SC 13D/A

                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549


                                SCHEDULE 13D
                                 (Rule 13D)
                   Under the Securities Exchange Act of 1934
                             (Amendment No. 4)


                     Emmis Communications Corporation
                              (Name of Issuer)


                6.25% Series A Cumulative Convertible Preferred Stock
                   Class A Common Stock, par value $0.01 per share
                           (Title of Class of Securities)

                                   291525202
                                   291525103
                                 (CUSIP number)

                               Steven M. Kleiman
                            Zazove Associates, LLC
                             1001 Tahoe Blvd.
                          Incline Village, NV 89451
                             (775) 886-1500
           (Name, Address and Telephone Number of Person Authorized to
                     Receive Notices and Communications)

                               December 20, 2013
            (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 which is the subject of this Schedule 13D, and is
filing this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or
240.13d-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 Section
240.13d-7 for other parties to whom copies are to be sent.

*  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 purposes of Section 18 of the Securities Exchange Act of
1934, as amended (the "Exchange Act") or otherwise subject to the
liabilities of that section of the Exchange Act but shall be subject
to all other provisions of the Exchange Act (however, see the Notes).



CUSIP No. 291525202; 29152103

  1.  Names of Reporting Persons.  Zazove Associates, LLC
  2.  Check the Appropriate Box if a Member of a Group (see instructions)
      (a) [ ]
      (b) [X]

  3.  SEC USE ONLY

  4.  Source of Funds (see instructions)  OO

  5.  Check if Disclosure of Legal Proceedings is Required Pursuant to
      Items 2(d) [ ] or 2(e) [ ]

  6.  Citizenship or Place of Organization   Delaware


                   7.  Sole voting power       Preferred 443,270
Number of                                      Common 2,161,476 (1)
shares             8.  Shared Voting Power         -0-
beneficially
owned by           9.  Sole Dispositive Power  Preferred 443,270
each                                           Common 2,161,476 (1)
reporting          10. Shared Dispositve Power     -0-
person
with

11.  Aggregate Amount Beneficially Owned by Each Reporting Person
     Preferred 443,270
     Common 2,161,476 (1)

12.  Check if the Aggregate Amount in Row (11) Excludes Certain Shares
     (see instructions) [ ]

13.  Percent of Class Represented by Amount in Row (11)
     Common 5.66% (1)
     Preferred 33.35% (2)

14.  Type of Reporting Person (see instructions)   IA


(1)  Reporting Person beneficially owns 443,270 shares of 6.25% Series
     A Cumulative Convertible Preferred Stock (the "Preferred Shares"),
     which are convertible as of the date of this Schedule 13D into
     1,081,579 shares of Class A Common Stock. The Reporting Person
     also beneficially owns 1,079,897 shares of Class A Common Stock. The
     calculation of percentage ownership of the Class A Common Stock is
     based on 37,087,493 shares of Class A Common Stock outstanding as
     reported in the Quarterly Report of the Company on Form 10Q filed
     on October 10, 2013 plus 1,081,579 shares of Class A Common stock that
     would be issued upon conversion of the Preferred Shares.


(2)  The calculation of percentage ownership of the Preferred Shares
     is based on 1,328,991 Preferred Shares outstanding as reported
     in the Quarterly Report of the Company on Form 10Q filed on October 10,
     2013.  This amount includes 400,000 Preferred shares that were
     issued by the Company to an affiliated trust as part of the
     issuer's scheme to control the vote of the Preferred Shares for
     the purpose of stripping the Preferred Shares of its rights and
     preferences (see Item 4). If the Preferred Shares issued to the
     affiliated trust were not treated as outstanding, then the
     Preferred Shares held by the Reporting Person would represent
     47.72% of the Preferred Shares.


---------------------------------------------------------------------

  1.  Names of Reporting Persons.  Zazove Associates, Inc.
  2.  Check the Appropriate Box if a Member of a Group (see instructions)
      (a) [ ]
      (b) [X]

  3.  SEC USE ONLY

  4.  Source of Funds (see instructions)  OO

  5.  Check if Disclosure of Legal Proceedings is Required Pursuant to
      Items 2(d) [ ] or 2(e) [ ]

  6.  Citizenship or Place of Organization   Illinois

                   7.  Sole voting power       Preferred 443,270
Number of                                      Common 2,161,476 (1)
shares             8.  Shared Voting Power         -0-
beneficially
owned by           9.  Sole Dispositive Power  Preferred 443,270
each                                           Common 2,161,476 (1)
reporting          10. Shared Dispositve Power     -0-
person
with

11.  Aggregate Amount Beneficially Owned by Each Reporting Person
     Preferred 443,270
     Common 2,161,476 (1)

12.  Check if the Aggregate Amount in Row (11) Excludes Certain Shares
     (see instructions) [ ]

13.  Percent of Class Represented by Amount in Row (11)
     Common 5.66% (1)
     Preferred 33.35% (2)

14.  Type of Reporting Person (see instructions)   IA


(1)  Reporting Person beneficially owns 443,270 shares of 6.25% Series
     A Cumulative Convertible Preferred Stock (the "Preferred Shares"),
     which are convertible as of the date of this Schedule 13D into
     1,081,579 shares of Class A Common Stock. The Reporting Person
     also beneficially owns 1,079,897 shares of Class A Common Stock. The
     calculation of percentage ownership of the Class A Common Stock is
     based on 37,087,493 shares of Class A Common Stock outstanding as
     reported in the Quarterly Report of the Company on Form 10Q filed
     on October 10, 2013 plus 1,081,579 shares of Class A Common stock that
     would be issued upon conversion of the Preferred Shares.


(2)  The calculation of percentage ownership of the Preferred Shares
     is based on 1,328,991 Preferred Shares outstanding as reported
     in the Quarterly Report of the Company on Form 10Q filed on October 10,
     2013.  This amount includes 400,000 Preferred shares that were
     issued by the Company to an affiliated trust as part of the
     issuer's scheme to control the vote of the Preferred Shares for
     the purpose of stripping the Preferred Shares of its rights and
     preferences (see Item 4). If the Preferred Shares issued to the
     affiliated trust were not treated as outstanding, then the
     Preferred Shares held by the Reporting Person would represent
     47.72% of the Preferred Shares.

---------------------------------------------------------------------

  1.  Names of Reporting Persons.  Gene T. Pretti
  2.  Check the Appropriate Box if a Member of a Group (see instructions)
      (a) [ ]
      (b) [X]

  3.  SEC USE ONLY

  4.  Source of Funds (see instructions)  OO

  5.  Check if Disclosure of Legal Proceedings is Required Pursuant to
      Items 2(d) [ ] or 2(e) [ ]

  6.  Citizenship or Place of Organization   United States

                   7.  Sole voting power       Preferred 443,270
Number of                                      Common 2,161,476 (1)
shares             8.  Shared Voting Power         -0-
beneficially
owned by           9.  Sole Dispositive Power  Preferred 443,270
each                                           Common 2,161,476 (1)
reporting          10. Shared Dispositve Power     -0-
person
with

11.  Aggregate Amount Beneficially Owned by Each Reporting Person
     Preferred 443,270
     Common 2,161,476 (1)

12.  Check if the Aggregate Amount in Row (11) Excludes Certain Shares
     (see instructions) [ ]

13.  Percent of Class Represented by Amount in Row (11)
     Common 5.66% (1)
     Preferred 33.35% (2)

14.  Type of Reporting Person (see instructions)   IA


(1)  Reporting Person beneficially owns 443,270 shares of 6.25% Series
     A Cumulative Convertible Preferred Stock (the "Preferred Shares"),
     which are convertible as of the date of this Schedule 13D into
     1,081,579 shares of Class A Common Stock. The Reporting Person
     also beneficially owns 1,079,897 shares of Class A Common Stock. The
     calculation of percentage ownership of the Class A Common Stock is
     based on 37,087,493 shares of Class A Common Stock outstanding as
     reported in the Quarterly Report of the Company on Form 10Q filed
     on October 10, 2013 plus 1,081,579 shares of Class A Common stock that
     would be issued upon conversion of the Preferred Shares.


