On October 1, 2012, Emmis Communications Corporation, through its subsidiaries, sold Country Sampler magazine, Smart Retailer magazine, their related publications and certain real estate used in their operations to subsidiaries of DRG Holdings, LLC for $8.7 million. Net proceeds of $8.5 million were used to reduce amounts outstanding under Emmis' senior credit facility. The transaction includes customary representations, warranties and covenants.

The foregoing description of the transactions does not purport to be a complete statement of the parties' rights and obligations under the asset purchase agreement and is qualified in its entirety by reference to the asset purchase agreement, which is filed with this report as Exhibit 10.1.

The disclosure set forth under Item 1.01 above is incorporated by reference into this Item 2.02.

(c) Exhibits

EXHIBIT #       DESCRIPTION

10.1            Form of Asset Purchase Agreement, dated October 1, 2012, among
                Emmis Publishing, L.P., Country Sampler, LLC and Big Sandy Realty,
                LLC.