Filed Pursuant to Rule 424(b)(3)

Registration No. 333-126283

PROSPECTUS

Emmis Communications Corporation

Exchange Offer for $350,000,000

Floating Rate Senior Notes due 2012

The Notes

Terms of the exchange offer

       Before participating in this exchange offer, please refer to the section in this prospectus entitled “Risk Factors” commencing on page 16.

       Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is July 11, 2005.

TABLE OF CONTENTS

MARKET AND INDUSTRY DATA

      This prospectus contains estimates regarding market data, which are based on our internal estimates, independent industry publications, reports by market research firms and/or other published independent sources. In each case, we believe these estimates are reasonable. However, market data is subject to change and cannot always be verified with complete certainty due to limits on the availability and reliability of raw data, the voluntary nature of the data gathering process and other limitations and uncertainties inherent in any statistical survey of market data. As a result, you should be aware that market data set forth herein, and estimates and beliefs based on such data, may not be reliable.

INCORPORATION OF DOCUMENTS BY REFERENCE

      This prospectus incorporates by reference important business and financial information about our company that is not included in or delivered with this document. The information incorporated by reference is considered to be part of this prospectus, and later information that we file with the Securities and Exchange Commission, which we refer to as the Commission, will automatically update and supersede this information. Any statement modified or superseded by subsequently filed materials shall not be deemed, except as so modified or superseded, to constitute a part of this prospectus. Subject to the preceding, the information in this prospectus is qualified in its entirety by the information appearing in the documents incorporated by reference. We incorporate by reference the documents listed below and any other filings made with the Commission under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 prior to termination of this exchange offer:

      You may request a copy of these filings at no cost, by writing or telephoning us at: Investor Relations, Emmis Communications Corporation, One Emmis Plaza, 7th Floor, 40 Monument Circle, Indianapolis, Indiana 46204, Telephone: (317) 266-0100. To obtain timely delivery of any copies of filings requested, please write or telephone no later than five days prior to the termination of this exchange offer.

      Except as described above, no other information is incorporated by reference in this prospectus (including, without limitation, information on our website).

      You should rely only upon the information provided in this prospectus or incorporated by reference into this prospectus. We have not authorized anyone to provide you with different information. You should not assume that the information in this prospectus, including any information incorporated by reference, is accurate as of any date other than the date of this prospectus.

PROSPECTUS SUMMARY

      In this prospectus, Emmis Communications Corporation and its subsidiaries are referred to collectively as “we,” “us,” “our company” or “Emmis,” unless it is clear from the context that we mean only Emmis, the parent company, or the meaning is otherwise clear from the context. The term “initial notes” refers to the Floating Rate Senior Notes due 2012 that were issued on June 21, 2005 in a private offering. The term “exchange notes” refers to the Floating Rate Senior Notes due 2012 offered with this prospectus. The term “notes” refers to the initial notes and the exchange notes, collectively. The following summary highlights basic information about Emmis and this offering. It may not contain all of the information that is important to you. For a more comprehensive understanding of our company and the offering, you should read this entire document, including “Risk Factors,” and the documents incorporated by reference. Certain statements in this “Prospectus Summary” are forward-looking statements. See “Cautionary Statement Regarding Forward-Looking Statements.” Unless otherwise indicated, all historical and pro forma financial information in this prospectus is for Emmis and its subsidiaries.

Our Company

      We are a diversified media company with radio broadcasting, television broadcasting and magazine publishing operations. We operate the eighth largest publicly traded radio portfolio in the United States based on total listeners in 2004. We own and operate seven FM radio stations serving the nation’s top three markets — New York, Los Angeles and Chicago. Additionally, we own and operate sixteen FM and two AM radio stations with strong positions in Phoenix, St. Louis, Austin (we have a 50.1% controlling interest in our radio stations located there), Indianapolis and Terre Haute, IN. We also own and operate a leading portfolio of television stations covering geographically diverse mid-sized markets in the U.S., as well as the large markets of Portland and Orlando. The sixteen television stations we own and operate have a variety of network affiliations: five with CBS, five with FOX, three with NBC, one with ABC and two with WB.

      Our operational focus is on maintaining our leadership position in broadcasting by continuing to enhance the operating performance of our broadcast properties. We also are regularly looking to acquire underdeveloped properties that offer the potential for significant improvements through the application of our operational expertise. We have created top performing radio stations that rank, in terms of primary demographic target audience share, among the top ten stations in the New York, Los Angeles and Chicago radio markets according to the Fall 2004 Arbitron Survey. We believe that this strong large-market radio presence and our diversity of station formats make us attractive to a broad base of radio advertisers and reduces our dependence on any one economic sector or specific advertiser. We seek to be the largest local television presence in our television markets by combining network-affiliated programming with leading local news. We have created television stations with a strong local “brand” within the station’s market, allowing viewers and advertisers to identify with the station as we build the station’s franchise value. We have generally improved the profitability of our television stations since our acquisition of them by applying the focused research and marketing techniques we utilize successfully in our radio operations and by concentrating our sales efforts locally.

      In addition to our domestic radio and TV broadcasting properties, we operate a news information radio network in Indiana, publish Texas Monthly, Los Angeles, Atlanta, Indianapolis Monthly, Cincinnati, Tu Ciudad, and Country Sampler and related magazines, and operate an international radio business and a regional book publisher. Internationally, we operate nine FM radio stations in the Flanders region of Belgium and have a 59.5% interest in a national top-ranked radio station in Hungary. Subsequent to year end, we purchased a radio network in Slovakia. We also engage in various businesses ancillary to our broadcasting business, such as consulting and broadcast tower leasing.

Strategic Alternatives for Our Television Assets

      On Tuesday, May 10, 2005, we announced that we are currently evaluating strategic alternatives for our television assets. This process could result in a decision to sell all or a portion of our television assets. Our decision to explore strategic alternatives for our television assets comes from our ongoing dedication to lowering our debt and putting us in a better position to operate and grow our radio, publishing and other media

businesses. There can be no assurance that we can or will sell our television assets at prices that are favorable or at all. See “Risk Factors — Our pursuit of strategic alternatives for our television assets may not be successful and the outcome of this process is uncertain.”

Our Station Portfolio

      The following tables set forth selected recent information about our radio and television station portfolios.

Radio Portfolio

      In the following table, “Market Rank by Revenue” is the ranking of the market revenue size of the principal radio market served by the station among all radio markets in the United States. Market revenue and ranking figures are from BIA’s Investing in Radio 2005 (1st Edition). “Ranking in Primary Demographic Target” is the ranking of the station among all radio stations in its market based on the Fall 2004 Arbitron Survey. A “t” indicates the station tied with another station for the stated ranking. “Station Audience Share” represents a percentage generally computed by dividing the average number of persons over age 12 listening to a particular station during specified time periods by the average number of such persons for all stations in the market area as determined by Arbitron.

Ranking In

Market

Primary

Primary

Station

Station and

Rank by

Demographic

Demographic

Audience

Market

Revenue

Format

Target Ages

Target

Share

KROX-FM

Alternative Rock

18-34

4

3.5

KBPA-FM

Hot Adult Contemporary

25-54

1

6.3

Terre Haute, IN

232

WTHI-FM

Country

25-54

1

22.0

WWVR-FM

Classic Rock

25-54

2

11.4

(1)	We switched to the country format in March 2005, after the Fall 2004 Arbitron Survey.

												Number of								Station
Television		Metropolitan		DMA				Affiliation/				Stations in				Station				Audience				Affiliation
Station		Area Served		Rank				Channel				Market				Rank				Share				Expiration
WKCF-TV		Orlando, FL			20				WB/18				13				5				4			December 31, 2009
KOIN-TV		Portland, OR			24				CBS/6				8				2	t			10			September 18, 2006
WVUE-TV		New Orleans, LA			43				Fox/8				8				2				11			March 5, 2006
KRQE-TV		Albuquerque, NM			47				CBS/13				14				1	t			10			September 18, 2006
WSAZ-TV		Huntington, WV/Charleston, WV			62				NBC/3				7				1				21			January 1, 2009
WALA-TV		Mobile, AL/Pensacola, FL			63				Fox/10				9				1				14			August 24, 2006
WBPG-TV		Mobile, AL/Pensacola, FL			63				WB/55				9				5	t			2			August 31, 2006
KSNW-TV		Wichita, KS			66				NBC/3				6				3	t			12			January 1, 2009
WFTX-TV		Fort Myers, FL			68				Fox/36				7				3				8			N/A
WLUK-TV		Green Bay, WI			69				Fox/11				6				2	t			13			November 1, 2005
KHON-TV(1)		Honolulu, HI			71				Fox/2				9				1				17			August 2, 2006
KGMB-TV(1)		Honolulu, HI			71				CBS/9				9				2				12			September 18, 2006
KGUN-TV		Tucson, AZ			72				ABC/9				9				3				11			February 6, 2005(2)
KMTV-TV		Omaha, NE			76				CBS/3				5				3				13			September 18, 2006
KSNT-TV		Topeka, KS			137				NBC/27				4				2				14			January 1, 2009
WTHI-TV		Terre Haute, IN			149				CBS/10				3				1				19			December 31, 2005

Business Strategy

      We are committed to maintaining our leadership position in broadcasting, enhancing the performance of our broadcast and publishing properties, and distinguishing ourselves through the quality of our operations. Our strategy is focused on the following operating principles:

The Transactions

      The offering of the initial notes was part of a series of recapitalization transactions. On May 16, 2005, we commenced a “Dutch Auction” tender offer to purchase up to 20,250,000 shares of our Class A common stock, for a price not greater than $19.75 nor less than $17.25 per share (the “Tender Offer”). The Tender Offer expired at midnight on June 13, 2005. We purchased 20,250,000 shares of Class A common stock at $19.50 per share in the Tender Offer. On June 13, 2005, we received interim financing from the issuance of $300 million in aggregate principal amount of our floating rate senior notes (the “interim notes”) and borrowed $100 million under our revolving credit facility. In addition, we amended our credit facility (which consists of a revolving credit facility of up to $350 million and a term loan facility with approximately $673 million outstanding as of February 28, 2005) to modify certain covenants to permit the Transactions and to permit our principal operating subsidiary, Emmis Operating Company, subject to specified conditions, to make distributions to us so that we can make interest payments on the notes. See “The Transactions” for more information.

      The interim notes were issued to the initial purchasers of the initial notes. We issued the initial notes to the initial purchasers in exchange for the interim notes and $50 million in cash. We used, or will use, the $350 million of aggregate gross proceeds from the offering of the initial notes and the issuance of the interim notes, as well as borrowings under the revolving portion of our amended credit facility, to repurchase a portion of our outstanding shares of Class A common stock, for an aggregate purchase price not to exceed $400 million, whether pursuant to our Tender Offer or in open market transactions, and to pay fees and expenses relating to these and related transactions. In addition, as a result of our decision to increase the portion of the Tender Offer that was financed with the proceeds of the initial notes offering, we used a portion of the cash we received from the initial notes offering to repay $40 million of the borrowings under our revolving credit facility that were incurred on June 13, 2005.

      The offering of the initial notes, the issuance of the interim notes, the exchange of the interim notes for the initial notes and cash, the amendment of our existing credit facility and the use of net proceeds from the offering of the notes and the issuance of the interim notes and the borrowings under the revolving portion of our amended credit facility as outlined above are referred to collectively as the “Transactions.” The Transactions are further described under “The Transactions” and “Use of Proceeds.”

Exchange Offer		We will exchange our exchange notes for a like aggregate principal amount at maturity of our initial notes.
Expiration Date		This exchange offer will expire at 5:00 p.m., New York City time, on August 9, 2005, unless we decide to extend it.
Conditions to the Exchange Offer		We will complete this exchange offer only if:
		• there is no change in the laws and regulations which would impair our ability to proceed with this exchange offer,
		• there is no litigation or threatened litigation which would impair our ability to proceed with this exchange offer, and
		• we obtain all the governmental approvals we deem necessary to complete this exchange offer.
		Please refer to the section in this prospectus entitled “The Exchange Offer — Conditions to the Exchange Offer.”
Procedures for Tendering Initial Notes		To participate in this exchange offer, you must complete, sign and date the letter of transmittal or its facsimile and transmit it, together with your initial notes to be exchanged and all other documents required by the letter of transmittal, to The Bank of Nova Scotia Trust Company of New York, as exchange agent, at its address indicated under “The Exchange Offer — Exchange Agent.” In the alternative, you can tender your initial notes by book-entry delivery following the procedures described in this prospectus. For more information on tendering your notes, please refer to the section in this prospectus entitled “The Exchange Offer — Procedures for Tendering Initial Notes.”
Special Procedures for Beneficial Owners		If you are a beneficial owner of initial notes that are registered in the name of a broker, dealer, commercial bank, trust company or other nominee and you wish to tender your initial notes in the exchange offer, you should contact the registered holder promptly and instruct that person to tender on your behalf.
Guaranteed Delivery Procedures		If you wish to tender your initial notes and you cannot get the required documents to the exchange agent on time, you may tender your notes by using the guaranteed delivery procedures described under the section of this prospectus entitled “The Exchange Offer — Procedures for Tendering Initial Notes — Guaranteed Delivery Procedure.”
Withdrawal Rights		You may withdraw the tender of your initial notes at any time before 5:00 p.m., New York City time, on the expiration date of the exchange offer. To withdraw, you must send a written or facsimile transmission notice of withdrawal to the exchange agent at its address indicated under “The Exchange Offer — Exchange

		Agent” before 5:00 p.m., New York City time, on the expiration date of the exchange offer.
Acceptance of Initial Notes and Delivery of Exchange Notes		If all the conditions to the completion of this exchange offer are satisfied, we will accept any and all initial notes that are properly tendered in this exchange offer on or before 5:00 p.m., New York City time, on the expiration date. We will return any initial note that we do not accept for exchange to you without expense promptly after the expiration date. We will deliver the exchange notes to you promptly after the expiration date and acceptance of your initial notes for exchange. Please refer to the section in this prospectus entitled “The Exchange Offer — Acceptance of Initial Notes for Exchange; Delivery of Exchange Notes.”
Federal Income Tax Considerations Relating to the Exchange Offer		Exchanging your initial notes for exchange notes will not be a taxable event to you for United States federal income tax purposes. Please refer to the section of this prospectus entitled “U.S. Federal Income Tax Considerations.”
Exchange Agent		The Bank of Nova Scotia Trust Company of New York is serving as exchange agent in the exchange offer.
Fees and Expenses		We will pay all expenses related to this exchange offer. Please refer to the section of this prospectus entitled “The Exchange Offer — Fees and Expenses.”
Use of Proceeds		We will not receive any proceeds from the issuance of the exchange notes. We are making this exchange offer solely to satisfy certain of our obligations under our registration rights agreement entered into in connection with the offering of the initial notes.
Consequences to Holders Who Do Not Participate in the Exchange Offer		If you do not participate in this exchange offer:
		• except as set forth in the next paragraph, you will not necessarily be able to require us to register your initial notes under the Securities Act,
		• you will not be able to resell, offer to resell or otherwise transfer your initial notes unless they are registered under the Securities Act or unless you resell, offer to resell or otherwise transfer them under an exemption from the registration requirements of, or in a transaction not subject to, the Securities Act, and
		• the trading market for your initial notes will become more limited to the extent other holders of initial notes participate in the exchange offer.
		You will not be able to require us to register your initial notes under the Securities Act unless:
		• changes in applicable law or the interpretations of the staff of the Commission do not permit us to effect the exchange offer.
		• any holder notifies us prior to the 20th day following consummation of this exchange offer that it is prohibited by law or Commission policy from participating in the exchange offer,

