UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13D*
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
Under the Securities Exchange Act of 1934
(Amendment No. )*
Emmis Communications Corporation
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(Name of Issuer)
Class A Common Stock, Par Value $0.01 per share
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(Title of Class of Securities)
291525103
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(CUSIP Number)
Mark Goldstein
Arnhold and S. Bleichroeder Advisers, LLC
1345 Avenue of the Americas
New York, New York 10105
(212) 698-3101
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
November 5, 2007
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(Date of Event which Requires
Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition that is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box. [ ]
NOTE: Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See Rule 13d-7 for
other parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 7 Pages)
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* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
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CUSIP NO. 291525103 SCHEDULE 13D PAGE 2 OF 7 PAGES
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Arnhold and S. Bleichroeder Advisers, LLC
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
AF, OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7 SOLE VOTING POWER
2,110,000
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NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY -0-
OWNED BY ---------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON WITH 2,110,000
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10 SHARED DISPOSITIVE POWER
-0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
2,110,000
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
[ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.9%
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14 TYPE OF REPORTING PERSON*
IA
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* SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP NO. 291525103 SCHEDULE 13D PAGE 3 OF 7 PAGES
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ITEM 1. SECURITY AND ISSUER.
This statement on Schedule 13D relates to the Class A common stock,
$0.01 Par Value per share (the "Shares"), of Emmis Communications Corporation
(the "Issuer"). The principal executive office of the Issuer is located at One
Emmis Plaza, 40 Monument Circle, Suite 700, Indianapolis, Indiana 46204.
ITEM 2. IDENTITY AND BACKGROUND.
(a) This statement is filed by Arnhold and S. Bleichroeder Advisers,
LLC, a Delaware limited liability company and an investment adviser registered
under the Investment Advisers Act of 1940 (the "Reporting Person"). The Shares
reported herein are held by various clients in accounts under the Reporting
Person's management and control. Messrs. Jason Dahl and Jonathan Spitzer
(together, the "Portfolio Managers") are co-portfolio managers for these client
accounts and, as such, have the authority to make decisions regarding the voting
and disposition of the Shares. Mr. John P. Arnhold (the "Principal") is the
Chairman and Chief Executive Officer of the Reporting Person.
(b) The principal business address of the Reporting Person, the
Principal and the Portfolio Managers is 1345 Avenue of the Americas, New York,
New York 10105.
(c) The principal business of the Reporting Person, the Principal and
the Portfolio Managers is investing for client accounts under their management.
(d) None of the Reporting Person, the Principal or either of the
Portfolio Managers has, during the last five years, been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors).
(e) None of the Reporting Person, the Principal or either of the
Portfolio Managers has, during the last five years, been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and as
a result of such proceeding was or is subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violation with
respect to such laws.
(f) The Principal and the Portfolio Managers are citizens of the United
States of America.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The Shares reported herein were acquired at an aggregate purchase price
of approximately $16.0 million. Such Shares were acquired with investment funds
in client accounts under the Reporting Person's management and, in certain
cases, were purchased on margin.
ITEM 4 PURPOSE OF TRANSACTION.
The Reporting Person originally acquired Shares for investment
purposes in the ordinary course of business, subsequent to the announcement on
May 8, 2006 of the "going private" transaction proposed by the Issuer's Chairman
and CEO Jeffrey Smulyan. Subsequent to the withdrawal of that proposal on August
4, 2006, the Reporting Person continued to acquire Shares, based in part on the
belief that Mr. Smulyan may in the future deliver another similar proposal.
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CUSIP NO. 291525103 SCHEDULE 13D PAGE 4 OF 7 PAGES
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After reviewing disclosures made by Mr. Smulyan in an amended 13D
filing on September 18, 2006, the Reporting Person wrote a letter to the Board
of Directors on September 27, 2006, which was included in a press release that
was issued on the same date, in which it urged the Board to reconsider
negotiating a transaction with Mr. Smulyan at a price per share in the range
that he indicated in his filing he was prepared to offer, which at the time
would have represented as much as a 40% premium to the trading price of the
Shares. In this letter, the Reporting Person communicated its belief that a
transaction at such a price level would be in the best interests of the
shareholders, even if additional value could theoretically be achieved through a
liquidation or the sale of the company to a third party, scenarios that Mr.