(2)  The calculation of percentage ownership of the Preferred Shares
     is based on 1,328,991 Preferred Shares outstanding as reported
     in the Quarterly Report of the Company on Form 10Q filed on October 10,
     2013.  This amount includes 400,000 Preferred shares that were
     issued by the Company to an affiliated trust as part of the
     issuer's scheme to control the vote of the Preferred Shares for
     the purpose of stripping the Preferred Shares of its rights and
     preferences (see Item 4). If the Preferred Shares issued to the
     affiliated trust were not treated as outstanding, then the
     Preferred Shares held by the Reporting Person would represent
     47.72% of the Preferred Shares.


---------------------------------------------------------------------

CUSIP  291525202; 29152103


Item 1. Security and Issuer.
        This Schedule 13D relates to 6.25% Series A Cumulative
        Convertible Preferred Stock (the "Preferred Shares")
        and Class A Common Stock (the "Common Stock") of Emmis
        Communications Corporation, an Indiana corporation
        (the "Issuer" or "Emmis")

        The address of the executive offices of the Issuer is
        One Emmis Plaza, 40 Monument Circle, Suite 700,
        Indianapolis, IN 46204.


Item 2.	Identity and Background.

        (a) Name of Persons Filing
            This Schedule 13D is being filed by Zazove Associates, LLC, a
            Delaware limited liability company; Zazove Associates, Inc., an
            Illinois corporation and Gene T. Pretti (referred to collectively
            as the "Reporting Persons").

        (b) Residence or business address
            The principal address of the Reporting Persons is
            1001 Tahoe Blvd., Incline Village, NV 89451

        (c) Present Principal Occupation
            Zazove Associates, LLC, a Delaware limited liability company
            is a registered investment advisor.
            The Preferred Shares are held in accounts over which
            Zazove Associates, LLC has discretionary authority.
            Zazove Associates, Inc., an Illinois corportation
            is the managing member of Zazove Associates, LLC.  Gene T. Pretti
            is a control person of Zazove Associates, Inc. and CEO and Sr.
            Portfolio Manager of Zazove Associates, LLC.

        (d)-(e) During the past five years, none of the Reporting Persons
            have (i) been convicted in any criminal proceeding, or (ii)
            been a party to any civil proceeding commenced before a judicial
            or administrtative body of competent jurisdiction and as a
            result of such proceeding was or is now 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) Citizenship
            Zazove Associates, LLC is organized under the laws of Delaware.
            Zazove Associates, Inc. is organized under the laws of Illinois.
            Gene T. Pretti is a citizen of the United States.


Item 3. Source and Amount of Funds or Other Consideration
        Zazove Associates, LLC has discretionary authority with regard to
        accounts that expended $5,373,518 of investment capital in the
        aggregate in acquiring Preferred Shares beneficially held by the
        Reporting Persons, which Preferred Shares are convertible into Class
        A Common Stock.

        Zazove Associates, LLC has discretionary authority with regard to
        accounts that expended $2,244,224 of investment capital in the aggregate
        in acquiring Common Shares beneficially held by the Reporting Persons.

Item 4. Item 4 of the Amended Schedule 13D is hereby amended and
supplemented with the following information:

On October 15, 2012, Corre Opportunities Fund, L.P., Zazove Assocaites, LLC,
DJD Group LLLP, First Derivative Traders LP and Kevin A. Fight filed
a second amended complaint (the "Complaint") against Emmis Communications
Corporation (the "Company" or "Emmis"). A copy of the Complaint is attached
as an Exhibit to this Scedule 13D.

The Complaint seeks decarlatory relief, inujunctive relief and damages
as a restult of alleged violations of Federal securities and Indiana
law and alleged multiple breaches of terms  of the Company's Articles of
Incorporation by Emmis.  The Complaint is centered on Emmis having engaged
in an allegedly improper scheme to secure voting control of the Company's
6.25% Series A Cumulative Convertible Preferred Stock (the "Preferred
Stock") in order to eliminate substantially all of the contractual rights
and privileges of the Preferred Stock. As detailed in the Complaint, the scheme
involved Emmis gaining voting control of the Preferred Stock through sham
derivative and related party transactions in order to vote to eliminate the
rights and preferences contained in the Certificate governing the Preferred
Stock including, among other things, the right to accumulated and unpaid
dividends ($19.07 per share as of this filing date), the right to the
future accrual of dividends, the right to vote as a separate class on certain
corporate actions such as a merger transaction and the right to require Emmis
to purchase the Preferred Stock at liquidation value plus accumulated but
undeclared dividends ($69.07 per share as of this filing date) upon certain
going private transactions.

The Reporting Persons acquired beneficial ownership and continues to
beneficially hold the shares reported herein for investment purposes.
The Reporting Person may from time to time engage the issuer, its
representatives or other relevant parties in discussions relevant
to the investment in the issuer.  Depending on market conditions and
other factors that the Reporting Persons may deem material to its
investment decisions, the Reporting Persons may sell all or a portion
of its shares, or may purchase additional securities of the
Issuer, on the open market or in a private transaction. Except as set
forth in this Item 4, the Reporting Persons have no present plans or
proposals that relate to or that would result in any of the actions
specified in clauses (b) through (j) of Item 4 of Schedule 13D of the Act.


Item 5. Interest in Securities of the Issuer


(a)  Reporting Persons beneficially owns 443,270 shares of 6.25% Series
     A Cumulative Convertible Preferred Stock (the "Preferred Shares"),
     which represents 33.35% of the Preferred Shares. The
     calculation of percentage ownership of the Preferred Shares
     is based on 1,328,991 Preferred Shares outstanding as reported
     in the Quarterly Report of the Company on Form 10Q filed
     on October 10, 2013.  This amount includes 400,000 Preferred shares
     that were issued by the Company to an affiliated trust as part
     of the issuer's scheme to control the vote of the Preferred Shares
     for the purpose of stripping the Preferred Shares of its
     rights and preferences (see Item 4). If the Preferred Shares
     issued to the affiliated trust were not treated as outstanding,
     then the Preferred Shares held by the Reporting Person would
     represent 47.72% of the Preferred Shares.

     Reporting Person beneficially owns 443,270 shares of 6.25% Series
     A Cumulative Convertible Preferred Stock, which are convertible as
     of the date of this Schedule 13D into 1,081,579 shares of Class A
     Common Stock. The Reporting Person also beneficially owns 1,079,897
     shares of Class A Common Stock. The calculation of percentage
     ownership of the Class A Common Stock is based on 37,087,493 shares
     of Class A Common Stock outstanding as reported in the Quarterly
     Report of the Company on Form 10Q filed on October 10, 2013 plus
     1,081,579 shares of Class A Common stock that would be issued
     upon conversion of the Preferred Shares.