		• in the case of any holder who participates in the exchange offer, such holder notifies us prior to the 20th day following the consummation of the exchange offer that it may not sell exchange notes acquired by it in the exchange offer to the public without delivering a prospectus and the prospectus contained in this Exchange Offer Registration Statement is not appropriate or available for resale, or
		• in the case of any holder who is a broker-dealer, such holder acquired the initial notes directly from us or one of our affiliates.
		In these cases, the registration rights agreement requires us to file a registration statement for a continuous offering in accordance with Rule 415 under the Securities Act for the benefit of the holders of the initial notes described in this paragraph. We do not currently anticipate that we will register under the Securities Act any notes that remain outstanding after completion of the exchange offer.
		Please refer to the section of this prospectus entitled “Risk Factors — Your failure to participate in the exchange offer will have adverse consequences.”
Resales		It may be possible for you to resell the notes issued in the exchange offer without compliance with the registration and prospectus delivery provisions of the Securities Act, subject to the conditions described under “— Obligations of Broker-Dealers” below.
		To tender your initial notes in this exchange offer and resell the exchange notes without compliance with the registration and prospectus delivery requirements of the Securities Act, you must make the following representations:
		• you are authorized to tender the initial notes and to acquire exchange notes, and that we will acquire good and unencumbered title thereto,
		• the exchange notes acquired by you are being acquired in the ordinary course of business,
		• you have no arrangement or understanding with any person to participate in a distribution of the exchange notes and are not participating in, and do not intend to participate in, the distribution of such exchange notes,
		• you are not an “affiliate,” as defined in Rule 405 under the Securities Act, of ours, or you will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable,
		• if you are not a broker-dealer, you are not engaging in, and do not intend to engage in, a distribution of exchange notes, and
		• if you are a broker-dealer, initial notes to be exchanged were acquired by you as a result of market-making or other trading activities and you will deliver a prospectus in connection with any resale, offer to resell or other transfer of such exchange notes
		Please refer to the sections of this prospectus entitled “The Exchange Offer — Procedure for Tendering Initial Notes —

		Proper Execution and Delivery of Letters of Transmittal,” “Risk Factors — Risks Relating to the Exchange Offer — Some persons who participate in the exchange offer must deliver a prospectus in connection with resales of the exchange notes” and “Plan of Distribution.”
Obligations of Broker-Dealers		If you are a broker-dealer (1) that receives exchange notes, you must acknowledge that you will deliver a prospectus in connection with any resales of the exchange notes, (2) who acquired the initial notes as a result of market making or other trading activities, you may use the exchange offer prospectus as supplemented or amended, in connection with resales of the exchange notes, or (3) who acquired the initial notes directly from the issuers in the initial offering and not as a result of market making and trading activities, you must, in the absence of an exemption, comply with the registration and prospectus delivery requirements of the Securities Act in connection with resales of the exchange notes.

Issuer		Emmis Communications Corporation.
Exchange Notes		$350,000,000 aggregate principal amount of Floating Rate Senior Notes due 2012. The forms and terms of the exchange notes are the same as the form and terms of the initial notes except that the issuance of the exchange notes is registered under the Securities Act, will not bear legends restricting their transfer and the exchange notes will not be entitled to registration rights under our registration rights agreement. The exchange notes will evidence the same debt as the initial notes, and both the initial notes and the exchange notes will be governed by the same indenture.
Maturity Date		June 15, 2012.
Interest		The notes will initially bear interest at the rate per annum, reset quarterly, equal to LIBOR plus 57/8%. The applicable margin to LIBOR will increase by 0.5% on each of June 15, 2006, December 15, 2006 and June 15, 2007. We will pay interest on the notes on March 15, June 15, September 15 and December 15 of each year. The first such payment will be made on September 15, 2005.
Ranking		The notes will be general unsecured obligations of Emmis Communications Corporation. The notes will rank equally with all of Emmis Communications Corporation’s other existing and future senior indebtedness and senior in right of payment to its existing and future subordinated indebtedness. The notes will be effectively subordinated to all of our secured indebtedness and all indebtedness and liabilities of our subsidiaries (including our amended credit facility and the outstanding 67/8% senior subordinated notes due 2012 of Emmis Operating Company). On February 28, 2005, after giving pro forma effect to the Transactions, our subsidiaries would have had $1,239.2 million of outstanding indebtedness that is structurally senior in right of payment to the exchange notes.
Optional Redemption		We may redeem any of the notes at any time on or after December 15, 2005, in whole or in part, at the redemption prices described under “Description of Notes — Optional Redemption,” plus accrued and unpaid interest and special interest, if any, to the date of redemption. In addition, prior to December 15, 2005, we may redeem up to 35% of the aggregate principal amount of the notes issued under the indenture governing the notes with the net proceeds of certain equity offerings, provided at least 65% of the aggregate principal amount of the notes remains outstanding immediately after such redemption. See “Description of Notes — Repurchase at the Option of Holders — Optional Redemption.”
Change of Control		Upon a change of control, we will be required to make an offer to purchase each of the holder’s notes. The purchase price will be 101% of the principal amount thereof, plus accrued and unpaid interest and special interest, if any, to the date of purchase. See “Description of Notes — Repurchase at the Option of Holders — Change of Control.”

Certain Covenants		The indenture governing the notes will contain covenants that will limit the ability of Emmis and its restricted subsidiaries, among other things, to:
		• incur additional indebtedness;
		• pay dividends or make other distributions to stockholders;
		• purchase or redeem capital stock or subordinated indebtedness;
		• make certain investments;
		• create restrictions on the ability of our subsidiaries to pay dividends or make payments to the issuer;
		• engage in certain transactions with affiliates; and
		• sell all or substantially all of the assets of the issuer and its subsidiaries, or consolidate or merge with or into other companies.
		These covenants are subject to important qualifications and exceptions. See “Description of Notes — Certain Covenants.”
Use of Proceeds		We will not receive any proceeds from the issuance of the exchange notes in exchange for the outstanding initial notes. We are making this exchange solely to satisfy our obligations under the registration rights agreement entered into in connection with the offering of the initial notes.
Absence of a Public Market for the Exchange Notes		The exchange notes are new securities with no established market for them. We cannot assure you that a market for these exchange notes will develop or that this market will be liquid. Please refer to the section of this prospectus entitled “Risk Factors — Risks Relating to the Exchange Offer — There may be no active or liquid market for the exchange notes.”
Form of the Exchange Notes		The exchange notes will be represented by one or more permanent global securities in registered form deposited on behalf of The Depository Trust Company with The Bank of Nova Scotia Trust Company of New York, as custodian. You will not receive exchange notes in certificated form unless one of the events described in the section of this prospectus entitled “Description of Notes — Book Entry; Delivery and Form — Exchange of Book Entry Notes for Certificated Notes” occurs. Instead, beneficial interests in the exchange notes will be shown on, and transfers of these exchange notes will be effected only through, records maintained in book entry form by The Depository Trust Company with respect to its participants.

				Fiscal Year Ended February 28 (29),												Pro Forma
																Fiscal Year Ended
				2003				2004				2005				February 28, 2005
																(unaudited)
				(In thousands)
Operating Data:
	Net revenues			$	536,223			$	565,154			$	618,460			$	618,460
		Station operating expenses, excluding noncash compensation			333,678				355,732				384,522				384,522
		Corporate expenses, excluding noncash compensation			21,359				24,105				30,792				30,792
		Depreciation and amortization			42,334				45,701				46,201				46,201
		Noncash compensation			21,754				22,722				16,570				16,570
		Impairment loss(1)			—				12,400				—				—
	Operating income				117,098				104,494				140,375				140,375
	Interest expense				103,617				85,958				66,657				96,915
	Loss on debt extinguishment(2)				13,506				—				97,248				97,248
	Other income (loss), net				5,722				(193	)			(1,746	)			(1,746	)
	Income (loss) before income taxes, discontinued operations minority interest and cumulative effect of accounting change				5,697				18,343				(25,276	)			(55,534	)
	Income (loss) from continuing operations				(1,761	)			6,440				(43,703	)			(61,555	)
	Net income (loss)(3)				(164,468	)			2,256				(304,368	)			(322,220	)
	Net income (loss) available to common shareholders				(173,452	)			(6,728	)			(313,352	)			(331,204	)

		Pro Forma as of
		February 28, 2005
		(Unaudited)
		(In thousands)
Balance Sheet Data:
Cash and cash equivalents		$	16,054
Working capital			48,517
Net intangible assets(4)			1,348,610
Total assets			1,834,035
Total debt			1,596,799
Shareholders’ equity			53,717

		Fiscal Year Ended February 28 (29),
		2003				2004				2005
		(In thousands)
Other Financial Data:
EBITDA(5)		$	(11,059	)		$	143,940			$	(175,569	)
Capital expenditures			30,549				30,191				25,233
Cash flows from (used in):
Operating activities			95,149				118,165				122,804
Investing activities			106,301				(146,359	)			54,349
Financing activities			(191,733	)			32,085				(181,069	)

		Fiscal Year Ended February 28 (29),
																						Pro Forma
		2001				2002				2003				2004				2005				2005
Ratio of earnings to fixed charges(6)			1.3	x			N/A				1.0	x			1.1	x			N/A				N/A

(1)	The impairment loss in the fiscal year ended February 29, 2004 resulted from our annual SFAS No. 142 review.
(2)	Loss on debt extinguishment in the fiscal years ended February 28, 2003 and 2005 relates to the write-off of deferred debt financing fees and redemption premiums paid for the early retirement of outstanding debt obligations.
(3)	The net loss in the fiscal year ended February 28, 2003 includes a charge of $167.4 million, net of tax, to reflect the cumulative effect of an accounting change in connection with our adoption of SFAS No. 142, “Goodwill and Other Intangible Assets.” The net loss in the fiscal year ended February 28, 2005 includes a charge of $303.0 million, net of tax, to reflect the cumulative effect of an accounting change in connection with our adoption of Emerging Issues Task Force (EITF) Topic D-108, “Use of the Residual Method to Value Acquired Assets other than Goodwill.”
(4)	Excludes intangibles of our two Argentina radio stations sold and our three Phoenix radio stations exchanged.
(5)	EBITDA represents net income (loss) before interest expense, income taxes, depreciation and amortization. We believe that EBITDA is a performance measure that provides securities analysts, investors and other interested parties with a measure of operating results unaffected by differences in capital structures, capital investment cycles and ages of related assets among otherwise comparable companies in our industry. We also use EBITDA for planning purposes, including the preparation of annual operating budgets, to determine levels of operating and capital investments and for compensation purposes, including bonuses for certain employees.

	We believe issuers of “high yield” securities also present EBITDA because investors, analysts and rating agencies consider it useful in measuring the ability of those issuers to meet debt service obligations. We believe EBITDA is an appropriate supplemental measure of debt service capacity because it represents

	the amount available to pay interest expense and taxes before depreciation and amortization, which are non-cash expenses.
	EBITDA has limitations as an analytical tool, and you should not consider it in isolation, or as a substitute for analysis of our results as reported under GAAP. Some of these limitations are:

	•	EBITDA does not reflect our cash expenditures, or future requirements, for capital expenditures or contractual commitments;
	•	EBITDA does not reflect changes in, or cash requirements for, our working capital needs;
	•	EBITDA does not reflect the significant interest expense, or the cash requirements necessary to service interest or principal payments, on our debts;
	•	Although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future, and EBITDA does not reflect any cash requirements for such replacements;
	•	EBITDA does not reflect the impact of earnings or charges resulting from matters we consider not to be indicative of our ongoing operations; and
	•	Other companies in our industry may calculate EBITDA differently than we do, limiting its usefulness as a comparative measure.

	Because of these limitations, EBITDA should not be considered as a measure of discretionary cash available to us to invest in the growth of our business. We compensate for these limitations by relying primarily on our results as reported under GAAP and using EBITDA only supplementally. See the statements of cash flows included in our consolidated financial statements incorporated by reference in this prospectus.
	The table below reconciles EBITDA to net income, the most directly comparable GAAP measure.

			Fiscal Year Ended February 28 (29),												Pro Forma Fiscal
															Year Ended
			2003				2004				2005				February 28, 2005
															(unaudited)
			(In thousands)
EBITDA:
	Net income (loss)		$	(164,468	)		$	2,256			$	(304,368	)		$	(322,220	)
Plus:
	Tax expense (benefit)			7,458				10,025				15,941				3,535
	Interest expense			103,617				85,958				66,657				96,915
	Depreciation and amortization			42,334				45,701				46,201				46,201
	EBITDA		$	(11,059	)		$	143,940			$	(175,569	)		$	(175,569	)

	(a)	EBITDA has not be adjusted to exclude or include the impact of a number of items which are or are not considered by management to be indicative of our operating performance. Those adjustments include the following:

	(i)	the cumulative effect of accounting change, net of $167.4 million for the fiscal year ended February 28, 2003, representing our adoption of SFAS No. 142, “Goodwill and Other Intangible Assets” and $303.0 million for the fiscal year ended February 28, 2005, representing our adoption of EITF Topic D-108, “Use of the Residual Method to Value Acquired Assets Other than Goodwill.”
	(ii)	the loss on debt extinguishment of $13.5 million and $97.2 million for the fiscal years ended February 28, 2003 and 2005, respectively, reflecting the write-off of deferred debt costs and premiums paid in connection with debt refinancings as required under SFAS No. 145.
	(iii)	additional income of $1.0 million and $2.1 million for the fiscal years ended February 28, 2003 and 2005, respectively, principally related to interest income, and additional expense of

		$1.1 million for the fiscal year ended February 29, 2004, principally consisting of the write-off of a cost method investment.
	(iv)	minority interest expense of $1.9 million and $2.5 million for the fiscal years ended February 29, 2004 and February 28, 2005, respectively, representing the after-tax income attributed to the 49.9% minority shareholder of our six radio stations in Austin. We purchased our controlling interest in these stations in July 2003.
	(v)	gain on asset sales of $9.3 million for the fiscal year ended February 28, 2003, which includes a $10.2 million gain stemming from the sale of substantially all of the assets of KXPK-FM in Denver, Colorado, and $1.2 million for the fiscal year ended February 29, 2004, which includes the gain of $0.9 million from the sale of Mira Mobile, and a loss on asset sales of $2.6 million for the fiscal year ended February 28, 2005.
	(vi)	impairment loss of $12.4 million for the fiscal year ended February 29, 2004, which resulted from our annual SFAS No. 142 review.
	(vii)	loss in unconsolidated affiliates of $4.5 million, $0.4 million and $1.2 million for the fiscal years ended February 28, 2003, February 29, 2004 and February 28, 2005, respectively. For the fiscal year ended February 28, 2003, the amount is primarily attributable to our investment in a consortium of broadcasters, which was dissolved in that year.
	(viii)	noncash compensation of $21.8 million, $22.7 million and $16.6 million for the fiscal years ended February 28, 2003, February 29, 2004 and February 28, 2005, respectively. Noncash compensation includes compensation expense associated with restricted common stock issued under employment agreements, common stock issued to employees, company matches of common stock in our 401(k) plans and common stock issued to employees pursuant to our stock compensation program. We implemented our stock compensation program in December 2001.
	(ix)	income from discontinued operations of $4.7 million and $42.3 million for the fiscal years ended February 28, 2003 and February 28, 2005, respectively, and a loss from discontinued operations of $4.2 million for the fiscal year ended February 29, 2004, which reflects operations of our two radio stations in Argentina sold in May 2004 and three radio stations in Phoenix, AZ exchanged in January 2005.

