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EMMS > SEC Filings for EMMS > Form 8-K on 2-Aug-2012All Recent SEC Filings

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Form 8-K for EMMIS COMMUNICATIONS CORP


2-Aug-2012

Regulation FD Disclosure


ITEM 7.01.Regulation FD Disclosure.

Emmis Communications Corporation (the "Company") is a party to litigation in the United States District Court for the Southern District of Indiana (the "District Court") in which certain holders of the Company's 6.25% Series A Cumulative Convertible Preferred Stock (the "Preferred Stock") are seeking to enjoin a shareholder vote on proposed amendments to the terms of the Preferred Stock set forth in the Company's Second Amended and Restated Articles of Incorporation. As described in the Company's proxy statement dated June 29, 2012, the shareholder vote on the proposed amendments is scheduled to occur at a special meeting on August 14, 2012. At the conclusion of a preliminary injunction hearing on August 1, 2012, the Company agreed to defer any shareholder vote on the proposed amendments until after Labor Day. The Company intends to effect this agreement by convening the special shareholders' meeting on August 14, 2012 and promptly adjourning the meeting until after Labor Day. The District Court stated that its ruling on the preliminary injunction would be issued on August 31, 2012.

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," "would," "intend" 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;

• 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


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