Tanabe, Esq.
Senior Vice President and General Counsel
Liberty Media Corporation
9197 South Peoria Street
Englewood, Colorado 80112
(720) 875-5400
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
May 21, 2001
(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 that is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box [ ].
Note. Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for
other parties to whom copies are to be sent.
(Continued on following pages)
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* 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 the
disclosures provided in a prior cover page.
The information required in 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).
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Liberty Media Corporation
84-1288730
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
(b) X
3 SEC USE ONLY
4 SOURCE OF FUNDS
Not Applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
1,404,000 shares
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY See Item 6 of Original Schedule 13D.
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 1,404,000 shares
PERSON
10 SHARED DISPOSITIVE POWER
See Item 6 of Original Schedule 13D.
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,404,000 shares
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.3 % See Item 5.
14 TYPE OF REPORTING PERSON
CO
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
(AMENDMENT NO. 1)
STATEMENT OF
LIBERTY MEDIA CORPORATION
PURSUANT TO SECTION 13(d) OF THE SECURITIES EXCHANGE ACT OF 1934
IN RESPECT OF
EMMIS COMMUNICATIONS CORPORATION
CLASS A COMMON STOCK
AMENDMENT NO. 1 TO SCHEDULE 13D
Liberty Media Corporation, a Delaware corporation ("Liberty" or the
"Reporting Person"), hereby amends and supplements its statements on Schedule
13D as initially filed on November 24, 1999 (the "Initial Schedule 13D") with
respect to the Class A Common Stock, par value $.01 per share, of Emmis
Communications Corporation (the "Issuer")
ITEM 4. PURPOSE OF THE TRANSACTION
Item 4 of the Initial Schedule 13D is hereby amended to read in its
entirety as follows:
On May 21, 2001, the Reporting Person sold 3,996,000 shares of Class A
Common Stock. After this sale, the Reporting Person held 1,404,000 shares of
Class A Common Stock. By virtue of this sale, the Reporting Person ceased to be
the beneficial owner of more than 5% of the Issuer's Class A Common Stock.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5 of the Initial Schedule 13D is hereby amended to read in its
entirety as follows:
(a) After giving effect to the sale of the 3,996,000 shares of
Class A Common Stock described in Item 4 above, Liberty
beneficially owns through its subsidiary, Liberty EMMS,
1,404,000 shares of Class A Common Stock. The 1,404,000 shares
of Class A Common Stock beneficially owned by Liberty
represents 3.3% of the 42,067,639 shares of Class A Common
Stock issued and outstanding on April 30, 2001, as reported in
the Issuer's Annual Report on Form 10-K for its fiscal year
ended February 28, 2001. With respect to matters presented for
a vote of the holders of Class A Common Stock and Class B
Common Stock (which, other than for the election of directors,
vote together as a class), Liberty's shares of Class A Common
Stock represent 1.5% of the voting power (based on 42,067,639
shares of Class A Common Stock and 5,230,396 shares of Class B
Common Stock outstanding on April 30, 2001). With respect to
the election of directors, the holders of Class A Common Stock
voting as a separate class are entitled to elect two
directors, neither of whom may be an officer or employee of
the Issuer or may have a relationship which would interfere
with the exercise of such director's independent judgment.
Liberty's shares of Class A Common Stock represent 3.3% of the
voting power for those two directors, based on the 42,067,639
shares of Class A Common Stock outstanding on April 30, 2001.
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(b) (b)Except as described in Item 6 below, Liberty has the sole power to
vote or to direct the voting of the Shares and the sole power to
dispose of, or to direct the disposition of, the Shares.
(c) The Reporting Person sold 3,996,000 shares of Class A Common Stock on
May 21, 2001 through Deutsche Banc Alex, Brown, Inc., 1 South Street,
Baltimore, MD 21202, for $28.50 per share. After this disposition, the
Reporting Person holds 1,404,000 shares of Class A Common Stock of the
Issuer.
(d) There is no other person that has the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of,
the Shares.