(6)

For purposes of computing the ratio of earnings to fixed charges, earnings consist of pre-tax income (loss) from continuing operations before adjustment for minority interests in consolidated subsidiaries or income or loss from equity investees, plus (1) fixed charges and (2) amortization of capitalized interest, less (1) capitalized interest and (2) preferred stock dividends. Fixed charges consist of (1) interest expense on indebtedness, including amortization of deferred debt issuance costs, (2) capitalized interest, (3) the portion of rental expenses under operating leases that we have deemed to be representative of an interest factor and (4) preferred stock dividends, all on a pre-tax basis. For the fiscal years ended February 28, 2002 and 2005, earnings, as defined above, was inadequate to cover fixed charges, as defined above. The amount of coverage deficiency in 2002 was $94.6 million; and the amount of coverage deficiency in 2005 on a historical and pro forma basis was $33.0 million and $63.2 million, respectively.

RISK FACTORS

      An investment in the exchange notes involves substantial risks. In addition to the other information in this prospectus, you should carefully consider the following factors before participating in this exchange offer. Certain statements in “Risk Factors” are forward-looking statements. See “Cautionary Statement Regarding Forward-Looking Statements” on page 29.

Risks Relating To Our Company

Decreased spending by advertisers or a decrease in our market ratings or market share can adversely affect our advertising revenues.

      We believe that advertising is a discretionary business expense. Spending on advertising tends to decline disproportionately during an economic recession or downturn as compared to other types of business spending. Consequently, the recent downturn in the United States economy had an adverse effect on our advertising revenue and, therefore, our results of operations. A recession or another downturn in the United States economy or in the economy of any individual geographic market, particularly a major market such as Los Angeles, New York or Orlando, in which we own and operate sizeable stations, could have a significant effect on us.

      Even in the absence of a general recession or downturn in the economy, an individual business sector that tends to spend more on advertising than other sectors might be forced to reduce its advertising expenditures if that sector experiences a downturn. If that sector’s spending represents a significant portion of our advertising revenues, any reduction in its advertising expenditures may affect our revenue.

      In addition, since political advertising at times accounts for a significant portion of our advertising revenues, normal election cycles may cause our revenues to fluctuate. Changes in government limitations on spending or fundraising for campaign advertisements may also have a negative effect on our earnings derived from political advertising.

We may lose audience share and advertising revenue to competing radio and television stations or other types of media competitors.

      We operate in highly competitive industries. Our radio and television stations compete for audiences and advertising revenue with other radio and television stations and station groups, as well as with other media. Shifts in population, demographics, audience tastes and other factors beyond our control could cause us to lose market share. Any adverse change in a particular market, or adverse change in the relative market positions of the stations located in a particular market, could have a material adverse effect on our revenue or ratings, could require increased promotion or other expenses in that market, and could adversely affect our revenue in other markets.

      Other radio and television broadcasting companies may enter the markets in which we operate or may operate in the future. These companies may be larger and have more financial resources than we have. Our radio and television stations may not be able to maintain or increase their current audience ratings and advertising revenue in the face of such competition.

      In addition, from time to time, other stations may change their format or programming, a new station may adopt a format to compete directly with our stations for audiences and advertisers, or stations might engage in aggressive promotional campaigns. These tactics could result in lower ratings and advertising revenue or increased promotion and other expenses and, consequently, lower earnings and cash flow for us. Any failure by us to respond, or to respond as quickly as our competitors, could have an adverse effect on our business and financial performance.

      Because of the competitive factors we face, we cannot assure you that we will be able to maintain or increase our current audience ratings and advertising revenue.

We must respond to the rapid changes in technology, services and standards that characterize our industry in order to remain competitive.

      The radio and television broadcasting industries are subject to rapid technological change, evolving industry standards and the emergence of competition from new media technologies and services. We cannot assure you that we will have the resources to acquire new technologies or to introduce new services that could compete with these new technologies. Various new media technologies and services are being developed or introduced, including:

      In addition, cable providers and direct broadcast satellite companies are developing new techniques that allow them to transmit more channels on their existing equipment to highly targeted audiences, reducing the cost of creating channels and potentially leading to the division of the television industry into ever more specialized niche markets. Competitors who target programming to such sharply defined markets may gain an advantage over us for television advertising revenues. Lowering the cost of creating channels may also encourage new competitors to enter our markets and compete with us for advertising revenue.

      We cannot predict the effect, if any, that competition arising from new technologies or regulatory change may have on the radio and television broadcasting industries or on our financial condition and results of operations.

Our substantial indebtedness could adversely affect our financial health.

      We have a significant amount of indebtedness. As of February 28, 2005, on a pro forma basis after giving effect to the Transactions, our total indebtedness would have been approximately $1,597 million, and our shareholders’ equity would have been approximately $54 million.

      Our substantial indebtedness could have important consequences to you. For example, it could:

The terms of our indebtedness and the indebtedness of our direct and indirect subsidiaries may restrict our current and future operations, particularly our ability to respond to changes in market conditions or to take some actions.

      Our amended credit facility, the indentures for our existing notes and the indenture relating to the notes offered hereby, will impose significant operating and financial restrictions on us. These restrictions significantly limit or prohibit, among other things, our ability and the ability of our subsidiaries to incur additional indebtedness, issue preferred stock, incur liens, pay dividends, enter into asset sale transactions, merge or consolidate with another company, dispose of all or substantially all of our assets or make certain other payments or investments.

      These restrictions currently limit our ability to grow our business through acquisitions and could limit our ability to respond to market conditions or meet extraordinary capital needs. They also could restrict our corporate activities in other ways. These restrictions could adversely affect our ability to finance our future operations or capital needs.

To service our indebtedness and other obligations, we will require a significant amount of cash. Our ability to generate cash depends on many factors beyond our control.

      Our ability to make payments on and to refinance our indebtedness and fund capital expenditures will depend on our ability to generate cash in the future. This ability to generate cash, to a certain extent, is subject to general economic, financial, competitive, legislative, regulatory and other factors that are beyond our control. Our businesses might not generate sufficient cash flow from operations. We might not be able to complete future offerings, and future borrowings might not be available to us in an amount sufficient to enable us to pay our indebtedness or to fund our other liquidity needs. We may need to refinance all or a portion of our indebtedness on or before maturity. We cannot assure you that we will be able to refinance any of our indebtedness on commercially reasonable terms or at all.

Our operating results have been and may again be adversely affected by acts of war and terrorism.

      Acts of war and terrorism against the United States, and the country’s response to such acts, may negatively affect the U.S. advertising market, which could cause our advertising revenues to decline due to advertising cancellations, delays or defaults in payment for advertising time, and other factors. In addition, these events may have other negative effects on our business, the nature and duration of which we cannot predict.

      For example, the war in Iraq caused the networks to pre-empt regularly scheduled programming in the last month of the first quarter of fiscal 2003 and caused several advertisers to cancel their advertising spots, resulting in a loss of revenue in the first quarter of fiscal 2003. After the September 11, 2001 terrorist attacks, we decided that the public interest would be best served by the presentation of continuous commercial-free coverage of the unfolding events on our stations. This temporary policy had a material adverse effect on our advertising revenues and operating results for the month of September 2001. Future events like those of September 11, 2001 or the war in Iraq may cause us to adopt similar policies, which could have a material adverse effect on our advertising revenues and operating results.

      Additionally, the attacks on the World Trade Center on September 11, 2001 resulted in the destruction of the transmitter facilities that were located there. Although we had no transmitter facilities located at the World Trade Center, broadcasters that had facilities located in the destroyed buildings experienced temporary disruptions in their ability to broadcast. Since we tend to locate transmission facilities for stations serving urban areas on tall buildings or other significant structures, such as the Empire State Building in New York, further terrorist attacks or other disasters could cause similar disruptions in our broadcasts in the areas

affected. If these disruptions occur, we may not be able to locate adequate replacement facilities in a cost-effective or timely manner or at all. Failure to remedy disruptions caused by terrorist attacks or other disasters and any resulting degradation in signal coverage could have a material adverse effect on our business and results of operations.

Television programming costs may negatively impact our operating results.

      One of our most significant operating cost components is television programming. We may be exposed in the future to increased programming costs which may adversely affect our operating results. Acquisitions of program rights are usually made two or three years in advance and may require multi-year commitments, making it difficult to accurately predict how a program will perform. In some instances, programs must be replaced before their costs have been fully amortized, resulting in write-offs that increase station operating costs. In addition, we have recently experienced increased competition to acquire programming, primarily due to the increased acquisition of syndicated programming by cable operators.

Our television stations depend on affiliations with major networks that may be canceled or revoked by the networks.

      All of our television stations are affiliated with a network. Under the affiliation agreements, the networks possess, under certain circumstances, the right to terminate the agreement without giving the station enough advance notice to implement a contingency plan. The affiliation agreements may not remain in place, and the networks may not continue to provide programming to affiliates on the same basis that currently exists. The non-renewal or termination of any of our stations’ network affiliation agreements could have a material adverse effect on our operations.

The success of our television stations depends on the success of the network each station carries.

      The ratings of each of the television networks, which is based in large part on their programming, vary from year to year, and this variation can significantly impact a station’s revenues. The future success of any network or its programming is unpredictable.

To continue to grow our business, we will require significant additional capital.

      The continued development, growth and operation of our businesses will require substantial capital. In particular, additional acquisitions will require large amounts of capital. We intend to fund our growth, including acquisitions, if any, with cash generated from operations, borrowings under our amended credit facility, and proceeds from future issuances of debt and equity both public and private. Our ability to raise additional debt or equity financing is subject to market conditions, our financial condition and other factors. If we cannot obtain financing on acceptable terms when needed, our results of operations and financial condition could be adversely impacted.

Our ability to grow through acquisitions may be limited by competition for suitable properties or other factors we cannot control.

      We intend to selectively pursue acquisitions of radio stations and publishing properties, when appropriate, in order to grow. To be successful with this strategy, we must be effective at quickly evaluating markets, obtaining financing to buy stations and publishing properties on satisfactory terms and obtaining the necessary regulatory approvals, including, as discussed below, approvals of the FCC and the Department of Justice. We also must accomplish these tasks at reasonable costs. The radio industry in particular has rapidly consolidated. In general, we compete with many other buyers for radio stations as well as publishing properties. These other buyers may be larger and have more resources. We cannot predict whether we will be successful in buying stations or publishing properties, or whether we will be successful with any station or publishing property we acquire. Our strategy is generally to buy underperforming properties and use our experience to improve their performance. Thus, the benefits resulting from the properties we buy may not manifest themselves immediately, and we may need to pay large initial costs for these improvements.

If we are not able to obtain regulatory approval for future acquisitions, our growth may be impaired.

      Although part of our growth strategy is the acquisition of additional radio stations, we may not be able to complete all the acquisitions that we agree to make. Station acquisitions are subject to the approval of the FCC and, potentially, other regulatory authorities. As discussed below, the FCC’s new rules with respect to media ownership are under court review. We cannot predict how the FCC’s approval process will change based on the outcome of the FCC’s media ownership proceeding or whether such changes would adversely impact us.

      Additionally, since the passage of the Telecommunications Act of 1996, the U.S. Department of Justice has become more involved in reviewing proposed acquisitions of radio stations and radio station networks. The Justice Department is particularly concerned when the proposed buyer already owns one or more radio stations in the market of the station it is seeking to buy. Recently, the Justice Department has challenged a number of radio broadcasting transactions. Some of those challenges ultimately resulted in consent decrees requiring, among other things, divestitures of certain stations. In general, the Justice Department has more closely scrutinized radio broadcasting acquisitions that result in local market shares in excess of 40% of radio advertising revenue.

We may not be able to integrate acquired stations successfully, which could affect our financial performance.

      Our ability to operate our company effectively depends, in part, on our success in integrating acquired stations into our operations. These efforts may impose significant strains on our management and financial resources. The pursuit and integration of acquired stations will require substantial attention from our management, and will limit the amount of time they can devote to other important matters. Successful integration of acquired stations will depend primarily on our ability to manage our combined operations. If we fail to successfully integrate acquired stations or manage our growth or if we encounter unexpected difficulties during expansion, it could have a negative impact on the performance of acquired stations as well as on our company as a whole.

Our pursuit of strategic alternatives for our television assets may not be successful and the outcome of this process is uncertain.

      We have engaged investment bankers to assist us in evaluating possible strategic alternatives for our television assets. No decision has been made as to whether we will engage in a transaction or transactions resulting from our consideration of strategic alternatives for our television assets, and there can be no assurance that any transaction or transactions will occur or, if undertaken, the terms or timing thereof or the impact thereof on our operating results. Other uncertainties and risks relating to our review of possible strategic alternatives include:

If realized, any of these risks could have a material adverse effect on our business, results of operations and financial condition.

Additional impairment changes could occur related to our goodwill and FCC licenses.