Smulyan, the company's controlling shareholder, stated he would not support. The
Reporting Person wrote another letter to the independent directors on the Board
of the Issuer on October 25, 2007, which was also included in a press release on
that date, urging the independent directors to take proactive steps to
facilitate a transaction with Mr. Smuylan at a large premium to the current
trading price of the Shares. In this letter, the Reporting Person communicated
its interpretation of the Indiana Business Corporation Law, which the Reporting
Person believes permits the Board to enter into a transaction with Mr. Smulyan,
subject to approval by shareholders, without obligating the Board to recommend
in favor of the transaction. The press releases containing the September 27,
2006 and October 25, 2007 letters are attached hereto as Exhibit A and Exhibit
B, respectively, and are incorporated herein by reference.
Except as set forth herein, or as would occur upon completion of any of
the actions discussed herein, the Reporting Person has no present plan or
proposal that would relate to or result in any of the matters set forth in
subparagraphs (a)-(j) of Item 4 of Schedule 13D. The Reporting Person remains of
the view that a transaction with Mr. Smulyan is the optimal course of action for
the Board to pursue to create value for shareholders. Accordingly, the Reporting
Person is considering a variety of potential actions that it believes may
increase the likelihood of such a transaction taking place. The Reporting Person
intends to review its investment in the Issuer on a continuing basis and may
engage in discussions with management, including Mr. Smulyan, the Board of
Directors, other shareholders of the Issuer and other relevant parties
concerning a potential "going private" transaction, and potentially concerning
other matters with respect to the Reporting Person's investment in the Shares,
including, without limitation, the business, operations, governance, management,
strategy and future plans of the Issuer. Depending on various factors,
including, without limitation, the terms of any transaction that may be
proposed, the Issuer's financial position and strategic direction, the outcome
of any discussions referenced above, actions taken by the Board of Directors,
price levels of the Shares, other investment opportunities available to the
Reporting Person, conditions in the securities market and general economic and
industry conditions, the Reporting Person may in the future take such actions
with respect to its investment in the Issuer as it deems appropriate, including,
without limitation, purchasing additional Shares or selling some or all of its
Shares, engaging in short selling of or any hedging or similar transactions with
respect to the Shares and/or otherwise changing its intention with respect to
any and all matters referred to in Item 4 of Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE COMPANY.
(a) As of the close of business on November 14, 2007, the Reporting
Person is deemed to be the beneficial owner of 2,110,000 Shares, constituting
approximately 6.1% of the Shares outstanding. The aggregate percentage of Shares
reported herein is based upon 30,539,745 Shares outstanding, which is the total
number of Shares outstanding as of October 4, 2007 as reported in the Issuer's
Quarterly Report on Form 10-Q filed on October 9, 2007 for the period ended
August 31, 2007.
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CUSIP NO. 291525103 SCHEDULE 13D PAGE 5 OF 7 PAGES
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(b) By virtue of investment management agreements with its clients, the
Reporting Person has sole voting and dispositive powers over the 2,110,000
Shares reported herein, which powers are exercised by the Principal and the
Portfolio Managers.
(c) Information concerning transactions in the Shares effected by the
Reporting Person during the past sixty days is set forth in Schedule A hereto
and is incorporated herein by reference. All of the transactions in Shares
listed on Schedule A hereto were effected in the open market.
(d) Clients of the Reporting Person have the right to receive and the
ultimate power to direct the receipt of dividends from, or the proceeds of the
sale of, the Shares reported herein.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE COMPANY.
Except as otherwise set forth herein, the Reporting Persons do not have
any contract, arrangement, understanding or relationship with any person with
respect to the securities of the Issuer.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit A - Press release containing the Reporting Person's letter to
the Issuer dated September 27, 2006.
Exhibit B - Press release containing the Reporting Person's letter to the
Issuer dated October 25, 2007.
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CUSIP NO. 291525103 SCHEDULE 13D PAGE 6 OF 7 PAGES
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SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: November 15, 2007
ARNHOLD AND S. BLEICHROEDER ADVISERS, LLC
By: /s/ Mark Goldstein
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Name: Mark Goldstein
Title: Senior Vice President
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CUSIP NO. 197627102 SCHEDULE 13D PAGE 7 OF 7 PAGES
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SCHEDULE A
TRANSACTIONS IN THE SHARES BY THE REPORTING PERSON DURING THE PAST 60 DAYS
Date of Transaction Shares Purchased (Sold) Price Per Share ($)
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10/01/07 15,000 4.99
10/02/07 12,000 5.24
11/05/07 268,200 5.06
11/05/07 337,296 4.95
11/06/07 29,800 4.81
11/07/07 60,000 4.32