UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (date of earliest event reported): August 19, 2005
EMMIS COMMUNICATIONS CORPORATION
(Exact name of registrant as specified in its charter)
INDIANA
(State of incorporation or organization)
0-23264
(Commission file number)
35-1542018
(I.R.S. Employer
Identification No.)
ONE EMMIS PLAZA
40 MONUMENT CIRCLE
SUITE 700
INDIANAPOLIS, INDIANA 46204
(Address of principal executive offices)
(317) 266-0100
(Registrants Telephone Number,
Including Area Code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy
the filing obligation of the registrant under any of the following provisions (see General
Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
ITEM 1.01. Entry into a Material Definitive Agreement.
1. Television Station Sales Agreements. On August 19, 2005, Emmis Communications
Corporation (the Company), through its subsidiaries, entered into three definitive agreements to
sell substantially all of the assets of nine of its television stations to Gray Television Group,
Inc., Journal Broadcast Corporation and LIN Television Corporation for aggregate cash consideration
of $681 million (subject to customary adjustments and prorations). Each of the transactions
contains customary representations, warranties, covenants and allocations, and is subject to
typical closing conditions, including but not limited to approvals by the Federal Communications
Commission and the expiration or early termination of the applicable waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976.
Pursuant to the asset purchase agreement with Gray Television, the Company will sell for $186
million (subject to customary adjustments and prorations) substantially all of the assets of
WSAZ-TV (Ch. 3, NBC affiliate) in Huntington/Charleston, West Virginia.
Pursuant to the asset purchase agreement with Journal Broadcasting, the Company will sell for
$235 million (subject to customary adjustments and prorations) substantially all of the assets of
WFTX-TV (Ch. 4, Fox affiliate) in Fort Myers, Fla.; KMTV-TV (Ch. 3, CBS affiliate) in Omaha, Neb.;
and KGUN-TV (Ch. 9, ABC affiliate) in Tucson, Ariz. The agreement provides that the parties will
enter into a local marketing agreement with respect to KMTV-TV if FCC approval of the KMTV-TV sale
has not been received prior to closing on the other two stations.
Pursuant to the asset purchase agreement with LIN Television, the Company will sell for $260
million (subject to customary adjustments and prorations) substantially all of the assets of
WALA-TV (Ch. 10, Fox affiliate) and WBPG-TV (Ch. 55, WB affiliate) in Mobile, Ala./Pensacola, Fla.;
WTHI-TV (Ch. 10, CBS affiliate) in Terre Haute, Ind.; WLUK-TV (Ch. 11, Fox affiliate) in Green Bay,
Wis.; and KRQE-TV (Ch. 13, CBS affiliate) in Albuquerque, New Mexico, plus regional satellite
stations KBIM-TV and KREZ-TV.
The foregoing description of the transactions does not purport to be a complete statement of
the parties rights and obligations under the purchase agreements and is qualified in its entirety
by reference to the purchase agreements which are filed with this report as Exhibits 10.1, 10.2,
and 10.3, respectively. A copy of the press release announcing the transactions is filed with this
report as Exhibit 99.1.
2. Amendment to Employment Arrangement. On August 22, 2005, the Company executed an
amendment (the Amendment) to the Employment Agreement (the Employment Agreement) between Emmis
Operating Company (EOC) and Randall D. Bongarten (Executive), dated March 1, 2003, as amended,
and to the Change in Control Severance Agreement (the Change in Control Agreement) between the
Company and Executive, dated August 11, 2003, as amended. The Amendment provides that (i) the
Employment Agreement may be assigned to any buyer of all or any portion of the Companys television
business; (ii) the two-year post-employment non-interference covenant will survive any Change in
Control (as defined in the Change in Control Agreement) or other business combination; (iii) any
sale or series of sales of the Companys television stations that results in the Company owning
less than five stations will constitute a Change in Control; (iv) in the event of a Qualifying
Termination (as defined in the Change in Control Agreement) during the Termination Period (as
defined in the Change in Control Agreement), the Company will pay (A) the stock bonus otherwise due
pursuant to Section 6.4 of the Employment Agreement on February 28, 2006, to the extent not
previously paid, and (B) if the Qualifying Termination occurs after February 28, 2006, a pro rata
portion of the completion bonus otherwise due pursuant to Section 6.4 of the Employment Agreement
on February 28, 2009; (v) restricted stock held by the Executive will vest upon a Change in Control
and the vesting trigger for both stock options and restricted stock will include a Non-Qualifying
Transaction (as defined in the Change in Control Agreement); (vi) in the event of a Non-Qualifying
Transaction in which the buyer does not assume Executives Employment Agreement and Executive quits
without Good Reason (as defined in the Employment Agreement) to work for the buyer, Executive
will receive (A) the completion bonus under Section 6.4 of the Employment Agreement on or about
February 28, 2006 and (B) an amount determined by the Compensation Committee of not less than
$100,000, in satisfaction of Executives annual bonus for the year ending February 28, 2006; (vii)
Executive will be reimbursed for up to $100,000 (subject to gross up for applicable taxes) in
reasonable attorney fees incurred by Executive in connection with the Amendments and an
unsuccessful attempt, if any, by Executive to acquire all or a portion of the Companys television
business; and (viii) in connection with the sale of all or any portion of the television business
in which Executive becomes employed by a buyer, the Company will assign and cause the buyer to
assume the Change in Control Agreement. The foregoing description of the Amendment does not
purport to be a complete statement of the rights and obligations of the parties thereunder and is
qualified in its entirety by reference to the letter agreement which is filed with this report as
Exhibit 10.4.