On September 4, 2012, Emmis Communications Corporation ("Emmis" or the "Company") filed amendments (the "Amendments") to its Articles of Incorporation (the "Articles") that modify the rights of holders of the Company's 6.25% Series A Cumulative Convertible Preferred Stock (the "Preferred Stock"). The Amendments:

(1) cancel the amount of undeclared dividends in respect of the Preferred Stock that is accumulated but undeclared on or prior to the effectiveness of the Proposed Amendments;

(2) change the designation of the Preferred Stock from "Cumulative" to "Non-Cumulative" and change the rights of the holders of the Preferred Stock such that dividends or distributions on the Preferred Stock will not accumulate unless declared by the board of directors and subsequently not paid (and thereby effectively cancel associated rights to elect directors in the event of dividend arrearages);

(3) cancel the restrictions on Emmis' ability to pay dividends or make distributions on, or repurchase, its Common Stock or other junior stock prior to paying accumulated but undeclared dividends or distributions on the Preferred Stock;

(4) change the ability of the holders of the Preferred Stock to require Emmis to repurchase all of such holders' Preferred Stock upon certain going-private transactions in which an affiliate of Mr. Smulyan participates that do not constitute a change of control transaction, to cause the holders of the Preferred Stock to no longer have such ability;

(5) change the ability of the holders of the Preferred Stock to convert all of such Preferred Stock to Class A Common Stock upon a change of control at specified conversion prices to cause the holders of the Preferred Stock to no longer have such ability;

(6) change the ability of holders of the Preferred Stock to vote as a separate class on a plan of merger, share exchange, sale of assets or similar transaction to the ability to vote with the Common Stock on an as-converted basis (except as may otherwise be required by law); and

(7) change the conversion price adjustment applicable to certain merger, reclassification and other transactions to provide that the Preferred Stock converts into the right to receive property that would have been receivable had such Preferred Stock been converted into Class A Common Stock immediately prior to such transaction.

Certain Effects of the Proposed Amendments

Pursuant to the Amendments, the dividends that are accumulated but undeclared in respect of the Preferred Stock were cancelled. The Preferred Stock will no longer accumulate dividends on a periodic basis, as a result of which, the designation of the Preferred Stock was amended to "Non-Cumulative" instead of "Cumulative" to ensure that investors are not misled as to the accumulation of dividends.

In addition, holders of shares of Preferred Stock are no longer entitled to vote as a separate class on any plan of merger, sale of assets, share exchange or similar transaction and the holders of shares of Preferred Stock are no longer be entitled to require Emmis to repurchase their shares in connection with a going private transaction, if any, at the redemption value of $63.09 per share of Preferred Stock (based on a liquidation preference of $50 per share of Preferred Stock, plus accumulated but undeclared dividends in arrears of $13.09 per share of Preferred Stock as of July 15, 2012). As a result, the likelihood of success of going private transactions, if any, will increase as there will be fewer requirements to be satisfied with respect to the Preferred Stock in connection with a going private transaction. In the event a going private transaction were to take place, the aggregate redemption value that the holders of Preferred Stock would no longer be entitled to would be the difference between the redemption value of $63.09 per share of Preferred Stock and the as-converted value of the Preferred Stock on the day before the going private transaction. Additionally, with the elimination of the ability of the holders of Preferred Stock to require Emmis to repurchase all such holders' Preferred Stock upon certain going private transactions, the Preferred Stock will be classified as permanent equity, as opposed to its current classification as "mezzanine," on Emmis' financial statements.

The holders of Preferred Stock remain entitled to convert their shares of Preferred Stock into shares of Class A Common Stock at a rate of 2.44 shares of Class A Common Stock for each share of Preferred Stock at any time at the option of the holder. The 2.44 shares conversion ratio of the Preferred Stock arises from a conversion price of $20.495 per share of Preferred Stock, both of which remain unchanged as a result of the Amendments. The Amendments also did not amend the conversion price adjustment provisions in the Articles, but do require that the holders of Preferred Stock receive the same kind and amount of consideration (whether cash, stock or other property) as the holders of Class A Common Stock in certain merger, reclassification and other transactions. The consideration payable in such transactions to the holders of Preferred Stock would be calculated on an as-converted basis (based on the same conversion price of $20.495 per share of Preferred Stock and subject to the conversion price adjustments set forth in the Articles).

The Preferred Stock continue to have the $50.00 liquidation preference, which right does not exist for the Common Stock. However, as described above, the holders of the Preferred Stock are no longer be entitled to vote as a separate class on a plan of merger, share exchange, sale of assets or similar transaction and would vote with the Common Stock on an as-converted basis (except as may . . .

With the filing of the Amendments on September 4, 2012, pursuant to
Section 2.11(h) of the bylaws the terms of directors elected by holders of the Preferred Stock, David Gale and Michelle Bergman, automatically expired.

