-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, WEBQHH3+m6PYBOfN7frnYycMs2RYHTMRYiOXbFvBlqPnMKTIVfBbPZP62UGq8ahU O4AG/Uk7GbumxX+dT/XzuQ== 0000950123-01-503277.txt : 20010607 0000950123-01-503277.hdr.sgml : 20010607 ACCESSION NUMBER: 0000950123-01-503277 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20010606 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: EMMIS COMMUNICATIONS CORP CENTRAL INDEX KEY: 0000783005 STANDARD INDUSTRIAL CLASSIFICATION: RADIO BROADCASTING STATIONS [4832] IRS NUMBER: 351542018 STATE OF INCORPORATION: IN FISCAL YEAR END: 0228 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-43521 FILM NUMBER: 1655337 BUSINESS ADDRESS: STREET 1: ONE EMMIS PLAZA STREET 2: 40 MONUMENT CIRCLE SUITE 700 CITY: INDIANAPOLIS STATE: IN ZIP: 46204 BUSINESS PHONE: 3172660100 MAIL ADDRESS: STREET 1: ONE EMMIS PLZ STREET 2: 40 MONUMENT CIRCLE #700 CITY: INDIAPOLIS STATE: IN ZIP: 46204 FORMER COMPANY: FORMER CONFORMED NAME: EMMIS BROADCASTING CORPORATION DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: LIBERTY MEDIA CORP /DE/ CENTRAL INDEX KEY: 0001082114 STANDARD INDUSTRIAL CLASSIFICATION: CABLE & OTHER PAY TELEVISION SERVICES [4841] IRS NUMBER: 841288730 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 9197 SOUTH PEORIA STREET CITY: ENGLEWOOD STATE: CO ZIP: 80112 BUSINESS PHONE: 7208755400 MAIL ADDRESS: STREET 1: 9197 SOUTH PEORIA STREET CITY: ENGLEWOOD STATE: CO ZIP: 80112 SC 13D/A 1 y50085sc13da.txt AMENDMENT #1 TO SCHEDULE 13D 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D/A UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 1) Emmis Communications Corporation (Name of Issuer) Class A Common Stock, par value $.01 per share (Title of Class of Securities) 29152510 (CUSIP Number) Charles Y. Tanabe, Esq. Senior Vice President and General Counsel Liberty Media Corporation 9197 South Peoria Street Englewood, Colorado 80112 (720) 875-5400 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) May 21, 2001 (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(b) for other parties to whom copies are to be sent. (Continued on following pages) - ------------------ * 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 the disclosures provided in a prior cover page. The information required in 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). 2 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Liberty Media Corporation 84-1288730 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) (b) X 3 SEC USE ONLY 4 SOURCE OF FUNDS Not Applicable 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 7 SOLE VOTING POWER 1,404,000 shares NUMBER OF SHARES 8 SHARED VOTING POWER BENEFICIALLY See Item 6 of Original Schedule 13D. OWNED BY EACH 9 SOLE DISPOSITIVE POWER REPORTING 1,404,000 shares PERSON 10 SHARED DISPOSITIVE POWER See Item 6 of Original Schedule 13D. 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,404,000 shares 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.3 % See Item 5. 14 TYPE OF REPORTING PERSON CO 3 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D/A (AMENDMENT NO. 1) STATEMENT OF LIBERTY MEDIA CORPORATION PURSUANT TO SECTION 13(d) OF THE SECURITIES EXCHANGE ACT OF 1934 IN RESPECT OF EMMIS COMMUNICATIONS CORPORATION CLASS A COMMON STOCK AMENDMENT NO. 1 TO SCHEDULE 13D Liberty Media Corporation, a Delaware corporation ("Liberty" or the "Reporting Person"), hereby amends and supplements its statements on Schedule 13D as initially filed on November 24, 1999 (the "Initial Schedule 13D") with respect to the Class A Common Stock, par value $.01 per share, of Emmis Communications Corporation (the "Issuer") ITEM 4. PURPOSE OF THE TRANSACTION Item 4 of the Initial Schedule 13D is hereby amended to read in its entirety as follows: On May 21, 2001, the Reporting Person sold 3,996,000 shares of Class A Common Stock. After this sale, the Reporting Person held 1,404,000 shares of Class A Common Stock. By virtue of this sale, the Reporting Person ceased to be the beneficial owner of more than 5% of the Issuer's Class A Common Stock. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. Item 5 of the Initial Schedule 13D is hereby amended to read in its entirety as follows: (a) After giving effect to the sale of the 3,996,000 shares of Class A Common Stock described in Item 4 above, Liberty beneficially owns through its subsidiary, Liberty EMMS, 1,404,000 shares of Class A Common Stock. The 1,404,000 shares of Class A Common Stock beneficially owned by Liberty represents 3.3% of the 42,067,639 shares of Class A Common Stock issued and outstanding on April 30, 2001, as reported in the Issuer's Annual Report on Form 10-K for its fiscal year ended February 28, 2001. With respect to matters presented for a vote of the holders of Class A Common Stock and Class B Common Stock (which, other than for the election of directors, vote together as a class), Liberty's shares of Class A Common Stock represent 1.5% of the voting power (based on 42,067,639 shares of Class A Common Stock and 5,230,396 shares of Class B Common Stock outstanding on April 30, 2001). With respect to the election of directors, the holders of Class A Common Stock voting as a separate class are entitled to elect two directors, neither of whom may be an officer or employee of the Issuer or may have a relationship which would interfere with the exercise of such director's independent judgment. Liberty's shares of Class A Common Stock represent 3.3% of the voting power for those two directors, based on the 42,067,639 shares of Class A Common Stock outstanding on April 30, 2001. 