(b)  The Reporting Persons have sole voting and dispostive power
     with regard to the Class A Common Stock and Preferred Shares
     that it beneficially holds.

(c)  The Reporting Persons did not acquire any additional Preferred
     Shares during the previous 60 days from the date of this filing.

     The Reporting Persons did not acquire any additional Class A Common
     Stock during the previous 60 days from the date of this filing.

(d)  Not applicable.

(e)  Not applicable.


Item 6. Contracts, Arrangements, Understandings or Relationships
        with Respect to Securities of the Issuer

Except as set forth in the Lock Up Agreement (filed by Reporting
Persons with previously filed Schedule 13D), none of the
Reporting Persons have any contracts, arrangements,
understandings or relationships (legal or otherwise) with respect
to any securities of the Issuer.

Item 7. Materials to be Filed as Exhibits.

Complaint filed on October 15, 2012 with the United States District Court,
Southern District of Indiana.

SIGNATURE

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.


                                         December 30, 2013
                                                 Date

                                          Zazove Associates, LLC
                                          /s/ Steven M. Kleiman
                                                 Signature
                                          Steven M. Kleiman, COO
                                                 Name/Title


                                          Zazove Associates, Inc.
                                          /s/ Steven M. Kleiman
                                                 Signature
                                          Steven M. Kleiman, CFO
                                                 Name/Title

                                          /s/ Gene T. Pretti

EX-1

UNITED STATES DISTRICT COURT
SOUTHERN DISTRICT OF INDIANA
INDIANAPOLIS DIVISION

CORRE OPPORTUNITIES FUND, LP, 		)
ZAZOVE ASSOCIATES LLC, DJD GROUP 	)
LLLP, FIRST DERIVATIVE TRADERS LP, 	)
and KEVAN A. FIGHT, 				)
	)
		Plaintiffs,		)
		)
	v.	)	Case No. 1:12-
cv-0491-SEB-TAB
		)
EMMIS COMMUNICATIONS CORPORATION,	)
		)
                        Defendant.		)


