SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13D)
Under the Securities Exchange Act of 1934
(Amendment No. 3)
Emmis Communications Corporation
(Name of Issuer)
6.25% Series A Cumulative Convertible Preferred Stock
Class A Common Stock, par value $0.01 per share
(Title of Class of Securities)
291525202
291525103
(CUSIP number)
Steven M. Kleiman
Zazove Associates, LLC
1001 Tahoe Blvd.
Incline Village, NV 89451
(775) 886-1500
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
September 20, 2013
(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 Sections 240.13d-1(e), 240.13d-1(f) or
240.13d-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 Section
240.13d-7 for other parties to whom copies are to be sent.
* 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 purposes of Section 18 of the Securities Exchange Act of
1934, as amended (the "Exchange Act") or otherwise subject to the
liabilities of that section of the Exchange Act but shall be subject
to all other provisions of the Exchange Act (however, see the Notes).
CUSIP No. 291525202; 29152103
1. Names of Reporting Persons. Zazove Associates, LLC
2. Check the Appropriate Box if a Member of a Group (see instructions)
(a) [ ]
(b) [X]
3. SEC USE ONLY
4. Source of Funds (see instructions) OO
5. Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) [ ] or 2(e) [ ]
6. Citizenship or Place of Organization Delaware
7. Sole voting power Preferred 491,510
Number of Common 1,948,096 (1)
shares 8. Shared Voting Power -0-
beneficially
owned by 9. Sole Dispositive Power Preferred 491,510
each Common 1,948,096 (1)
reporting 10. Shared Dispositve Power -0-
person
with
11. Aggregate Amount Beneficially Owned by Each Reporting Person
Preferred 491,510
Common 1,948,096 (1)
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(see instructions) [ ]
13. Percent of Class Represented by Amount in Row (11)
Common 5.14% (1)
Preferred 36.93% (2)
14. Type of Reporting Person (see instructions) IA
(1) Reporting Person beneficially owns 491,510 shares of 6.25% Series
A Cumulative Convertible Preferred Stock (the "Preferred Shares"),
which are convertible as of the date of this Schedule 13D into
1,199,284 shares of Class A Common Stock. The Reporting Person
also beneficially owns 748,812 shares of Class A Common Stock. The
calculation of percentage ownership of the Class A Common Stock is
based on 36,695,537 shares of Class A Common Stock outstanding as
reported in the Quarterly Report of the Company on Form 10Q filed
on June 28, 2013 plus 1,199,284 shares of Class A Common stock that
would be issued upon conversion of the Preferred Shares.
(2) The calculation of percentage ownership of the Preferred Shares
is based on 1,330,991 Preferred Shares outstanding as reported
in the Quarterly Report of the Company on Form 10Q filed on June 28,
2013. This amount includes 400,000 Preferred shares that were
issued by the Conmpany to an affiliated trust as part of the
issuer's scheme to control the vote of the Preferred Shares for
the purpose of stripping the Preferred Shares of its rights and
preferences (see Item 4). If the Preferred Shares issued to the
affiliated trust were not treated as outstanding, then the
Preferred Shares held by the Reporting Person would represent
52.79% of the Preferred Shares.
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1. Names of Reporting Persons. Zazove Associates, Inc.
2. Check the Appropriate Box if a Member of a Group (see instructions)
(a) [ ]
(b) [X]
3. SEC USE ONLY
4. Source of Funds (see instructions) OO
5. Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) [ ] or 2(e) [ ]
6. Citizenship or Place of Organization Illinois
7. Sole voting power Preferred 491,510
Number of Common 1,948,096 (1)
shares 8. Shared Voting Power -0-
beneficially
owned by 9. Sole Dispositive Power Preferred 491,510
each Common 1,948,096 (1)
reporting 10. Shared Dispositve Power -0-
person
with
11. Aggregate Amount Beneficially Owned by Each Reporting Person
Preferred 491,510
Common 1,948,096 (1)
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(see instructions) [ ]
13. Percent of Class Represented by Amount in Row (11)
Common 5.14% (1)
Preferred 36.93% (2)
14. Type of Reporting Person (see instructions) IA
(1) Reporting Person beneficially owns 491,510 shares of 6.25% Series
A Cumulative Convertible Preferred Stock (the "Preferred Shares"),
which are convertible as of the date of this Schedule 13D into
1,199,284 shares of Class A Common Stock. The Reporting Person
also beneficially owns 748,812 shares of Class A Common Stock. The
calculation of percentage ownership of the Class A Common Stock is
based on 36,695,537 shares of Class A Common Stock outstanding as
reported in the Quarterly Report of the Company on Form 10Q filed
on June 28, 2013 plus 1,199,284 shares of Class A Common stock that
would be issued upon conversion of the Preferred Shares.