A Special Meeting of shareholders of Emmis was held on September 4, 2012, to consider and vote upon a number of proposals relating to amending the terms of the Preferred Stock. The meeting was initially scheduled for August 14, 2012, but certain holders of the Preferred Stock sought a preliminary injunction to prohibit the voting of certain Preferred Stock. At the end of the hearing on the preliminary injunction, Emmis agreed to adjourn the August 14 meeting to a date after the date the court indicated it would enter a ruling on the preliminary injunction. On Friday, August 31, 2012, the court entered an order denying the preliminary injunction both on the grounds that plaintiffs were unlikely to succeed on the merits, and that there was an adequate remedy at law. A copy of that decision is posted on the Company's website at http://www.emmis.com/press/home.aspx. Accordingly, at the shareholders' meeting on September 4, 2012, the following proposals were voted upon and adopted:

                                                                Common Stock Votes
Proposal                                                For             Against        Abstain
Cancel the amount of undeclared dividends in
respect of the Preferred Stock that is
accumulated but undeclared on or prior to the
effectiveness of the Proposed Amendments              59,202,391          662,316        24,531
Change the designation of the Preferred Stock
from "Cumulative" to "Non-Cumulative" and change
the rights of the holders of the Preferred Stock
such that dividends or distributions on the
Preferred Stock will not accumulate unless
declared by the board of directors and
subsequently not paid (and thereby effectively
cancel associated rights to elect directors in
the event of dividend arrearages)                     59,205,395          663,167        20,676
Cancel the restrictions on Emmis' ability to pay
dividends or make distributions on, or
repurchase, its Common Stock or other junior
stock prior to paying accumulated but undeclared
dividends or distributions on the Preferred
Stock                                                 59,202,088          666,373        20,777
Change the ability of the holders of the
Preferred Stock to require Emmis to repurchase
all of such holders' Preferred Stock upon
certain going-private transactions in which an
affiliate of Mr. Smulyan participates that do
not constitute a change of control transaction,
to cause the holders of the Preferred Stock to
no longer have such ability                           59,212,045          666,404        10,789
Change the ability of the holders of the
Preferred Stock to convert all of such Preferred
Stock to Class A Common Stock upon a change of
control at specified conversion prices to cause
the holders of the Preferred Stock to no longer
have such ability                                     59,209,056          670,139        10,043
Change the ability of holders of the Preferred
Stock to vote as a separate class on a plan of
merger, share exchange, sale of assets or
similar transaction to the ability to vote with
the Common Stock on an as-converted basis
(except as may otherwise be required by law);         59,178,689          690,019        20,530
Change the conversion price adjustment
applicable to certain merger, reclassification
and other transactions to provide that the
Preferred Stock converts into the right to
receive property that would have been receivable
had such Preferred Stock been converted into
Class A Common Stock immediately prior to such
transaction                                           59,166,360          695,702        27,176
Authorize the Board of Directors, in their
discretion, to amend the Articles of
Incorporation to effect, at any time until the
earlier of (i) the 2013 Annual Meeting or
(ii) June 30, 2013, a reverse stock split within
the Approved Range                                    72,561,146        2,245,054        83,736

The reverse stock split amendment has not yet been filed because it requires further action by the Emmis board of directors. If the directors fail to act before the earlier of the 2013 annual meeting or June 30, 2013, this amendment would have to be resubmitted to the shareholders for consideration.

--------------------------------------------------------------------------------
                                                                Preferred Stock Votes
Proposal                                                 For            Against         Abstain
Cancel the amount of undeclared dividends in
respect of the Preferred Stock that is
accumulated but undeclared on or prior to the
effectiveness of the Proposed Amendments               1,888,637         828,592               0
Change the designation of the Preferred Stock
from "Cumulative" to "Non-Cumulative" and change
the rights of the holders of the Preferred Stock
such that dividends or distributions on the
Preferred Stock will not accumulate unless
declared by the board of directors and
subsequently not paid (and thereby effectively
cancel associated rights to elect directors in
the event of dividend arrearages)                      1,888,637         828,592               0
Cancel the restrictions on Emmis' ability to pay
dividends or make distributions on, or
repurchase, its Common Stock or other junior
stock prior to paying accumulated but undeclared
dividends or distributions on the Preferred
Stock                                                  1,888,637         828,592               0
Change the ability of the holders of the
Preferred Stock to require Emmis to repurchase
all of such holders' Preferred Stock upon
certain going-private transactions in which an
affiliate of Mr. Smulyan participates that do
not constitute a change of control transaction,
to cause the holders of the Preferred Stock to
no longer have such ability                            1,888,637         828,592               0
Change the ability of the holders of the
Preferred Stock to convert all of such Preferred
Stock to Class A Common Stock upon a change of
control at specified conversion prices to cause
the holders of the Preferred Stock to no longer
have such ability                                      1,888,637         828,592               0
Change the ability of holders of the Preferred
Stock to vote as a separate class on a plan of
merger, share exchange, sale of assets or
similar transaction to the ability to vote with
the Common Stock on an as-converted basis
(except as may otherwise be required by law);          1,888,637         828,592               0
Change the conversion price adjustment
applicable to certain merger, reclassification
and other transactions to provide that the
Preferred Stock converts into the right to
receive property that would have been receivable
had such Preferred Stock been converted into
Class A Common Stock immediately prior to such
transaction                                            1,888,637         828,592               0

(c) Exhibits.

Exhibit                                   Description

3.1          Amended and Restated Exhibit A to the Second Amended and Restated
             Articles of Incorporation of Emmis Communications Corporation.