(e) On May 21, 2001, and by virtue of the sale described in Item 4 and in
paragraph (c) above, the Reporting Person ceased to be the beneficial
owner of more than 5% of the class of the Issuer's Class A Common
Stock.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: June 6, 2001
LIBERTY MEDIA CORPORATION
By: /S/ Charles Y Tanabe
Name: Charles Y Tanabe
Title: Senior Vice President
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Schedule 1 of the Statement is hereby amended to read in its entirety as
follows:
SCHEDULE 1
DIRECTORS AND EXECUTIVE OFFICERS
OF
LIBERTY MEDIA CORPORATION
The name and present principal occupation of each director and
executive officer of Liberty Media Corporation are set forth below. The business
address for each person listed below is c/o Liberty Media Corporation, 9197
South Peoria Street, Englewood, Colorado 80112. All executive officers and
directors listed on this Schedule 1 are United States citizens, except for David
J.A. Flowers, who is a Canadian citizen.
Name Principal Occupation
---- --------------------
John C. Malone Chairman of the Board and Director of Liberty; Director of AT&T Corp.
Robert R. Bennett President, Chief Executive Officer and Director of Liberty
Gary S. Howard Executive Vice President, Chief Operating Officer and Director of Liberty
Paul A. Gould Director of Liberty; Managing Director of Allen & Company Incorporated
Harold R. Handler Director of Liberty, Of Counsel with Simpson Thacher & Bartlett
Jerome H. Kern Director of Liberty; Chairman of the Board of On Command Corporation
Frank J. Macchiarola Director of Liberty, President of Saint Francis College
Michael T. Ricks Director of Liberty; Vice President, Treasury, of Telseon, Inc.
Larry E. Romrell Director of Liberty; Consultant to AT&T Broadband, LLC (f/k/a
Tele-Communications, Inc.)
David J.A. Flowers Senior Vice President and Treasurer of Liberty
Elizabeth M. Markowski Senior Vice President of Liberty
Charles Y. Tanabe Senior Vice President, General Counsel and Assistant Secretary of Liberty
Peter Zolintakis Senior Vice President of Liberty
Christopher W. Shean Vice President and Controller
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Schedule 2 of the Original Statement is hereby amended to read in its entirety
as follows:
SCHEDULE 2
DIRECTORS AND EXECUTIVE OFFICERS
OF
AT&T CORP.
The name and present principal occupation of each director and
executive officer of AT&T Corp. are set forth below. The business address for
each person listed below is c/o AT&T Corp., 295 North Maple Avenue, Basking
Ridge, New Jersey 07920. All executive officers and directors listed on this
Schedule 2 are United States citizens except for Mr. Yoshikawa, who is a
Japanese citizen.
Name Title
---- -----
C. Michael Armstrong Director; Chairman of the Board and Chief Executive Officer of AT&T Corp.
Kenneth T. Derr Director; Retired Chairman of the Board of Chevron Corporation
M. Kathryn Eickhoff Director; President of Eickhoff Economics Incorporated
Walter Y. Elisha Director; Retired Chairman and Chief Executive Officer of Springs Industries,
Inc.
George M. C. Fisher Director; Retired Chairman and Chief Executive Officer of Eastman Kodak Company
Donald V. Fites Director; Retired Chairman of Caterpillar, Inc.
Amos B. Hostetter, Jr. Director; Chairman of Pilot House Associates
Ralph S. Larsen Director; Chairman and Chief Executive Officer of Johnson & Johnson
John C. Malone Director; Chairman of Liberty Media Corporation
Donald F. McHenry Director; President of The IRC Group LLC
Michael I. Sovern Director; President Emeritus and Chancellor Kent Professor of Law at Columbia
University
Louis A. Simpson Director; President and Chief Executive Officer - Capital Operations of GEICO
Corporation
Sanford I. Weill Director; Chairman and Co-CEO of Citigroup Inc.
Masaki Yoshikawa Director; President and Chief Executive Officer of NTT DoCoMo USA, Inc.
John D. Zeglis Director; Chairman and Chief Executive Officer of AT&T Wireless Group
Betsy Bernard Executive Vice President - AT&T Consumer Services
James W. Cicconi Executive Vice President-Law & Government Affairs and General Counsel
Nicholas S. Cyprus Vice President and Controller
David W. Dorman President - AT&T Corp.
Mirian M. Graddick-Weir Executive Vice President, Human Resources
Frank Ianna Executive Vice President and President, AT&T Network Services
Richard J. Martin Executive Vice President, Public Relations and Employee Communications
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Name Title
---- -----
David C. Nagel President, AT&T Labs and Chief Technology Officer
Charles H. Noski Senior Executive Vice President and Chief Financial Officer - AT&T Corp.
John C. Petrillo Executive Vice President, Corporate Strategy and Business Development
Daniel E. Somers President and Chief Executive Officer - AT&T Broadband