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. 1)*
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)
January 7, 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 5 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 5 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
1,434,000
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NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY -0-
OWNED BY ---------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON WITH 1,434,000
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10 SHARED DISPOSITIVE POWER
-0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
1,434,000
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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)
4.7%
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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 5 PAGES
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The Schedule 13D filed on November 15, 2007 by Arnhold and S. Bleichroeder
Advisers, LLC (the "Reporting Person") with respect to the shares of Common
Stock, par value $0.01 per share (the "Shares") of Emmis Communications
Corporation (the "Issuer") is hereby amended by this Amendment No. 1. This
amendment constitutes an "exit" filing with respect to the Schedule 13D.
ITEM 4 PURPOSE OF TRANSACTION.
Item 4 of the Schedule 13D is hereby supplemented as follows:
The Reporting Person is disappointed that no actions or plans have been
announced by the Board of Directors to realize for the benefit of shareholders
the intrinsic value of the Issuer's assets. The Reporting Person continues to
believe that the Board of Directors of the Issuer should take aggressive action
to explore all options available to the Issuer to create shareholder value,
including, but not limited to, a potential going private transaction with the
Issuer's Chairman and CEO Jeffrey Smulyan, to the extent one is feasible in
light of current industry and market conditions. The Reporting Person
continuously assesses the Issuer's business, financial condition, results of
operations, general economic conditions, the securities markets in general and
investment opportunities, as well as the investment objectives and
diversification requirements of its client accounts. Depending on these various
factors, among others, 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, selling some or all of its Shares, purchasing additional
shares, or 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.
Paragraphs (a), (b), (c) and (e) of the Schedule 13D are hereby amended and
restated as follows:
(a) As of the close of business on January 8, 2008, the Reporting Person
is deemed to be the beneficial owner of 1,434,000 Shares, constituting
approximately 4.7% of the Shares outstanding. The aggregate percentage of Shares
reported herein is based upon 30,606,255 Shares outstanding, which is the total
number of Shares outstanding as of January 2, 2008 as reported in the Issuer's
Quarterly Report on Form 10-Q filed on January 9, 2008 for the period ended
November 20, 2007.
(b) By virtue of investment management agreements with its clients, the
Reporting Person has sole voting and dispositive powers over the 1,434,000
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 since the most recent filing on Schedule 13D 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.
(e) The Reporting Person ceased to be the beneficial owner of more
than 5% of the Shares on January 9, 2008.
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CUSIP NO. 291525103 SCHEDULE 13D PAGE 4 OF 5 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: January 9, 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. 291525103 SCHEDULE 13D PAGE 5 OF 5 PAGES
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SCHEDULE A
TRANSACTIONS IN THE SHARES BY THE REPORTING PERSON SINCE NOVEMBER 15, 2007
Date of Transaction Shares Purchased (Sold) Price Per Share ($)
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01/03/2008 (160,000) 3.15
01/04/2008 (100,000) 2.96
01/07/2008 (150,000) 2.67
01/08/2008 (161,400) 2.51
01/09/2008 (104,600) 2.34