      In June 2001, the Financial Accounting Standards Board issued Statement of Financial Accounting Standard No. 142, “Goodwill and Other Intangible Assets,” that requires companies to cease amortizing goodwill and certain other indefinite-lived intangible assets, including broadcast licenses. Under SFAS 142, goodwill and some indefinite-lived intangibles will not be amortized into results of operations, but instead will be tested for impairment at least annually, with impairment being measured as the excess of the carrying value of the goodwill or intangible over its fair value. In addition, goodwill and intangible assets will be tested more often for impairment as circumstances warrant. Intangible assets that have finite useful lives will continue to be amortized over their useful lives and will be measured for impairment in accordance with SFAS 144, “Accounting for the Impairment or Disposal of Long-Lived Assets.” After initial adoption, any impairment losses under SFAS 142 or 144 will be recorded as operating expenses. In connection with the adoption of SFAS 142 effective March 1, 2002, we recorded an impairment loss of $167.4 million, net of tax, reflected as the cumulative effect of an accounting change in the accompanying consolidated statements of operations. The adoption of this accounting standard reduced our amortization of goodwill and intangibles by approximately $54.6 million in the year ended February 28, 2003. We also incurred a $12.4 million impairment loss in the fiscal year ended February 29, 2004 as a result of our annual SFAS 142 review. Although we did not recognize any impairment losses in the year ended February 28, 2005 related to SFAS 142, our future impairment reviews could result in additional write-downs.

      On September 30, 2004, the Emerging Issues Task Force (“EITF”) issued Topic D-108, “Use of the Residual Method to Value Acquired Assets Other than Goodwill.” For all of our acquisitions completed prior to the adoption of SFAS No. 141 on June 30, 2001, we allocated a portion of the purchase price to acquired tangible assets in accordance with a third party appraisal, with the remainder of the purchase price being allocated to the FCC license. This allocation method is commonly called the residual method and results in all of the acquired intangible assets, including goodwill, being included in our FCC license value. Although we have directly valued the FCC license of stations acquired since our adoption of SFAS No. 141, we had retained the use of the residual method to perform its annual impairment tests in accordance with SFAS No. 142 for acquisitions effected prior to the adoption of SFAS No. 141. EITF Topic D-108 prohibits the use of the residual method and precludes companies from reclassifying to goodwill any goodwill that was originally included in the value of the FCC license, resulting in a write-off. Implementation of EITF Topic D-108 was required no later than our fiscal year ending February 28, 2006, but we elected to adopt it as of December 1, 2004 and recorded a noncash charge of $303.0 million, net of tax, in our fourth quarter as a cumulative effect of an accounting change. This loss has no impact on our cash flows or compliance with debt covenants.

One shareholder controls a majority of the voting power of our common stock, and his interest may conflict with yours.

      As of the date hereof, our Chairman of the Board of Directors, Chief Executive Officer and President, Jeffrey H. Smulyan, held shares representing approximately 64% of the outstanding combined voting power of all classes of our common stock. He therefore holds a majority of the outstanding combined voting power of all classes of our common stock. Accordingly, Mr. Smulyan is able to control the outcome of most matters submitted to a vote of our shareholders, including the election of a majority of the directors.

The FCC has recently begun more vigorous enforcement of its indecency rules against the broadcast industry, which could have a material adverse effect on our business.

      The FCC’s rules prohibit the broadcast of obscene material at any time and indecent material between the hours of 6 am and 10 pm. Broadcasters risk violating the prohibition on the broadcast of indecent material because of the FCC’s broad definition of such material, coupled with the spontaneity of live programming.

      Recently, the FCC has begun more vigorous enforcement of its indecency rules against the broadcasting industry as a whole. In addition, legislation has been passed by the U.S. House of Representatives, and is awaiting action in the Senate, that would, among other things, (i) increase substantially the fines for indecent

broadcasts, (ii) specify that all indecency violations are “serious” violations for license renewal purposes and (iii) mandate an evidentiary hearing on the license renewal application of any station that has had three indecency violations during its license term. The FCC has indicated that it is stepping up its enforcement activities as they apply to indecency, and has threatened to initiate license revocation proceedings against broadcast licensees for “serious indecency violations.” The FCC has found on a number of occasions recently that the content of broadcasts has contained indecent material. The FCC issued fines to the offending licensees. Moreover, the FCC has recently begun imposing separate fines for each allegedly indecent “utterance,” in contrast with its previous policy, which generally considered all indecent words or phrases within a given program as constituting a single violation. Although FCC enforcement actions for indecent broadcasts have largely focused on radio stations in the past, there has recently been increased enforcement activity directed at television stations, including an effort in certain cases to hold network affiliate stations accountable for indecent material in network programs.

      In August of 2004, Emmis entered into a Consent Decree with the FCC, pursuant to which (i) the Company adopted a compliance plan intended to avoid future indecency violations, (ii) the Company admitted, solely for purposes of the Decree, that certain prior broadcasts were “indecent,” (iii) the Company agreed to make a voluntary payment of $300,000 to the U.S. Treasury, (iv) the FCC rescinded its prior enforcement actions against the Company based on allegedly indecent broadcasts and agreed not to use against the Company any indecency violations based on complaints within the FCC’s possession as of the date of the Decree or “similar” complaints based on pre-Decree broadcasts, and (v) the FCC found that neither the alleged indecency violations nor the circumstances surrounding a civil suit filed by a WKQX announcer raised any substantial and material questions concerning the Company’s qualifications to hold FCC licenses. A petition requesting that the FCC reconsider its approval of the Decree has been filed and remains pending. If the petition were to be granted by the FCC, or if a court appeal were taken and the court were to invalidate the decree, then any indecent broadcasts that may have occurred on the Company’s stations could be considered by the FCC, which could have an adverse impact on the Company’s FCC licenses. In addition, petitions have been filed against the license renewal applications of stations WKQX and KPNT, and an informal objection has been filed against the license renewals of the Company’s Indiana radio stations, in each case based primarily on the matters covered by the Decree. Consequently, any invalidation of the Decree could result in the petitions and objections being considered in connection with those and possibly other license renewals.

      The Communications Act provides that the FCC must renew a broadcast license if (i) the station involved has served the “public interest, convenience and necessity” and (ii) there have been no “serious violations” of the Act or FCC rules, and no “other violations” of the Act or rules which “taken together, would constitute a pattern of abuse.” If the Commission were to determine that indecency or other violations by one or more of our stations fall within either or both of those definitions, the agency could (x) grant the license renewal applications of the stations with burdensome conditions, such as requirements for periodic reports, (y) grant the applications for less than the full eight-year term in order to allow an early reassessment of the stations, or (z) order an evidentiary hearing before an administrative law judge to determine whether renewal of the stations’ licenses should be denied. If a station’s license renewal were ultimately denied, the station would be required to cease operation permanently. As a result of these developments, we have implemented measures to reduce the risk of broadcasting indecent material in violation of the FCC’s rules. These and other future modifications to our programming to reduce the risk of indecency violations could have an adverse effect on our competitive position.

Our need to comply with comprehensive, complex and sometimes unpredictable federal regulations could have an adverse effect on our businesses.

      We are dependent on licenses from the FCC, which regulates the radio and television broadcasting industries in the United States. The radio and television broadcasting industries in the United States are

subject to extensive and changing regulation by the FCC. Among other things, the FCC is responsible for the following:

      The FCC has the power to impose penalties for violation of its rules or the applicable statutes. While in the vast majority of cases licenses are renewed by the FCC, we cannot be sure that any of our United States stations’ licenses will be renewed at their expiration date. Even if our licenses are renewed, we cannot be sure that the FCC will not impose conditions or qualifications that could cause problems in our businesses.

      The FCC regulations and policies also affect our growth strategy because the FCC has specific regulations and policies about the number of stations, including radio and television stations, and daily newspapers that an entity may own in any geographic area. As a result of these rules, we may not be able to acquire more properties in some markets or on the other hand, we may have to sell some of our properties in a particular market. For example, as a result of our acquisition of Lee Enterprises in October 2000, we own two “top 4” rated television stations in the Honolulu market, which is not permitted by FCC rules. As a result, we have been operating both stations under various temporary waivers to the FCC’s ownership rules. The FCC has adopted new local television ownership rules which continue to prohibit the ownership of two top-rated television stations in a single market, and in so doing the FCC ordered companies with temporary waivers (including us) to file divesting applications to achieve compliance. However, the new rules were appealed in federal court by a number of broadcasters, and the court issued an indefinite stay, which has prevented most of the new rules from becoming effective. In June of 2004, the court remanded the new rules back to the FCC for further consideration, but continued the stay in effect. When and if the stay is lifted, we will likely have to either file a divesting application or seek a permanent waiver of the new rules. If we are required to divest a station on short notice, we may not realize the full value of that station.

      As a result of the repurchase of shares of our Class A common stock in the Tender Offer, Jeffrey H. Smulyan’s voting interest in Emmis, as calculated for FCC control purposes (which calculation is based only on the outstanding shares owned by Mr. Smulyan and does not take into account the options exercisable by Mr. Smulyan within 60 days), rose above 50%, which should qualify Emmis for an exemption from the FCC’s “ownership attribution” rules, pursuant to which the media interests of minority shareholders in a company having a “single majority shareholder” will generally not be attributed to that company. The FCC, however, is considering elimination of this exemption, and if that occurs the media interests of minority shareholders who have voting interests in Emmis of 5% or more — 20% or more in the case of certain categories of institutional investors — will be attributed to Emmis. Attribution of minority shareholders’ media interests to us could materially and adversely affect our business as a result of the increased cost of regulatory compliance and monitoring activities, the increased obstacles to our growth strategy or the mandatory divestment of properties.

      FCC regulations also limit the ability of non-U.S. persons to own our capital stock and to participate in our affairs, which could limit our ability to raise equity. Our articles of incorporation contain provisions which place restrictions on the ownership, voting and transfer of our capital stock in accordance with the law.

      A 2002 court decision invalidated an FCC rule that prohibited common ownership of a broadcast station and a cable television system in the same market. The elimination of that restriction could increase the amount of competition that our television stations face.

      All television stations in the United States are now required to use their second television broadcast channel to transmit a digital signal. The digital channel that the FCC has assigned to each television station

does not necessarily allow the station to achieve the same geographic signal coverage, and reach the same number of viewers, that it currently is able to achieve with its analog signal. Moreover, several of our stations currently are broadcasting at less than their maximum permissible digital signal. If those stations do not spend additional money and make certain technical changes to expand the coverage of their digital signal by the relevant deadlines in July 2005 or July 2006 (depending on market ranking), they may lose the ability to expand their coverage area in the future. We are unable to predict the extent or timing of consumer and/or advertiser demand for digital services, and therefore cannot predict the impact of any loss in the ability to expand the coverage of our stations’ digital signals, including any impact on our audience share or advertising revenues.

      The date set by Congress for the completion of the conversion to digital television is December 31, 2006, but that date may be extended by the FCC in certain circumstances. The FCC and Congress have made a number of proposals to extend the date to 2008 or 2009. We cannot predict whether or not such proposals ultimately will be adopted.

      In February of 2005, the Commission issued a decision with respect to the rights of digital television broadcasters to mandatory carriage on local cable systems. With respect to dual carriage, the Commission decided that cable operators would not be required to carry both a television station’s digital and analog signals during the transition. With respect to digital multicasting, the Commission determined that cable operators are not required to carry any more than one programming stream of a digital television station. We cannot predict the effect this ruling with have on cable carriage of our digital signals.

      Finally, a number of federal rules governing broadcasting have changed significantly in recent years and additional changes may occur, particularly with respect to the rules governing digital television, digital audio broadcasting, satellite radio services, multiple ownership and attribution. We cannot predict the effect that these regulatory changes may ultimately have on our operations.

Any changes in current FCC ownership regulations may negatively impact our ability to compete or otherwise harm our business operations.

      In June of 2003, the FCC substantially modified its rules governing ownership of broadcast stations. The new rules (i) increase to 45% the national “cap” on the number of television stations that can be owned nationwide by an entity or affiliated group, (ii) generally permit common ownership of two television stations within a given market (and three stations in some of the largest markets), (iii) allow, for the first time in many years, common ownership of broadcast stations and daily newspapers in most markets, (iv) generally allow common ownership of radio and television stations within a given market, and (v) change the definition of “market” for purposes of the rules restricting the number of radio stations that may be commonly owned within a given market. The new rules were appealed in federal court, and in September of 2003, the court stayed the effectiveness of the new rules, pending a decision in the appeal. As a result of the stay, the former ownership rules were reinstated.

      In June of 2004, the court issued a decision generally holding that the FCC has failed to justify the “deregulatory” aspects of the new rules, and remanded the rules back to the FCC for further consideration, but maintained the stay in effect. Subsequently, the court lifted the stay with respect to changes in the local radio rules, including the method of defining local radio markets. As a result, the former ownership rules remain in effect except for certain of the radio provisions. A number of parties have asked the United States Supreme Court to review the court’s decision remanding the rules.

      Recent federal legislation set the national TV ownership “cap” at 39%, superseding the increase to 45% adopted by the FCC. This represents an increase from the 35% limit previously in place, and its immediate effect is to allow on a permanent basis the existing levels of station ownership by the Fox and CBS networks, which previously had been allowed only as a result of a temporary waiver of the 35% limit. This may give Fox and CBS a competitive advantage over us, since they have much greater financial and other resources than we have.

      We cannot predict the impact of these developments on our business. In particular, we cannot predict the outcome of FCC’s media ownership proceeding or its effect on our ability to acquire broadcast stations in the future or to continue to own and freely transfer stations that we have already acquired.

      In 2003, we acquired a controlling interest in five FM stations and one AM station in the Austin, Texas market. Under the method of defining radio markets contained in the new ownership rules, it appears that we would be permitted to own or control only four FM stations in the Austin market (ownership of one AM station would continue to be allowed). The new rules do not require divestiture of existing non-conforming station combinations, but do provide that such clusters may be transferred only to defined small business entities. Consequently, if we wish to sell our interest in the Austin stations, we will have to either sell to an entity that meets the FCC definition or exclude at least one FM station from the transaction.

Our business strategy and our ability to operate profitably depends on the continued services of our key employees, the loss of whom could materially adversely affect our business.

      Our ability to maintain our competitive position depends to a significant extent on the efforts and abilities of our senior management team and certain key employees. Their managerial, technical and other services would be difficult to replace and if we lose the services of one or more of our executive officers or key personnel. Our business could be seriously harmed if one of them decides to join a competitor or otherwise competes directly or indirectly against us.

      Our radio and television stations employ or independently contract with several on-air personalities and hosts of syndicated radio and television programs with significant loyal audiences in their respective broadcast areas. These on-air personalities are sometimes significantly responsible for the ranking of a station, and thus, the ability of the station to sell advertising. These individuals may not remain with our radio and television stations and may not retain their audiences.

Our current and future operations are subject to certain risks that are unique to operating in a foreign country.

      We currently have several international operations, including those in Hungary, Slovakia and Belgium, and therefore, we are exposed to risks inherent in international business operations. We may pursue opportunities to buy additional broadcasting properties in other foreign countries. The risks of doing business in foreign countries include the following:

Risks Relating to the Exchange Notes

Emmis Communications Corporation is a holding company. Our only material source of cash is and will be distributions from our subsidiaries, and the exchange notes are effectively subordinated to the claims of our direct and indirect subsidiaries.