SECOND AMENDED COMPLAINT
Demand for Jury Trial

      Plaintiffs Corre Opportunities Fund, LP, Zazove Associates, LLC,
DJD Group, LLLP, First Derivative Traders LP, and Kevan A. Fight
("Plaintiffs"), by and through their undersigned attorneys, allege upon
knowledge as to themselves, and upon information and belief as to all
other matters unless otherwise noted, as follows:
Nature Of Action
      1.	This is a civil action seeking declaratory relief, injunctive
relief, and damages as a result of violations of federal securities and
Indiana law, and multiple breaches of the terms of its Articles of
Incorporation, by Defendant Emmis Communications Corporation
("Emmis" or the "Company").
Jurisdiction And Venue
      2.	This Court has subject matter jurisdiction over this action
pursuant to 15 U.S.C. Sec. 78aa, 78j, 78m(e), 78n(e), and 28 U.S.C. Sec.
1331, 1367(a).
      3.	Venue is proper in this District pursuant to 15 U.S.C. Sec.
78aa and 28 U.S.C. Sec. 1391.
      4.	Declaratory relief is appropriate pursuant to 28 U.S.C. Sec.
2201.
The Parties
      5.	Emmis is a publicly-traded media company that, inter alia,
owns and operates radio stations in markets such as New York, Los
Angeles, Chicago, St. Louis, Indianapolis, Slovakia, and Bulgaria. It also
publishes several city and regional magazines, including Texas Monthly,
Los Angeles, Atlanta, Indianapolis Monthly, Cincinnati, and Orange
Coast.  Emmis's Class A Common Stock is listed on NASDAQ under the
ticker EMMS, and Emmis's Preferred Stock is listed on NASDAQ under
the ticker EMMSP.
      6.	Plaintiff Corre Opportunities Fund, L.P. is a limited
partnership organized under the laws of Delaware with its principal place
of business at 1370 Avenue of the Americas, New York, NY 10019.
Corre owns 184,951 shares of Emmis Preferred Stock.
      7.	Plaintiff Zazove Associates, LLC is a limited liability
company organized under the laws of Delaware with its principal place of
business at 1001 Tahoe Boulevard, Incline Village, Nevada 89451. Zazove
is an investment adviser that manages portfolios for 12 institutional
accounts that collectively own 491,510 shares of Emmis Preferred Stock.
The 12 accounts have assigned to Zazove their claims against Emmis.
      8.	Plaintiff DJD Group LLLP is a limited liability limited
partnership organized under the laws of Florida with its principal place of
business at 4221 West Boy Scout Boulevard, Suite 1000, Tampa, Florida
33607.  DJD owns 76,810 shares of Emmis Preferred Stock.
      9.	Plaintiff First Derivative Traders LP is a limited partnership
organized under the laws of Pennsylvania with its principal place of
business at 1319 Rutland Lande, Wynnewood, PA 19096.  First Derivative
owns 5,500 shares of Emmis Preferred Stock.
      10.	Plaintiff Kevan A. Fight is a resident of Ohio who owns or
controls 51,000 shares of Emmis Preferred Stock.
Factual Background
The History of Emmis's Preferred Stock
      11.	Jeffrey H. Smulyan is the President, Chief Executive
Officer, and Chairman of the Board of Directors of Emmis.  Mr. Smulyan
beneficially owns, directly or indirectly, 559,290 shares of Class A
Common Stock and all 4,722,684 shares of the Class B Common Stock.
Under Emmis's Articles of Incorporation, only Mr. Smulyan can own
Class B Common Stock.  Each share of Class B Common Stock carries ten
votes, as compared to one vote for each share of Class A Common Stock,
and Mr. Smulyan controls over 63% of the vote of Emmis's common
stock.  Emmis is a "Controlled Company" as defined in the NASDAQ
listing standards because more than 50% of its voting power is held by one
individual, Mr. Smulyan.
      12.	In 1999, Emmis issued 2,875,000 shares of 6.25% Series A
Cumulative Preferred Convertible Preferred Stock for $50 per share, or
approximately $144 million in aggregate proceeds.  Under the terms of the
governing Certificate of Designations (the "Certificate"), the Preferred
Stock was entitled to certain rights, privileges and protections, including
cumulative quarterly dividends at a rate of 6.25% annually.  In the event
the Company was not current with respect to the dividends, the Certificate
prohibited the repurchase of securities ranking ratably or junior to the
Preferred Stock, as well as the payment of dividends or other distributions
to junior securities. In the event dividends were not paid for six
consecutive quarters, the Certificate also provided Preferred Stockholders
the right to elect two Emmis directors.  In addition, the Certificate required
Emmis to repurchase the Preferred Stock at a price equal to $50 per share,
plus accrued and unpaid dividends, in the event Mr. Smulyan took the
Company private (the "Take Private Put Right").
      13.	After October 2008, Emmis stopped paying dividends on
the Preferred Stock. At the time this action was originally filed, April 16,
2012, the dividends in arrears totaled $26.1 million.  The aggregate value
of the Preferred Stock's Take Private Put Right was approximately $170
million.
      14.	Twice in the last decade, Emmis has been subject to take-
private efforts by Mr. Smulyan, once in 2006 and again in 2010.
      15.	In April 2010, Emmis financial advisor Moelis & Company
concluded that, if the Company were taken private - and if the holders of
Preferred Stock could be persuaded to forego their Take Private Put Right
and exchange their securities at a discount - Mr. Smulyan could reap
$38.6 million, for a total return of 429% on his existing $9 million equity
stake at the time.
      16.	On May 27, 2010, Emmis asked Preferred Stockholders to
vote to amend the Certificate in order to eliminate the Take Private Put
Right.  Under the terms of the Certificate, such an amendment would have
required a two-thirds affirmative vote of the Preferred Stockholders. Two-
thirds of the holders did not vote in favor of the proposed amendment, the
tender offer failed, and Mr. Smulyan was unable to take Emmis private.
      Emmis's Plan to Eliminate the Rights of its Preferred
Stockholders
      17.	In late September or early October 2011, Emmis undertook
efforts to control the vote of two-thirds of the Preferred Stock for the
express purpose of amending and eliminating, itself, the rights of the
Preferred Stock and Emmis's obligations under the Certificate. This effort
was undertaken by Emmis management at Mr. Smulyan's direction,
completed with the approval of Emmis's Board of Directors, and
accomplished without public disclosure of Emmis's intention until it was
effectively too late for anyone to stop it.
      18.	Emmis's effort to eliminate its obligations under the
Certificate and the rights of its Preferred Stockholders was comprised
essentially of three prongs: (1) the repurchase of shares that Emmis would
keep alive, artificially, solely for voting purposes; (2) the conduct of a
modified "Dutch Auction" tender offer without making necessary and
proper disclosures; and (3) the dumping of repurchased shares into a sham
trust controlled by Emmis.
      The Fiction of "Total Return Swap" Shares
      19.	Under the first prong of Emmis's plan, Emmis privately
solicited a target group of Preferred Stockholders and attempted to
convince them to sell their shares for approximately $15 per share.
Although Emmis first began these efforts in late September and early
October 2011, Emmis did not publicly disclose what it was doing so until
after it had substantially reacquired all the shares it could.
      20.	While some of Emmis's Preferred Stock purchases
consisted of an ordinary transfer of shares for money, which returned the
purchased shares to unissued and nonvoting status, most purchases were
assigned a different title: "Total Return Swap." Emmis used the "Total
Return Swap" transaction designation in an attempt to avoid provisions of
Indiana law that prevent a company from voting its reacquired shares.
      21.	The "Total Return Swap" acquisitions were not materially
different from the ordinary transfer of shares for money. The Preferred
Stockholder received all compensation for the shares at the time the
agreement was executed, and retained no other economic or beneficial
interest in the shares.  For its part, Emmis treated the "Total Return Swap"
shares as reacquired and retired for accounting purposes, and booked a
gain on the shares' extinguishment. Emmis retained no obligation, once it
made payment, to the selling Preferred Stockholder.
      22.	Emmis has also contended, in filings in this litigation, that
it was not obligated to file a proxy solicitation statement in connection
with its "Total Return Swap" transactions for the very reason that the
transaction gave Emmis both the sole economic and voting interest in the
reacquired shares.  As Emmis argued in its preliminary injunction brief,
"no proxy statement is required in connection with the acquisition of
voting control over shares in which the issuer holds the economic interest,
as [was] the case here." [Dkt. 48, p. 36.]
      23.	Thus, despite drafting the "Total Return Swap" agreements
to represent, at least among the parties to those agreements, that the selling
parties remained the "beneficial owners" of such shares, Emmis has since
acknowledged in multiple instances that it obtained beneficial ownership
of the shares immediately upon entering into those agreements.
      24.	The only distinction between Emmis's "Total Return
Swap" transactions and any other, ordinary reacquisition was Emmis's
purporting to retain control over when, in its sole discretion, it would
perform the administrative task of changing the name of the shares' holder
in Emmis's own records.  This lone distinction, according to Emmis, gave
Emmis's General Counsel, J. Scott Enright, the ability to enter into an
irrevocable proxy agreement with the holder.  Under the irrevocable proxy
agreement, Emmis would direct the acquired "Total Return Swap" shares'
votes.
      25.	Emmis encouraged the select group of Preferred
Stockholders whom it approached to sell sooner within a short window of
time, and at a discount from the market price. Emmis explained that once
it controlled enough shares to amend the terms and eliminate the Preferred
Stockholders' rights, then there would be no reason for it to reacquire the
remaining shares, which would then have little if any value.
      26.	Although Emmis had hoped to reacquire enough "Total
Return Swap" votes to eliminate the rights of the Preferred Stockholders,
Emmis acquired control of only, by Emmis's count, 56.8 percent of the
vote, short of the two-thirds threshold needed to amend the Certificate.
      27.	If Emmis had managed to cross the two-thirds threshold
through these privately solicited "Total Return Swaps," the first time the
remaining holders would have learned of Emmis's intention to eliminate
their rights would have been in a public filing (a) setting forth Emmis's
planned amendments to the Certificate and (b) announcing that the
amendments would be approved because Emmis already controlled two-
thirds of the vote.
      Emmis's Modified Dutch Auction
      28.	When its private solicitations of Preferred Stockholders
failed to accomplish its goal, Emmis turned to a public, modified "Dutch
Auction" tender offer.
      29.	A modified "Dutch Auction" tender offer allows
shareholders to indicate how many shares and at what price they wish to
tender their shares within the listed range, and the issuer in turn to
determine the lowest price per share that will enable it to purchase the
desired number of shares based on the number of shares of Preferred Stock
tendered and the prices specified by the tendering shareholders.
      30.	Through the "Dutch Auction," Emmis intended to reacquire
and retire Preferred Stock outright, thereby lowering the number of shares
which Emmis would need to control in order to eliminate its obligations
under the Certificate and the rights of the remaining Preferred
Stockholders.
      31.	 On November 30, 2011, Emmis issued a press release
announcing a modified "Dutch Auction" tender offer to purchase
Preferred Stock at a price per share not less than $12.50 and not greater
than $15.56, representing a purchase price between 20 cents and 26 cents
on the dollar.  Emmis's tender offer was not for all of the remaining
Preferred Stock outstanding, but only for $6,000,000 in value (14.8% to
18.4% of the outstanding Preferred Stock as stated in the tender offer
document), which when divided by the high end of the tender offer range,
$15.56, eliminated just enough shares to render Emmis's "Total Return
Swaps" 66.673% of the total outstanding.
      32.	 On December 1, 2011, Emmis filed a tender offer
statement on Schedule TO-I for its modified "Dutch Auction" tender offer
and subsequently filed amendments to its Schedule TO-I on December 2,
2011, December 12, 2011, December 14, 2011, January 2, 2012, and
January 5, 2012.
      33.	Schedule TO-I for issuer tender offers has explicit "line
item" disclosure requirements, such that an issuer must affirmatively
disclose any intentions or plans that it has to engage in one or more of an
enumerated list of actions or transactions, including changing the rights of
securities holders.
      34.	Emmis's Schedule TO-I filings failed to disclose the
Company's plan to acquire the voting power of two-thirds of the Preferred
Stock and eliminate the rights of the remaining Preferred Stockholders.
Instead, Emmis's Schedule TO-I filings merely stated that if it obtained
voting control for two-thirds of the outstanding Preferred Stock it "may"
elect to amend provisions applicable to the Preferred Stock.
      35.	Despite hedging in its Schedule TO-I filings, Emmis had
already definitively planned to eliminate the rights of its Preferred
Stockholders.  That plan was openly discussed in Emmis's board
meetings, and also disclosed to one of Emmis's lenders, in connection
with a bank debt amendment Emmis signed on November 11, 2011.
      36.	In its Schedule TO-I filings, Emmis affirmatively stated
that "we currently have no plans, proposals, or negotiations that relate to
or would result in . . . any purchase, sale or transfer of an amount of our
assets or any of our subsidiaries' assets which is material to us and our
subsidiaries, taken as a whole; any material change in our present dividend
rate or policy, our indebtedness or capitalization; . . . [or] any material
change in our corporate structure or business."
      37.	Just prior to and during Emmis's Dutch Auction, however,
Emmis was embarking on a program to deleverage itself by pursuing the
disposition of broadcasting assets, contrary to its TO-I representations.
One such effort eventually produced a local marketing agreement with a
Disney subsidiary, New York AM Radio, LLC, resulting in an $80 million
payment to Emmis; another such effort produced the sale of station
KMVN-FM in Los Angeles to Grupo Radio Centro, S.A.B. de CV for
$85.5 million.
      38.	Emmis did not disclose its plans, proposals, or negotiations
before or during the Dutch Auction tender offer because, as Mr. Smulyan
observed at the time, it would be "[m]uch less expensive" to eliminate the
rights of the Preferred Stockholders before announcing any significant
transaction than later, "after the leverage is down."  Emmis's financial
advisor, John Momtazee of Moelis, concurred, stating, "They will not sell
to us for a low price after the leverage is down.  I promise that.  There is
no reason."
      39.	Emmis's Schedule TO-I filings also failed to disclose that,
in the event the Dutch Auction did not produce Emmis's desired result,
Emmis intended to reissue shares it had repurchased to parties willing to
provide Emmis control of those shares' voting rights. Emmis would take
that next step only a few weeks later.
      40.	During the pendency of Emmis's Dutch Auction tender
offer, and in the time period since, plaintiffs Zazove and Corre purchased
Emmis Preferred Stock in the open market.  Some of these purchases
occurred at the same time Emmis was purchasing Preferred Stock while
having material, non-public information, including information on the
completion of terms for the Grupo Radio Centro transaction.
      41.	Investors, including Plaintiffs, traded in Preferred Stock
during the pendency of Emmis's Dutch Auction tender offer based on
Emmis's representations, including its false representation that there were
"no plans, proposals, or negotiations that relate to or would result in . . .
any purchase, sale or transfer of an amount of our assets or any of our
subsidiaries' assets which is material to us and our subsidiaries, taken as a
whole; any material change in our present dividend rate or policy, our
indebtedness or capitalization; . . . [or] any material change in our
corporate structure or business."
      42.	On January 5, 2012, Emmis announced that it had acquired
through the Dutch Auction tender offer, and subsequently retired, 164,400
shares of Preferred Stock.
      43.	On January 12, 2012, Emmis held an earnings call.  During
the call, an investor noted the Company's recent purchases of Preferred
Stock and specifically asked Mr. Smulyan what the "long-term plan" was
in respect of such purchases.  Mr. Smulyan did not disclose Emmis's plan
to acquire the voting power of two-thirds of the Preferred Stock and
eliminate the rights of the remaining Preferred Stockholders.  Instead, Mr.
Smulyan falsely stated that he and the Company were merely "exploring
our options."


