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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): June 28, 2006
EMMIS COMMUNICATIONS CORPORATION
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(Exact Name of Registrant as Specified in Its Charter)
INDIANA
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(State or Other Jurisdiction of Incorporation)
0-23264 35-1542018
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(Commission File Number) (IRS Employer Identification No.)
ONE EMMIS PLAZA, 40 MONUMENT CIRCLE,
SUITE 700, INDIANAPOLIS, INDIANA 46204
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(Address of Principal Executive Offices) (Zip Code)
317-266-0100
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(Registrant's Telephone Number, Including Area Code)
NOT APPLICABLE
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(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (SEE General Instruction A.2. below):
|_| Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
Emmis Communications Corporation (the "Company") has
previously announced the receipt of a proposal (the "Proposal") by the Board
of Directors of the Company on May 8, 2006 from ECC Acquisition, Inc., an
Indiana corporation wholly-owned by Jeffrey H. Smulyan, the Chairman, Chief
Executive Officer and controlling shareholder of the Company, to acquire the
outstanding publicly held shares of Emmis for $15.25 per share in cash. The
Company has also previously announced that the Board of Directors formed a
Special Committee of independent directors (the "Special Committee") to
consider the Proposal.
On June 28, 2006, the Board of Directors determined that, as
additional compensation for serving on the Special Committee, each of the
three members of the Special Committee will receive a one-time payment of
$50,000, plus the reimbursement of reasonable fees and expenses incurred by
such members in connection with the performance of their duties as members of
the Special Committee.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this report on Form 8-K to be signed
on its behalf by the undersigned hereunto duly authorized.
EMMIS COMMUNICATIONS CORPORATION
Date: June 29, 2006 By: /s/ J. Scott Enright
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Name: J. Scott Enright
Title: Vice President, Associate General
Counsel and Secretary