      We are primarily a holding company with no material business operations of our own. Our most significant asset is the capital stock of our subsidiaries. We conduct virtually all of our business operations through those subsidiaries. Accordingly, our only material source of cash, including cash to make payments on or redeem the exchange notes or our other indebtedness, is dividends and distributions with respect to our

ownership interests in our subsidiaries that are derived from the earnings and cash flow generated by those subsidiaries. We cannot assure you that our subsidiaries will generate sufficient earnings and cash flow to pay dividends or distributions to us or that applicable state law and contractual restrictions will permit dividends or distributions in the future.

      Our direct and indirect subsidiaries will not guarantee the exchange notes and will have no legal obligation to make payments on the exchange notes or make funds available for those payments, whether by dividends, loans or other payments. The amended credit facility and 6⁷/8% senior subordinated notes are obligations of our subsidiary, Emmis Operating Company (for which we have guaranteed the repayment of principal and interest). This indebtedness limits or prohibits the payment of dividends or other distributions to Emmis Communications Corporation. Accordingly, we may not be able to pay interest on the exchange notes or principal when due at maturity or otherwise.

      In the event of a bankruptcy, liquidation, dissolution, reorganization or similar proceeding involving Emmis, the exchange notes will be effectively subordinated to the claims of the creditors of all of Emmis’ direct and indirect subsidiaries, including trade creditors and holders of indebtedness of those subsidiaries. Accordingly, there might only be a limited amount of assets available to satisfy your claims as a holder of the exchange notes upon an acceleration of the maturity of the exchange notes. As of February 28, 2005, after giving pro forma effect to the Transactions, the exchange notes would have been effectively subordinated to approximately $1,239.2 million of indebtedness and other liabilities of our direct and indirect subsidiaries.

These notes and our indebtedness under the amended credit facility subject us to variable interest rates, which makes us vulnerable to increases in interest rates.

      These notes and our indebtedness under the amended credit facility expose us to interest rate increases because these notes and such indebtedness are at variable rates. The interest rates under these notes and our credit facility are expected to reset at varying periods. These periodic adjustments could expose our operating results and cash flows to quarterly fluctuations. Our annual debt service obligations will increase by approximately $12 million per year for each 1% increase in the average interest rate we pay, based on the balance of variable rate debt outstanding at February 28, 2005, on a pro forma basis after giving effect to the Transactions.

      Although we do not currently have interest rate hedging arrangements and swap agreements in place, we may in the future use such arrangements and agreements to limit our exposure to interest rate volatility based upon management’s judgment. Furthermore, our amended credit facility will require us to fix or hedge at least 30% of our outstanding indebtedness after February 27, 2007 if the ratio of debt to EBITDA (as defined in the amended credit facility) exceeds 6.0 to 1.0. If we enter into these arrangements, we will incur certain risks, including that our hedging or swap transactions might not achieve the desired effect in eliminating the impact of interest rate fluctuations, or that counterparties may fail to honor their obligations under these arrangements. As a result, these arrangements may not be effective in reducing our exposure to interest rate fluctuations and this could reduce our net income, require us to modify our leverage strategy, and harm our results of operations and financial condition.

We are permitted to redeem the exchange notes under certain circumstances.

      At our option, we are permitted to redeem the exchange notes at any time on or after December 15, 2005, at the prices set forth in the Description of Notes. Additionally, at our option, prior to December 15, 2005 we are permitted to redeem up to 35% of the aggregate principal amount of the notes with the proceeds of certain equity offerings. Any such redemption may have the effect of reducing the income or return on investment that any investor may receive on an investment in the exchange notes by reducing the term of the investment. If this occurs, you may not be able to reinvest the proceeds at an interest rate comparable to the rate paid on the exchange notes. For more information regarding the terms of these optional redemptions, please see “Description of Notes — Optional Redemption.” You should assume that we will exercise these rights if it is in our interest to do so.

We may not be able to fulfill our repurchase obligations in the event of a change of control.

      If events occur that constitute a change of control for purposes of the exchange notes, the holders of the exchange notes may require us to purchase up to all of the exchange notes then outstanding. This repurchase would be at a price, in cash, equal to 101% of the aggregate principal amount plus accrued and unpaid interest. However, the terms of our amended credit facility and the indenture governing the 6⁷/8% senior subordinated notes limit our ability to make any payments to repurchase the exchange notes. In any event, we may not be able to obtain sufficient funds to make all required repurchases. For more information regarding the change of control provisions in the notes, see “Description of Notes.”

There is no established trading market for the exchange notes, and you may not be able to sell them quickly or at the price that you paid.

      The exchange notes are a new issue of securities and there is no established trading market for the exchange notes. We do not intend to apply for the exchange notes to be listed on any securities exchange or to arrange for quotation on any automated dealer quotation systems. The initial purchasers of the initial notes have advised us that they intend to make a market in the exchange notes, but are not obligated to do so. The initial purchasers of the initial notes may discontinue any market making in the exchange notes at any time, in their sole discretion. As a result, we cannot assure you as to the liquidity of any trading market for the exchange notes.

      We also cannot assure you that you will be able to sell your exchange notes at a particular time or that the prices that you receive when you sell will be favorable. We also cannot assure you as to the level of liquidity of the trading market for the exchange notes. Future trading prices of the exchange notes will depend on many factors, including:

      Historically, the market for non-investment grade debt has been subject to disruptions that have caused volatility in prices. It is possible that the market for the notes and, if issued, the exchange notes will be subject to disruptions. Any disruptions may have a negative effect on the value of the notes, regardless of our prospects and financial performance.

Risks Related to the Exchange Offer

The issuance of the exchange notes may adversely affect the market for the initial notes.

      To the extent the initial notes are tendered and accepted in the exchange offer, the trading market for the untendered and tendered but unaccepted initial notes could be adversely affected. Because we anticipate that most holders of the initial notes will elect to exchange their initial notes for exchange notes due to the absence of restrictions on the resale of exchange notes under the Securities Act, we anticipate that the liquidity of the market for any initial notes remaining after the completion of this exchange offer may be substantially limited. Please refer to the section in this prospectus entitled “The Exchange Offer — Your Failure to Participate in the Exchange Offer Will Have Adverse Consequences.”

Some persons who participate in the exchange offer must deliver a prospectus in connection with resales of the exchange notes.

      Based on interpretations of the staff of the Commission contained in Exxon Capital Holdings Corp., Commission no-action letter (April 13, 1988), Morgan Stanley & Co. Inc., Commission no-action letter (June 5, 1991) and Shearman & Sterling, Commission no-action letter (July 2, 1983), we believe that you may offer for resale, resell or otherwise transfer the exchange notes without compliance with the registration

and prospectus delivery requirements of the Securities Act. However, in some instances described in this prospectus under “Plan of Distribution,” you will remain obligated to comply with the registration and prospectus delivery requirements of the Securities Act to transfer your exchange notes. In these cases, if you transfer any exchange note without delivering a prospectus meeting the requirements of the Securities Act or without an exemption from registration of your exchange notes under the Securities Act, you may incur liability under this act. We do not and will not assume, or indemnify you against, this liability.

Your failure to participate in the exchange offer will have adverse consequences.

      The initial notes were not registered under the Securities Act or under the securities laws of any state and you may not resell them, offer them for resale or otherwise transfer them unless they are subsequently registered or resold under an exemption from the registration requirements of the Securities Act and applicable state securities laws. If you do not exchange your initial notes for exchange notes in accordance with this exchange offer, or if you do not properly tender your initial notes in this exchange offer, you will not be able to resell, offer to resell or otherwise transfer the initial notes unless they are registered under the Securities Act or unless you resell them, offer to resell or otherwise transfer them under an exemption from the registration requirements of, or in a transaction not subject to, the Securities Act. In addition, you may no longer be able to obligate us to register the initial notes under the Securities Act.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

      This prospectus includes or incorporates forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, as amended. You can identify these forward-looking statements by our use of words such as “intend,” “plan,” “may,” “will,” “project,” “estimate,” “anticipate,” “believe,” “expect,” “continue,” “potential,” “opportunity,” and similar expressions, whether in the negative or affirmative. We cannot guarantee that we actually will achieve these plans, intentions or expectations. All statements regarding our expected financial position, business and financing plans are forward-looking statements.

      Actual results or events could differ materially from the plans, intentions and expectations disclosed in the forward-looking statements we make. We have included important facts in various cautionary statements in this prospectus that we believe could cause our actual results to differ materially from the forward-looking statements that we make. These include, but are not limited to, those under the heading “Risk Factors” and the following:

      The forward-looking statements do not reflect the potential impact of any future acquisitions, mergers or dispositions. We undertake no obligation to update or revise any forward-looking statements because of new information, future events or otherwise.

THE TRANSACTIONS

The Tender Offer

      On May 16, 2005, we commenced a tender offer to purchase up to 20,250,000 shares of our Class A common stock at a price not greater than $19.75 nor less than $17.25 per share (the “Tender Offer”). The Tender Offer expired at midnight on June 13, 2005. We purchased 20,250,000 shares at $19.50 per share.

      We also announced a share repurchase program to be made effective after the completion of the Tender Offer. The share repurchase program permits us to purchase an additional number of shares of Class A common stock equal to 5% of the total outstanding shares after the Tender Offer. Whether or to what extent we choose to make such purchases will depend upon market conditions, our capital needs and the terms of our indebtedness.

Amendment of Credit Facility

      We have amended our credit facility (which consists of a revolving credit facility of up to $350 million and a term loan facility with approximately $673 million outstanding as of February 28, 2005) to modify certain covenants to permit the Transactions and to permit Emmis Operating Company, subject to specified conditions, to make distributions to us so that we can make interest payments on the notes and to permit us, subject to specified conditions, to apply a portion of the proceeds of any sales of our televisions assets to the prepayment or redemption of the notes and our other indebtedness.

USE OF PROCEEDS

      We will not receive any cash proceeds from the issuance of the exchange notes in exchange for the outstanding initial notes. We are making this exchange solely to satisfy our obligations under the registration rights agreement entered into in connection with the offering of the initial notes.

      The offering of the initial notes was part of a series of recapitalization transactions. On May 16, 2005, we commenced our Tender Offer to purchase up to 20,250,000 shares of our Class A common stock, for a price not greater than $19.75 nor less than $17.25 per share. The Tender Offer expired at midnight on June 13, 2005. We purchased 20,250,000 shares of Class A common stock at $19.50 per share in the Tender Offer. On June 13, 2005, we received interim financing from the issuance of $300 million principal amount of the interim notes and we borrowed $100 million under our revolving credit facility. In addition, we amended our credit facility (which consists of a revolving credit facility of up to $350 million and a term loan facility with approximately $673 million outstanding as of February 28, 2005) to modify certain covenants to permit the Transactions and to permit Emmis Operating Company, subject to specified conditions, to make distributions to us so that we can make interest payments on the notes offered hereby, and to permit us, subject to certain conditions, to apply a portion of the proceeds of any sales of our television assets to the prepayment or redemption of the notes and our other indebtedness.

      The interim notes were issued to the initial purchasers of the initial notes. We issued the initial notes to the initial purchases in exchange for the interim notes and $50 million in cash. We used, or will use, the proceeds from the offering of the initial notes and the issuance of the interim notes, as well as borrowings under the revolving portion of our amended credit facility, to repurchase a portion of our outstanding shares of Class A common stock, for an aggregate purchase price not to exceed $400 million, whether pursuant to our Tender Offer or in open market transactions, and to pay fees and expenses relating to these and related transactions. In addition, as a result of our decision to increase the portion of the Tender Offer that was financed with the proceeds of the initial notes offering, we used a portion of the cash we received from the initial notes offering to repay $40 million of the borrowings under our revolving credit facility that were incurred on June 13, 2005. See “The Transactions.”

      The following table summarizes the estimated sources and uses of funds for the Transactions, assuming the purchase by us of 20,250,000 shares of Class A common stock pursuant to our Tender Offer at $19.50 per share, and assuming the closing occurred on February 28, 2005.

CAPITALIZATION

      The table below sets forth our actual cash and cash equivalents, long-term debt (including current maturities) and shareholders’ equity at February 28, 2005, and as adjusted to give effect to the Transactions, assuming the purchase by us of 20,250,000 shares of Class A common stock pursuant to the Tender Offer at $19.50 per share, and assuming the closing occurred on February 28, 2005. See “Use of Proceeds” “Description of Other Indebtedness.” We may also use the proceeds from the offering of the initial notes and the issuance of the interim notes and borrowings under the revolving portion of our amended credit facility to repurchase shares of our Class A common stock in open market transactions in addition to repurchasing shares of our Class A common stock in the Tender Offer. The table below is presented and should be read in conjunction with our consolidated financial statements and related notes, included elsewhere in this prospectus.

UNAUDITED PRO FORMA FINANCIAL INFORMATION

      The following tables present our unaudited pro forma condensed consolidated financial information as of and for the fiscal year ended February 28, 2005. The unaudited pro forma balance sheet as of February 28, 2005 gives effect to the Transactions as if they had occurred on February 28, 2005. The unaudited pro forma condensed consolidated statement of operations for the fiscal year ended February 28, 2005 gives effect to the Transactions as if they had occurred as of March 1, 2004. For purposes of these pro forma calculations only, we have assumed that we will use $350 million of proceeds from the offering of the initial notes and the issuance of the interim notes and approximately $60 million of borrowings under the revolving portion of the amended credit facility to repurchase 20,250,000 shares of Class A common stock at $19.50 per share and to fund fees and expenses associated with the Transactions. We may use the proceeds from the offering of the initial notes and the issuance of the interim notes and borrowings under the revolving portion of our amended credit facility to repurchase shares of our Class A common stock in open market transactions in addition to repurchasing shares of our Class A common stock in the Tender Offer.

      Preparation of the pro forma financial information was based on assumptions deemed appropriate by our management. The pro forma information is unaudited and is not necessarily indicative of the results which actually would have occurred if the above transactions had been consummated at the beginning of the period presented, nor does it purport to represent the future financial position and results of operations for future periods. The unaudited pro forma financial information should be read in conjunction with “Use of Proceeds” and “Capitalization” in this prospectus and “Selected Financial Data,” “Management’s Discussion and Analysis of Financial Condition and Results of Operation” and our historical consolidated financial statements and the related notes in our annual report on Form 10-K for the year ended February 28, 2005, incorporated by reference in this prospectus.

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

For the Fiscal Year Ended February 28, 2005

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET

As of February 28, 2005

DESCRIPTION OF OTHER INDEBTEDNESS

      The following summary description of our other indebtedness does not purport to be complete and is qualified in its entirety by reference to the provisions of the various related agreements, certain of which are on file with the Commission and to which reference is hereby made.

