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 10, 2012
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
(Registrant’s 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):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
ITEM 7.01. Regulation FD Disclosure.
On August 10, 2012, Emmis entered into a non-binding letter of intent to sell the assets of Country Sampler magazine, Smart Retailer magazine, and related publications for approximately $9 million. The operating income for these magazines in the twelve months ended May 31, 2012 was approximately $1 million. Under the terms of the letter of intent, the buyer has the exclusive right to purchase the magazines for a period of 60 days. Closing of this transaction is expected on or before September 30, 2012, and is subject to completion of due diligence, negotiation of a definitive purchase agreement, and purchaser obtaining lender approval.
Note: Certain statements included in this report which are not statements of historical fact, including but not limited to those identified with the words “expect,” “will” or “look” are intended to be, and are, by this Note, identified as “forward-looking statements,” as defined in the Securities and Exchange Act of 1934, as amended. Such statements involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of the Company to be materially different from any future result, performance or achievement expressed or implied by such forward-looking statement. Such factors include, among others:
| • | general economic and business conditions; |
| • | fluctuations in the demand for advertising and demand for different types of advertising media; |
| • | our ability to service our outstanding debt; |
| • | increased competition in our markets and the broadcasting industry; |
| • | our ability to attract and secure programming, on-air talent, writers and photographers; |
| • | inability to obtain (or to obtain timely) necessary approvals for purchase or sale transactions or to complete the transactions for other reasons generally beyond our control; |
| • | increases in the costs of programming, including on-air talent; |
| • | inability to grow through suitable acquisitions or to consummate dispositions; |
| • | changes in audience measurement systems |
| • | new or changing regulations of the Federal Communications Commission or other governmental agencies; |
| • | competition from new or different technologies; |
| • | war, terrorist acts or political instability; and |
| • | other factors mentioned in documents filed by the Company with the Securities and Exchange Commission. |
Emmis does not undertake any obligation to publicly update or revise any forward-looking statements because of new information, future events or otherwise
Signatures.
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| EMMIS COMMUNICATIONS CORPORATION | ||||||
| Date: August 16, 2012 | By: | /s/ J. Scott Enright | ||||
| J. Scott Enright, Executive Vice President, | ||||||
| General Counsel and Secretary | ||||||