4 (b) (b)Except as described in Item 6 below, Liberty has the sole power to vote or to direct the voting of the Shares and the sole power to dispose of, or to direct the disposition of, the Shares. (c) The Reporting Person sold 3,996,000 shares of Class A Common Stock on May 21, 2001 through Deutsche Banc Alex, Brown, Inc., 1 South Street, Baltimore, MD 21202, for $28.50 per share. After this disposition, the Reporting Person holds 1,404,000 shares of Class A Common Stock of the Issuer. (d) There is no other person that has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares. (e) On May 21, 2001, and by virtue of the sale described in Item 4 and in paragraph (c) above, the Reporting Person ceased to be the beneficial owner of more than 5% of the class of the Issuer's Class A Common Stock. 5 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. Dated: June 6, 2001 LIBERTY MEDIA CORPORATION By: /S/ Charles Y Tanabe Name: Charles Y Tanabe Title: Senior Vice President 6 Schedule 1 of the Statement is hereby amended to read in its entirety as follows: SCHEDULE 1 DIRECTORS AND EXECUTIVE OFFICERS OF LIBERTY MEDIA CORPORATION The name and present principal occupation of each director and executive officer of Liberty Media Corporation are set forth below. The business address for each person listed below is c/o Liberty Media Corporation, 9197 South Peoria Street, Englewood, Colorado 80112. All executive officers and directors listed on this Schedule 1 are United States citizens, except for David J.A. Flowers, who is a Canadian citizen.
Name Principal Occupation - ---- -------------------- John C. Malone Chairman of the Board and Director of Liberty; Director of AT&T Corp. Robert R. Bennett President, Chief Executive Officer and Director of Liberty Gary S. Howard Executive Vice President, Chief Operating Officer and Director of Liberty Paul A. Gould Director of Liberty; Managing Director of Allen & Company Incorporated Harold R. Handler Director of Liberty, Of Counsel with Simpson Thacher & Bartlett Jerome H. Kern Director of Liberty; Chairman of the Board of On Command Corporation Frank J. Macchiarola Director of Liberty, President of Saint Francis College Michael T. Ricks Director of Liberty; Vice President, Treasury, of Telseon, Inc. Larry E. Romrell Director of Liberty; Consultant to AT&T Broadband, LLC (f/k/a Tele-Communications, Inc.) David J.A. Flowers Senior Vice President and Treasurer of Liberty Elizabeth M. Markowski Senior Vice President of Liberty Charles Y. Tanabe Senior Vice President, General Counsel and Assistant Secretary of Liberty Peter Zolintakis Senior Vice President of Liberty Christopher W. Shean Vice President and Controller
7 Schedule 2 of the Original Statement is hereby amended to read in its entirety as follows: SCHEDULE 2 DIRECTORS AND EXECUTIVE OFFICERS OF AT&T CORP. The name and present principal occupation of each director and executive officer of AT&T Corp. are set forth below. The business address for each person listed below is c/o AT&T Corp., 295 North Maple Avenue, Basking Ridge, New Jersey 07920. All executive officers and directors listed on this Schedule 2 are United States citizens except for Mr. Yoshikawa, who is a Japanese citizen.
Name Title - ---- ----- C. Michael Armstrong Director; Chairman of the Board and Chief Executive Officer of AT&T Corp. Kenneth T. Derr Director; Retired Chairman of the Board of Chevron Corporation M. Kathryn Eickhoff Director; President of Eickhoff Economics Incorporated Walter Y. Elisha Director; Retired Chairman and Chief Executive Officer of Springs Industries, Inc. George M. C. Fisher Director; Retired Chairman and Chief Executive Officer of Eastman Kodak Company Donald V. Fites Director; Retired Chairman of Caterpillar, Inc. Amos B. Hostetter, Jr. Director; Chairman of Pilot House Associates Ralph S. Larsen Director; Chairman and Chief Executive Officer of Johnson & Johnson John C. Malone Director; Chairman of Liberty Media Corporation Donald F. McHenry Director; President of The IRC Group LLC Michael I. Sovern Director; President Emeritus and Chancellor Kent Professor of Law at Columbia University Louis A. Simpson Director; President and Chief Executive Officer - Capital Operations of GEICO Corporation Sanford I. Weill Director; Chairman and Co-CEO of Citigroup Inc. Masaki Yoshikawa Director; President and Chief Executive Officer of NTT DoCoMo USA, Inc. John D. Zeglis Director; Chairman and Chief Executive Officer of AT&T Wireless Group Betsy Bernard Executive Vice President - AT&T Consumer Services James W. Cicconi Executive Vice President-Law & Government Affairs and General Counsel Nicholas S. Cyprus Vice President and Controller David W. Dorman President - AT&T Corp. Mirian M. Graddick-Weir Executive Vice President, Human Resources Frank Ianna Executive Vice President and President, AT&T Network Services Richard J. Martin Executive Vice President, Public Relations and Employee Communications
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Name Title - ---- ----- David C. Nagel President, AT&T Labs and Chief Technology Officer Charles H. Noski Senior Executive Vice President and Chief Financial Officer - AT&T Corp. John C. Petrillo Executive Vice President, Corporate Strategy and Business Development Daniel E. Somers President and Chief Executive Officer - AT&T Broadband
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