(2) The calculation of percentage ownership of the Preferred Shares
is based on 1,330,991 Preferred Shares outstanding as reported
in the Quarterly Report of the Company on Form 10Q filed on June 28,
2013. This amount includes 400,000 Preferred shares that were
issued by the Conmpany to an affiliated trust as part of the
issuer's scheme to control the vote of the Preferred Shares for
the purpose of stripping the Preferred Shares of its rights and
preferences (see Item 4). If the Preferred Shares issued to the
affiliated trust were not treated as outstanding, then the
Preferred Shares held by the Reporting Person would represent
52.79% of the Preferred Shares.
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1. Names of Reporting Persons. Gene T. Pretti
2. Check the Appropriate Box if a Member of a Group (see instructions)
(a) [ ]
(b) [X]
3. SEC USE ONLY
4. Source of Funds (see instructions) OO
5. Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) [ ] or 2(e) [ ]
6. Citizenship or Place of Organization United States
7. Sole voting power Preferred 491,510
Number of Common 1,948,096 (1)
shares 8. Shared Voting Power -0-
beneficially
owned by 9. Sole Dispositive Power Preferred 491,510
each Common 1,948,096 (1)
reporting 10. Shared Dispositve Power -0-
person
with
11. Aggregate Amount Beneficially Owned by Each Reporting Person
Preferred 491,510
Common 1,948,096 (1)
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(see instructions) [ ]
13. Percent of Class Represented by Amount in Row (11)
Common 5.14% (1)
Preferred 36.93% (2)
14. Type of Reporting Person (see instructions) IA
(1) Reporting Person beneficially owns 491,510 shares of 6.25% Series
A Cumulative Convertible Preferred Stock (the "Preferred Shares"),
which are convertible as of the date of this Schedule 13D into
1,199,284 shares of Class A Common Stock. The Reporting Person
also beneficially owns 748,812 shares of Class A Common Stock. The
calculation of percentage ownership of the Class A Common Stock is
based on 36,695,537 shares of Class A Common Stock outstanding as
reported in the Quarterly Report of the Company on Form 10Q filed
on June 28, 2013 plus 1,199,284 shares of Class A Common stock that
would be issued upon conversion of the Preferred Shares.
(2) The calculation of percentage ownership of the Preferred Shares
is based on 1,330,991 Preferred Shares outstanding as reported
in the Quarterly Report of the Company on Form 10Q filed on June 28,
2013. This amount includes 400,000 Preferred shares that were
issued by the Conmpany to an affiliated trust as part of the
issuer's scheme to control the vote of the Preferred Shares for
the purpose of stripping the Preferred Shares of its rights and
preferences (see Item 4). If the Preferred Shares issued to the
affiliated trust were not treated as outstanding, then the
Preferred Shares held by the Reporting Person would represent
52.79% of the Preferred Shares.
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CUSIP 291525202; 29152103
Item 1. Security and Issuer.
This Schedule 13D relates to 6.25% Series A Cumulative
Convertible Preferred Stock (the "Preferred Shares")
and Class A Common Stock (the "Common Stock") of Emmis
Communications Corporation, an Indiana corporation
(the "Issuer" or "Emmis")
The address of the executive offices of the Issuer is
One Emmis Plaza, 40 Monument Circle, Suite 700,
Indianapolis, IN 46204.
Item 2. Identity and Background.
(a) Name of Persons Filing
This Schedule 13D is being filed by Zazove Associates, LLC, a
Delaware limited liability company; Zazove Associates, Inc., an
Illinois corporation and Gene T. Pretti (referred to collectively
as the "Reporting Persons").
(b) Residence or business address
The principal address of the Reporting Persons is
1001 Tahoe Blvd., Incline Village, NV 89451
(c) Present Principal Occupation
Zazove Associates, LLC, a Delaware limited liability company
is a registered investment advisor.
The Preferred Shares are held in accounts over which
Zazove Associates, LLC has discretionary authority.
Zazove Associates, Inc., an Illinois corportation
is the managing member of Zazove Associates, LLC. Gene T. Pretti
is a control person of Zazove Associates, Inc. and CEO and Sr.
Portfolio Manager of Zazove Associates, LLC.
(d)-(e) During the past five years, none of the Reporting Persons
have (i) been convicted in any criminal proceeding, or (ii)
been a party to any civil proceeding commenced before a judicial
or administrtative body of competent jurisdiction and as a
result of such proceeding was or is now 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) Citizenship
Zazove Associates, LLC is organized under the laws of Delaware.
Zazove Associates, Inc. is organized under the laws of Illinois.
Gene T. Pretti is a citizen of the United States.
Item 3. Source and Amount of Funds or Other Consideration
Zazove Associates, LLC has discretionary authority with regard to
accounts that expended $6,374,953 of investment capital in the
aggregate in acquiring Preferred Shares beneficially held by the
Reporting Persons, which Preferred Shares are convertible into Class
A Common Stock.
Zazove Associates, LLC has discretionary authority with regard to
accounts that expended $1,317,184 of investment capital in the aggregate
in acquiring Common Shares beneficially held by the Reporting Persons.