Emmis's Issuance of Shares to a Sham Trust
      44.	Emmis's private solicitations of Preferred Stockholders,
and its modified "Dutch Auction," still left the Company short of its goal
of controlling the vote of two-thirds of the issued Preferred Stock.  But, on
January 30, 2012, Emmis announced that it had entered into purchase
agreements to reacquire another 25,700 shares of Preferred Stock and that,
after retiring these 25,700 shares, Emmis would have control of the voting
for 61.3% of the remaining outstanding Preferred Stock.  Emmis
repurchased these shares at $21.50 per share, a 38% premium to the tender
offer price, and noted the shares had been cancelled and retired.
      45.	At that point, Emmis turned to part three of its plan to
eliminate the rights of the Preferred Stockholders: issuing shares in its
treasury to a third party who would agree to assign Emmis control over the
shares' voting rights.  Emmis announced its intention to do so in its
January 30, 2012 Form 8-K.
      46.	Emmis, however, ran into a roadblock. It failed to find any
third party willing to partner with Emmis and allow Emmis to complete its
plan.
      47.	Emmis then turned to a different option: creating an
"employee retention plan" that it could control, and into which it could
dump enough shares to give it control over two-thirds of the outstanding
Preferred Stock. Emmis referred to this trust as its "2012 Retention Plan
Trust."
      48.	On March 13, 2012 - even before the 2012 Retention Plan
Trust (the "Trust") had been submitted for approval by Emmis
shareholders - Emmis announced its intention to conduct a vote that
would eliminate its obligations under the Certificate, and strip the rights of
the Preferred Stockholders, by using shares provided to the Trust.  Prior to
this March 13, 2012 announcement, Emmis had given no indication that it
intended to create its own trust to accomplish what it could not convince
an independent third party to do.
      49.	The "primary purpose" of the Trust was to serve as a
vehicle for Emmis to vote away the rights of Emmis's remaining Preferred
Stockholders. Shareholder approval of the Trust was a foregone
conclusion because Mr. Smulyan himself possessed enough voting power
to pass Emmis's proposal for the Trust's creation.
      50.	At the time the Trust was created, Emmis already had
several employee benefit plans, including a 2010 Equity Compensation
Plan with 2.2 million shares of Emmis common stock available for grant
to Emmis's employees.
      51.	When asked to approve creation of the Trust, Emmis's
Board of Directors received no direct advice from Emmis's personnel
department about its merits, conducted no due diligence regarding plans
adopted by similarly situated companies, conducted no cost analysis
regarding the Trust, and requested no fairness opinion regarding the
issuance of securities to fund the Trust.
      52.	The Trust, with Smulyan named its Trustee, was approved
by shareholder vote on April 2, 2012.
      53.	Emmis then contributed 400,000 shares of Preferred Stock,
in return for a voting agreement allowing the company to direct the vote of
the Trust's shares.
Emmis's Vote to Eliminate the Rights of the Preferred Stock
      54.	On September 4, 2012, after delay caused by this litigation,
Emmis held a shareholder vote that, when accounting for the Preferred
Stock controlled by Emmis, had the effect of amending the rights of the
Preferred Stockholders.
      55.	Those amendments, according to Emmis's public filing:
a.	"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;

b.	"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);

c.	"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;

d.	"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 transactions, to cause the holders of the
Preferred Stock to no longer have such ability;

e.	"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;

f.	"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

g.	"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."

