UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
EMMIS COMMUNICATIONS CORPORATION
--------------------------------
(Name of Issuer)
Class A Common Stock
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(Title of Class of Securities)
291525103
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(CUSIP Number)
September 29, 2005
------------------
(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 the
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).
Continued on following pages
Page 1 of 6 Pages
SCHEDULE 13G
CUSIP No. 291525103 Page 2 of 6 Pages
1 Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
ERIC SEMLER
2 Check the Appropriate Box If a Member of a Group (See Instructions)
a. [ ]
b. [X]
3 SEC Use Only
4 Citizenship or Place of Organization
UNITED STATES
5 Sole Voting Power
Number of 1,681,300
Shares
Beneficially 6 Shared Voting Power
Owned By 0
Each
Reporting 7 Sole Dispositive Power
Person 1,681,300
With
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
1,681,300
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain
Shares (See Instructions)
[ ]
11 Percent of Class Represented By Amount in Row (9)
5.3%
12 Type of Reporting Person (See Instructions)
IN; HC
Page 3 of 6 Pages
Item 1(a) Name of Issuer:
Emmis Communications Corporation (the "Issuer").
Item 1(b) Address of the Issuer's Principal Executive Offices:
One Emmis Plaza, 40 Monument Circle, Suite 700, Indianapolis,
Indiana 46204.
Item 2(a) Name of Person Filing:
The Statement is filed on behalf of Mr. Eric Semler
("Mr. Semler").
This Statement relates to Shares (as defined herein) held for
the accounts of TCS Capital International, Ltd., a Cayman Islands corporation
("TCS Capital International"), TCS Capital, LP, a Delaware limited partnership
("TCS Capital"), and TCS Capital II, LP, a Delaware limited partnership ("TCS
Capital II").
TCS Capital GP, LLC, a Delaware limited liability company (the
"General Partner"), is the general partner of each of TCS Capital and TCS
Capital II. TCS Capital Management , LLC, a Delaware limited liability company
("TCS Capital Management"), is the investment manager of TCS Capital
International. In his capacity, as the managing member of each of the General
Partner and TCS Capital Management, Mr. Semler may be deemed to have investment
discretion over, and may be deemed to be the beneficial owner of, securities
held for the accounts of the TCS Capital International, TCS Capital and TCS
Capital II.
Item 2(b) Address of Principal Business Office or, if None, Residence:
The address of the principal business office of Mr. Semler is
888 Seventh Avenue, Suite 1504, New York, NY 10019.
Item 2(c) Citizenship:
Mr. Semler is a citizen of the United States.
Item 2(d) Title of Class of Securities:
Class A Common Stock, par value $0.01 per share (the
"Shares").
Item 2(e) CUSIP Number:
291525103
Item 3. If this statement is filed pursuant to Rule 13d-1(b), or
13d-2(b) or (c), check whether the person filing is a:
This Item 3 is not applicable.
Page 4 of 6 Pages
Item 4. Ownership:
Item 4(a) Amount Beneficially Owned:
As of the date hereof, Mr. Semler may be deemed to be the
beneficial owner of 1,681,300 Shares. This number consists of (A) 1,038,330
Shares held for the account of TCS Capital International, (B) 89,747 Shares held
for the account of TCS Capital, and (C) 553,223 Shares held for the account of
TCS Capital II.
Item 4(b) Percent of Class:
According to the Issuer's most recent Quarterly Report on Form
10-Q, the number of Shares outstanding as of July 1, 2005 was 31,775,071. The
1,681,300 Shares of which Mr. Semler may be deemed to be the beneficial owner
constitute approximately 5.3% of the total number of Shares outstanding.
Item 4(c) Number of shares as to which such person has:
Mr. Semler
(i) Sole power to vote or direct the vote: 1,681,300
(ii) Shared power to vote or to direct the vote 0
(iii) Sole power to dispose or to direct the disposition of 1,681,300
(iv) Shared power to dispose or to direct the disposition of 0
Item 5. Ownership of Five Percent or Less of a Class:
This Item 5 is not applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another
Person:
This Item 6 is not applicable.
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on by the Parent
Holding Company or Control Person:
This Item 7 is not applicable.
Item 8. Identification and Classification of Members of the Group:
This Item 8 is not applicable.
Item 9. Notice of Dissolution of Group:
This Item 9 is not applicable.
Page 5 of 6 Pages
Item 10. Certification:
By signing below Mr. Semler certifies that, to the best of
such person's 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 such securities and were not acquired
and are not held in connection with or as a participant in any transaction
having such purpose or effect.
Page 6 of 6 Pages
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief,
the undersigned certifies that the information set forth in this statement is
true, complete and correct.
Date: October 7, 2005 ERIC SEMLER
/s/ Eric Semler
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Eric Semler