Credit Facility

      Prior to the expiration of the Tender Offer, we amended our existing credit facility to modify certain covenants to permit the Transactions and to permit Emmis Operating Company, subject to specified conditions, to make distributions to us so that we can make interest payments on the notes offered hereby, and to permit us, subject to specified conditions, to apply a portion of the proceeds of any sales of our television assets to the prepayment or redemption of the notes offered hereby and our other indebtedness. The amended credit facility provides availability of up to $1,025 million in loans. The amended credit facility provides for two lending facilities, as follows:

      Borrowings under the revolving portion of the amended credit facility will be used to effect the Transactions and provide for future acquisitions and general corporate purposes. The amended credit facility provides for letters of credit to be made available to us. The aggregate amount of outstanding letters of credit and amounts borrowed under the revolving credit facility shall not exceed the revolving credit facility commitment.

      All outstanding amounts under the amended credit facility bear interest, at our option, at a rate equal to the Eurodollar Rate or an alternative base rate (as such terms are defined in the amended credit facility) plus a margin. The margin over the Eurodollar Rate or the alternative base rate under the revolving portion of the amended credit facility will vary from time to time, depending on our ratio of debt to earnings before interest, taxes, depreciation and amortization (as defined in the amended credit facility) (EBITDA). The margins over the Eurodollar Rate or the alternative base rate are 1.75% and 0.75%, respectively, for the term loan facility. Interest shall be due on a calendar quarter basis under the alternative base rate and at least every three months under the Eurodollar Rate.

      The amended credit facility requires us to enter into and maintain interest rate protection agreements after February 27, 2007 to fix or hedge at least 30% of the outstanding debt if the ratio of debt to EBITDA exceeds 6.0 to 1 at the end of any fiscal quarter.

      Amortization of the outstanding principal amount under the term loan facility is payable in quarterly installments of 0.25% of the initial balance with the remaining balance payable on November 10, 2011.

      Commencing with the fiscal year ending February 28, 2007, in addition to the scheduled amortization/reduction under the amended credit facility, after the end of each fiscal year, the amount available for borrowing under the amended credit facility will be permanently reduced by 50% of our excess cash flow (as defined in the amended credit agreement) if the ratio of debt to EBITDA exceeds 6.5 to 1. If the ratio of adjusted debt to EBITDA exceeds specified levels, up to 100% of the net proceeds from the sale of any station or publishing assets in excess of $25,000,000 must be used to permanently reduce borrowings under the amended credit facility. However, in certain circumstances, we may apply the proceeds of these sales to finance an acquisition or investment and we may apply a portion of the proceeds of these sales relating to

certain television assets to the prepayment or redemption of the notes being offered hereby and Emmis Operating Company’s 6⁷/8% senior subordinated notes.

      The amended credit facility requires us to make mandatory repayments from proceeds from the issuance of any equity or equity-like instrument (other than issuances by Emmis of equity or equity-like instruments in connection with the redemption of preferred stock and other than issuances of common stock with respect to employee stock option, stock purchase or similar plans) in an amount equal to the lesser of (i) 50% of the proceeds or (ii) an amount necessary to reduce the ratio of debt to EBITDA to 6.0 to 1; however, we may apply the proceeds which would otherwise be required to be applied toward mandatory repayments to finance acquisitions in certain circumstances.

      The amended credit facility contains various financial and operating covenants and other restrictions with which we must comply, including, among others, restrictions on additional indebtedness, incurrence of liens, engaging in businesses other than our primary business, paying cash dividends, redeeming or repurchasing our capital stock, acquisitions and asset sales. The amended credit facility provides that an event of default will occur if there is a change of control of Emmis, as defined. The payment of principal, premium and interest under the credit facility is fully and unconditionally guaranteed, jointly and severally, by us and most of our existing wholly-owned domestic subsidiaries. Substantially all of our assets, including the stock of our wholly-owned, domestic subsidiaries, are pledged to secure the amended credit facility.

Emmis Operating Company’s 6⁷/8% Senior Subordinated Notes Due 2012

      On May 10, 2004, Emmis Operating Company issued its 6⁷/8% Senior Subordinated Notes due 2012 in the principal amount of $375 million. The senior subordinated notes pay interest at the rate of 6⁷/8%. On August 5, 2004, Emmis Operating Company exchanged the $375.0 million aggregate principal amount of its 6⁷/8% senior subordinated notes for a new series of senior subordinated notes registered under the Securities Act. The terms of the exchange notes are substantially the same as the terms of the initial notes. The senior subordinated notes have no sinking fund requirement and are due in full on May 15, 2012. Interest is payable semi-annually on May 15 and November 15 of each year. Prior to May 15, 2008, we may redeem the senior subordinated notes, in whole or in part, at a price of 100% of the principal amount thereof plus the payment of a make-whole premium. After May 15, 2008, we can choose to redeem some or all of the senior subordinated notes at specified redemption prices ranging from 101.719% to 103.438% plus accrued and unpaid interest. On or after May 15, 2010, the senior subordinated notes may be redeemed at 100% plus accrued and unpaid interest. Upon a change of control (as defined), we are required to make an offer to purchase the senior subordinated notes then outstanding at a purchase price equal to 101% plus accrued and unpaid interest. The payment of principal, premium and interest on the senior subordinated notes is fully and unconditionally guaranteed, jointly and severally, by us and most of our existing wholly-owned domestic subsidiaries that guarantee our amended credit facility. The senior subordinated notes are subordinated to all secured debt of Emmis Operating Company, and will be structurally senior to the notes being offered hereby.

      The indenture governing the senior subordinated notes contains covenants limiting Emmis Operating Company’s ability, and the ability of its subsidiaries, among other things, to (1) make restricted payments, (2) incur additional indebtedness, (3) create restrictions on the payment of dividends, (4) sell assets or capital stock of subsidiaries, (5) engage in transactions with affiliates, (6) sell or issue capital stock of subsidiaries and (7) consolidate, merge or transfer assets.

Emmis Communications Corporation’s 12¹/2% Senior Discount Notes Due 2011

      On March 27, 2001, Emmis Communications Corporation issued $370 million aggregate principal amount at maturity of its 12¹/2% Senior Discount Notes due 2011. Emmis has substantially decreased the amount of outstanding senior discount notes through a tender offer which commenced on April 14, 2004. At February 28, 2005, there was $1.2 million of accreted value of senior discount notes outstanding.

Hungarian Radio Debt

      Our 59.5% owned Hungarian subsidiary, Slager Radio Rt., has certain obligations which are consolidated in our financial statements due to our majority ownership interest. However, Emmis is not a guarantor of or required to fund these obligations. As of February 28, 2005, Slager Radio had a radio broadcast license obligation to the Hungarian government of $5.7 million (in U.S. dollars), net of an unamortized discount of $1.2 million. In addition, Slager Radio is obligated to pay certain loans to its shareholders. At February 28, 2005, loans payable to the minority shareholders were (in U.S. dollars) approximately $0.7 million. The loans are due at maturity in September 2009 and bear interest at LIBOR plus 4% (6.6% at February 28, 2005). Interest payments on the loans are made quarterly.

THE EXCHANGE OFFER

Terms of the Exchange Offer

      We are offering to exchange our exchange notes for a like aggregate principal amount of our initial notes.

      The exchange notes that we propose to issue in this exchange offer will be substantially identical to our initial notes except that, unlike our initial notes, the exchange notes will have no transfer restrictions or registration rights. You should read the description of the exchange notes in the section in this prospectus entitled “Description of the Notes.”

      We reserve the right in our sole discretion to purchase or make offers for any initial notes that remain outstanding following the expiration or termination of this exchange offer and, to the extent permitted by applicable law, to purchase initial notes in the open market or privately negotiated transactions, one or more additional tender or exchange offers or otherwise. The terms and prices of these purchases or offers could differ significantly from the terms of this exchange offer.

Expiration Date; Extensions; Amendments; Termination

      This exchange offer will expire at 5:00 p.m., New York City time, on August 9, 2005, unless we extend it in our reasonable discretion. The expiration date of this exchange offer will be at least 20 business days after the commencement of the exchange offer in accordance with Rule 14e-1(a) under the Securities Exchange Act of 1934.

      We expressly reserve the right to delay acceptance of any initial notes, extend or terminate this exchange offer and not accept any initial notes that we have not previously accepted if any of the conditions described below under “— Conditions to the Exchange Offer” have not been satisfied or waived by us. We will notify the exchange agent of any extension by oral notice promptly confirmed in writing or by written notice. We will also notify the holders of the initial notes by a press release or other public announcement communicated before 9:00 a.m., New York City time, on the next business day after the previously scheduled expiration date unless applicable laws require us to do otherwise.

      We also expressly reserve the right to amend the terms of this exchange offer in any manner. If we make any material change, we will promptly disclose this change in a manner reasonably calculated to inform the holders of our initial notes of the change including providing public announcement or giving oral or written notice to these holders. A material change in the terms of this exchange offer could include a change in the timing of the exchange offer, a change in the exchange agent and other similar changes in the terms of this exchange offer. If we make any material change to this exchange offer, we will disclose this change by means of a post-effective amendment to the registration statement which includes this prospectus and will distribute an amended or supplemented prospectus to each registered holder of initial notes. In addition, we will extend this exchange offer for an additional five to ten business days as required by the Exchange Act, depending on the significance of the amendment, if the exchange offer would otherwise expire during that period. We will promptly notify the exchange agent by oral notice, promptly confirmed in writing, or written notice of any delay in acceptance, extension, termination or amendment of this exchange offer.

Procedures for Tendering Initial Notes

      To tender your initial notes in this exchange offer, you must use one of the three alternative procedures described below:

      The method of delivery of the initial notes, the letter of transmittal and all other required documents is at your election and risk. Instead of delivery by mail, we recommend that you use an overnight or hand-delivery service. If you choose the mail, we recommend that you use registered mail, properly insured, with return receipt requested. In all cases, you should allow sufficient time to assure timely delivery. You should not send any letters of transmittal or initial notes to us. You must deliver all documents to the exchange agent at its address provided below. You may also request your broker, dealer, commercial bank, trust company or nominee to tender your initial notes on your behalf.

      Only a holder of initial notes may tender initial notes in this exchange offer. A holder is any person in whose name initial notes are registered on our books or any other person who has obtained a properly completed bond power from the registered holder.

      If you are the beneficial owner of initial notes that are registered in the name of a broker, dealer, commercial bank, trust company or other nominee and you wish to tender your notes, you must contact that registered holder promptly and instruct that registered holder to tender your notes on your behalf. If you wish to tender your initial notes on your own behalf, you must, before completing and executing the letter of transmittal and delivering your initial notes, either make appropriate arrangements to register the ownership of these notes in your name or obtain a properly completed bond power from the registered holder. The transfer of registered ownership may take considerable time.

      You must have any signatures on a letter of transmittal or a notice of withdrawal guaranteed by:

If the letter of transmittal or any bond powers are signed by:

To tender your initial notes in this exchange offer, you must make the following representations:

      You must also warrant that the acceptance of any tendered initial notes by the issuers and the issuance of exchange notes in exchange therefor shall constitute performance in full by the issuers of its obligations under the registration rights agreement relating to the initial notes.

      To effectively tender notes through The Depository Trust Company, the financial institution that is a participant in The Depository Trust Company will electronically transmit its acceptance through the Automatic Tender Offer Program. The Depository Trust Company will then edit and verify the acceptance and send an agent’s message to the exchange agent for its acceptance. An agent’s message is a message transmitted by The Depository Trust Company to the exchange agent stating that The Depository Trust Company has received an express acknowledgment from the participant in The Depository Trust Company tendering the notes that this participant has received and agrees to be bound by the terms of the letter of transmittal, and that we may enforce this agreement against this participant.

      Any financial institution that is a participant in The Depository Trust Company’s systems may make book-entry deliveries of initial notes by causing The Depository Trust Company to transfer these initial notes into the exchange agent’s account at The Depository Trust Company in accordance with The Depository Trust Company’s procedures for transfer. To effectively tender notes through The Depository Trust Company, the

financial institution that is a participant in The Depository Trust Company will electronically transmit its acceptance through the Automatic Tender Offer Program. The Depository Trust Company will then edit and verify the acceptance and send an agent’s message to the exchange agent for its acceptance. An agent’s message is a message transmitted by The Depository Trust Company to the exchange agent stating that The Depository Trust Company has received an express acknowledgment from the participant in The Depository Trust Company tendering the notes that this participation has received and agrees to be bound by the terms of the letter of transmittal, and that we may enforce this agreement against this participant. The exchange agent will make a request to establish an account for the initial notes at The Depository Trust Company for purposes of the exchange offer within two business days after the date of this prospectus.

      A delivery of initial notes through a book-entry transfer into the exchange agent’s account at The Depository Trust Company will only be effective if an agent’s message or the letter of transmittal or a facsimile of the letter of transmittal with any required signature guarantees and any other required documents is transmitted to and received by the exchange agent at the address indicated below under “— Exchange Agent” on or before the expiration date unless the guaranteed delivery procedures described below are complied with. Delivery of documents to The Depository Trust Company does not constitute delivery to the exchange agent.

      If you are a registered holder of initial notes and desire to tender your notes, and (1) these notes are not immediately available, (2) time will not permit your notes or other required documents to reach the exchange agent before the expiration date or (3) the procedures for book-entry transfer cannot be completed on a timely basis and an agent’s message delivered, you may still tender in this exchange offer if:

Acceptance of Initial Notes for Exchange; Delivery of Exchange Notes

      Your tender of initial notes will constitute an agreement between you and us governed by the terms and conditions provided in this prospectus and in the related letter of transmittal.

      We will be deemed to have received your tender as of the date when your duly signed letter of transmittal accompanied by your initial notes tendered, or a timely confirmation of a book-entry transfer of these notes into the exchange agent’s account at The Depository Trust Company with an agent’s message, or a notice of guaranteed delivery from an eligible institution is received by the exchange agent.

      All questions as to the validity, form, eligibility, including time of receipt, acceptance and withdrawal of tenders will be determined by us in our sole discretion. Our determination will be final and binding.

      We reserve the absolute right to reject any and all initial notes not properly tendered or any initial notes which, if accepted, would, in our opinion or our counsel’s opinion, be unlawful. We also reserve the absolute right to waive any conditions of this exchange offer or irregularities or defects in tender as to particular notes with the exception of conditions to this exchange offer relating to the obligations of broker dealers, which we will not waive. If we waive a condition to this exchange offer, the waiver will be applied equally to all note holders. Our interpretation of the terms and conditions of this exchange offer, including the instructions in the letter of transmittal, will be final and binding on all parties. Unless waived, any defects or irregularities in connection with tenders of initial notes must be cured within such time as we shall determine. We, the exchange agent or any other person will be under no duty to give notification of defects or irregularities with respect to tenders of initial notes. We and the exchange agent or any other person will incur no liability for any failure to give notification of these defects or irregularities. Tenders of initial notes will not be deemed to have been made until such irregularities have been cured or waived. The exchange agent will return without cost to their holders any initial notes that are not properly tendered and as to which the defects or irregularities have not been cured or waived promptly following the expiration date.