      56.	With the filing of the amendments on September 4, 2012,
the independent directors elected by the Preferred Stockholders - David
Gale and Michelle Bergman - were removed from Emmis's Board of
Directors.
      57.	In the Form 8-K Emmis filed to disclose the vote, Emmis
also announced that the enactment of the Proposed Amendments meant
that "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."
      58.	On September 19, 2012, Emmis performed the
administrative task of stating, in its own records, that its "Total Return
Swap" shares were no longer held by the selling parties, and that those
shares had returned to "authorized but unissued" status, leaving 1,337,641
shares of Preferred Stock outstanding.
The Monetary Harm Caused by Emmis's Actions
      59.	As a result of the enactment of the amendments to the
terms of the Preferred Stock, holders of the Preferred Stock are now left
with few material rights other than the ability to convert their once
valuable holdings of Preferred Stock into significantly less valuable Class
A Common Stock.
      60.	The price of the Preferred Stock traded on NASDAQ has
plummeted. Before Emmis first announced its scheme to strip the rights of
the Preferred Stock on March 13, 2012, the Preferred Stock was trading at
over $21 per share. Since the amendments were enacted, the Preferred
Stock has traded at a price range of approximately $8.36 to $9.34 per
share.
      61.	The market for the Preferred Stock has been illiquid for
several years. Accordingly, the drop in trading price of approximately $12
reflected by NASDAQ trading does not account for the full value lost by
the Plaintiffs and other holders of the Preferred Stock. For example, this
drop in trading price does not account for the full value of the accrued but
unpaid dividends as of September 1, 2012 (which themselves amounted to
over $12 per share), the right to a continuing cumulative dividend, and the
Take Private Put Right of $50 per share.
COUNT I
(Violation of 15 U.S.C. Sec. 78m(e) and 17 C.F.R. Sec.
240.13e-3, 240.13e-4, 240.13e-100, and 240.14d-100)
      62.	Plaintiffs repeat and reallege each and every previous
allegation as if fully set forth herein.
      63.	Section 13(e) of the Exchange Act, 15 U.S.C. Sec. 78m(e),
and the rules and regulations promulgated thereunder, govern the filings
and disclosures required when an issuer makes tender offers for its own
securities.  Under 17 C.F.R. Sec.  240.13e-4 and 240.14d-100, an issuer is
required to file certain documents with the SEC, make mandatory
disclosures, including disclosures of the intended purpose and effect of its
tender offer, and conduct any tender offer in accordance with the
provisions of the Exchange Act.
      64.	On December 1, 2011, Emmis filed a Schedule TO-I for its
modified "Dutch Auction" tender offer and subsequently filed
amendments to its Schedule TO-I on December 2, 2011, December 12,
2011, December 14, 2011, January 2, 2012, and January 5, 2012.
      65.	Schedule TO-I for tender offers has explicit "line item"
disclosure requirements, such that an issuer must disclose any intentions
or plans that it has to engage in one or more of an enumerated list of
actions or transactions, including changing the rights of securities holders.
      66.	Emmis's Schedule TO-I filings stated that "we currently
have no plans, proposals, or negotiations that relate to or would result in . .
.. any purchase, sale or transfer of an amount of our assets or any of our
subsidiaries' assets which is material to us and our subsidiaries, taken as a
whole; any material change in our present dividend rate or policy, our
indebtedness or capitalization; . . . [or] any material change in our
corporate structure or business." Just prior to and during Emmis's Dutch
Auction, Emmis was laying the groundwork for two significant
transactions, such that this statement was false.
      67.	Emmis's decision not to disclose its "plans, proposals, or
negotiations" was intended to conceal from Preferred Stockholders
positive and encouraging information regarding the Company's plans and
prospects - information indicating that the value of their shares was
greater than the price being offered by Emmis.
      68.	Emmis's failure to disclose all information that was
required to be disclosed to investors in connection with its modified
"Dutch Auction" tender offer was at least negligent, if not reckless or
deliberate, and was an essential link to Emmis's scheme to acquire the
voting power of two-thirds of the Preferred Stock, and eliminate its
obligations under the Certificate and rights of the remaining Preferred
Stockholders.
      69.	Had Emmis's Schedule TO-I filings made full and accurate
disclosures, Emmis would not have been able to acquire through the
tender offer the shares of Preferred Stock that it did at the prices that it
would not have accumulated the voting power of the Preferred Stock that
did, it purported to acquire, would not have been in a position to strip, or
even threaten to strip, Plaintiffs and the other remaining Preferred Stock-
holders of the rights and privileges accorded to their Preferred Stock, and
would not have been in a position to harm, or even threaten to harm, the value
of the Preferred Stock of Plaintiffs and the other remaining Preferred
Stockholders.
      70.	Emmis's Schedule TO-I filings contained
misrepresentations and omissions of material fact in violation of Section
13(e) of the Exchange Act and Exchange Act Rules 13e-4 and 14d-100.
      71.	Plaintiffs are entitled to declaratory relief that Emmis
violated  Section 13(e) of the Exchange Act and Exchange Act Rules 13e-
4 and 14d-100 by offering to acquire and obtaining Preferred Stock based
on false and misleading Schedule TO-I filings.
      72.	Plaintiffs are entitled to injunctive relief preventing Emmis
and its agents from any further voting of the Preferred Stock over which
Emmis illegally obtained control.
      73.	Plaintiffs are entitled to money damages to compensate
them for their lost rights and value in the Preferred Stock.
COUNT II
(Violation of 15 U.S.C. Sec. 78n(e) and 17 C.F.R. Sec. 240.14e-1, 240.14e-3,
and 240.14e-5)
      74.	Plaintiffs repeat and reallege each and every previous
allegation as if fully set forth herein.
      75.	Section 14(e) of the Exchange Act, 15 U.S.C. Sec. 78n(e), and
the rules and regulations promulgated thereunder, govern all tender offers
and prohibit untrue statements of material fact and omissions in
connection with tender offers.  Moreover, 17 C.F.R. Sec. 240.14e-1,
240.14e-3, 240.14e-4, and 240.14e-5, prohibit unlawful tender offer
practices, tender offer transactions on the basis of material, nonpublic
information, and purchases by covered persons outside of formal tender
offers.
      76.	Emmis's Schedule TO-I filings contained
misrepresentations and omissions of material fact in violation of Section
14(e) of the Exchange Act and Exchange Act Rules 14e-1, 14e-3, 14e-4,
and 14e-5.
      77.	Plaintiffs are entitled to declaratory relief that Emmis
violated Section 14(e) of the Exchange Act and Exchange Act Rules 14e-
1, 14e-3, 14e-4, and 14e-5 by offering to acquire and obtaining Preferred
Stock based on false and misleading Schedule TO-I filings.
      78.	Plaintiffs are entitled to injunctive relief preventing Emmis
and its agents from any further voting of the Preferred Stock over which
Emmis illegally obtained control.
      79.	Plaintiffs are entitled to money damages to compensate
them for their lost rights and value in the Preferred Stock.
COUNT III
(Violation of 15 U.S.C. Sec. 78j and 17 C.F.R. Sec. 240.10b-5)
      80.	Plaintiffs repeat and reallege each and every previous
allegation as if fully set forth herein.
      81.	Section 10(b) of the Exchange Act, 15 U.S.C. Sec. 78j, and 17
C.F.R. Sec. 240.10b-5 make it unlawful to "employ any device, scheme, or
artifice to defraud" or "make any untrue statement of a material fact or to
omit to state a material fact necessary in order to make the statements
made, in light of the circumstances under which they were made, not
misleading" in connection with the purchases or sales of securities.
      82.	As discussed above, Emmis's public filings contained
material misrepresentations and omissions of material fact.  As a result,
Emmis traded on material non-public information that was not available to
Preferred Stockholders, including Plaintiffs.
      83.	Plaintiffs are entitled to declaratory relief that Emmis
violated Section 10(b) of the Exchange Act and Exchange Act Rule 10b-5
by committing manipulative acts and making false statements and
omissions of material fact in furtherance of such acts.
      84.	Plaintiffs are entitled to injunctive relief preventing Emmis
and its agents from any further violations of Section 10(b) of the Exchange
Act and Exchange Act Rule 10-b5, and any further voting of the Preferred
Stock over which Emmis illegally obtained control.
      85.	Plaintiffs and other investors in Preferred Stock have been
injured by Emmis's manipulative acts and false statements and omissions
of material fact in furtherance of such acts.
      86.	Plaintiffs are entitled to money damages to compensate
them for their lost rights and value in the Preferred Stock.