Item 4. Item 4 of the Amended Schedule 13D is hereby amended and
supplemented with the following information:
On October 15, 2012, Corre Opportunities Fund, L.P., Zazove Assocaites, LLC,
DJD Group LLLP, First Derivative Traders LP and Kevin A. Fight filed
a second amended complaint (the "Complaint") against Emmis Communications
Corporation (the "Company" or "Emmis"). A copy of the Complaint is attached
as an Exhibit to this Scedule 13D.
The Complaint seeks decarlatory relief, inujunctive relief and damages
as a restult of alleged violations of Federal securities and Indiana
law and alleged multiple breaches of terms of the Company's Articles of
Incorporation by Emmis. The Complaint is centered on Emmis having engaged
in an allegedly improper scheme to secure voting control of the Company's
6.25% Series A Cumulative Convertible Preferred Stock (the "Preferred
Stock") in order to eliminate substantially all of the contractual rights
and privileges of the Preferred Stock. As detailed in the Complaint, the scheme
involved Emmis gaining voting control of the Preferred Stock through sham
derivative and related party transactions in order to vote to eliminate the
rights and preferences contained in the Certificate governing the Preferred
Stock including, among other things, the right to accumulated and unpaid
dividends ($16.89 per share as of this filing date), the right to the
future accrual of dividends, the right to vote as a separate class on certain
corporate actions such as a merger transaction and the right to require Emmis
to purchase the Preferred Stock at liquidation value plus accumulated but
undeclared dividends ($66.89 per share as of this filing date) upon certain
going private transactions.
The Reporting Persons acquired beneficial ownership and continues to
beneficially hold the shares reported herein for investment purposes.
The Reporting Person may from time to time engage the issuer, its
representatives or other relevant parties in discussions relevant
to the investment in the issuer. Depending on market conditions and
other factors that the Reporting Persons may deem material to its
investment decisions, the Reporting Persons may sell all or a portion
of its shares, or may purchase additional securities of the
Issuer, on the open market or in a private transaction. Except as set
forth in this Item 4, the Reporting Persons have no present plans or
proposals that relate to or that would result in any of the actions
specified in clauses (b) through (j) of Item 4 of Schedule 13D of the Act.
Item 5. Interest in Securities of the Issuer
(a) Reporting Persons beneficially owns 491,510 shares of 6.25% Series
A Cumulative Convertible Preferred Stock (the "Preferred Shares"),
which represents 36.93% of the Preferred Shares. The
calculation of percentage ownership of the Preferred Shares
is based on 1,330,991 Preferred Shares outstanding as reported
in the Quarterly Report of the Company on Form 10Q filed
on June 28, 2013. This amount includes 400,000 Preferred shares
that were issued by the Conmpany to an affiliated trust as part
of the issuer's scheme to control the vote of the Preferred Shares
for the purpose of stripping the Preferred Shares of its
rights and preferences (see Item 4). If the Preferred Shares
issued to the affiliated trust were not treated as outstanding,
then the Preferred Shares held by the Reporting Person would
represent 52.79% of the Preferred Shares.
Reporting Person beneficially owns 491,510 shares of 6.25% Series
A Cumulative Convertible Preferred Stock, which are convertible as
of the date of this Schedule 13D into 1,199,284 shares of Class A
Common Stock. The Reporting Person also beneficially owns 748,812
shares of Class A Common Stock. The calculation of percentage
ownership of the Class A Common Stock is based on 36,695,537 shares
of Class A Common Stock outstanding as reported in the Quarterly
Report of the Company on Form 10Q filed on June 28, 2013 plus
1,199,284 shares of Class A Common stock that would be issued
upon conversion of the Preferred Shares.
(b) The Reporting Persons have sole voting and dispostive power
with regard to the Class A Common Stock and Preferred Shares
that it beneficially holds.
(c) The Reporting Persons did not acquire any additional Preferred
Shares during the previous 60 days from the date of this filing.
The Reporting Persons acquired Class A Common Stock as follows
during the previous 60 days from the date of this filing:
Trade Date Quantity Price per Share
09/20/2013 174,270 $2.76
09/23/2013 31,600 $2.65
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer
Except as set forth in the Lock Up Agreement (filed by Reporting
Persons with previously filed Schedule 13D), none None of the
Reporting Persons have any contracts, arrangements,
understandings or relationships (legal or otherwise) with respect
to any securities of the Issuer.
Item 7. Materials to be Filed as Exhibits
Complaint filed on October 15, 2012 with the United States District Court,
Southern District of Indiana.
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.
September 26, 2013
Date
Zazove Associates, LLC
/s/ Steven M. Kleiman
Signature
Steven M. Kleiman, COO
Name/Title
Zazove Associates, Inc.
/s/ Steven M. Kleiman
Signature
Steven M. Kleiman, CFO
Name/Title
/s/ Gene T. Pretti