      If all the conditions to the exchange offer are satisfied or waived on the expiration date, we will accept all initial notes properly tendered and will issue the exchange notes promptly thereafter. Please refer to the section of this prospectus entitled “— Conditions to the Exchange Offer” below. For purposes of this exchange offer, initial notes will be deemed to have been accepted as validly tendered for exchange when, as and if we give oral or written notice of acceptance to the exchange agent.

      We will issue the exchange notes in exchange for the initial notes tendered pursuant to a notice of guaranteed delivery by an eligible institution only against delivery to the exchange agent of the letter of transmittal, the tendered initial notes and any other required documents, or the receipt by the exchange agent of a timely confirmation of a book-entry transfer of initial notes into the exchange agent’s account at The Depository Trust Company with an agent’s message, in each case, in form satisfactory to us and the exchange agent.

      If any tendered initial notes are not accepted for any reason provided by the terms and conditions of this exchange offer or if initial notes are submitted for a greater principal amount than the holder desires to exchange, the unaccepted or non-exchanged initial notes will be returned without expense to the tendering holder, or, in the case of initial notes tendered by book-entry transfer procedures described above, will be credited to an account maintained with the book-entry transfer facility, promptly after withdrawal, rejection of tender or the expiration or termination of the exchange offer.

      By tendering into this exchange offer, you will irrevocably appoint our designees as your attorney-in-fact and proxy with full power of substitution and resubstitution to the full extent of your rights on the notes tendered. This proxy will be considered coupled with an interest in the tendered notes. This appointment will be effective only when, and to the extent that we accept your notes in this exchange offer. All prior proxies on these notes will then be revoked and you will not be entitled to give any subsequent proxy. Any proxy that you may give subsequently will not be deemed effective. Our designees will be empowered to exercise all voting and other rights of the holders as they may deem proper at any meeting of note holders or otherwise. The initial notes will be validly tendered only if we are able to exercise full voting rights on the notes, including voting at any meeting of the note holders, and full rights to consent to any action taken by the note holders.

Withdrawal of Tenders

      Except as otherwise provided in this prospectus, you may withdraw tenders of initial notes at any time before 5:00 p.m., New York City time, on the expiration date.

      For a withdrawal to be effective, you must send a written or facsimile transmission notice of withdrawal to the exchange agent before 5:00 p.m., New York City time, on the expiration date at the address provided below under “— Exchange Agent” and before acceptance of your tendered notes for exchange by us.

      Any notice of withdrawal must:

      We will determine all questions as to the validity, form and eligibility, including time of receipt, of all notices of withdrawal and our determination will be final and binding on all parties. Initial notes that are withdrawn will be deemed not to have been validly tendered for exchange in this exchange offer.

      The exchange agent will return without cost to their holders all initial notes that have been tendered for exchange and are not exchanged for any reason, promptly after withdrawal, rejection of tender or expiration or termination of this exchange offer.

      You may retender properly withdrawn initial notes in this exchange offer by following one of the procedures described under “— Procedures for Tendering Initial Notes” above at any time on or before the expiration date.

Conditions to the Exchange Offer

      We will complete this exchange offer only if:

      These conditions are for our sole benefit. We may assert any one of these conditions regardless of the circumstances giving rise to it and may also waive any one of them, in whole or in part, at any time and from time to time, if we determine in our reasonable discretion that it has not been satisfied, subject to applicable law. Notwithstanding the foregoing, all conditions to the exchange offer must be satisfied or waived before the expiration of this exchange offer. If we waive a condition to this exchange offer, the waiver will be applied equally to all note holders. We will not be deemed to have waived our rights to assert or waive these conditions if we fail at any time to exercise any of them. Each of these rights will be deemed an ongoing right which we may assert at any time and from time to time.

      If we determine that we may terminate this exchange offer because any of these conditions is not satisfied, we may:

Accounting Treatment

      We will record the exchange notes at the same carrying value as the initial notes as reflected in our accounting records on the date of the exchange. Accordingly, we will not recognize any gain or loss for accounting purposes. We will amortize the costs of the exchange offer and the unamortized expenses related to the issuance of the exchange notes over the term of the exchange notes.

Exchange Agent

      We have appointed The Bank of Nova Scotia Trust Company of New York as exchange agent for this exchange offer. You should direct all questions and requests for assistance on the procedures for tendering and all requests for additional copies of this prospectus or the letter of transmittal to the exchange agent as follows:

Fees and Expenses

      We will bear the expenses of soliciting tenders in this exchange offer, including fees and expenses of the exchange agent and trustee and accounting, legal, printing and related fees and expenses.

      We will not make any payments to brokers, dealers or other persons soliciting acceptances of this exchange offer. However, we will pay the exchange agent reasonable and customary fees for its services and will reimburse the exchange agent for its reasonable out-of-pocket expenses in connection with this exchange offer. We will also pay brokerage houses and other custodians, nominees and fiduciaries their reasonable out-of-pocket expenses for forwarding copies of the prospectus, letters of transmittal and related documents to the beneficial owners of the initial notes and for handling or forwarding tenders for exchange to their customers.

      We will pay all transfer taxes, if any, applicable to the exchange of initial notes in accordance with this exchange offer. However, tendering holders will pay the amount of any transfer taxes, whether imposed on the registered holder or any other persons, if:

      If you do not submit satisfactory evidence of the payment of any of these taxes or of any exemption from this payment with the letter of transmittal, we will bill you directly the amount of these transfer taxes.

Your Failure to Participate in the Exchange Offer Will Have Adverse Consequences

      The initial notes were not registered under the Securities Act or under the securities laws of any state and you may not resell them, offer them for resale or otherwise transfer them unless they are subsequently registered or resold under an exemption from the registration requirements of the Securities Act and applicable state securities laws. If you do not exchange your initial notes for exchange notes in accordance with this exchange offer, or if you do not properly tender your initial notes in this exchange offer, you will not be able to resell, offer to resell or otherwise transfer the initial notes unless they are registered under the Securities Act or unless you resell them, offer to resell or otherwise transfer them under an exemption from the registration requirements of, or in a transaction not subject to, the Securities Act.

      In addition, except as set forth in this paragraph, you will not be able to obligate us to register the initial notes under the Securities Act. You will not be able to require us to register your initial notes under the Securities Act unless:

in which case the registration rights agreement requires us to file a registration statement for a continuous offer in accordance with Rule 415 under the Securities Act for the benefit of the holders of the initial notes described in this sentence. We do not currently anticipate that we will register under the Securities Act any notes that remain outstanding after completion of the exchange offer.

Delivery of Prospectus

      Each broker-dealer that receives exchange notes for its own account in exchange for initial notes, where such initial notes were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such exchange notes. See “Plan of Distribution.”

DESCRIPTION OF NOTES

      You can find the definitions of certain terms used in this description under the subheading “— Certain Definitions.” Certain other capitalized terms are defined in the Indenture. All references in this section to “ECC” refer only to Emmis Communications Corporation, the issuer of the Notes and not to any of its subsidiaries.

      ECC issued the initial notes and will issue the exchange notes under an Indenture between itself and The Bank of Nova Scotia Trust Company of New York, as trustee (the “Trustee”). When we refer to the Notes in this “Description of Notes,” we mean the initial notes and the exchange notes. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”).

      The following description is a summary of the material provisions of the Indenture and the Notes. It does not restate those agreements in their entirety. We urge you to read the Indenture because it, and not this description, defines your rights as holders of these Notes. Copies of the Indenture are available as set forth below under “Where You Can Find More Information.”

      The registered holder of a Note will be treated as the owner of it for all purposes. Only registered holders will have rights under the Indenture.

Brief Description of the Notes

      These Notes:

      However, the notes are effectively subordinated to all borrowings under the senior credit facility, which is secured by substantially all of the assets of ECC and its Subsidiaries. See “Risk Factors — Risks Relating to the Notes — Emmis Communications Corporation is a holding company. Our only material source of cash is and will be distributions from our subsidiaries, and the notes are effectively subordinated to the claims of our direct and indirect subsidiaries.”

      The operations of ECC are conducted through its Subsidiaries and, therefore, ECC depends on the cash flow of its Subsidiaries to meet its obligations, including its obligations under the Notes. The Notes are effectively subordinated in right of payment to all Indebtedness and other liabilities and commitments (including trade payables and lease obligations) of ECC’s Subsidiaries, including the 6⁷/8% Notes. Any right of ECC to receive assets of any of its Subsidiaries upon any Subsidiary’s liquidation or reorganization (and the consequent right of the holders of the Notes to participate in those assets) are effectively subordinated to the claims of that Subsidiary’s creditors, except to the extent that ECC is itself recognized as a creditor of the Subsidiary, in which case the claims of ECC would still be subordinate in right of payment to any security in the assets of the Subsidiary and any Indebtedness of the Subsidiary senior to that held by ECC. As of February 28, 2005, on a pro forma basis for the transactions contemplated in this prospectus, ECC’s Subsidiaries would have had approximately $1,239.2 million of Indebtedness outstanding that is structurally senior in right of payment to the Notes. See “Risk Factors — Risks Relating to the Notes — Emmis Communications Corporation is a holding company. Our only material source of cash is and will be distributions from our subsidiaries, and the notes are effectively subordinated to the claims of our direct and indirect subsidiaries.”

      As of the date of the Indenture, all of our Subsidiaries, except for Emmis Enterprises Inc. and Subsidiaries of Emmis International Broadcasting Corporation, will be “Restricted Subsidiaries.” However, under the circumstances described below under the caption “— Certain Covenants — Designation of

Restricted and Unrestricted Subsidiaries,” we will be permitted to designate certain of our Subsidiaries as “Unrestricted Subsidiaries.” Our Unrestricted Subsidiaries will not be subject to many of the restrictive covenants in the Indenture.

Principal, Maturity and Interest

      ECC has issued $350.0 million in aggregate principal amount of initial notes and is offering to exchange the initial notes for $350.0 million in aggregate principal amount of exchange notes. ECC may issue additional notes under the Indenture from time to time. Any issuance of additional notes is subject to all of the covenants in the Indenture, including the covenant described below under the caption “— Certain Covenants — Incurrence of Indebtedness and Issuance of Preferred Stock.” The Notes and any additional notes subsequently issued under the Indenture will be treated as a single class for all purposes under the Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase. ECC has issued initial notes and will issue exchange notes in denominations of $1,000 and integral multiples of $1,000. The Notes will mature on June 15, 2012.

      Interest on the Notes will be payable quarterly in arrears on March 15, June 15, September 15 and December 15, commencing on September 15, 2005. Interest on each Note will accrue from the date it was most recently paid or, if no interest has been paid on such Note, from June 21, 2005 (the “Issue Date”). Interest on the Notes will accrue, with respect to the period from and including the Issue Date to but excluding the first interest payment date and each successive three-month period from and including each interest payment date to but excluding the next interest payment date (each, an “Interest Accrual Period”), at a rate equal to three-month LIBOR plus the Applicable Margin per annum. Interest on the Notes will be computed on the basis of a 360-day year for actual days elapsed in the Interest Accrual Period. Interest on overdue principal and interest and Liquidated Damages, if any, will accrue at a rate that is 2% higher than the then applicable interest rate on the Notes. ECC will make each interest payment to the holders of record on the immediately preceding March 1, June 1, September 1 and December 1 (each such date, a “Record Date”).

      ECC will appoint the Trustee or another financial institution (the “Calculation Agent”) to calculate the interest rate for the Notes. The Calculation Agent will determine “LIBOR” in accordance with the following provisions:

The interest rate on the Notes will in no event be higher than the maximum rate permitted by New York law as the same may be modified by United States laws of general application. For the purpose of clause (ii)

above, all percentages resulting from such calculations will be rounded, if necessary, to the nearest one thirty-second of a percentage point.

Methods of Receiving Payments on the Notes

      If a Holder of Notes has given wire transfer instructions to ECC, ECC will pay all principal, interest and premium and Liquidated Damages, if any, on that Holder’s Notes in accordance with those instructions. All other payments on the Notes will be made at the office or agency of the paying agent and registrar within the City and State of New York unless ECC elects to make interest payments by check mailed to the noteholders at their address set forth in the register of holders.

Paying Agent and Registrar for the Notes

      The Trustee will initially act as paying agent and registrar. ECC may change the paying agent or registrar without prior notice to the Holders of the Notes, and ECC or any of its Subsidiaries may act as paying agent or registrar.

Optional Redemption

      At any time prior to December 15, 2005, ECC may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes originally issued under the Indenture at a redemption price of 100% of the principal amount thereof, plus a premium equal to the interest on such Notes for one year (based on the interest rate in effect at the time ECC delivers notice of redemption), plus accrued and unpaid interest and Liquidated Damages thereon, if any, to the redemption date, with the net cash proceeds of one or more Equity Offerings; provided that

      Except pursuant to the preceding paragraph, the Notes will not be redeemable at ECC’s option prior to December 15, 2005.

      On or after December 15, 2005, ECC may redeem all or a part of these Notes upon not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest and Liquidated Damages thereon, if any, to the applicable redemption date, if redeemed during the twelve-month period beginning on December 15, of the years indicated below:

Mandatory Redemption

      ECC is not required to make mandatory redemption or sinking fund payments with respect to the Notes.

Repurchase at the Option of Holders

      If a Change of Control occurs, each Holder of Notes will have the right to require ECC to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of that Holder’s Notes pursuant to the Change of Control Offer. In the Change of Control Offer, ECC will offer a Change of Control Payment in cash equal to

101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interest and Liquidated Damages thereon, if any, to the date of purchase. Within thirty days following any Change of Control, ECC will mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on the Change of Control Payment Date specified in such notice, pursuant to the procedures required by the Indenture and described in such notice. ECC will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control.

      On the Change of Control Payment Date, ECC will, to the extent lawful:

      The paying agent will promptly mail to each Holder of Notes so tendered the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note will be in a principal amount of $1,000 or an integral multiple thereof.

      ECC will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.

      The provisions described above that require ECC to make a Change of Control Offer following a Change of Control will be applicable regardless of whether or not any other provisions of the Indenture are applicable. Except as described above with respect to a Change of Control, the Indenture does not contain provisions that permit the Holders of the Notes to require that ECC repurchase or redeem the Notes in the event of a takeover, recapitalization or similar transaction.

      ECC will not be required to make a Change of Control Offer upon a Change of Control if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in the Indenture applicable to a Change of Control Offer or an Asset Sale Offer made by ECC and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer or (2) notice of redemption has been given in accordance with the provisions of the Indenture, unless and until there is a default in payment of the applicable redemption price.

      The definition of Change of Control includes a phrase relating to the sale, lease, transfer, conveyance or other disposition of “all or substantially all” of the assets of ECC and its Restricted Subsidiaries taken as a whole. Although there is a limited body of case law interpreting the phrase “substantially all,” there is no precise established definition of the phrase under applicable law. Accordingly, the ability of a Holder of Notes to require ECC to repurchase such Notes as a result of a sale, lease, transfer, conveyance or other disposition of less than all of the assets of ECC and its Restricted Subsidiaries taken as a whole to another Person or group may be uncertain.