COUNT IV
(Violations of Indiana Law - "Total Return Swap"
Agreements and Related Voting Arrangements)

      87.	Plaintiffs repeat and reallege each and every previous
allegation as if fully set forth herein.
      88.	Under Emmis's "Total Return Swap" agreements, certain
Preferred Stockholders relinquished to Emmis all incidents of beneficial
ownership of the Preferred Stock they previously owned.
      89.	Under the related voting arrangements, the Preferred
Stockholders that entered the "Total Return Swap" transactions
relinquished to Emmis all rights to exercise discretion in voting the
Preferred Stock.
      90.	The shares of Preferred Stock that were subject to the
"Total Return Swap" agreements, to the extent they still existed, were
reacquired by Emmis and belonged to Emmis at the time those agreements
were entered.
      91.	Emmis has conceded for public accounting purposes that
the Preferred Stock subject to the "Total Return Swap" agreements was
"extinguished," such that Emmis recorded a gain on its acquisition of the
Preferred Stock.
      92.	Once the vote Emmis sought to accomplish was completed,
Emmis simply moved the shares from "issued" status to "authorized but
unissued" status. No further act was necessary on the part of the selling
Preferred Stockholder to accomplish that change in designation.
      93.	The selling Preferred Stockholders under the "Total Return
Swap" agreements had conveyed to Emmis, at the time they entered the
agreements, the right to control when nominal title to the Preferred Stock
was changed to Emmis, such that Emmis unilaterally could have changed
the nominal title holder designation to Emmis immediately after the
agreements were entered.
      94.	Under Indiana law, the Preferred Stock that was reacquired
and extinguished by Emmis no longer could be legally voted, by anyone,
because those shares returned to unissued status.
      95.	Indiana law and policy do not permit an Indiana
corporation to reacquire complete beneficial ownership of its own capital
stock while preserving the nominal exercise of voting rights by the selling
stockholders, especially where the vote-holder has a negative economic
interest in the share voted.  More particularly, Indiana law and policy do
not permit such a scheme when its purpose it to facilitate self-dealing and
self-perpetuation by the corporation's management, to the detriment of
stockholders.
      96.	The "Total Return Swap" agreements and related voting
arrangements were unauthorized, illegal, and against the public policy of
the State of Indiana.
      97.	The "Total Return Swap" agreements and related voting
arrangements were unenforceable and void.
      98.	The "Total Return Swap" agreements and related voting
arrangements were created and entered into by Emmis for the purpose of
increasing the number of shares of Preferred Stock that Emmis would
purport to control in connection with proposed amendments to the Emmis
Articles of Incorporation to strip all the rights and privileges of the
remaining Preferred Stockholders, including the right to accrued and
unpaid dividends, the right to all future dividends, the right to a liquidation
preference, and the Take Private Put Right.
      99.	The "Total Return Swap" agreements and related voting
arrangements were and are a sham, device and artifice designed to strip all
rights and privileges of any value to the Preferred Stockholders.
      100.	Plaintiffs are entitled to declaratory relief that the "Total
Return Swap" agreements and related voting arrangements violated
Indiana law, and were void and unenforceable.
      101.	Plaintiffs are entitled to declaratory relief that the shares of
Preferred Stock subject to the "Total Return Swap" agreements were, as a
matter of law and equity, owned by Emmis upon execution of those
agreements, extinguished as a result, and not outstanding or entitled to any
vote.
      102.	Plaintiffs are entitled to money damages to compensate
them for their lost rights and value in the Preferred Stock.
COUNT V
(Violation of Indiana Law - Voting of Preferred Stock
Purportedly Issued to Emmis's "2012 Retention Plan Trust")

      103.	Plaintiffs repeat and reallege each and every previous
allegation as if fully set forth herein.
      104.	Indiana law prohibits subsidiary corporations from voting
shares of the stock of a parent corporation, if the parent owns a majority of
the subsidiary's shares.
      105.	The purpose and public policy for this prohibition is to
ensure that the management and controlling shareholders of such a parent
corporation do not abuse their authority to engage in self-perpetuating and
self-dealing transactions that may be harmful to the corporation and its
owners.
      106.	Indiana law provides a limited exception to this rule for
instances where a corporation may need to direct the voting of a another
entity for purposes of discharging a fiduciary duty, such as where the
corporation is the general partner of a stockholding limited partnership, or
in the case of a bona fide employee benefit plan.  In such instances, the
beneficiaries of that fiduciary duty could act effectively to check the self-
interest of the corporation's management and controlling shareholders.
      107.	This limited exception does not authorize or permit the
establishment of a sham "employee benefit plan" that has not been
established for the purpose of enhancing the welfare of corporate
employees, but rather as an illegitimate tool for the corporation and its
controlling shareholder to strip away rights and benefits guaranteed by the
Articles of Incorporation to holders of Preferred Stock.
      108.	Even if Emmis was authorized to issue the 400,000 shares
of purported Preferred Stock to the 2012 Retention Plan Trust, Emmis was
not authorized or permitted by Indiana law to vote those shares.
      109.	Plaintiffs are entitled to declaratory relief that Emmis was
not authorized or permitted by Indiana law to vote, or direct others to vote,
or take any action on votes cast for, the 400,000 shares of Preferred Stock
purportedly issued to the 2012 Retention Plan.
      110.	Plaintiffs are entitled to injunctive relief preventing Emmis
and its agents from any further voting of the Preferred Stock issued to the
2012 Retention Plan.
      111.	Plaintiffs are entitled to money damages to compensate
them for their lost rights and value in the Preferred Stock.


COUNT VI
(Breach of Contract - Emmis's Unauthorized Purchases of Emmis
Stock)

      112.	Plaintiffs repeat and reallege each and every previous
allegation as if fully set forth herein.
      113.	Section 3.3 of the Certificate, drafted by and to be
construed against Emmis, precludes Emmis from purchasing or otherwise
acquiring any "Common Stock or any other stock of the Corporation
ranking junior to or ratably with the Preferred Stock as to dividends or
upon liquidation, dissolution or winding up . . . unless full Accumulated
Dividends shall have been or contemporaneously are paid or declared and
a sum sufficient for the payment thereof is set apart for such payment on
the Preferred Stock for all Dividend Payment Periods terminating on or
prior to such . . . purchase or acquisition."
      114.	As Section 7.3 of the Certificate makes clear, the category
of stock ranking "ratably with the Preferred Stock" includes the Preferred
Stock itself.
      115.	Under its own Certificate, Emmis could not lawfully
purchase or otherwise acquire Preferred Stock, or stock ranking ratably
with the Preferred Stock -- whether through purchase agreements, "Total
Return Swap" agreements, tender offers, or otherwise -- when it had failed
to pay the substantial dividends owed to the holders of the Preferred
Stock.
      116.	Emmis has failed to pay dividends on the Preferred Stock
since October 2008.
      117.	Plaintiffs are entitled to declaratory relief that Emmis's
purchases and acquisitions of Preferred Stock, or stock ranking ratably
with the Preferred Stock, in 2011 and 2012 -- whether through purchase
agreements, "Total Return Swap" agreements, tender offers, or otherwise -
- were unauthorized, ultra vires, and void.
      118.	Plaintiffs are entitled to declaratory relief that Emmis
cannot vote, direct the vote of, or take any action on votes cast for,
Preferred Stock, or stock ranking ratably with the Preferred Stock, that it
purchased or acquired in 2011 and 2012 -- whether through purchase
agreements, "Total Return Swap" agreements, tender offers, or otherwise.
      119.	Plaintiffs are entitled to declaratory relief that Emmis's
reissuance of Preferred Stock that it unlawfully purchased or acquired --
whether through purchase agreements, "Total Return Swap" agreements,
tender offers, or otherwise -- was unauthorized, ultra vires, and void.
      120.	Plaintiffs are entitled to injunctive relief preventing Emmis
and its agents from any further voting of the Preferred Stock that Emmis
acquired in violation of the Certificate.
      121.	Plaintiffs are entitled to money damages to compensate
them for their lost rights and value in the Preferred Stock.
COUNT VII
(Breach of Contract - Emmis's Unilateral Amendment of Certificate)

      122.	Plaintiffs repeat and reallege each and every previous
allegation as if fully set forth herein.
      123.	The Certificate constituted a contract between the
Company, and those in privity with it, and the Preferred Stockholders.
      124.	The terms of the Certificate could not be amended, as
Emmis has now done, without the consent of holders of two-thirds of the
Preferred Stock.
      125.	The shares used by Emmis to vote in favor of its
amendments to the Certificate were either owned by, or stood in privity
with, the Company, and not with the Preferred Stockholders.
      126.	Through its course of conduct, and by purporting to control
the votes of Preferred Stock, Emmis improperly asserted rights on both
sides of the Certificate. In other words, Emmis has played both sides of
the contractual relationship in order to unilaterally amend its contract with
the Preferred Stockholders and attempt to nullify its obligations to
Preferred Stockholders.  Emmis took such actions without providing any
consideration to the holders of Preferred Stock not purportedly controlled
by Emmis, and without the mutual assent of the contracting parties.
      127.	Emmis's conduct, in unilaterally amending the terms of the
Certificate, constitutes a breach of the Certificate that has harmed the
Plaintiffs.
      128.	Plaintiffs are entitled to money damages to compensate
them for their lost rights and value in the Preferred Stock.
COUNT VIII
(Breach of Duties to Shareholders)
      129.	Plaintiffs repeat and reallege each and every previous
allegation as if fully set forth herein.
      130.	Emmis owes the Plaintiffs, as shareholders in the
Company, fiduciary and other duties.
      131.	Emmis's conduct - including making materially false
statements about its plans and intentions with respect to the Preferred
Stock; remaining silent about those plans when there was a duty to speak;
coercing the Plaintiffs by placing them in the untenable position of having
to choose whether to sell their Preferred Stock to Emmis for reasons
wholly unrelated to the Preferred Stock or Company's actual value, or face
an illegitimate vote, controlled by the Company, that would substantially
strip the rights of their Preferred Stock; and taking steps to unilaterally
amend the terms of the Certificate, was a breach of those duties.
      132.	Plaintiffs are entitled to money damages to compensate
them for their lost rights and value in the Preferred Stock.


REQUEST FOR RELIEF
      WHEREFORE, Plaintiffs pray for a judgment against Emmis as
follows:
      a)	declaring that Emmis violated Sections 10(b), 13(e), and
14(e) of the Exchange Act and the rules and regulations promulgated
thereunder;
      b)	declaring that Emmis unlawfully, and in violation of the
Certificate, purchased or otherwise acquired Preferred Stock, or stock
ranking ratably with the Preferred Stock, whether through purchase
agreements, "Total Return Swap" agreements, tender offers, or otherwise,
when Emmis had failed to pay dividends owed to the holders of the
Preferred Stock;
      c)	declaring that Emmis unlawfully, and in violation of the
Certificate, reissued Preferred Stock that Emmis purchased or otherwise
acquired, whether through purchase agreements, "Total Return Swap"
agreements, tender offers, or otherwise, when Emmis had failed to pay
dividends owed to the holders of the Preferred Stock;
      d)	enjoining Emmis and its agents from any further voting,
directing others to vote, or taking any action on votes cast for, Preferred
Stock;
      e)	enjoining Emmis and its agents from any further violations
of the federal securities laws or Indiana law;
      f)	declaring that the "Total Return Swap" agreements and
related voting arrangements violated Indiana law, and were void and
unenforceable;
      g)	declaring that the shares of Preferred Stock subject to the
"Total Return Swap" agreements were owned by Emmis upon execution
of those agreements, extinguished, and not outstanding or entitled to any
vote;
      h)	declaring that the issuance of shares of Preferred Stock to
the 2012 Retention Plan Trust violated Emmis's Articles of Incorporation
and Indiana law, was unauthorized, and is void;
      i)	declaring that the shares of Preferred Stock purportedly
issued to the 2012 Retention Plan Trust were not outstanding or entitled to
any vote;
      j)	awarding Plaintiffs their damages to compensate them for
their lost rights and value in the Preferred Stock;
      k)	awarding Plaintiffs punitive damages;
      l)	awarding Plaintiffs their costs and disbursements in this
action; and
      m)	granting Plaintiffs such other and further relief as the Court
may deem just and proper.



Respectfully submitted,
		s/ Michael R. Limrick
	Wayne C. Turner
David C. Campbell
Michael R. Limrick
Patrick A. Ziepolt
BINGHAM GREENEBAUM
DOLL LLP
2700 Market Tower
10 W. Market Street
Indianapolis, IN  46204-4900
(317) 635-8900
(317) 236-9907 (facsimile)
wturner@bgdlegal.com
dcampbell@bgdlegal.com
mlimrick@bgdlegal.com
pziepolt@bgdlegal.com

- and -

Adam H. Offenhartz (pro hac
vice)
Aric H. Wu (pro hac vice)
GIBSON, DUNN & CRUTCHER
LLP
200 Park Avenue
New York, NY 10166-0193
(212) 351-4000
(212) 351-4035 (facsimile)
aoffenhartz@gibsondunn.co
m
awu@gibsondunn.com

Attorneys for Plaintiffs Corre
Opportunities Fund, LP,
Zazove Associates LLC, DJD
Group LLLP, First
Derivative Traders LP, and
Kevan A. Fight


Demand For Jury Trial

      Plaintiffs demand a trial by jury on all issues so triable.


s/ Michael R. Limrick
An attorney for Plaintiffs
36