      ECC will not, and will not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless:

      Within 390 days after the receipt of any Net Proceeds from an Asset Sale, ECC and any Restricted Subsidiary may apply such Net Proceeds at its option:

Pending the final application of any such Net Proceeds, ECC may temporarily reduce revolving credit borrowings or other Indebtedness or otherwise invest such Net Proceeds in any manner that is not prohibited by the Indenture.

      Notwithstanding the two immediately preceding paragraphs, ECC and its Restricted Subsidiaries will be permitted to consummate an Asset Sale without complying with such paragraphs to the extent (i) at least 75% of the consideration for such Asset Sale constitutes Productive Assets, cash, Cash Equivalents and/or Marketable Securities and (ii) such Asset Sale is for fair market value (as determined in good faith by the Board of Directors and certified to in an officer’s certificate); provided that any cash consideration not constituting Productive Assets received by the Company or any of its Restricted Subsidiaries in connection with any Asset Sale permitted to be consummated under this paragraph shall be subject to the provisions of the preceding paragraph. In addition, ECC and its Restricted Subsidiaries shall not be required to comply with this covenant if ECC or any of its Restricted Subsidiaries is required to transfer any of its assets into a trust for FCC regulatory purposes, if such trust then sells or disposes of such assets or if either ECC or a Restricted Subsidiary of ECC is ordered by the FCC or a court to transfer any asset, so long as any Net Proceeds received by ECC and its Restricted Subsidiaries are applied in accordance with this covenant.

      Any Net Proceeds from Asset Sales that are not applied or invested as provided in the second preceding paragraph will constitute Excess Proceeds. When the aggregate amount of Excess Proceeds exceeds $10.0 million, ECC will make an Asset Sale Offer to all Holders of Notes and all holders of other Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in the Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets to purchase the maximum principal amount of Notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds. The offer price in any Asset Sale Offer will be equal to 100% of principal amount plus accrued and unpaid interest and Liquidated Damages thereon, if any, to the date of purchase, and will be payable in cash. If any Excess Proceeds remain after consummation of an Asset Sale Offer, ECC may use such Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and such other pari passu Indebtedness tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and such other pari passu Indebtedness to be purchased

on a pro rata basis. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero.

      ECC will comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations applicable to any Asset Sale Offer. To the extent that the provisions of any such securities laws or securities regulations conflict with the provisions of the covenant described above, ECC will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the covenant described above by virtue thereof. The Credit Agreement and the outstanding 6⁷/8% Notes contain restrictions that limit our ability to effect an Asset Sale. Any future agreements relating to Indebtedness to which we or nay of our Subsidiaries or joint ventures become a party may contain similar restrictions and provisions. Notwithstanding the foregoing, the Indenture will provide that ECC will not be required to repurchase any Notes pursuant to this covenant unless such repurchase is permitted by the terms contained in the Indebtedness of ECC.

Selection and Notice

      If less than all of the Notes are to be redeemed at any time, the Trustee will select Notes for redemption as follows:

      No Notes of $1,000 or less shall be redeemed in part. Notices of redemption shall be mailed by first class mail at least 30 but not more than 60 days before the redemption date to each Holder of Notes to be redeemed at its registered address. Notices of redemption may not be conditional.

      If any Note is to be redeemed in part only, the notice of redemption that relates to that Note shall state the portion of the principal amount thereof to be redeemed. A new Note in principal amount equal to the unredeemed portion of the original Note will be issued in the name of the Holder thereof upon cancellation of the original Note. Notes called for redemption become due on the date fixed for redemption. On and after the redemption date, interest ceases to accrue on Notes or portions of them called for redemption.

Certain Covenants

      ECC will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly:

(all such payments and other actions set forth in the foregoing clauses (1) through (4) being collectively referred to as “Restricted Payments”) unless at the time of and after giving effect to such Restricted Payment:

The preceding provisions will not prohibit:

      In determining whether any payment is permitted by the foregoing covenant, ECC may allocate or reallocate, among clauses (1) through (11) of the preceding paragraph or among such clauses and the first paragraph of this covenant, all or any portion of such payment and all or any portion of any payment previously allocated; provided that, after giving effect to such allocation or reallocation, all such payments (or allocated portions of such payments) would be permitted under the various provisions of this covenant.

      The amount of all Restricted Payments (other than cash) shall be the fair market value on the date of the Restricted Payment of the asset(s) or securities proposed to be transferred or issued by ECC or such Restricted Subsidiary, as the case may be, pursuant to the Restricted Payment. The fair market value of any

assets or securities that are required to be valued by this covenant shall be determined by the Board of Directors whose resolution with respect thereto shall be delivered to the Trustee.

      In making the computations required by this covenant:

      If ECC makes a Restricted Payment that, at the time of the making of such Restricted Payment, would in the good faith determination of ECC be permitted under the requirements of the Indenture, such Restricted Payment will be deemed to have been made in compliance with the Indenture notwithstanding any subsequent adjustments made in good faith to ECC’s financial statements for any period which adjustments affect any of the financial data used to make the calculations with respect to such Restricted Payment.

      ECC will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise, with respect to (collectively, “incur”) any Indebtedness (including Acquired Debt), and ECC will not issue any Disqualified Stock and will not permit any of its Restricted Subsidiaries to issue any shares of preferred stock; provided, however, that ECC and any Restricted Subsidiary may incur Indebtedness (including Acquired Debt), and ECC may issue Disqualified Stock, if the Leverage Ratio of ECC for the Reference Period immediately preceding the date on which such additional Indebtedness is incurred or such Disqualified Stock is issued would not have been greater than 8.0 to 1 determined on a pro forma basis (after giving pro forma effect to such incurrence or issuance and to the application of the net proceeds therefrom) and in accordance with the definition of Leverage Ratio.

      The first paragraph of this covenant will not prohibit the incurrence of any of the following items of Indebtedness (collectively, “Permitted Debt”):

      For purposes of determining compliance with this covenant, in the event that an item of proposed Indebtedness meets the criteria of more than one of the categories of Permitted Debt described in clauses (1) through (10) above, or is entitled to be incurred pursuant to the first paragraph of this covenant, ECC will be permitted to classify such item of Indebtedness on the date of its incurrence, or later reclassify all or a portion of such item of Indebtedness, in any manner that complies with this covenant. The accrual of interest, the accretion or amortization of original issue discount, the payment of interest on any Indebtedness in the form of additional Indebtedness with the same terms, the reclassification of preferred stock as Indebtedness due to a change in accounting principles, and the payment of dividends on Disqualified Stock in the form of additional shares of the same class of Disqualified Stock will not be deemed to be an incurrence of Indebtedness or an issuance of Disqualified Stock for purposes of this covenant; provided, in each such case, that the amount of any such accrual, accretion or payment is included in the Cash Interest Expense of ECC to the extent paid in cash. Notwithstanding any other provision of this covenant, the maximum amount of Indebtedness that ECC or any Restricted Subsidiary may incur pursuant to this covenant shall not be deemed to be exceeded solely as a result of fluctuations in exchange rates or currency values.

      ECC will not and will not permit any of its Restricted Subsidiaries to, create, incur, assume or otherwise cause or suffer to exist or become effective any Lien of any kind (other than Permitted Liens) securing Indebtedness upon any of their property or assets, now owned or hereafter acquired, unless all payments due under the Indenture and the Notes are secured on an equal and ratable basis with the obligations so secured until such time as such obligations are no longer secured by a Lien.

      ECC will not, and will not permit any of its Restricted Subsidiaries to, enter into any sale and leaseback transaction; provided that ECC or any Restricted Subsidiary may enter into a sale and leaseback transaction if:

      ECC will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any encumbrance or restriction on the ability of any Restricted Subsidiary to:

      However, the preceding restrictions will not apply to encumbrances or restrictions existing under or by reason of:

      ECC will not, directly or indirectly: (1) consolidate or merge with or into another Person (whether or not ECC is the surviving corporation); or (2) sell, assign, transfer, convey or otherwise dispose of all or substantially all of the properties or assets of ECC and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to another Person, unless:

      This “Merger, Consolidation or Sale of Assets” covenant will not apply to a sale, assignment, transfer, conveyance or other disposition of assets between or among ECC and any of its Wholly Owned Restricted Subsidiaries.

      Notwithstanding the foregoing, ECC may merge with an Affiliate incorporated for the purpose of reincorporating ECC in another jurisdiction and/or for the purpose of forming a holding company. In addition, for avoidance of doubt, it is understood that under no circumstances shall a sale, assignment, transfer, conveyance or other disposition, in one or a series of related transactions, of assets of ECC and its Restricted Subsidiaries that represent less than 50% of the Consolidated EBITDA of ECC for the Reference Period immediately preceding such transaction or transactions be subject to this covenant.

      ECC will not, and will not permit any of its Restricted Subsidiaries to, make any payment to, or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or make or amend any transaction, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate (each, an “Affiliate Transaction”), unless:

      The following items will not be deemed to be Affiliate Transactions and, therefore, will not be subject to the provisions of the prior paragraph:

      The Board of Directors may designate any Restricted Subsidiary to be an Unrestricted Subsidiary if that designation would not cause a Default. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, all outstanding Investments owned by ECC and its Restricted Subsidiaries in the Subsidiary so designated will be deemed to be an Investment made as of the time of such designation and will reduce the amount available for Restricted Payments under the covenant described above under the caption “— Restricted Payments” or Permitted Investments, as applicable. All such outstanding Investments will be valued at their fair market value at the time of such designation. In addition, such designation will only be permitted if such Restricted Payment or Permitted Investment would be permitted at that time and if such Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary.

      Any designation of a Subsidiary of ECC as an Unrestricted Subsidiary will be evidenced to the trustee by filing with the Trustee a certified copy of a resolution of the Board of Directors giving effect to such designation and an officers’ certificate certifying that such designation complied with the preceding conditions

and was permitted by the covenant described above under the caption “— Restricted Payments.” If, at any time, any Unrestricted Subsidiary would fail to meet the preceding requirements as an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of the Indenture and any Indebtedness of such Subsidiary will be deemed to be incurred by a Restricted Subsidiary of ECC as of such date and, if such Indebtedness is not permitted to be incurred as of such date under the covenant described under the caption “— Incurrence of Indebtedness and Issuance of Preferred Stock,” ECC will be in default of such covenant. The Board of Directors may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of ECC; provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of ECC of any outstanding Indebtedness of such Unrestricted Subsidiary, and such designation will only be permitted if (1) such Indebtedness is permitted under the covenant described under the caption “— Incurrence of Indebtedness and Issuance of Preferred Stock;” and (2) no Default or Event of Default would be in existence following such designation.

      ECC will not, and will not permit any of its Restricted Subsidiaries to, transfer, convey, sell, lease or otherwise dispose of any Equity Interests in any Wholly Owned Restricted Subsidiary of ECC to any Person (other than ECC or a Wholly Owned Restricted Subsidiary of ECC) or to issue any of its Equity Interests (other than, if necessary, shares of its Capital Stock constituting directors’ qualifying shares) to any Person other than to ECC or a Wholly Owned Restricted Subsidiary of ECC, unless:

Notwithstanding the foregoing, this covenant shall not prohibit the issuance or sale of Equity Interests of any Restricted Subsidiary in connection with (a) the formation or capitalization of a Restricted Subsidiary or (b) a single transaction or a series of substantially contemporaneous transactions whereby such Restricted Subsidiary becomes a Restricted Subsidiary of ECC by reason of acquisition of securities or assets from another Person; provided that following the consummation of any transaction or transactions contemplated by clause (a) or (b), the ownership of the Equity Interests of the relevant Restricted Subsidiary or Restricted Subsidiaries shall be as if this covenant had been complied with at all times.

      Whether or not required by the Commission, so long as any Notes are outstanding, ECC will furnish to the Holders of Notes or file electronically with the Commission through its electronic data gathering, analysis and retrieval system or any successor system, within the time periods specified in the Commission’s rules and regulations:

      If, at any time ECC is no longer subject to the periodic reporting requirements of the Exchange Act for any reason, ECC will nevertheless continue filing the reports specified in the preceding paragraphs of this covenant with the Commission within the time periods specified above unless the Commission will not accept such a filing. If, notwithstanding the foregoing, the Commission will not accept ECC’s filings for any reason,

ECC will post the reports referred to in the preceding paragraphs on its website within the time periods that would apply if ECC were required to file those reports with the Commission.

      In addition, ECC agrees that, for so long as any Notes remain outstanding, if at any time ECC is not required to file with the Commission the reports required by the preceding paragraphs, ECC will furnish to the Holders of Notes and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.

Events of Default and Remedies

      Each of the following is an Event of Default:

      In the case of an Event of Default arising from certain events of bankruptcy or insolvency, with respect to ECC, any Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately.

      Holders of the Notes may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes

notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest) if it determines that withholding notice is in their interest.

      Subject to the provisions of the Indenture relating to the duties of the Trustee, in case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any Holders of Notes unless such Holders have offered to the Trustee reasonable indemnity or security against any loss, liability or expense. Except to enforce the right to receive payment of principal, premium, if any, or interest or Liquidated Damages, if any, when due, no Holder of a Note may pursue any remedy with respect to the Indenture or the Notes unless:

      The Holders of a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest on, or the principal of, the Notes.

      ECC is required to deliver to the Trustee after the end of each fiscal year, within the time periods specified in the Commission’s rules and regulations for filing annual reports on Form 10-K, a statement regarding compliance with the Indenture. Within 30 days of becoming aware of any Default or Event of Default, ECC is required to deliver to the Trustee a statement specifying such Default or Event of Default.

No Personal Liability of Directors, Officers, Employees and Stockholders

      No director, officer, employee, incorporator or stockholder of ECC, as such, will have any liability for any obligations of ECC under the Notes or the Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes. The waiver may not be effective to waive liabilities under the federal securities laws and it is the view of the Commission that such a waiver is against public policy.

Legal Defeasance and Covenant Defeasance

      ECC may, at its option and at any time, elect to have all of its obligations discharged with respect to the outstanding Notes (“Legal Defeasance”) except for:

      In addition, ECC may, at its option and at any time, elect to have the obligations of ECC released with respect to certain covenants (including its obligation to make Change of Control Offers and Asset Sale Offers) that are described in the Indenture (“Covenant Defeasance”) and thereafter any omission to comply with those covenants will not constitute a Default or Event of Default with respect to the Notes. In the event Covenant Defeasance occurs, certain events (not including non-payment, bankruptcy, receivership, rehabilitation and insolvency events) described under “— Events of Default and Remedies” will no longer constitute an Event of Default with respect to the Notes.

      In order to exercise either Legal Defeasance or Covenant Defeasance: