sctovi

, 2010

Dear Preferred and Common Shareholders:

As you may know, on May 25, 2010, Emmis Communications Corporation signed a Merger Agreement, which will result in Emmis being taken private by Jeffrey H. Smulyan, our Chairman, Chief Executive Officer and President. The attached Proxy Statement/Offer to Exchange describes the steps that are being proposed to take Emmis private and provides information that will help you to make certain decisions with respect to your Emmis stock. While this letter provides some background on the transactions, our board’s determinations and the mechanics of what to do with your shares, I urge you to carefully read the entire Proxy Statement/Offer to Exchange.

The Transactions

On May 24, 2010, Mr. Smulyan and two companies formed by him, JS Acquisition Inc. (“JS Acquisition”) and JS Acquisition, LLC (“JS Parent”), signed a Securities Purchase Agreement with various entities affiliated with Alden Global Capital (together with its affiliates and related parties, “Alden”), under which Alden will provide financing for the going-private transaction. The next day, Emmis signed a Merger Agreement, which provides for a series of transactions, all of which are conditioned upon one another (the “Transactions”):


	•	A cash tender offer (the “JS Acquisition Tender Offer”) by JS Acquisition, Inc. for all of the shares of Emmis Class A Common Stock for $2.40 per share in cash (without interest and less any applicable withholding taxes). JS Acquisition has distributed to holders of Class A Common Stock a separate Offer to Purchase with respect to the JS Acquisition Tender Offer. This Proxy Statement/Offer to Exchange is not the Offer to Purchase for the JS Acquisition Tender Offer.

	•	An “Exchange Offer” by Emmis to issue up to $84.275 million of new 12% PIK Senior Subordinated Notes due 2017 (the “New Notes”) in exchange for its existing 6.25% Series A Cumulative Convertible Preferred Stock, par value $0.01 per share (the “Existing Preferred Stock”) at a rate of $30.00 principal amount of New Notes for each $50.00 liquidation preference of Existing Preferred Stock. This Proxy Statement/Offer to Exchange describes the Exchange Offer.

	•	The solicitation of proxies with respect to a special meeting of the holders of Emmis Common Stock and Existing Preferred Stock, which will be held on , 2010, at local time, at One Emmis Plaza, 40 Monument Circle, Indianapolis, Indiana 46204, to vote on a proposal to adopt certain amendments (the “Proposed Amendments”) to the terms of the Existing Preferred Stock, which are necessary for the completion of the Transactions. The Proposed Amendments will not become effective unless all conditions precedent to the Completion of the Exchange Offer (other than the adoption and effectiveness of the Proposed Amendments) have been satisfied or waived. This Proxy Statement/Offer to Exchange describes the Proposed Amendments.

	•	If the other Transactions are completed, a merger of JS Acquisition with and into Emmis (the “Merger”), in which, among other things, each outstanding share of Class A Common Stock that is not owned by JS Acquisition will be converted into the right to receive from Emmis $2.40 in cash (without interest and less any applicable withholding taxes), and each share of Existing Preferred Stock owned by anyone other than Alden will be converted into the right to receive from Emmis $5.856 in cash (without interest and less any applicable withholding taxes), which is equal to the conversion rate of the Existing Preferred Stock of 2.44 shares of Class A Common Stock per share times the $2.40 in cash (without interest and less any applicable withholding taxes) per share of Class A Common Stock that is being offered in the JS Acquisition Tender Offer. This Proxy Statement/Offer to Exchange


		does not pertain to the Merger. The Merger will not be considered at the special meeting.

The Exchange Offer and the JS Acquisition Tender Offer are expected to be completed simultaneously, as soon as practicable following the approval of the Proposed Amendments at the special meeting. If another special meeting is required under Indiana Law, the Merger is expected to occur shortly after the requisite vote for the Merger is received from Emmis shareholders at the second special meeting. If a second special meeting is not required for the Subsequent Merger, the Merger will occur shortly after the completion of the Exchange Offer and the JS Acquisition Tender Offer.

Board Determinations

A Committee of Disinterested Directors of Emmis (the “Committee”), which does not include Mr. Smulyan or any non-independent members of the board of directors, was formed on April 29, 2010. The Committee has unanimously determined that the Merger Agreement, including the JS Acquisition Tender Offer and the Merger, were advisable and fair to, and in the best interest of, Emmis and the holders (the “Unaffiliated Shareholders”), other than Mr. Smulyan, JS Acquisition, JS Parent, Alden and the other holders of Class A Common Stock who will be investors in JS Parent. The Committee unanimously determined to recommend that the board adopt resolutions, on terms and subject to the conditions of the Merger Agreement and the IBCL:


	•	determining that it was advisable and fair to and in the best interests of Emmis and the Unaffiliated Shareholders for JS Parent to acquire Emmis on the terms and subject to the conditions set forth in the Merger Agreement;

	•	approving and adopting the Merger Agreement, the JS Acquisition Tender Offer and the Merger; and

	•	recommending that the Unaffiliated Shareholders accept the JS Acquisition Tender Offer, tender their Class A Common Shares in the JS Acquisition Tender Offer and approve the Merger and the Merger Agreement,

but has not made any determinations or recommendations with respect to the Exchange Offer or the Proposed Amendments.

The full Emmis board of directors unanimously determined that the Exchange Offer is fair to Unaffiliated Shareholders who hold Existing Preferred Stock and Unaffiliated Shareholders who hold Class A Common Stock. Nevertheless, the Emmis board of directors is not making any recommendation as to whether holders of Existing Preferred Stock should participate in the Exchange Offer or vote for the Proposed Amendments. The Emmis board of directors believes that, because of the circumstances surrounding the Transactions, including the background of the Transactions, the conflicts of interest inherent in the Transactions and the lack of a recommendation by the Emmis board of directors, each holder of Existing Preferred Stock should not rely on the fairness determination of the Emmis board of directors and should make its own independent analysis.

Voting and Exchange Mechanics

This document is a combined Proxy Statement/Offer to Exchange. It describes the Proposed Amendments to be voted upon at the special meeting, as well as the terms of the Exchange Offer by Emmis to issue New Notes in exchange for your Existing Preferred Stock.


	•	FOR HOLDERS OF COMMON STOCK: With this document, you are only being asked to vote on the Proposed Amendments at the special meeting. The tender of your shares will be addressed through the JS Acquisition Tender Offer documents. Please complete, sign, date and return the enclosed proxy card as soon as possible, even if you currently plan to attend the meeting. Returning a proxy card will not prevent you from attending the special meeting and voting in person but will ensure that your vote is counted if you are unable to attend the meeting.

As of the date of this Proxy Statement/Offer to Exchange, Mr. Smulyan owns shares of common stock entitling him to cast approximately 60.0% of the votes able to be cast by holders of Common Stock at the special meeting, and Alden owns shares of Common Stock entitling it to cast approximately 1.7% of the votes able to be cast by holders of Common Stock at the special meeting. Mr. Smulyan and

Alden have each agreed to vote their shares of Common Stock in favor of the proposal to adopt the Proposed Amendments. Therefore, the Proposed Amendments will be approved by the holders of the Common Stock.


	•	FOR HOLDERS OF EXISTING PREFERRED STOCK: You are being asked to vote on the Proposed Amendment at the special meeting. You are also being asked to consider an offer by Emmis to issue New Notes in exchange for your Existing Preferred Stock.


		To vote your Existing Preferred Stock, please complete, sign, date and return the enclosed proxy card as soon as possible, even if you currently plan to attend the meeting. Returning a proxy card will not prevent you from attending the special meeting and voting in person but will ensure that your vote is counted if you are unable to attend the meeting.

		To tender your Existing Preferred Stock, you must tender your shares in accordance with the letters of transmittal and instruction letters you will be receiving in a separate package. You must tender your shares as you have been instructed in order to validly tender your shares into the Exchange Offer.

		Voting your shares of Existing Preferred Stock in favor of the Proposed Amendments is not sufficient to tender your shares of Existing Preferred Stock into the Exchange Offer. Similarly, tendering your shares of Existing Preferred Stock in the Exchange Offer is not sufficient to vote those shares in favor of the Proposed Amendments.

Your vote is important regardless of the number of shares you own. We urge you to complete, sign, date and return the enclosed proxy card as soon as possible, even if you currently plan to attend the meeting. Returning a proxy card will not prevent you from attending the special meeting and voting in person but will ensure that your vote is counted if you are unable to attend the meeting.

Thank you for your interest and participation.

By order of the Board of Directors,

J. Scott Enright
Executive Vice President, General Counsel and Secretary

Neither the Securities and Exchange Commission nor any state securities regulatory agency has approved or disapproved or passed upon the merits or fairness of the Exchange Offer or passed upon the adequacy or accuracy of the disclosure in this document. Any representation to the contrary is a criminal offense.

This Proxy Statement/Offer to Exchange is dated , 2010 and is first being mailed, along with the associated proxy card and means to tender, to our shareholders on or about , 2010.

EMMIS COMMUNICATIONS CORPORATION
INDIANAPOLIS, INDIANA

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

The special meeting of the shareholders of Emmis Communications Corporation will be held on , 2010, at , local time, at One Emmis Plaza, 40 Monument Circle, Indianapolis, Indiana 46204.

The holders of Emmis Class A common stock, par value $0.01 per share (the “Class A Common Stock”), and Class B common stock, par value $0.01 per share (“Class B Common Stock,” and, together with the Class A Common Stock, the “Common Stock”), voting together as a single class, and the holders of Emmis’ 6.25% Series A Cumulative Convertible Preferred Stock (the “Existing Preferred Stock”) will be asked to consider and to vote on the following matters (the “Proposed Amendments”):


	(1)	a proposal to amend the terms of the Existing Preferred Stock that are set forth in Emmis’ second amended and restated articles of incorporation (the “Articles of Incorporation”) to:


	•	eliminate the rights of the holders of the Existing Preferred Stock to require Emmis to redeem all or a portion of their shares on the first anniversary after the occurrence of certain going private transactions and to nominate directors to Emmis’ board of directors; and

	•	provide for the automatic conversion upon the proposed merger of JS Acquisition with and into Emmis, with Emmis surviving the merger (the “Merger”) (i) of the Existing Preferred Stock (other than the Existing Preferred Stock held by Alden Global Capital and its affiliates (collectively, “Alden”)) not exchanged for the new 12% PIK Senior Subordinated Notes due 2017 (the “New Notes”) into that amount of consideration that would be paid to holders of Class A Common Stock into which the Existing Preferred Stock was convertible immediately prior to the Merger and (ii) of the Existing Preferred Stock held by Alden into the New Notes at a rate of $30.00 principal amount of New Notes per $50.00 of liquidation preference of Existing Preferred Stock, as described in the accompanying Proxy Statement/Offer to Exchange; and


	(2)	transaction of any other business that may properly come before the meeting and any adjournments or postponements of the meeting.

While the holders of Emmis Existing Preferred Stock have the right to nominate and elect two directors to Emmis’ board of directors under § 7.2 of Exhibit A of the Articles of Incorporation, no nominations were timely received for this meeting of shareholders. Accordingly, the holders of the Existing Preferred Stock will not be voting on the election of directors at the special meeting. We are also not asking our shareholders to vote at this special meeting on the merger of JS Acquisition with and into Emmis. We expect that, if required by Indiana law, we will call another special meeting after the completion of the exchange offer and other transactions described in the accompanying Proxy Statement/Offer to Exchange to consider the merger proposal.

We describe each of these proposals in more detail in the accompanying Proxy Statement/Offer to Exchange, which you should read in its entirety before voting.

The affirmative vote of:


	•	more shares of Common Stock, voting together as a single class, voting in favor than against the Proposed Amendments, assuming a quorum is present and

	•	holders of at least 2/3 of the outstanding Existing Preferred Stock, voting as a separate class, will be required in order to adopt the Proposed Amendments. The text of the Proposed Amendments is attached to this Proxy Statement/Offer to Exchange as Schedule B. You should read the text of the Proposed Amendments in their entirety.

Existing Preferred Stock should participate in the Exchange Offer or vote for the Proposed Amendments. The Emmis board of directors believes that, because of the circumstances surrounding the Transactions, including the background of the Transactions, the conflicts of interest inherent in the Transactions and the lack of a recommendation by the Emmis board of directors, each holder of Existing Preferred Stock should not rely on the fairness determination of the Emmis board of directors and should make its own independent analysis.

Only holders of record of Common Stock or Existing Preferred Stock at the close of business on , 2010 are entitled to notice of and to vote at this meeting and any adjournments or postponements of this meeting. The Proxy Statement/Offer to Exchange and proxy card(s) are enclosed.

By order of the Board of Directors,

J. Scott Enright
Executive Vice President,
General Counsel and Secretary

Indianapolis, Indiana

, 2010

IMPORTANT: Whether or not you plan to attend the special meeting, please promptly either complete, sign, date and mail the enclosed form of proxy or submit your proxy or voting instructions by telephone or Internet. A self-addressed envelope is enclosed for your convenience. Details are outlined in the enclosed proxy card. If you hold your shares of Common Stock or Existing Preferred Stock through a broker, dealer, trustee, bank or other nominee, you may be also able to submit your proxy or voting instructions by telephone or by Internet in accordance with the instructions your broker, dealer, trustee, bank or other nominee provides. Returning a signed proxy will not prevent you from attending the meeting and voting in person, if you wish to do so. Please note that if you execute multiple proxies, the last proxy you execute revokes all previous proxies.

FOR HOLDERS OF EXISTING PREFERRED STOCK: This document is also an Offer to Exchange, which sets forth the terms of an offer by Emmis to issue New Notes in exchange for your Existing Preferred Stock. Record holders of Existing Preferred Stock may be receiving letters of transmittal and instruction letters in a separate package. If you hold Existing Preferred Stock, you must tender your shares of Existing Preferred Stock as you have been instructed in order to validly tender your shares into the Exchange Offer. Separately, in order to vote your shares of Existing Preferred Stock, you must send in the proxy card you have provided or give voting instructions, as you have been instructed. Voting your shares of Existing Preferred Stock in favor of the Proposed Amendments is not sufficient to tender your shares of Existing Preferred Stock into the Exchange Offer. Similarly, tendering your shares of Existing Preferred Stock in the Exchange Offer is not sufficient to vote those shares in favor of the Proposed Amendments.

Preliminary Proxy Statement/Offer to Exchange

EMMIS COMMUNICATIONS CORPORATION

PROXY STATEMENT/OFFER TO EXCHANGE

Any and All Shares of Outstanding 6.25% Series A Cumulative Convertible Preferred Stock

THE EXCHANGE OFFER WILL TERMINATE AT 11:59 P.M., NEW YORK CITY TIME, ON , 2010, UNLESS EXTENDED BY EMMIS IN ITS SOLE DISCRETION. DURING ANY EXTENSION OF THE EXCHANGE OFFER, ALL SHARES OF THE 6.25% SERIES A CUMULATIVE CONVERTIBLE PREFERRED STOCK PREVIOUSLY TENDERED AND NOT YET EXCHANGED WILL REMAIN SUBJECT TO THE EXCHANGE OFFER (SUBJECT TO WITHDRAWAL RIGHTS SPECIFIED IN THIS PROXY STATEMENT/OFFER TO EXCHANGE) AND MAY BE ACCEPTED FOR EXCHANGE BY EMMIS.

This Proxy Statement/Offer to Exchange and the related letter of transmittal relate to an offer (the “Exchange Offer”) by Emmis Communications Corporation to exchange any and all of its outstanding 6.25% Series A Cumulative Convertible Preferred Stock, par value $0.01 per share, (the “Existing Preferred Stock”) for $84,275,100 principal amount of newly issued 12% PIK Senior Subordinated Notes due 2017 (the “New Notes”), at a rate of $30.00 principal amount of New Notes for each $50.00 of liquidation preference (excluding accrued and unpaid dividends) of Existing Preferred Stock. The Exchange Offer is being made in connection with a series of transactions proposed by Mr. Jeffrey H. Smulyan, the Chairman, Chief Executive Officer and President of Emmis, to take Emmis private, including a cash tender offer (the “JS Acquisition Tender Offer”) by JS Acquisition, Inc. (“JS Acquisition”) for the outstanding shares of Class A Common Stock, par value $0.01 per share, of Emmis.

The Exchange Offer is conditioned on the satisfaction of certain conditions as specified in “The Exchange Offer — Conditions to the Exchange Offer,” including, among other things:


	•	obtaining the requisite 2/3 vote of the holders of Existing Preferred Stock and the affirmative vote of more shares of Emmis common stock voting in favor than against the Proposed Amendments, which are described in more detail in this Proxy Statement/Offer to Exchange, and

	•	the acceptance by JS Acquisition of a minimum number of shares, which as of May 17, 2010 would equal 32.8% of the outstanding Class A Common Stock, in the JS Acquisition Tender Offer; and

Tendering holders of Existing Preferred Stock will not be entitled to receive any dividends with respect to their tendered shares, including unpaid dividends accumulated to date.

You should consider the risk factors beginning on page 28 of this Proxy Statement/Offer to Exchange before you decide whether to participate in the Exchange Offer.

Neither the Securities and Exchange Commission nor any state securities regulatory agency has approved or disapproved or passed upon the merits or fairness of the Exchange Offer or passed upon the adequacy or accuracy of the disclosure in this Proxy Statement/Offer to Exchange. Any representation to the contrary is a criminal offense.

The New Notes are exempt from the registration requirements of the Securities Act of 1933 (the “Securities Act”) under Section 3(a)(9) of the Securities Act. The Exchange Offer is exempt from state securities law requirements by virtue of Section 18(b)(4)(C) of the Securities Act.

If your shares of Existing Preferred Stock are freely transferable without registration under the Securities Act, any New Notes you receive in the Exchange Offer will also be freely transferable.

, 2010

SUMMARY TERM SHEET

Summary of the Proposed Transactions

On April 26, 2010, JS Acquisition, Inc. (“JS Acquisition”), a corporation then owned entirely by our Chairman, Chief Executive Officer and President, Mr. Jeffrey H. Smulyan, and Alden Global Capital (together with its affiliates and related parties, “Alden”) entered into a non-binding Letter of Intent (the “Letter of Intent”) with respect to a series of transactions relating to the equity securities of Emmis.

On May 6, 2010, JS Acquisition was recapitalized so that Mr. Smulyan held all 10 shares of Class B Common Stock, par value $0.01 per share (the “JS Acquisition Class B Common Stock”), of JS Acquisition and all 1,000,000 shares of the Class A Non-Voting Common Stock, par value $0.01 per share (the “JS Acquisition Class A Common Stock”) of JS Acquisition. Also on May 6, 2010, Mr. Smulyan contributed the JS Acquisition Class A Common Stock to JS Acquisition, LLC, a newly-formed Indiana limited liability company (“JS Parent”) that is wholly owned by Mr. Smulyan.

Based on the framework laid out in the Letter of Intent, Alden Global Distressed Opportunities Master Fund, L.P. (the “Alden Fund”), Alden Global Value Recovery Master Fund, L.P., Alden Media Holdings, LLC (“Alden Media”), JS Parent and Mr. Smulyan, entered into a Securities Purchase Agreement, dated May 24, 2010 (the “Alden Purchase Agreement”), and Emmis Communications Corporation (“Emmis”), JS Parent and JS Acquisition entered into an Agreement and Plan of Merger, dated May 25, 2010 (the “Merger Agreement”). The transactions contemplated by the Alden Purchase Agreement and the Merger Agreement (collectively, the “Transactions”) will result in Emmis being taken private by JS Parent. In connection with the Transactions, some shares of Class A common stock, par value $0.01 per share (the “Class A Common Stock”) of Emmis will be contributed to Emmis by the parties to the Rollover Agreement (the “Rollover Shares” and such parties, the “Rolling Shareholders”), dated May 24, 2010, by and among JS Parent and the shareholders set forth therein (the “Rollover Agreement”).

The Transactions include the following:


	•	JS Acquisition Tender Offer (pages to ): JS Acquisition will launch a tender offer (the “JS Acquisition Tender Offer”) for all of the outstanding Class A Common Stock, other than the shares beneficially owned by JS Parent, JS Acquisition, Mr. Smulyan, his affiliates (collectively, the “Purchaser Group”), the Alden Fund and the Rollover Shares. The offer price is $2.40 per share in cash (without interest and less any applicable withholding taxes). The completion of the JS Acquisition Tender Offer is conditioned on, among other things:


		the effectiveness of the Proposed Amendments, and

		the tender of shares of Class A Common Stock, that, when combined with the Rollover Shares and the shares of Common Stock beneficially owned by the Purchaser Group and the Alden Fund, will constitute a majority of the votes able to be cast with respect to the Merger (as defined below). Based on the number of outstanding shares as of May 17, 2010, a minimum of approximately 32.8% of our Class A Common Stock would need to be tendered and not withdrawn for this condition to be satisfied;


	•	Alden Purchase Agreement (pages to ): Simultaneously with completion of the JS Acquisition Tender Offer, Alden Media will provide all necessary funds for the JS Acquisition Tender Offer and the other Transactions under the Alden Purchase Agreement, under which it will purchase for an aggregate of $90 million in cash, subject to adjustment as described below:


		Series A Convertible Redeemable PIK Preferred Interests (the “JS Parent Preferred Interests”) of JS Parent, with an initial preferred unrecovered balance of $96.9 million and having a preferred return of 5% per annum until the second anniversary of the closing and 15% per annum thereafter; and


	°	common interests (the “JS Parent Common Interests”) of JS Parent initially having a percentage interest of JS Parent equal to 24%, subject to adjustment as provided in the JS Parent operating agreement;

The amount of funds provided by Alden Media, the initial preferred unrecovered capital balance of Alden Media’s JS Parent Preferred Interests and Alden Media’s initial percentage interest of JS Parent may be subject to adjustment, to the extent funds are required to provide cash consideration in the Merger (as defined below) to holders of Existing Preferred Stock that do not tender their shares in the Exchange Offer and/or to pay certain expenses in connection with the Transactions.


	•	Exchange Offer (pages to ): In this Exchange Offer, we are offering to issue an aggregate of $84,275,100 principal amount of new 12% PIK Senior Subordinated Notes due 2017 (the “New Notes”), which will be offered in exchange for all of the outstanding 6.25% Series A Cumulative Convertible Preferred Stock, par value $0.01 per share (the “Existing Preferred Stock”) at a rate of $30.00 principal amount of New Notes for each $50.00 of liquidation preference (excluding accrued and unpaid dividends) of Existing Preferred Stock, as described in more detail in this Proxy Statement/Offer to Exchange, which is conditioned on, among other things:


	°	obtaining the requisite 2/3 vote of the holders of Existing Preferred Stock and the affirmative vote of more shares of Class A Common Stock and Class B common stock, par value $0.01 per share (“Class B Common Stock,” and, together with the Class A Common Stock, the “Common Stock”) voting together as a single class (with each share of Class A Common Stock entitled to one vote per share and each share of Class B Common Stock entitled to 10 votes per share), voting in favor than against the Proposed Amendments, assuming a quorum is present, (collectively, the “Required Vote”), and

	°	the minimum number, which as of May 17, 2010 would equal 32.8% of the outstanding shares of Class A Common Stock, having been validly tendered and not validly withdrawn in the JS Acquisition Tender Offer;


	•	Proxy Solicitations (pages to ): Using this Proxy Statement/Offer to Exchange, we are also soliciting proxies (the “Proxy Solicitations”) from holders of Existing Preferred Stock and Common Stock to vote for the Proposed Amendments, as described in more detail in this Proxy Statement/Offer to Exchange. We are not seeking proxies with respect to the Merger (as defined below). As of the date of this Proxy Statement/Offer to Exchange, Mr. Smulyan directly owns shares of Common Stock entitling him to cast approximately 60.0% of the votes able to be cast by holders of Common Stock at the special meeting, and the Alden Fund directly owns shares of Common Stock entitling it to cast approximately 1.7% of the votes able to be cast by holders of Common Stock at the special meeting. Under the Alden Purchase Agreement, Mr. Smulyan has agreed to vote his shares of Common Stock in favor of the proposal to adopt the Proposed Amendments, and the Alden Fund has agreed to vote its shares of Common Stock in favor of the proposal to adopt the Proposed Amendments, so the proposal will be approved by the holders of the Common Stock. As of the date of this Proxy Statement/Offer to Exchange, the Alden Fund directly owns approximately 41.4% of the outstanding Existing Preferred Stock. Under the Alden Purchase Agreement, the Alden Fund has agreed to vote its shares of Existing Preferred Stock in favor of the proposal to adopt the Proposed Amendments;

	•	Merger Proxy Solicitation (pages to ): If the JS Acquisition Tender Offer and this Exchange Offer are completed and the Proposed Amendments are adopted and effected, to the extent required by Indiana law, we will seek the affirmative votes of holders of Common Stock (a majority of which will be beneficially owned, following the JS Acquisition Tender Offer, by JS Acquisition) to approve a merger of JS Acquisition with and into Emmis, with Emmis surviving the merger as a subsidiary of JS Parent, with Mr. Smulyan holding all of the shares of a newly issued class of voting common stock of Emmis and JS Parent holding all of the shares of a newly issued class of non-voting common stock of Emmis.


	•	The Merger (pages to ): Once the Merger is approved, we will complete the Merger, in which:


		immediately prior to the effective time of the Merger:


	–	Mr. Smulyan will retain 9,755 shares of Class A Common Stock directly, 190,245 shares of Class B Common Stock directly (which he will convert into Class A Common Stock immediately prior to the Merger) and 8,441 shares of Class A Common Stock in Emmis’ 401(k) plan, and The Smulyan Family Foundation will retain 30,625 shares of Class A Common Stock (collectively, the “Retained Shares”);

	–	all shares of Class A Common stock held by the Purchaser Group (other than Retained Shares) and each Rollover Share of the Rolling Shareholders will be contributed to Emmis and cancelled, in satisfaction of each’s respective obligations under the Alden Purchase Agreement and the Rollover Agreement and in consideration for JS Parent Common Interests; and

	–	all shares of Class B Common Stock (other than Retained Shares), all of which are held by Mr. Smulyan, and all of the stock options held by Mr. Smulyan, will be contributed to Emmis and cancelled, in satisfaction of his obligations to under the Alden Purchase Agreement, and in consideration for JS Parent Common Interests.


		each share of Class A Common Stock remaining outstanding, including the Retained Shares, will be converted into the right to receive $2.40 in cash (without interest and less any applicable withholding taxes) from Emmis;

		all remaining outstanding options to purchase Class A Common Stock, will vest if unvested, and each option with an exercise price of less than $2.40 per share (without interest and less any applicable withholding taxes) will be converted into the right to receive an amount of cash per option equal to $2.40 (without interest and less any applicable withholding taxes) minus the exercise price of the option, and all other options will be cancelled;

		each outstanding share of Existing Preferred Stock held by the Alden Fund will be converted into New Notes at a rate of $30.00 principal amount of New Notes per $50.00 of liquidation preference of Existing Preferred Stock, excluding accrued and unpaid dividends;

		each other outstanding share of Existing Preferred Stock will be converted into the right to receive $5.856 in cash (without interest and less any applicable withholding taxes) from Emmis, which is equal to the conversion rate of the Existing Preferred Stock of 2.44 shares of Class A Common Stock per share times the $2.40 in cash (without interest and less any applicable withholding taxes) per share of Class A Common Stock that is being offered in the JS Acquisition Tender Offer;

		each share of JS Acquisition Class A Common Stock will be converted into one share of new nonvoting common stock of Emmis; and

		each share of JS Acquisition Class B Common Stock will be converted into one share of new voting common stock of Emmis.

In this Proxy Statement/Offer to Exchange, where we present information on an “as-adjusted” basis, we mean that such information is presented after giving effect to the Transactions described above and assuming that all holders of Existing Preferred Stock tender all of their shares of Existing Preferred Stock into the Exchange Offer.

Information regarding Emmis

Emmis was incorporated in 1980 and is a diversified media company, principally focused on radio broadcasting. Emmis operates the 8th largest publicly traded radio portfolio in the United States based on total listeners. As of February 28, 2010, Emmis owned and operated seven FM radio stations serving the nation’s top three markets — New York, Los Angeles and Chicago, although one of its FM radio stations in Los Angeles is operated pursuant to a Local Marketing Agreement (LMA) whereby a third party provides the programming for the station and sells all advertising within that programming. Additionally, Emmis owns and operates fourteen FM and two AM radio stations with strong positions in St. Louis, Austin (Emmis has a 50.1% controlling interest in its radio stations located there), Indianapolis and Terre Haute, IN.

In addition to Emmis’ domestic radio properties, Emmis operates an international radio business and publishes several city and regional magazines. Internationally, Emmis owns and operates national radio networks in Slovakia and Bulgaria. Emmis’ publishing operations consist of Texas Monthly, Los Angeles, Atlanta, Indianapolis Monthly, Cincinnati, Orange Coast, and Country Sampler and related magazines. Emmis also engages in various businesses ancillary to its broadcasting business, such as website design and development, broadcast tower leasing and operating a news information radio network in Indiana.

The address and telephone number of Emmis’ principal executive offices are One Emmis Plaza 40, Monument Circle, Suite 700, Indianapolis, Indiana 46204, (317) 266-0100.

For more information regarding Emmis, please see the Emmis Annual Report on Form 10-K for the year ended February 28, 2010, which is attached to this Proxy Statement/Offer to Exchange as Appendix I.

Information regarding Jeffrey H. Smulyan, JS Parent and JS Acquisition and Alden

Jeffrey H. Smulyan, JS Parent and JS Acquisition

JS Parent is an Indiana limited liability company formed on May 6, 2010 that is wholly owned by Mr. Jeffrey H. Smulyan, the Chairman, Chief Executive Officer and President of Emmis. JS Parent was formed for the sole purpose of engaging in the Transactions and has carried on no other activities other than in connection with the Transactions.

JS Acquisition is an Indiana corporation and subsidiary owned by JS Parent and Mr. Smulyan that was formed on April 29, 2009. JS Acquisition was formed for the sole purpose of engaging in a going private transaction with Emmis and has carried on no other activities other than in connection with the JS Acquisition Tender Offer, the Merger and prior potential going private transactions.

For information regarding the executive officers and directors of JS Acquisition and JS Parent, see Schedule A to this Proxy Statement/Offer to Exchange.

None of Emmis, JS Parent, JS Acquisition or any of the persons listed in the table under the caption “Management” in this Proxy Statement/Offer to Exchange has been convicted in a criminal proceeding during the past five years (excluding traffic violations or similar misdemeanors), nor have any of them been a party to any judicial or administrative proceeding during the past five years that resulted in a judgment, decree or final order enjoining them from future violations of, or prohibiting activities subject to, federal or state securities laws or a finding of any violation of federal or state securities laws.

The address and telephone number of the principal executive offices of Mr. Smulyan, JS Parent and JS Acquisition are One Indiana Square, Suite 3500, Indianapolis, Indiana 46204, (317) 713-3500.

We refer to JS Parent, JS Acquisition and Mr. Smulyan and his affiliates (which, for avoidance of doubt, exclude the Rolling Shareholders), collectively as the “Purchaser Group.”

Alden

Alden Global Capital Limited is a Jersey (Channel Islands) based private asset management company, which together with its affiliates and related entities, has over $3 billion under management. Alden Global Capital, a division of Smith Management LLC, is a New York based private asset management company

which, together with Alden Global Capital Limited, manages the Alden funds, which have over $3 billion in assets. Alden Global Distressed Opportunities Master Fund, L.P., is a fund managed by Alden Global Capital Limited and Alden Global Capital. The principal business address of Alden Global Capital Limited is First Floor, Liberation Station, Esplanade, St. Helier, Jersey JE2 3AS and the other Alden entities are located at 885 Third Avenue, 43th Floor, New York, NY 10022 and Alden Global Capital’s business telephone number is (212) 888-5500.

Share Ownership Information

The following table shows the beneficial ownership of members of the Purchaser Group, the Rolling Shareholders and the Alden Fund of the various securities of Emmis as of the date of this Proxy Statement/Offer to Exchange:


	Class A			Class B		Existing
	Common Stock			Common Stock		Preferred Stock

JS Parent		—			—		—
JS Acquisition		—			—		—
Jeffrey H. Smulyan		62,941	(1)		4,930,680		—
Rolling Shareholders		1,714,431	(1)		—		—
The Alden Fund		1,406,500	(2)		—		1,162,737


(1)		Does not include any shares all options. See “Principal Shareholders” for more information regarding these shares.

(2)		Does not include shares of Class A Common Stock beneficially owned that underly outstanding Existing Preferred Stock or other derivatives. See “Principal Shareholders” for more information regarding these shares.

The Alden Fund has agreed not to tender any of its shares of Class A Common Stock into the JS Acquisition Tender Offer or any of its shares of Existing Preferred Stock in the Exchange Offer but will vote those securities in favor of the Proposed Amendments. In the Merger:


	•	each share of Class A Common Stock held by the Alden Fund will be converted into the right to receive $2.40 in cash (without interest and less any applicable withholding taxes) from Emmis, which is equivalent to the consideration offered by JS Acquisition in the JS Acquisition Tender Offer, and

	•	each share of Existing Preferred Stock held by the Alden Fund will be converted into New Notes at the same rate as in the Exchange Offer.

QUESTIONS AND ANSWERS ABOUT THE PROPOSED AMENDMENTS,
THE TRANSACTIONS AND THE SPECIAL MEETING

The summary information provided below in “question and answer” format is for your convenience only and is merely a brief description of material information contained in this Proxy Statement/Offer to Exchange. You should carefully read this proxy statement in its entirety.

Questions and Answers Regarding the Transactions that are Applicable to All Emmis Shareholders Receiving these Materials


Q:	*What is this document, and why am I receiving it?*

Holders of Common Stock or Existing Preferred Stock: This document is a Proxy Statement with respect to a solicitation of proxies from holders of the Common Stock and the Existing Preferred Stock of Emmis. If you hold either Common Stock or Existing Preferred Stock, we are asking you to provide proxies with respect to a proposal to make the Proposed Amendments to the terms of the Existing Preferred Stock. Under Indiana law, holders of common stock must be allowed to vote on a proposal to amend a company’s articles of incorporation, even if the amendment only affects rights of preferred shareholders. The requisite votes of holders of both the Common Stock and the Existing Preferred Stock are required in order to adopt the Proposed Amendments.

Holders of Existing Preferred Stock: This document is also an Offer to Exchange, which sets forth the terms of an offer by Emmis to issue New Notes in exchange for your Existing Preferred Stock. Record holders of Existing Preferred Stock may be receiving letters of transmittal and instruction letters in a separate package. If you hold Existing Preferred Stock, you must tender your shares of Existing Preferred Stock as you have been instructed in order to validly tender your shares into the Exchange Offer. Separately, in order to vote your shares of Existing Preferred Stock, you must send in the proxy card you have provided or give voting instructions, as you have been instructed.

The Merger will not be considered at the special meeting.

Voting your shares of Existing Preferred Stock in favor of the Proposed Amendments is not sufficient to tender your shares of Existing Preferred Stock into the Exchange Offer. Similarly, tendering your shares of Existing Preferred Stock in the Exchange Offer is not sufficient to vote those shares in favor of the Proposed Amendments.


Q:	*What is Emmis seeking to accomplish?*

The adoption of the Proposed Amendments and the completion of the Exchange Offer are part of a series of transactions, which we refer to as the “Transactions,” that have been proposed to us by Mr. Jeffrey H. Smulyan and JS Acquisition. If the Transactions are completed, Mr. Smulyan or entities controlled by Mr. Smulyan will own all of Emmis’ outstanding capital stock.

The Transactions primarily consist of:


	•	a cash tender offer by JS Acquisition, a company indirectly owned by Mr. Smulyan, for all of the shares of Emmis Class A Common Stock, other than those held by the Purchaser Group, the Alden Fund and the Rollover Shares held by the Rolling Shareholders, for $2.40 per share in cash (without interest and less any applicable withholding taxes);

	•	the purchase of preferred equity interests in JS Parent by Alden Media in order to finance the tender offer by JS Acquisition and the other Transactions, which amount will be adjusted, to the extent funds are required to provide cash consideration to holders of Existing Preferred Stock that do not tender their shares in the Exchange Offer and/or to pay various expenses in connection with the Transactions;

	•	the “Exchange Offer” to issue New Notes to holders of Existing Preferred Stock that is described in this Proxy Statement/Offer to Exchange;


	•	the solicitation of proxies from holders of Common Stock and Existing Preferred Stock to vote in favor of a proposal to adopt the Proposed Amendments to the terms of the Existing Preferred Stock, as described in this Proxy Statement/Offer to Exchange; and

	•	if the other Transactions are completed, the Merger of JS Acquisition with and into Emmis, in which, among other things, most shares of Class A Common Stock not held by the Purchaser Group will be converted into the right to receive $2.40 in cash (without interest and less any applicable withholding taxes) from Emmis, and each share of Existing Preferred Stock owned by anyone other than the Alden Fund will be converted into the right to receive $5.856 in cash (without interest and less any applicable withholding taxes) from Emmis, which is equal to the conversion rate of the Existing Preferred Stock of 2.44 shares of Class A Common Stock per share times the $2.40 in cash (without interest and less any applicable withholding taxes) per share of Class A Common Stock that is being offered in the JS Acquisition Tender Offer, and each share of Existing Preferred stock owned by the Alden Fund will be converted into the right to receive New Notes at the same rate as in the Exchange Offer.

See “The Transactions” for more information on the Transactions.


Q:	*When are the Transactions expected to be completed?*

The Exchange Offer and the JS Acquisition Tender Offer are expected to be completed simultaneously, and the funding of the preferred equity investment in JS Parent by Alden Media will also occur at the time the conditions to completion of both offers are satisfied. The Exchange Offer and the JS Acquisition Tender Offer are expected to be completed within 20 business days after the date of this Proxy Statement/Offer to Exchange.

If a vote is required for the Merger, the Merger is expected to occur shortly after the requisite vote for the Merger is received from Emmis shareholders. If a vote is not required for the Merger, it will occur shortly after the completion of the Exchange Offer and the JS Acquisition Tender Offer.


Q:	*Are the Transactions conditioned on one other, and if so, how?*

All of the Transactions are conditioned on the completion of one or more of the other Transactions.

The Exchange Offer is conditioned on, among other things:


	•	obtaining the required votes for the Proposed Amendments;

	•	the adoption and effectiveness of the Proposed Amendments;

	•	the acceptance by JS Acquisition of a minimum number of shares, which as of May 17, 2010 would equal 32.8% of the outstanding Class A Common Stock, in the JS Acquisition Tender Offer; and

	•	the Alden Purchase Agreement remaining in full force and effect and Alden Media funding its obligations under the Alden Purchase Agreement when due.

The Exchange Offer is also subject to various general conditions, including the absence of court or other governmental actions prohibiting the Transactions, general market conditions and the condition of our business. See “The Exchange Offer — Conditions to the Exchange Offer” for more information regarding the conditions to the Exchange Offer.

The JS Acquisition Tender Offer for the Class A Common Stock is conditioned on, among other things:


	•	there being validly tendered and not withdrawn prior to the expiration of the JS Acquisition Tender Offer a minimum number of shares, which as of May 17, 2010 would equal at least 32.8% of the outstanding Class A Common Stock;

	•	the payment to JS Parent by Alden Media of the purchase price for its investment in JS Parent under the Alden Purchase Agreement;


	•	obtaining the required votes for the Proposed Amendments; and

	•	the adoption and effectiveness of the Proposed Amendments.

The minimum tender condition cannot be waived by JS Acquisition without the consent of Emmis.

The investment by Alden Media in JS Parent is conditioned on, among other things, the satisfaction or waiver of the conditions to the JS Acquisition Tender Offer.

The Merger will not occur unless the Exchange Offer and the JS Acquisition Tender Offer are completed.

See “The Transactions” for more information regarding the conditions to the Transactions other than the Exchange Offer.


Q:	*What are the Proposed Amendments?*

The Proposed Amendments would:


	•	eliminate the rights of the holders of the Existing Preferred Stock to require Emmis to redeem all or a portion of their shares on the first anniversary after the occurrence of certain going private transactions and nominate directors to Emmis’ board of directors; and

	•	provide for the automatic conversion, upon the Merger, (i) of the Existing Preferred Stock (other than the Existing Preferred Stock held by Alden) not exchanged for the New Notes into that amount of consideration that would be paid to holders of Class A Common Stock into which the Existing Preferred Stock was convertible immediately prior to the Merger and (ii) of the Existing Preferred Stock held by Alden into the New Notes, as described in this Proxy Statement/Offer to Exchange.

The Transactions would likely constitute a going private transaction under the terms of the Existing Preferred Stock that would, in the absence of the Proposed Amendments, require the redemption of the Existing Preferred Stock. No such redemption will occur if the Proposed Amendments become effective.

The Existing Preferred Stock currently has the right to nominate directors to our board of directors. The Proposed Amendments would eliminate that right.

If the Proposed Amendments are adopted and become effective, the Merger will result in the conversion of each share of Existing Preferred Stock, other than the shares held by the Alden Fund, into the right to receive $5.856 in cash (without interest and less any applicable withholding taxes), which is equal to the $2.40 in cash (without interest and less any applicable withholding taxes) per share that holders of the Class A Common Stock will receive in the Merger times 2.44, which is the number of shares of Class A Common Stock into which each share of Existing Preferred Stock can be converted.

JS Acquisition has conditioned the completion of the JS Acquisition Tender Offer on the adoption and effectiveness of the Proposed Amendments, so the Transactions will not occur unless the Proposed Amendments are adopted and become effective.

The Proposed Amendments will not become effective unless all conditions precedent to the completion of the Exchange Offer (other than the adoption and effectiveness of the Proposed Amendments) have been satisfied or waived.

See “The Proposal” and “Schedule B” for more information regarding the Proposed Amendments.


Q:	*What shareholder vote is required to adopt the proposal to make the Proposed Amendments?*

The proposal to adopt the Proposed Amendments requires the affirmative votes of:


	•	more shares of Common Stock, voting together as a single class, voting in favor than against the Proposed Amendments, assuming a quorum is present, with the shares of Class B Common Stock being entitled to ten votes per share, and

	•	holders of at least 2/3 of the outstanding Existing Preferred Stock, voting as a separate class.

As of the date of this Proxy Statement/Offer to Exchange, Mr. Smulyan directly owns shares of Common Stock entitling him to cast approximately 60.0% of the votes able to be cast by holders of Common Stock at the special meeting, and the Alden Fund directly owns shares of Common Stock entitling it to cast approximately 1.7% of the votes able to be cast by holders of Common Stock at the special meeting. Under the Alden Purchase Agreement, Mr. Smulyan has agreed to vote his shares of Common Stock in favor of the proposal to adopt the Proposed Amendments, and the Alden Fund has agreed to vote its shares of Common Stock in favor of the proposal to adopt the Proposed Amendments, so the proposal will be approved by the holders of the Common Stock.

As of the date of this Proxy Statement/Offer to Exchange, the Alden Fund directly owns approximately 41.4% of the outstanding Existing Preferred Stock. Under the Alden Purchase Agreement, the Alden Fund has agreed to vote its shares of Existing Preferred Stock in favor of the proposal to adopt the Proposed Amendments.


Q:	*Am I being asked to vote to approve the Merger?*

No. You are only voting on the proposal to adopt the Proposed Amendments. If the Exchange Offer and the JS Acquisition Tender Offer are completed, we will, if required by Indiana law, call another special meeting following the completion of those offers to vote on the Merger.


Q:	Has a special committee of the Emmis board of directors been formed? Is Mr. Smulyan voting on or participating in any of the deliberations of the Emmis board of directors with respect to, the Transactions?

In response to the proposal by Mr. Smulyan and JS Acquisition, on April 29, 2010, the board of directors of Emmis formed a Committee of Disinterested Directors (the “Committee”), consisting of Ms. Susan B. Bayh and Messrs. Peter A. Lund and Lawrence B. Sorrel, all of whom qualify as “Independent Directors” under NASDAQ Listing Rule 5605. The Committee did consider or make a determination or recommendation with respect to the Exchange Offer or the Proposed Amendments.

Mr. Smulyan did not participate in the deliberations of the Committee, although he did participate in the deliberations of the full board of directors as described below.

The members of the Committee will not be members of the board of directors of Emmis after the Merger. Shortly after the Committee was formed, the Committee retained Davis Polk & Wardwell LLP and Barnes & Thornburg LLP to serve as counsel to the Committee. On May 5, the Committee retained Morgan Stanley & Co. Incorporated (“Morgan Stanley”) to act as its financial advisor.


Q:	*Do the Transactions involve any conflicts of interest?*

Yes. The board of directors of Emmis has determined, based on the recommendation of the Committee, that the JS Acquisition Tender Offer and the Merger are in the best interests of the holders (the “Unaffiliated Shareholders”) of the Class A Common Stock other than Mr. Smulyan, JS Acquisition, JS Parent, Alden and the other holders who will be investors in JS Parent. See “Special Factors — Background.” The Exchange Offer and Proposed Amendments are conditions to the completion of the JS Acquisition Tender Offer. Emmis would not seek to complete the Exchange Offer and Proposed Amendments absent the other Transactions, and JS Acquisition Parent would not complete the other Transactions absent commencement of the Exchange Offer and effectuation of the Proposed Amendments. As a result, there is an inherent structural conflict of interest for the board of directors of Emmis. The Committee (the members of which are disinterested in the Transactions other than as to ownership of Class A Common Stock) would be unable to make an independent determination of whether the Exchange Offer and the Proposed Amendments are in the best interests of the holders of Existing Preferred Stock due to the effect that such determination could have on its determination of what is best for Emmis and the Unaffiliated Shareholders who hold Class A Common Stock. For a discussion of the Committee’s and full board of directors’ determinations with respect to the Exchange Offer and the Proposed Amendments see “Special Factors — Fairness of the Exchange Offer — Emmis”.

In addition to the structural conflicts of interest for the board of directors as between holders of Class A Common Stock and holders of Existing Preferred Stock, the Transactions involve other significant conflicts of interests as a result of the interests of directors and officers of Emmis in the Purchasing Group, Alden and the Rolling Shareholders. Mr. Smulyan, our Chairman, CEO and controlling shareholder, will own a majority of the common equity interests in JS Parent upon completion of the Transaction. Other officers and directors will also own common equity interests in JS Parent upon completion of the Transaction. In addition, Mr. Heath Freeman, a Managing Director of Alden Global Capital, became a member of the Emmis board of directors at the same meeting at which the Merger Agreement and other Transactions were approved and, although he did not participate in any deliberations of the board of directors and was not present at that meeting, the Alden Fund holds approximately 41.4% of the Existing Preferred Stock and has agreed with JS Parent to vote in favor of the Proposed Amendments. Alden Media will also hold substantial common interests and preferred interests in JS Parent upon completion of the Transactions.

For these and other reasons, neither the Committee nor the board of directors of Emmis is making any recommendation to holders of Existing Preferred Stock as to whether to vote to approve the Proposed Amendments or participate in the Exchange Offer.


Q:	*Has the Committee made any fairness determination or recommendation with respect to the Exchange Offer or the Proxy Solicitation?*

No. While the Committee has unanimously determined that the Merger Agreement, including the JS Acquisition Tender Offer and the Merger, were advisable and fair to and in the best interest of Emmis and the Unaffiliated Shareholders, the Committee has not made any determinations or recommendations with respect to the Exchange Offer or the Proposed Amendments.


Q:	*Has the full board of directors made any fairness determination or recommendation with respect to the Exchange Offer or the Proxy Solicitation?*

Yes. The full board of directors unanimously determined that the Exchange Offer is fair to Unaffiliated Shareholders who hold Existing Preferred Stock and to Unaffiliated Shareholders who hold Class A Common Stock. Nevertheless, the board of directors is not making any recommendation as to whether holders of Existing Preferred Stock should participate in the Exchange Offer or vote for the Proposed Amendments. The board of directors believes that, because of the circumstances surrounding the Transactions, including the background of the Transactions, the conflicts of interest inherent in the Transactions and the lack of a recommendation by the board of directors, each holder of Existing Preferred Stock should not rely on the fairness determination of the board of directors and should make its own independent analysis.


Q:	*Has JS Acquisition or Mr. Smulyan made any fairness determination or recommendation with respect to the Exchange Offer or the Proxy Solicitation?*

As a member of the Emmis board of directors, Mr. Smulyan voted in favor of the determination that the Exchange Offer is fair to Unaffiliated Shareholders who hold Existing Preferred Stock and to Unaffiliated Shareholders who hold Class A Common Stock. Neither he, nor the Emmis board of directors is making any recommendation as to whether holders of Existing Preferred Stock should participate in the Exchange Offer or vote for the Proposed Amendments. The board of directors believes that, because of the circumstances surrounding the Transactions, including the background of the Transactions, the conflicts of interest inherent in the Transactions and the lack of a recommendation by the board of directors, each holder of Existing Preferred Stock should not rely on the fairness determination of the board of directors and should make its own independent analysis.


Q:	*Did the board of directors and the Committee consider alternatives to the Transactions?*

The Committee took into account that Mr. Smulyan and his affiliates owned, as of May 25, 2010, shares of Common Stock representing approximately 60.0% of the total voting power of Common Stock, and that Mr. Smulyan has publicly stated that he is not interested in selling his shares of Emmis. Accordingly, the

Committee concluded that an acquisition of Emmis by a third party was not a feasible alternative, nor is the Committee aware of any other party making a proposal to buy Emmis or any significant minority stock ownership position since Mr. Smulyan made its initial proposal to acquire Emmis in 2006.

The board of directors of Emmis considered the same factors and came to the same conclusion.


Q:	*Will Mr. Smulyan be willing to complete only some of the Transactions?*

No. Mr. Smulyan, in his proposal to our board of directors, stated that he would not be willing to complete any of the individual Transactions unless the other Transactions were also completed. Therefore, a failure to complete any of the Transactions will result in none of the Transactions being completed.


Q:	*Will Mr. Smulyan be willing to support a competing transaction?*

No. Mr. Smulyan, in his capacity as the controlling shareholder of Emmis, has informed us that he would not be willing to approve any other transaction that competes with or impedes the Transactions.


Q:	*Will Emmis be willing to complete only some of the Transactions?*

No. Emmis will not complete any of the individual Transactions unless the other Transactions will also be completed.


Q:	*Will the Transactions result in a change of control of Emmis?*

No. Mr. Smulyan currently directly owns shares of Common Stock entitling him to cast more than a majority of the votes of the outstanding Common Stock on most matters. Mr. Smulyan will directly own all of the voting securities of Emmis following the Transactions.


Q.	*Why has Mr. Heath Freeman been appointed to the board of directors of Emmis? Did he vote on or participate in any of the deliberations with respect to, the Transactions?*

Mr. Freeman is a managing director of Alden Global Capital, which, along with Alden Global Capital Limited, manages the Alden Fund, and, as contemplated by the Letter of Intent, has been appointed to be a director of Emmis and will act as the representative of Alden on the board of directors. Based on its public filings, the Alden Fund currently beneficially owns more than 10% of the Class A Common Stock, in the form of Class A Common Stock, Class A Common Stock that would be issued upon conversion of Existing Preferred Stock and various derivative securities. For purposes of Rule 16b-3 of the Exchange Act, the Emmis board of directors has approved any of the Transactions in which the Alden Fund will be disposing of or acquiring the equity securities of Emmis, including the Merger. He has agreed to resign from the Emmis board of directors if the Alden Purchase Agreement is terminated.

Mr. Freeman is not a member of the Committee and has not voted or participated in any deliberations with respect to the Transactions.


Q:	Do Mr. Smulyan, JS Acquisition or Alden own shares of stock that can be voted at the special meeting? Will they vote their shares in favor of the proposal to adopt the Proposed Amendments?

Yes. The following table shows the beneficial ownership of Mr. Smulyan, the other members of the Purchaser Group and the Alden Fund of the various securities of Emmis as of the date of this Proxy Statement/Offer to Exchange:


	Class A			Class B		Existing
	Common Stock			Common Stock		Preferred Stock

JS Acquisition, LLC		—			—		—
JS Acquisition, Inc.		—			—		—
Jeffrey H. Smulyan		62,941	(1)		4,930,680		—
The Rolling Shareholders		1,714,431	(1)		—		—
The Alden Fund		1,406,500	(2)		—		1,162,730


(1)		Does not include any shares underlying any options. See “Principal Shareholders” for more information regarding these shares.
(2)		Does not include shares of Class A Common Stock beneficially owned that underly outstanding Existing Preferred Stock or other derivatives. See “Principal Shareholders” for more information regarding these shares.

As of the date of this Proxy Statement/Offer to Exchange, Mr. Smulyan owns shares of Common Stock entitling him to cast approximately 60.0% of the votes able to be cast by holders of Common Stock at the special meeting, and the Alden Fund owns shares of Common Stock entitling it to cast approximately 1.7% of the votes able to be cast by holders of Common Stock at the special meeting. Under the Alden Purchase Agreement, Mr. Smulyan has agreed to vote his shares of Common Stock in favor of the proposal to adopt the Proposed Amendments, and the Alden Fund has agreed to vote its shares of Common Stock in favor of the proposal to adopt the Proposed Amendments, so the proposal will be approved by the holders of the Common Stock.

As of the date of this Proxy Statement/Offer to Exchange, the Alden Fund owns approximately 41.4% of the outstanding Existing Preferred Stock. Under the Alden Purchase Agreement, the Alden Fund has agreed to vote its shares of Existing Preferred Stock in favor of the proposal to adopt the Proposed Amendments.

JS Acquisition owns no shares of Common Stock but will own shares of Class A Common Stock if the JS Acquisition Tender Offer is completed.


Q:	What effect will the Transactions have on the listing and Exchange Act registration of the securities of Emmis? Will Emmis be a reporting company under the Exchange Act after the closing of the Transactions?

The completion of the Transactions is expected to result in the delisting of the Class A Common Stock and the Existing Preferred Stock from the NASDAQ.

The completion of the Transaction is expected to result in all classes of securities of Emmis being held by fewer than 300 holders of record, so it is likely that Emmis will no longer be required by the Exchange Act to file periodic or current reports with the SEC.

Questions and Answers Regarding the Transactions that are Primarily Applicable to Holders of Common Stock


Q:	*Will anything happen to my Class A Common Stock if I vote in favor of the Proposed Amendments?*

No.

Nevertheless, if the JS Acquisition Tender Offer and the Exchange Offer are completed, and the Proposed Amendments are adopted and effected, the Merger of JS Acquisition with and into Emmis will occur, and any shares of Class A Common Stock that you hold will be converted into the right to receive $2.40 in cash (without interest and less any applicable withholding taxes) from Emmis, which is the same as the

consideration being offered in the JS Acquisition Tender Offer. If you wish to, you can tender your shares of Class A Common Stock into the JS Acquisition Tender Offer.


Q:	*Can I tender my shares of Class A Common Stock into the JS Acquisition Tender Offer and still submit a proxy or vote my shares at the special meeting?*

Yes. If you were a holder of your shares of Class A Common Stock as of the record date for the special meeting, which was , 2010, you will be able to submit a proxy or vote your shares of Class A Common Stock at the special meeting, regardless of whether you have tendered your shares into the JS Acquisition Tender Offer.


Q:	*Will the Class A Common Stock vote on the proposal separately from the Class B Common Stock?*

No. The shares of Class A Common Stock and Class B Common Stock will vote together on the proposal as a single class.


Q:	*What happens to outstanding stock options?*

If the Transactions are completed, all of Mr. Smulyan’s outstanding options will be contributed to Emmis and cancelled immediately prior to the Merger. Any outstanding options to purchase Class A Common Stock held by persons other than Mr. Smulyan, will vest if unvested, and each such option with an exercise price of less than $2.40 per share (without interest and less any applicable withholding taxes) will be converted in the Merger into the right to receive an amount of cash per option equal to $2.40 (without interest and less any applicable withholding taxes) minus the exercise price of the option. All other options will be cancelled.


Q:	*What happens to restricted stock and restricted stock units?*

Immediately prior to the Merger, each share of restricted stock and each restricted stock unit, whether or not vested, will vest and be cancelled, and the holders of restricted stock and restricted stock units will be entitled to receive $2.40 (without interest and less any applicable withholding taxes) for each share of restricted stock and each share underlying any restricted stock units (whether or not vested).

Questions and Answers Regarding the Transactions that are Primarily Applicable to Holders of Existing Preferred Stock


Q:	*Where is the means to tender my Existing Preferred Stock?*

Record holders of Existing Preferred Stock may be receiving letters of transmittal and instruction letters in a separate package. If you hold Existing Preferred Stock, you must tender your shares of Existing Preferred Stock as you have been instructed in order to validly tender your shares into the Exchange Offer. Voting your shares of Existing Preferred Stock in favor of the Proposed Amendments is not sufficient to tender your shares of Existing Preferred Stock.


Q:	*If I tender my shares of Existing Preferred Stock into the Exchange Offer, will that also constitute a vote in favor of the Proposed Amendments?*

No. Unlike a tender offer/consent solicitation relating to debt securities, in order to vote your shares of Existing Preferred Stock, you must also sign and mail in the provided proxy card or follow the instructions given to you by your broker or other nominee in order to vote in favor of the Proposed Amendments. Failure to vote your shares of Existing Preferred Stock in favor of the Proposed Amendments will make it less likely that the Exchange Offer will be completed.


Q:	*Will the Proposed Amendments become effective if the Exchange Offer is not completed?*

No. The Proposed Amendments will not become effective unless all conditions precedent to the completion of the Exchange Offer (other than the adoption and effectiveness of the Proposed Amendments) have been satisfied or waived.


Q:	*Will anything happen to my Existing Preferred Stock if I vote in favor of the Proposed Amendments?*

Yes. The Proposed Amendments will amend the rights and privileges of the Existing Preferred Stock. You should read the sections of this Proxy Statement/Offer to Exchange relating to the Proposed Amendments to determine whether to submit a proxy or vote your shares of Existing Preferred Stock in favor of the proposal to adopt the Proposed Amendments. See “The Proposal” and “Schedule B.”

In addition, the Exchange Offer is conditioned on, among other things, the adoption and effectiveness of the Proposed Amendments. If you wish to receive New Notes in exchange for your shares of Existing Preferred Stock, you should tender your shares in the Exchange Offer and submit a proxy or vote your shares in favor of the proposal to adopt the Proposed Amendments. Failure to vote your shares of Existing Preferred Stock in favor of the Proposed Amendments will make it less likely that the Exchange Offer will be completed.


Q:	*If I do not tender my shares of Existing Preferred Stock, what will happen to those shares?*

If the Exchange Offer is not completed or if the Proposed Amendments are not approved and do not become effective, nothing will happen to your shares of Existing Preferred Stock.

If the Proposed Amendments become effective, the Merger will result in the conversion of each share of Existing Preferred Stock, other than the shares held by the Alden Fund, into the right to receive $5.856 in cash (without interest and less any applicable withholding taxes), which is equal to the $2.40 in cash (without interest and less any applicable withholding taxes) per share that holders of the Class A Common Stock will receive in the Merger times 2.44, which is the number of shares of Class A Common Stock into which each share of Existing Preferred Stock can be converted.


Q:	*Will there be significant differences between the rights and privileges of the New Notes, compared to the rights and privileges of the Existing Preferred Stock?*

Yes. The two securities are significantly different from each other.

The New Notes will be debt securities of Emmis, with a final contractual maturity date but no conversion feature or rights to receive cash interest or nominate directors. The Existing Preferred Stock is an equity security with no final contractual maturity date that is convertible into Class A Common Stock and may, under certain circumstances, nominate directors to our board of directors. See “The Exchange Offer — Comparison of Rights of Holders of Existing Preferred Stock to Rights of Holders of New Notes.


Q:	*Will holders of Existing Preferred Stock be entitled to dissenters’ rights?*

Holders of Existing Preferred Stock are not entitled to dissenters’ rights under Indiana law with respect to the JS Acquisition Tender Offer, the Exchange Offer, the Proposed Amendments or the Merger. The JS Acquisition Tender Offer, the Exchange Offer and the Proposed Amendments are not among the transactions for which dissenters’ rights are provided under § 23-1-44-8 Ind. BCL.

With respect to the Merger, holders of shares are entitled to dissenters’ rights only if they have a right to vote on the Merger or they are entitled to dissenters’ rights under the Articles of Incorporation, Emmis’ bylaws or a resolution of the board of directors of Emmis. Holders of Existing Preferred Stock do not have a right to vote on the Merger. Neither the Articles of Incorporation nor Emmis’ bylaws contains any provision providing the holders of Existing Preferred Stock with dissenters’ rights with respect to the Merger, nor has the board of directors adopted a resolution to that effect.

General Questions and Answers


Q:	*Who will serve as the information agent with respect to the special meeting and the Exchange Offer? Who will serve as Exchange Agent with respect to the Exchange Offer?*

BNY Mellon Shareowner Services will serve as Information Agent in connection with the special meeting and the Exchange Offer. The Information Agent’s telephone number is (201) 680-6579 or (866) 301-0524

(toll free). See “The Exchange Offer-Information Agent” and the information set forth on the back cover of this proxy statement. The Information Agent can help answer your questions.

BNY Mellon Shareowner Services will serve as Exchange Agent with respect to the Exchange Offer. The Exchange Agent’s telephone number is (201) 680-6579 or (800) 777-3674 (toll free). See “The Exchange Offer-Exchange Agent” and the information set forth on the back cover of this proxy statement.


Q:	*When and where is the special meeting?*

The special meeting will be held on , 2010, at , local time, at One Emmis Plaza, 40 Monument Circle, Indianapolis, Indiana 46204.


Q:	*What will be voted on at the special meeting?*

Shareholders will vote on the proposal to adopt the Proposed Amendments at the special meeting. The special meeting will also allow the transaction of any other business that may properly come before the special meeting and any adjournments or postponements of the special meeting.


Q:	*Who is entitled to vote at the special meeting?*

Only holders of record of our Common Stock or Existing Preferred Stock at the close of business on , 2010 are entitled to notice of and to vote at the special meeting and any adjournments or postponements of the special meeting.


Q:	*How do I vote?*

You may attend the special meeting and vote in person or you can vote by proxy. To vote by proxy, sign and date each proxy card you receive and return it in the prepaid envelope. If you return your signed proxy card but do not indicate your voting preferences, we will vote on your behalf FOR the proposal to adopt the Proposed Amendments.

If you mark “abstain” on your proxy card, your shares will be counted as present for purposes of determining the presence of a quorum. You have the right to revoke your proxy at any time before the meeting by either notifying our corporate secretary or returning a later-dated proxy. You may also revoke your proxy by voting in person at the special meeting.

If you hold your shares through a broker, you should contact your broker to determine the procedure by which you can vote on these proposals. If your shares are held in the name of a bank, broker or other holder of record, you must obtain a proxy, executed in your favor, from the holder of record to be able to vote in person at the meeting.


Q:	*If my shares are held in “street name” by my broker, will my broker vote my shares for me?*

Your broker will vote your shares only if you provide written instructions on how to vote. You should follow the directions provided by your broker regarding how to instruct your broker to vote your shares.


Q:	*What does it mean if I get more than one proxy card?*

If you receive more than one proxy card, it means you hold shares registered in more than one account or may hold more than one class of shares. Sign and return ALL proxy cards to ensure that all your shares are voted.


Q:	*What are the voting rights of the Class A Common Stock and the Class B Common Stock?*

For all matters to be addressed at the special meeting, each share of Class A Common Stock is entitled to one vote and each share of Class B Common Stock is entitled to ten votes. In this case, the Class A and Class B Common Stock vote together as a single class.


Q:	*What are the voting rights of the Existing Preferred Stock?*

Each share of the Existing Preferred Stock is entitled to one vote, voting separately as a class. The Existing Preferred Stock has no voting rights with respect to any other matter that might come up at the special meeting.


Q:	*What constitutes a quorum?*

A majority of the combined voting power of the outstanding Class A and Class B Common Stock, and a majority of the combined voting power of the Existing Preferred Stock, entitled to vote at the meeting constitutes a quorum for the special meeting (i.e., counting one vote for each share of outstanding Class A Common Stock, ten votes for each share of outstanding Class B Common Stock and one vote for each share of outstanding convertible preferred stock, present in person or represented by proxy). No additional quorum requirements apply to matters on which the holders of Class A and Class B Common Stock will vote together as a single class.


Q:	*What do I need to do now?*

First, read this Proxy Statement/Offer to Exchange carefully. Then, you should complete, sign and mail your proxy card in the enclosed return envelope as soon as possible. If you wish to tender shares of Existing Preferred Stock, you should also send in the tender documents you may be receiving separately from this Proxy Statement/Offer to Exchange or follow the instructions for tendering given to you by your broker or other nominee holder.


Q:	*May I Change My Vote After I Have Mailed In My Signed Proxy Card Or Otherwise Voted?*

Yes. To change your vote you can:


	•	send in a later-dated, signed proxy card or a written revocation before the special meeting; or

	•	attend the meeting in person and give oral notice of your intention to vote in person.

Simply attending the meeting will not in and of itself constitute a revocation of your proxy.


Q:	*What do I do if I have additional questions?*

If you have any questions prior to the special meeting, please call our Investor Relations Department toll-free at (866) 366-4703. You may also contact BNY Mellon Shareowner Services, Emmis’ Information Agent for the Special Meeting, toll-free at (866) 301-0524.

SUMMARY OF THE EXCHANGE OFFER

The following is a summary of the terms of the Exchange Offer. Please refer to “The Exchange Offer” for complete information regarding the terms of the Exchange Offer.


Securities Sought		We are offering to issue New Notes in exchange for any and all outstanding shares of Existing Preferred Stock. As of May 17, 2010, there were 2,809,170 shares of Existing Preferred Stock outstanding.

		The Existing Preferred Stock is listed on the NASDAQ Global Select Market under the ticker symbol, “EMMSP.” See “Price Range and Other Information with Respect to the Existing Preferred Stock” for trading price, dividend and other information regarding the Existing Preferred Stock.

Is it Sufficient to Send in a Proxy Card if I Wish to Participate in the Exchange Offer?		Voting your shares of Existing Preferred Stock in favor of the Proposed Amendments is NOT sufficient to tender your shares of Existing Preferred Stock into the Exchange Offer. In order to participate in the Exchange Offer, you must tender your shares of Existing Preferred Stock as instructed.

Exchange Ratio		We will issue New Notes at a rate of $30.00 aggregate principal amount of New Notes for each $50.00 liquidation preference of Existing Preferred Stock (excluding accrued and unpaid dividends).

Accrued and Unpaid Dividends		Accrued and unpaid dividends will not be paid on any shares of Existing Preferred Stock tendered into the Exchange Offer, and you will no longer have the right to receive such dividends after your shares of Existing Preferred Stock are accepted and paid for in the Exchange Offer. As of April 15, 2010, $4.87 per share of unpaid dividends had accrued on the Existing Preferred Stock.

Fairness; Recommendation		The full Emmis board of directors unanimously determined that the Exchange Offer is fair to Unaffiliated Shareholders who hold Existing Preferred Stock and Unaffiliated Shareholders who hold Class A Common Stock. Nevertheless, the Emmis board of directors is not making any recommendation as to whether holders of Existing Preferred Stock should participate in the Exchange Offer or vote for the Proposed Amendments.

		The Emmis board of directors believes that, because of the circumstances surrounding the Transactions, including the background of the Transactions, the conflicts of interest inherent in the Transactions and the lack of a recommendation by the Emmis board of directors, each holder of Existing Preferred Stock should not rely on the fairness determination of the Emmis board of directors and should make its own independent analysis.

Proposed Amendments		We are simultaneously soliciting proxies from holders of at least 2/3 of outstanding Existing Preferred Stock to vote in favor of the Proposed Amendments at the special meeting. Holders of Existing Preferred Stock must submit proxies in the Preferred Proxy Solicitation in order to vote in favor of the Proposed Amendments.


		Under the Alden Purchase Agreement, the Alden Fund, which holds approximately 41.4% of the votes eligible to be cast by holders of the Existing Preferred Stock with respect to the Proposed Amendments, has agreed to vote in favor of the Proposed Amendments.

		We are also simultaneously soliciting proxies to obtain the affirmative votes of more shares of Common Stock, voting together as a single class, voting in favor than against the Proposed Amendments, assuming a quorum is present, at the special meeting. We will not complete the Exchange Offer unless the Required Vote for the Proposed Amendments is received and the Proposed Amendments are effected. As of the date of this Proxy Statement/Offer to Exchange, Mr. Smulyan directly owns shares of Common Stock entitling him to cast approximately 60.0% of the votes able to be cast by holders of Common Stock at the special meeting, and the Alden Fund directly owns shares of Common Stock entitling it to cast approximately 1.7% of the votes able to be cast by holders of Common Stock at the special meeting. Under the Alden Purchase Agreement, Mr. Smulyan has agreed to vote his shares of Common Stock in favor of the proposal to adopt the Proposed Amendments, and the Alden Fund has agreed to vote its shares of Common Stock in favor of the proposal to adopt the Proposed Amendments, so the proposal will be approved by the holders of the Common Stock.

		We will not complete the Exchange Offer unless the Proposed Amendments are adopted and effected.

Conditions to the Exchange Offer		Our obligation to complete this Exchange Offer, to accept your shares of Existing Preferred Stock tendered in the Exchange Offer and to issue the New Notes in exchange for such shares of Existing Preferred Stock is conditioned on, among other things:

		• the Proposed Amendments having been adopted by the holders of Common Stock and Existing Preferred Stock;

		• not less than a minimum number of shares, which as of May 17, 2010 would equal 32.8% of the outstanding shares of Class A Common Stock, having been validly tendered and not validly withdrawn in the JS Acquisition Tender Offer and having been simultaneously accepted for payment by JS Acquisition;

		• the payment to JS Parent by Alden Media of the purchase price for its investment in JS Parent under the Alden Purchase Agreement; and

		• other customary conditions precedent.

		See “The Exchange Offer — Conditions to the Exchange Offer.”

Eligible Offerees; Transfer Restrictions		The Exchange Offer will be exempt from registration under the Securities Act under Section 3(a)(9) of that Act. All holders of Existing Preferred Stock are eligible to participate in the Exchange Offer.


		If your shares of Existing Preferred Stock are freely transferable without registration under the Securities Act, any New Notes you receive in the Exchange Offer will also be freely transferable.

Expiration Date		The offers will expire at 11:59 p.m., New York City time, on , 2010, unless extended by Emmis with respect to any or all series of old notes (such date and time, as the same may be extended, the “Expiration Date”). We, in our sole discretion, may extend the Expiration Date for any offer for any purpose, including in order to permit the satisfaction or waiver of any or all conditions to any offer. See “The Exchange Offer — Expiration Time, Extensions, Termination and Amendments.”

Settlement Date		The settlement date of the Exchange Offers will be as soon as practicable following the Expiration Date.

Procedures for Tendering		The means to tender your shares of Existing Preferred Stock may be sent to you separately from the proxy card and proxy instructions. Voting your shares of Existing Preferred Stock in favor of the Proposed Amendments is not sufficient to tender your shares of Existing Preferred Stock into the Exchange Offer. If you wish to participate in the Exchange Offer and your Existing Preferred Stock is held by a custodial entity, such as a bank, broker, dealer, trust company or other nominee, you must instruct that custodial entity to tender your Existing Preferred Stock on your behalf pursuant to the procedures of that custodial entity. If your Existing Preferred Stock is registered in your name, you must complete, sign and date the accompanying letter of transmittal, or a facsimile of the letter of transmittal, according to the instructions contained in this Proxy Statement/Offer to Exchange and the letter of transmittal. See “The Exchange Offer — How to Tender.”

Withdrawal Deadline		You may withdraw your tendered shares of Existing Preferred Stock at any time prior to the Expiration Date.

Withdrawal of Tenders and Revocation of Proxies		You may withdraw the tender of your Existing Preferred Stock prior to the Expiration Date by submitting a notice of withdrawal to the exchange agent using ATOP procedures and/or upon compliance with the other procedures described in this Proxy Statement/Offer to Exchange.

		Proper withdrawal of your Existing Preferred Stock will not be deemed to revoke the related proxy in favor of the Proposed Amendments. You must separately revoke your proxy in order to not have your shares of Existing Preferred Stock voted in favor of the Proposed Amendments.

Consequences of Failure to Tender		If the Exchange Offer is completed, a failure to tender your shares of Existing Preferred Stock in the Exchange Offer could have the following consequences, among others:

		• claims with respect to your shares of Existing Preferred Stock would be junior in right of payment to all of the New Notes issued in the Exchange Offer;


		• your Existing Preferred Stock would no longer have the covenant protections, such as the right to nominate directors and protections against going private transactions, that were removed by the Proposed Amendments; and

		• if the Merger is completed, you will not receive New Notes for your shares of Existing Preferred Stock, but, instead, each share of your Existing Preferred Stock will be converted into the right to receive $5.856 in cash (without interest and less any applicable withholding taxes), which is equal to the conversion rate of the Existing Preferred Stock of 2.44 shares of Class A Common Stock per share times the $2.40 in cash (without interest and less any applicable withholding taxes) per share of Class A Common Stock that is being offered in the JS Acquisition Tender Offer.

		For a description of the consequences of failing to exchange your old notes, see “Risk Factors — Risks Applicable to Existing Preferred Stock Not Tendered in the Exchange Offer.”

Taxation		For a summary of the material U.S. federal income tax consequences of the Exchange Offer, see “Certain Material U.S. Federal Income Tax Consequences.”

Accounting Treatment		The Transactions will not be accounted for as a purchase, because there is no change of ownership involved. Mr. Jeffrey H. Smulyan, who beneficially owned approximately 60.0% of the total voting power of the outstanding Common Stock of Emmis as of May 17, 2010, will own all of Emmis’ voting stock after the completion of the Transactions.

Interests of Certain Persons in the Transactions		A number of directors and executive officers of Emmis have interests in the Transactions, which may be different from yours. See “The Exchange Offer — Executive Officer and Director Participation; Interests of Certain Persons in the Transactions.”

Dealer Managers and Solicitation Agents		No dealer managers or solicitation agents have been retained to solicit tenders or proxies.

Exchange Agent and Information Agent		BNY Mellon Shareowner Services. The addresses and telephone numbers of BNY Mellon Shareowner Services are listed on the back cover page of this Proxy Statement/Offer to Exchange.

SUMMARY OF THE PROXY SOLICITATIONS

The following is a summary of certain aspects of the Proxy Solicitations. Please refer to “The Special Meeting” and “The Proposal” for complete information regarding the terms of the Proxy Solicitations.


Special Meeting		The special meeting of the shareholders of Emmis Communications Corporation will be held on , , 2010, at , local time, at One Emmis Plaza, 40 Monument Circle, Indianapolis, Indiana 46204. The shareholders of Emmis will consider the Proposed Amendments at the special meeting. The text of the Proposed Amendments is attached to this Proxy Statement/Offer to Exchange as Schedule B. Shareholders should read the text of the Proposed Amendments in their entirety.

Does a Tender of my Existing Preferred Stock in the Exchange Offer Constitute a Vote in Favor of the Proposed Amendments?		Unlike a tender offer/consent solicitation relating to debt securities, in order to vote your shares of Existing Preferred Stock, you must also sign and mail in the provided proxy card or follow the instructions given to you by your broker or other nominee in order to vote in favor of the Proposed Amendments. Failure to vote your shares of Existing Preferred Stock in favor of the Proposed Amendments will make it less likely that the Exchange Offer will be completed.

Recommendation		The full Emmis board of directors unanimously determined that the Exchange Offer is fair to Unaffiliated Shareholders who hold Existing Preferred Stock and Unaffiliated Shareholders who hold Class A Common Stock. Nevertheless, the Emmis board of directors is not making any recommendation as to whether holders of Existing Preferred Stock should participate in the Exchange Offer or vote for the Proposed Amendments.

		The Emmis board of directors believes that, because of the circumstances surrounding the Transactions, including the background of the Transactions, the conflicts of interest inherent in the Transactions and the lack of a recommendation by the Emmis board of directors, each holder of Existing Preferred Stock should not rely on the fairness determination of the Emmis board of directors and should make its own independent analysis.

Record Date		Holders of record of Class A Common Stock, Class B Common Stock and/or Preferred Stock as of , 2010 will be entitled to vote those shares of stock at the special meeting.

Condition to Effectiveness of the Proposed Amendments		The Proposed Amendments will not become effective unless all conditions precedent to the completion of the Exchange Offer (other than the adoption and effectiveness of the Proposed Amendments) have been satisfied or waived.

Existing Preferred Stock		We are soliciting proxies from holders of record, as of , 2010, of the Existing Preferred Stock to vote at the special meeting in favor of the following Proposed Amendments:


		• to eliminate the rights of the holders of the Existing Preferred Stock to require Emmis to redeem all or a portion of their shares on the first anniversary after the occurrence of certain going private transactions and nominate directors to Emmis’ board of directors; and

		• provide for the automatic conversion upon the proposed merger of JS Acquisition with and into Emmis, with Emmis surviving the merger (i) of the Existing Preferred Stock (other than the Existing Preferred Stock held by Alden) not exchanged for the New Notes into that amount of consideration that would be paid to holders of Class A Common Stock into which the Existing Preferred Stock was convertible immediately prior to the Merger and (ii) of the Existing Preferred Stock held by Alden into the New Notes.

		The affirmative vote of holders of at least 2/3 of the outstanding shares of Existing Preferred Stock will be required in order to adopt the Proposed Amendments. Holders of Existing Preferred Stock must submit proxies in the Proxy Solicitation in order to vote in favor of the Proposed Amendments. As of the record date, there were 2,809,170 shares of Existing Preferred Stock outstanding.

		Under the Alden Purchase Agreement, the Alden Fund, which holds approximately 41.4% of the votes eligible to be cast by holders of the Existing Preferred Stock with respect to the Proposed Amendments, has agreed to vote in favor of the Proposed Amendments.

Common Stock		We are also soliciting proxies from holders of record, as of , 2010, of Class A and Class B Common Stock, voting together as a single class, to vote at the special meeting in favor of the following Proposed Amendments:

		• to eliminate the rights of the holders of the Existing Preferred Stock to require Emmis to redeem all or a portion of their shares on the first anniversary after the occurrence of certain going private transactions and nominate directors to Emmis’ board of directors; and

		• provide for the automatic conversion upon the proposed merger of JS Acquisition with and into Emmis, with Emmis surviving the merger (i) of the Existing Preferred Stock (other than the Existing Preferred Stock held by Alden) not exchanged for the New Notes into that amount of consideration that would be paid to holders of Class A Common Stock into which the Existing Preferred Stock was convertible immediately prior to the Merger and (ii) of the Existing Preferred Stock held by Alden into the New Notes.

		The affirmative vote of more shares of Common Stock, voting together as a single class, voting in favor than against the Proposed Amendments, assuming a quorum is present, will be required in order to adopt the Proposed Amendments. As of the record date, there were outstanding shares of Class A Common Stock, with one vote per share on the Proposed Amendments, and


		shares of Class B Common Stock, with ten votes per share on the Proposed Amendments.

		As of the date of this Proxy Statement/Offer to Exchange, Mr. Smulyan directly owns shares of Common Stock entitling him to cast approximately 60.0% of the votes able to be cast by holders of Common Stock at the special meeting, and the Alden Fund directly owns shares of Common Stock entitling it to cast approximately 1.7% of the votes able to be cast by holders of Common Stock at the special meeting. Under the Alden Purchase Agreement, Mr. Smulyan has agreed to vote his shares of Common Stock in favor of the proposal to adopt the Proposed Amendments, and the Alden Fund has agreed to vote its shares of Common Stock in favor of the proposal to adopt the Proposed Amendments, so the proposal will be approved by the holders of the Common Stock.

Abstentions and Broker Non-Votes		If you mark “abstain” on your proxy card, your shares will be counted as present for purposes of determining the presence of a quorum. If your shares of Common Stock or Existing Preferred Stock are held in “street name” or through nominees, brokers and other nominees will not be permitted to vote on the Proposed Amendments unless instructed by you since the Proposed Amendments are not “routine matters” for purposes of the NASDAQ rules. Proxies submitted by brokers and other nominees who do not indicate a vote for the proposal because the holders do not have discretionary voting authority and have not received instructions from the beneficial owners on how to vote on those proposals are called “broker non-votes.” Abstentions and broker non-votes will not affect the voting on the Proposed Amendments for shares of Class A and Class B Common Stock, but will have the same effect as voting against the Proposed Amendments for shares of Existing Preferred Stock.

Required Vote in order to Complete the Exchange Offer		In order to adopt the Proposed Amendments, the requisite vote of holders of both the Existing Preferred Stock and the Common Stock, as described above, will be required. It is a condition precedent to the completion of the Exchange Offer that the Required Vote be obtained and the Proposed Amendments be adopted and effected.

Revocation of Proxies		You may change your vote if you send in a later-dated, signed proxy card or a written revocation with respect to your shares of Common Stock or Existing Preferred Stock, as applicable, prior to the special meeting. You can also attend the special meeting in person and give oral notice of your intention to vote in person.

SUMMARY OF THE NEW NOTES

The following is a summary of the terms of the New Notes. Please refer to “Description of the New Notes” and the form of indenture for the New Notes, which is filed as an exhibit to the Statement on Schedule TO of which this Proxy Statement/Offer to Exchange is a part, for complete information regarding the terms of the New Notes.


Issuer		Emmis Communications Corporation

Title of Security		12% PIK Senior Subordinated Notes due 2017

Maximum Aggregate Principal Amount		$84,275,100, assuming all holders of the Existing Preferred Stock tender their shares.

Maturity		, 2017, unless redeemed earlier by Emmis as described under the heading “Description of the New Notes — Optional Redemption.”

Interest		12.00% per annum accruing from the date of issuance, payable in- kind, in arrears, annually on each , beginning on , 2011.

Subsidiary Guarantees		The New Notes will not be guaranteed by any of Emmis’ subsidiaries.

Security		The New Notes will not be secured by any assets.

Mandatory Redemption		Except as provided below, Emmis is not required to make mandatory redemption or sinking fund payments with respect to the New Notes.

		If the New Notes would otherwise constitute “applicable high yield discount obligations” within the meaning of Section 163(i)(1) of the Internal Revenue Code of 1986, as amended (the “Code”), at the end of each accrual period ending after the fifth anniversary of the New Notes’ issuance (each, an “AHYDO Redemption Date”), Emmis will be required to redeem for cash a portion of each New Note then outstanding equal to the “mandatory principal redemption amount” (such redemption, a “mandatory principal redemption”). The redemption price for the portion of each New Note redeemed pursuant to a mandatory principal redemption will be 100% of the principal amount of such portion plus any accrued interest thereon to the date of redemption. The “mandatory principal redemption amount” means the portion of a New Note required to be redeemed to prevent such New Note from being treated as an “applicable high yield discount obligation” within the meaning of Section 163(i)(1) of the Code. No partial redemption or repurchase of the New Notes prior to any AHYDO Redemption Date pursuant to any other provision of the Indenture will alter Emmis’ obligations to make the mandatory principal redemption with respect to any New Notes that remain outstanding on any AHYDO Redemption Date.

Optional Redemption		Emmis may redeem the New Notes, in whole at any time or in part from time to time, at our option on not less than 30 nor more than 60 days’ notice, at a price equal to 100% of their principal amount, plus accrued and unpaid interest to, but not including, the date of


		redemption. See “Description of the New Notes — Optional Redemption.”

Ranking		The New Notes will be senior subordinated obligations of Emmis and will rank upon liquidation:

		• senior in right of payment to any of Emmis’ existing and future indebtedness that is expressly subordinated in right of payment to the New Notes, including the 15% PIK Junior Subordinated Notes due 2017 (“Junior Subordinated Notes”) that may be issued in connection with a redemption of the Exchanged ECC Shares;

		• senior in right of payment to any shares of Existing Preferred Stock not tendered in the Exchange Offer;

		• subordinated in right of payment to any of Emmis’ existing and future senior indebtedness, including Emmis’ guarantee of the Credit Facility;

		• equal in right of payment with any of Emmis’ existing and future senior subordinated indebtedness;

		• effectively subordinated to any of Emmis’ future secured indebtedness, to the extent of the assets securing such indebtedness; and

		• effectively subordinated to all indebtedness, liabilities (including trade payables) and preferred stock of Emmis’ subsidiaries, including under the Credit Facility.

		On an as-adjusted basis, as of February 28, 2010, the New Notes would be effectively subordinated to $341.2 million of indebtedness under the Credit Facility, with $17.1 million of additional indebtedness available for borrowing under the Credit Facility, net of $0.9 million of letters of credit, and $146.1 million of other liabilities. Because of Emmis’ guarantee of the Credit Facility, the New Notes would also be subordinated in right of payment to that guarantee.

		The ability of Emmis to prepay the New Notes (including its right to optionally redeem New Notes or the requirement that it mandatorily redeem the New Notes) is also subject to limitations, as described under “Description of the New Notes — Subordination.”

Covenants		The indenture for the New Notes will not contain any material restrictive covenants. See “Description of the New Notes.”

Reports		The indenture for the New Notes will not contain any requirement to file with the SEC or provide periodic or current reports, except as may be required under the Trust Indenture Act of 1939. Based on currently applicable interpretations of the TIA and the lack of rules promulgated thereunder, we would not be required to file or provide any such reports. See “Risk Factors — Risks Related to the Exchange Notes — After completion of the Transactions, we may no longer be a company that has any classes of securities listed on a stock exchange or registered under the Exchange Act, and we


		will not be required, under the indenture governing the New Notes, to provide any such reports to holders of the New Notes.”

Effects on Rights of Holders		The rights of holders of New Notes, which will be indebtedness of Emmis, will be significantly different from those of holders of Existing Preferred Stock, which are equity securities of Emmis. For more information on these differences, please see “The Exchange Offer — Comparison of Rights of Holders of Existing Preferred Stock to Rights of Holders of New Notes.”

Form and Denomination		The New Notes will be represented by one or more global notes, deposited with a trustee as a custodian for the Depository Trust Company and registered in the name of Cede & Co., DTC’s nominee. Beneficial interests in the global notes will be shown on, and any transfers will be effective only through, records maintained by DTC and its participants. Interests in the global notes will be issued in minimum denominations of $1.00 and integral multiples of $1.00. No cash will be paid in lieu of any fractional New Notes that would otherwise be issuable.

Securities Law Restrictions		The Exchange Offer will be exempt from registration under the Securities Act under Section 3(a)(9) of that Act. All holders of Existing Preferred Stock are eligible to participate in the Exchange Offer.

		If your shares of Existing Preferred Stock are freely transferable without registration under the Securities Act, any New Notes you receive in the Exchange Offer will also be freely transferable.

No Registration Rights		The New Notes will not have any registration rights.

Trust Indenture Act of 1939		The indenture governing the New Notes will be qualified under the Trust Indenture Act of 1939 (the “TIA”), and the terms of the New Notes and the indenture governing the New Notes will include those stated in the New Notes and such indenture and those made part of such indenture by reference to the TIA. Emmis expects to file an application on Form T-3 to qualify the indenture under the TIA.

No Listing		We will not list the New Notes for trading on any securities exchange or automated quotation system.

Use of Proceeds		We will not receive any proceeds from the Exchange Offer.

Governing Law		The indenture for the New Notes will be governed by New York law.

For a description of certain of certain considerations that should be taken into account in connection with the Exchange Offer and in connection with an investment in the New Notes, see “Risk Factors”.

RISK FACTORS

Investing in the New Notes involves risk. You should carefully consider the following risks, the information set forth under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and other information in this Proxy Statement/Offer to Exchange before deciding to invest in the New Notes by tendering your shares of Existing Preferred Stock. The following risks and uncertainties could materially and adversely affect our business, financial condition or operating results.

The risks below are not the only ones that we face. Some risks may not yet be known to Emmis and some that we do not currently believe to be material could later turn out to be material. Any of these risks could materially affect our business, financial condition and results of operations. Past financial performance may not be a reliable indicator of future performance, and historical trends should not be used to anticipate results or trends in future periods.

The substantial level of our indebtedness may limit the cash flow available to invest in the ongoing needs of our business and may have a material, adverse effect on our business and results of operations.

We have substantial indebtedness. As of February 28, 2010, on an as-adjusted basis, we would have approximately $425.5 million of total consolidated indebtedness outstanding, including $84.3 million aggregate principal amount of New Notes offered in this Exchange Offer and $341.2 million under the Credit Facility, with $17.1 million available for borrowing, net of $0.9 million of letters of credit.

Our substantial indebtedness could have important consequences. For example, it could:


	•	require Emmis to dedicate a substantial portion of our cash flow from operations to interest and principal payments on our indebtedness, reducing the availability of our cash flow for other purposes, such as capital expenditures, acquisitions or working capital;

	•	limit our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate;

	•	increase our vulnerability to general adverse economic and industry conditions;

	•	place Emmis at a disadvantage compared to our competitors who have less debt; and

	•	limit our ability to borrow additional funds.

We expect to obtain the money necessary to pay our expenses, fund working capital and capital expenditures, and to pay the interest on our various debt instruments from cash flow from our operations and from our existing and available borrowings under the Credit Facility. Our ability to meet our debt obligations and other expenses thus depends on our future performance, which will be affected by financial, business, economic and other factors. We will not be able to control many of these factors, such as economic conditions in the industry in which we operate and competitive pressures. Our cash flow may not be sufficient to allow Emmis to pay interest on our debt and to meet our other obligations. If we do not have enough cash flow, we may be required to refinance all or part of our existing debt, sell assets or borrow additional money. We may not be able to do so on terms acceptable to Emmis or at all. In addition, the terms of existing or future debt agreements may restrict Emmis from adopting any of these alternatives. The failure to generate sufficient cash flow or to achieve such alternatives could reduce the value of the New Notes and limit Emmis’ ability to pay principal and interest, including PIK interest, on the New Notes.

We may not be able to refinance our outstanding indebtedness that is due prior to the 2017 maturity date of the New Notes, including that under the Credit Facility, which is due in November 2012 and November 2013.

As of February 28, 2010, on an as-adjusted basis, we would have had $2.0 million of outstanding indebtedness under the revolving facility of the Credit Facility, which is due in November 2012, and $339.2 million of outstanding term loans under the Credit Facility, which are due November 2013.

Therefore, prior to the maturity of the New Notes, we will need to repay, refinance, extend the maturity of or otherwise amend the terms of this indebtedness under the Credit Facility. Our ability to refinance the Credit Facility is dependent upon, among other things, business conditions and our financial performance. The indenture governing the New Notes will not limit our ability to pay fees or interest on any permitted refinancing, and therefore, the indebtedness issued in any refinancing of the Credit Facility could have a significantly higher rate of interest and costs than the Credit Facility has currently. We may not be able to refinance, extend the maturity of or otherwise amend the terms of the Credit Facility, and any refinancing, extension or amendment may not be on commercially reasonable terms. The financial terms or covenants of any new or replacement credit facility or other indebtedness issued to refinance the Credit Facility may be more stringent than those existing under the Credit Facility currently.

Our ability to complete a refinancing of our indebtedness under the Credit Facility prior to its maturity is also subject to a number of conditions beyond our control. For example, if a disruption in the financial markets were to occur at the time that we intended to refinance this indebtedness, we might be restricted in our ability to access the financial markets. If we are unable to refinance this indebtedness, our alternatives would consist of negotiating an extension of the Credit Facility and seeking or raising new capital. General economic conditions and lack of availability of capital may also prevent Emmis from completing a successful refinancing or extension. A failure to refinance the Credit Facility prior to its maturity date would have a material adverse effect on our financial condition and would materially and adversely impact our ability to make payments on the New Notes.

Despite our current indebtedness levels, we may still be able to incur substantially more debt. This additional debt could exacerbate further the risks associated with our substantial leverage.

Emmis and its subsidiaries may be able to incur substantial additional indebtedness, including additional secured indebtedness, in the future. The terms of the Credit Facility restrict, but do not completely prohibit, Emmis and its subsidiaries from doing so. In addition, the indenture governing the New Notes contains no restrictive covenants and therefore will not prevent Emmis or its subsidiaries from incurring additional indebtedness, all of which may be pari passu or senior in right of payment to the New Notes, and any indebtedness incurred by the subsidiaries of Emmis will be structurally senior to the New Notes. See “Description of Other Indebtedness — Credit Facility” and “Description of New Notes.”

Furthermore, upon completion of this Exchange Offer and the Transactions, the JS Parent Preferred Interests held by Alden Media may be converted, through a series of steps, into Junior Subordinated Notes of Emmis upon the occurrence of certain events. If new debt or other liabilities are added to our current debt levels, the related risks that we now face could intensify.

Certain restrictions in the Credit Facility and in the documents governing the JS Parent Preferred Interests that will be issued to Alden Media will limit Emmis’ operating and financial flexibility.

Although the indenture governing the New Notes does not contain any restrictive covenants and will therefore not limit our operational activities, the Credit Facility and the JS Parent operating agreement contain restrictive covenants.

Under the JS Parent operating agreement, Alden Media will have the right to consent to:


	•	any merger, liquidation or sale of all or substantially all assets of JS Parent, Emmis or Emmis Operating Company (“Emmis Operating”);

	•	the incurrence of indebtedness by JS Parent, Emmis, Emmis Operating, or any of their subsidiaries or the issuance of equity securities by Emmis or Emmis Operating, or any of their subsidiaries, except in specified circumstances including indebtedness incurred or equity securities issued to redeem or otherwise refinance the Credit Facility, the Junior Subordinated Notes, the New Notes, the JS Parent Preferred Interests or the JS Parent Common Interests;

	•	amendments to the operating agreement, charter, by-laws or similar document of JS Parent, Emmis or Emmis Operating;


	•	as long as Alden Media and its permitted transferees own JS Parent Preferred Interests or own or have the right to acquire Junior Subordinated Notes, the payment of distributions by JS Parent;

	•	commencing any proceedings in bankruptcy with respect to JS Parent, Emmis, Emmis Operating or any subsidiary of Emmis Operating;

	•	transactions with affiliates (other than existing arrangements and amendments and replacements of those arrangements) other than Emmis and its subsidiaries;

	•	any redemption or repurchase of equity securities of JS Parent or Emmis, subject to specified exceptions;

	•	acquiring specified assets, including any assets or businesses for an aggregate price in excess of $5 million;

	•	any sale of assets other than in the ordinary course of business or as permitted under and applied in accordance with the Credit Facility in which the net cash proceeds are used to repay, redeem, exchange or refinance the Credit Facility, the New Notes, the Junior Subordinated Notes or the JS Parent Preferred Interests; and

	•	permitting liens on any of the common stock of Emmis or any of its subsidiaries, except in specified circumstances, any activity which would pose a material risk that JS Parent may be treated as engaged in a trade or business for federal income tax purposes.

Covenants in the JS Parent operating agreement also require JS Parent to use commercially reasonable efforts to cause Emmis to dispose of assets to modify or refinance the Credit Facility so as to allow the redemption of the JS Parent Preferred Interests, the New Notes or the Junior Subordinated Notes and to effect such redemptions promptly after any such modification or refinancing.

The agreement governing the Credit Facility also contains covenants that, among other things, restrict Emmis Operating’s and its subsidiaries’ ability to:


	•	incur additional indebtedness;

	•	incur liens;

	•	enter into negative pledges;

	•	make investments;

	•	make restricted payments;

	•	amend, prepay, redeem or repurchase indebtedness;

	•	merge, consolidate or sell assets or enter into other business combination transactions;

	•	enter into sale and leaseback arrangements;

	•	use land or permit land to be used in violation of environmental law; and

	•	enter into transactions with affiliates.

Such covenants also limit Emmis’ ability to make issuances of equity, to amend, prepay, redeem or repurchase specified indebtedness, to incur indebtedness or to conduct activities other than holding company activities.

The Credit Facility also contains financial maintenance covenants, including a total leverage ratio, a fixed charge coverage ratio, a minimum liquidity covenant and a minimum EBITDA covenant. The total leverage ratio and fixed charge coverage ratio have been suspended until at least September 2011, unless Emmis Operating elects to end the suspension earlier.

These restrictions could significantly limit our operational flexibility and our ability to respond to changing business conditions or to change our business strategy. A failure to adapt to changing business

conditions or make timely changes to business strategies may have a material, adverse effect on our business, financial condition and results of operations. A failure to comply with the covenants in the Credit Facility could result in a default under the Credit Facility, which could result in all amounts outstanding under the Credit Facility being declared immediately due and payable. Any such event would have a material, adverse effect on our business, results of operations and financial condition.

We may be unable to generate sufficient cash to service all of our indebtedness, including under the New Notes, and we may be forced to take other actions to satisfy our obligations under such indebtedness, which may not be successful. In addition, since Emmis is a holding company with no business or operations apart from those of its subsidiaries, it may be unable to service its indebtedness, including under the New Notes, due to being unable to access the cash flows of its subsidiaries.

Our ability to make scheduled payments on or to refinance our debt obligations depends on the financial condition and operating performance of our subsidiaries, which is subject to prevailing economic and competitive conditions and to financial, business and other factors beyond our control. We and our subsidiaries may not be able to maintain a level of cash flows from operating activities sufficient to permit Emmis to pay or refinance our indebtedness, including the New Notes and our indebtedness under the Credit Facility. If the cash flows and capital resources of Emmis and our subsidiaries are insufficient to fund our debt service obligations, we and our subsidiaries could face substantial liquidity problems and may be forced to reduce or delay capital expenditures or growth strategies, sell assets, seek additional capital or restructure or refinance our indebtedness, including the New Notes and the Credit Facility. These alternative measures may not be successful and may not permit Emmis to meet our scheduled debt service obligations. A failure to meet these obligations would have a material, adverse effect on our financial condition and our ability to pay our obligations under the New Notes.

Emmis is a holding company, and all of its operations are conducted through its subsidiaries, but none of its subsidiaries are obligated to make funds available to it for payment of the New Notes. Accordingly, Emmis’ ability to make payments on the New Notes is dependent entirely on the earnings and distributions of funds from its subsidiaries. The agreements governing the Credit Facility contain significant restrictions on Emmis’ subsidiaries to pay dividends or otherwise transfer assets to Emmis, with only very limited exceptions. If Emmis is unable to access the cash flows of its subsidiaries, it may not be able to pay its obligations under the New Notes when they come due.

Risks Related to the New Notes

The New Notes will not be secured or guaranteed by any of the subsidiaries of Emmis, and the subsidiaries of Emmis hold substantially all of its operations and assets, so the New Notes will be effectively subordinated to any indebtedness of the subsidiaries of Emmis, including under the Credit Facility.

The New Notes are only obligations of Emmis and will not be secured or guaranteed by any of the subsidiaries of Emmis. Emmis conducts substantially all of its operations through its subsidiaries and has no material assets or operations outside of those of its subsidiaries. The New Notes will therefore be effectively subordinated to all of the indebtedness, preferred stock and other liabilities (including trade payables) of the subsidiaries of Emmis, including all of the indebtedness under the Credit Facility. As of February 28, 2010, on an as-adjusted basis, Emmis’ subsidiaries would have had $341.2 million of outstanding indebtedness under the Credit Facility, with an additional $17.1 million available for borrowing under the Credit Facility, net of $0.9 million of letters of credit, and $146.1 million of other liabilities outstanding. In an insolvency proceeding, holders of the liabilities and preferred stock of the subsidiaries of Emmis, including under the Credit Facility, will be entitled to be paid in full before any payment may be made on the New Notes. In these cases, we may not have sufficient assets to satisfy all of our creditors, and holders of the New Notes may receive less, ratably, than the holders of the indebtedness of the subsidiaries of Emmis.

The indenture governing the New Notes will not contain any material restrictive covenants, so it will not restrict us from taking actions that may not be in the best interests of the holders of the New Notes.

While other instruments, such as the Credit Facility and the JS Parent operating agreement will contain restrictive covenants, the indenture governing the New Notes will not contain any material restrictive covenants. As a result, it will not restrict us from taking actions that may not be in the best interests of the holders of the New Notes, including, without limitation:


	•	incurring additional indebtedness;

	•	making dividends, including to pay dividends on, or to repurchase or retire, the JS Parent Preferred or JS Parent Common Interests;

	•	repurchasing or retiring our or our direct or indirect parents’ equity interests, including the JS Parent Preferred Interests;

	•	prepaying or paying cash interest on, junior indebtedness, including the Junior Subordinated Notes;

	•	incurring liens;

	•	making investments;

	•	selling or otherwise disposing of assets;

	•	acquiring assets or businesses;

	•	permitting restrictions on dividends by subsidiaries of Emmis;

	•	entering into transactions with affiliates;

	•	merging, consolidating or selling all or substantially all of our assets;

	•	experiencing a change of control; or

	•	entering additional lines of business.

Some of the actions we will be permitted to take under the indenture governing the New Notes may result in material and adverse consequences for holders of the New Notes, and the value of the New Notes may decrease as a result.

There is no established trading market for the New Notes, and you may not be able to sell them quickly or at the price that you paid.

The New Notes are a new issue of securities, and there is no established trading market for the New Notes. We do not intend to apply for the New Notes to be listed on any securities exchange or to arrange for their quotation on any automated dealer quotation system. We also cannot assure you that you will be able to sell your New Notes at a particular time or that the prices that you receive when you sell will be favorable. Future trading prices of the New Notes will depend on many factors, including:


	•	our operating performance and financial condition;

	•	the interest of securities dealers in making a market; and

	•	the market for similar securities.

Historically, the market for non-investment grade debt has been subject to disruptions that have caused volatility in prices. It is possible that the market for the New Notes will be subject to disruptions. Any disruptions may have a negative effect on holders of the New Notes, regardless of our prospects and financial performance.

The New Notes will be subordinated in right of payment to all unsubordinated indebtedness of Emmis, including its guarantee of the Credit Facility.

Emmis’ obligations under the New Notes will be expressly subordinated in right of payment to all senior indebtedness of Emmis, including its guarantee under the Credit Facility. As of February 28, 2010, on an as-adjusted basis, we would have had $341.2 million of outstanding indebtedness under the Credit Facility, with $17.1 million available for borrowing, net of $0.9 million of letters of credit. In an insolvency proceeding, the holders of obligations that are senior in right of payment to the New Notes will be entitled to be paid in full before any payment may be made on the New Notes. In these cases, we may not have sufficient assets to satisfy all of our creditors, and holders of the New Notes may receive less, ratably, than the holders of Emmis’ senior indebtedness. Since there will be no restrictive covenants limiting Emmis’ ability to incur additional senior indebtedness, the amount of indebtedness to which the New Notes will be subordinated may increase in the future, which could exacerbate this risk.

The New Notes may be prepaid by Emmis at any time, without premium, which could prevent you from realizing interest income associated with the New Notes.

The New Notes are subject to redemption at our option in whole at any time or in part from time to time, without penalty or premium, upon notice to the holders of the New Notes. As a result, holders of the New Notes will be subject to a risk of prepayment at a time when interest rates may be generally declining. In such a case, holders of New Notes will no longer have the right to receive interest and may be forced to reinvest the redemption proceeds in securities with a lower rate of interest.

A court could deem the issuance of the New Notes a fraudulent conveyance and void all or a portion of the obligations represented by the New Notes.

In a bankruptcy proceeding, a trustee, debtor in possession, or someone else acting on behalf of the bankruptcy estate may seek to recover transfers made or void obligations incurred prior to the bankruptcy proceeding on the basis that such transfers and obligations constituted fraudulent conveyances. Fraudulent conveyances are generally defined to include transfers made or obligations incurred for inadequate consideration when the debtor was insolvent, inadequately capitalized or in similar financial distress, or transfers made or obligations incurred with the intent of hindering, delaying or defrauding current or future creditors. A trustee or such other parties may recover such transfers and avoid such obligations made within two years prior to the commencement of a bankruptcy proceeding. Furthermore, under certain circumstances, creditors may recover transfers or void obligations under state fraudulent conveyance laws, within the applicable limitation period, which may be longer than two years, even if the debtor is not in bankruptcy. In bankruptcy, a representative of the estate may also assert such state law claims.

If a court were to find that Emmis issued the New Notes under circumstances constituting a fraudulent conveyance, the court could void all or a portion of the obligations under the New Notes. In addition, under such circumstances, the value of any consideration holders received with respect to the New Notes could also be subject to recovery from such holders and possibly from subsequent transferees, or holders might be returned to the same position they held as holders of the Existing Preferred Stock.

A New Note could be voided, or claims in respect of a New Note could be subordinated to all other debts of Emmis, if Emmis at the time it incurred the indebtedness evidenced by the New Notes:


	•	received less than reasonably equivalent value or fair consideration for the issuance of the New Notes or the incurrence of the guarantee and was insolvent or rendered insolvent by reason of such issuance or incurrence;

	•	was engaged in a business or transaction for which its remaining assets constituted unreasonably small capital; or

	•	intended to incur, or believed that it would incur, debts beyond its ability to pay those debts as they mature.

The measures of insolvency for purposes of these fraudulent transfer laws will vary depending upon the law applied in any proceeding to determine whether a fraudulent transfer has occurred. Generally, however, a debtor would be considered insolvent if:


	•	the sum of its debts, including contingent liabilities, was greater than the fair saleable value of all of its assets;

	•	the present fair saleable value of its assets was less than the amount that would be required to pay its probable liability on its existing debts, including contingent liabilities, as they become absolute and mature; or

	•	it could not pay its debts as they become due.

We cannot assure you as to what standard a court would apply in determining whether Emmis would be considered to be insolvent. If a court determined that Emmis was insolvent after giving effect to the issuance of the New Notes, it could void the New Notes and require you to return any payments received in respect of the New Notes.

If a bankruptcy petition were filed by or against Emmis, holders of the New Notes may receive a lesser amount for their claim than they would be entitled to receive under the indenture governing the New Notes.

If a bankruptcy petition were filed by or against Emmis under the U.S. Bankruptcy Code after the issuance of the New Notes, the claim by any holder of the New Notes for the principal amount of the New Notes may be limited to an amount equal to the sum of:


	•	the original issue price for the Notes; and

	•	that portion of the original issue discount that does not constitute “unmatured interest” for purposes of the U.S. Bankruptcy Code.

Any OID that was not amortized as of the date of the bankruptcy filing would constitute unmatured interest. Accordingly, holders of the New Notes under these circumstances may receive a lesser amount than they would be entitled to under the terms of New Notes, even if sufficient funds are available.

Risks Related to the Exchange Offer

By tendering your Existing Preferred Stock for the new notes, you will lose rights associated with your Existing Preferred Stock, including the right to receive accrued and unpaid dividends.

To the extent that shares of your Existing Preferred Stock you tender are accepted by Emmis, you will be relinquishing rights available to you as a shareholder. If your Existing Preferred Stock is validly tendered and accepted for exchange, upon acceptance of the shares by Emmis at the closing of the Exchange Offer, you will lose the right to share in any capital appreciation of Existing Preferred Stock, will not be entitled to vote upon any matters submitted to our shareholders for which you might otherwise be eligible to vote, and will no longer be entitled to dividends, including all accrued and unpaid dividends to date, on Existing Preferred Stock. As of April 15, 2010, an aggregate of $4.87 of dividends per share of Existing Preferred Stock were accrued and unpaid.

After completion of the Transactions, we may no longer be a company that has any classes of securities listed on a stock exchange or registered under the Exchange Act, and we will not be required, under the indenture governing the New Notes, to provide any such reports to holders of the New Notes.

After the Transactions are completed, we expect that we will no longer be subject to requirements under the Exchange Act to file periodic or current reports with the SEC. In addition, the indenture governing the New Notes will not contain any covenants requiring Emmis to file such reports. As a result, we will no longer be required to provide financial and other information in filings on Forms 10-K, 10-Q or 8-K. Furthermore, we expect that none of our securities will be listed on a stock exchange after completion of the Exchange

Offer. As a result, we will no longer be subject to SEC and stock exchange regulations with respect to financial reporting, internal control over financial reporting, disclosure controls, audit committee independence, short-swing profits reporting, beneficial ownership reporting or any other similar requirements to which public companies are subject. Our status as a private company may have an adverse effect on the value of our securities and evidences of our indebtedness, including the New Notes.

This Exchange Offer is subject to certain contingencies that may prevent its consummation.

The consummation of this Exchange Offer is subject to certain conditions that are not within our control. For example, consummation of this Exchange Offer is conditioned upon obtaining a 2/3 vote of the holders of Existing Preferred Stock and the affirmative votes of more shares of Common Stock voting in favor than against the Proposed Amendments, assuming a quorum is present, and the closing of the JS Acquisition Tender Offer. The consummation of this Exchange Offer is also conditioned on, among other things, there being no material adverse changes in our business, no pending or threatened action by a governmental body challenging this Exchange Offer and no general suspension of trading in the securities markets. Any of the conditions to the completion of this Exchange Offer may not be fulfilled, in which case we will not be required to complete the Exchange Offer.

Review by the SEC of this Proxy Statement/Offer to Exchange may require modification or revision of the information we have included in this Proxy Statement/Offer to Exchange.

This Proxy Statement/Offer to Exchange is subject to review by the SEC. In the course of the SEC’s review, we may make changes to the various information included in this Proxy Statement/Offer to Exchange. Such changes may have an impact on the manner, timing and terms of the Exchange Offer or Proxy Solicitations.

After the Transactions are completed, we will be controlled by a single shareholder, Mr. Jeffrey H. Smulyan, and Alden Media will have significant consent rights with respect to various actions we might wish to take and, under certain circumstances, may obtain control of Emmis. The interests of those parties may conflict with the interests of holders of the New Notes.

If the Transactions are completed, all of Emmis’ voting stock will be held by Mr. Jeffrey H. Smulyan. Mr. Smulyan will therefore be in a position to exercise sole control over Emmis, subject to various consent rights of Alden Media, as described under “— Certain restrictions in the Credit Facility and in the documents governing the JS Parent Preferred Interests that will be held by Alden Media will limit our operating and financial flexibility.”

Accordingly, Mr. Smulyan, subject to Alden Medias’ consent rights, can determine the outcomes of the elections of members of our board of directors and the outcome of corporate actions requiring shareholder approval, including mergers, consolidations and the sale of all or substantially all of our assets. Subject to Alden Medias’ consent rights, Mr. Smulyan also controls our management, policies and financing decisions and is in a position to prevent or cause a change of control. Under certain circumstances, Alden Media may obtain control of Emmis because of an increase in its equity stake in JS Parent either as a result of accretion on their common equity over time, upon a change of control of Emmis and/or through acquisition from Mr. Smulyan or certain other members of JS Parent. See “The Transactions — Subsequent Merger — Adjustment of Alden Media Ownership Interest.” The interests of Mr. Smulyan or Alden Media could conflict with those of the holders of the New Notes. For example, if we encounter financial difficulties or are unable to pay our debts as they come due, the interests of Mr. Smulyan or Alden Media as an equity holder might conflict with the interests of holders of the New Notes. Mr. Smulyan or Alden Media may have an interest in pursuing acquisitions, divestitures, dividend payments, equity repurchases or financings or other transactions that, in their judgment, could enhance their equity investments, even though such transactions may involve significant risks to holders of the New Notes. In addition, Mr. Smulyan, Alden Media and their respective affiliates may in the future own interests in businesses that compete with ours.

In addition JS Parent has agreed to use commercially reasonable efforts following completion of the Transactions to cause Emmis to sell assets in order to refinance debt of Emmis’ operating subsidiary to allow the redemption of Alden Media’s preferred investment and/or the New Notes or the Junior Subordinated Notes (described below). Such asset sales and refinancing may be on terms that are not in the best interests of the New Notes and the proceeds of such asset sales may ultimately be used to refinance junior securities, such as the Junior Subordinated Notes or the Series A Preferred interests of JS Parent.

The exchange ratio for the Exchange Offer does not reflect any independent valuation of the Existing Preferred Stock or the New Notes.

Neither we nor our board of directors have obtained or requested a fairness opinion from any banking or other firm as to the fairness of the exchange ratio or the relative values of Existing Preferred Stock and New Notes. If you tender your Existing Preferred Stock, you may or may not receive more or as much value than if you choose to keep it.

It is possible that the New Notes will be issued with original issue discount, or “OID,” for U.S. federal income tax purposes.

Because interest on the New Notes is not unconditionally payable in cash or in property (other than debt instruments of Emmis) at least annually and therefore does not represent “qualified stated interest,” the New Notes are considered issued with OID for U.S. federal income tax purposes to the extent that the stated principal amount of the notes exceeds their issue price. In such a case, U.S. Holders will be required to include such OID in gross income on a constant yield to maturity basis in advance of the receipt of cash payment thereof and regardless of such holder’s method of accounting for U.S. federal income tax purposes. See “Certain Material U.S. Federal Income Tax Consequences.”

Risks Applicable to Existing Preferred Stock not Tendered in the Exchange Offer

If you do not tender your shares of Existing Preferred Stock, your shares of Existing Preferred Stock may be converted into the right to receive a cash payment, which may be worth less than the New Notes that would be issued to you in the Exchange Offer.

If the JS Acquisition Tender Offer and this Exchange Offer are completed and the Proposed Amendments are adopted and effected, we will seek the affirmative votes of holders of Common Stock (a majority of which will be beneficially owned, following the JS Acquisition Tender Offer, by Mr. Smulyan and the Alden Fund) to approve the Merger of JS Acquisition with and into Emmis, with Emmis surviving the merger as a subsidiary of JS Parent. Mr. Smulyan will hold all of the shares of a newly issued class of voting common stock of Emmis, and JS Parent will hold all of the shares of a newly issued class of non-voting common stock of Emmis. In the Subsequent Merger, each outstanding share of Existing Preferred Stock not held by the Alden Fund will be converted into the right to receive $5.856 in cash (without interest and less any applicable withholding taxes) from Emmis, which is equal to the conversion rate of the Existing Preferred Stock of 2.44 shares of Class A Common Stock per share times the $2.40 in cash (without interest and less any applicable withholding taxes) per share of Class A Common Stock that is being offered in the JS Acquisition Tender Offer, and may be less than the value of the New Notes you would receive in the Exchange Offer.

To the extent the Existing Preferred Stock remains outstanding following the completion of the Exchange Offer, it will no longer have the protections of the covenants amended or removed by the Proposed Amendments, and it will be subordinated in right of payment to the New Notes issued to holders of Existing Preferred Stock who elect to tender their shares into the Exchange Offer.

If the Proposed Amendments are adopted and effected, holders of the Existing Preferred Stock will no longer be entitled to appoint directors to our board of directors if sufficient dividends on the Existing Preferred Stock are accrued and unpaid. The Proposed Amendments would also remove the requirement for Emmis to redeem the Existing Preferred Stock following specified going-private transactions.

The Proposed Amendments would also provide for the automatic conversion upon the proposed merger of JS Acquisition with and into Emmis, with Emmis surviving the merger,


	•	of the Existing Preferred Stock (other than the Existing Preferred Stock held by Alden) not exchanged for the New Notes into that amount of consideration that would be paid to holders of Class A Common Stock into which the Existing Preferred Stock was convertible immediately prior to the Merger, and

	•	of the Existing Preferred Stock held by Alden into the New Notes.

Following the completion of the Exchange Offer, any shares of Existing Preferred Stock that remain outstanding would be subordinated in right of payment to the New Notes and any other indebtedness of Emmis. Therefore, in an insolvency proceeding, such New Notes and other Emmis indebtedness will be entitled to be paid in full before any payment may be made on the Existing Preferred Stock. In these cases, we may not have sufficient funds to pay all of our creditors, and holders of the Existing Preferred Stock may receive less, ratably, than the holders of the indebtedness of Emmis, including the New Notes.

For more information regarding the Proposed Amendments, see “The Proposal.”

Risks Related to Our Business

Our results of operations could be negatively impacted by weak economic conditions and instability in financial markets.

We believe that advertising is a discretionary business expense. Spending on advertising tends to decline disproportionately during an economic recession or downturn as compared to other types of business spending. Consequently, a downturn in the United States economy generally has an adverse effect on our advertising revenue and, therefore, our results of operations. A recession or downturn in the economy of any individual geographic market, particularly a major market such as Los Angeles or New York, also generally has a significant effect on us. The recent recession in the global economy negatively impacted our results of operations. While economic conditions appear to be improving, we can not ensure that our results of operations won’t be negatively impacted by future economic downturns or by delays in economic recovery.

Even with a recovery from the recent recession in the economy, an individual business sector (such as the automotive industry) that tends to spend more on advertising than other sectors might be forced to maintain a reduced level of advertising expenditures if that sector experiences a slower recovery than the economy in general, or might reduce its advertising expenditures further if additional downturns occur. If that sector’s spending represents a significant portion of our advertising revenues, any reduction in its advertising expenditures may affect our revenue.

We may lose audience share and advertising revenue to competing radio stations or other types of media.

We operate in highly competitive industries. Our radio stations compete for audiences and advertising revenue with other radio stations and station groups, as well as with other media. Shifts in population, demographics, audience tastes, consumer use of technology and forms of media and other factors beyond our control could cause us to lose market share. Any adverse change in a particular market, or adverse change in the relative market positions of the stations located in a particular market, could have a material adverse effect on our revenue or ratings, could require increased promotion or other expenses in that market, and could adversely affect our revenue in other markets. Other radio broadcasting companies may enter the markets in which we operate or may operate in the future. These companies may be larger and have more financial resources than we have. Our radio stations may not be able to maintain or increase their current audience ratings and advertising revenue in the face of such competition.

We routinely conduct market research to review the competitive position of our stations in their respective markets. If we determine that a station could improve its operating performance by serving a different demographic within its market, we may change the format of that station. Our competitors may respond to our actions by more aggressive promotions of their stations or by replacing the format we vacate, limiting our options if we do not achieve expected results with our new format.

From time to time, other stations may change their format or programming, a new station may adopt a format to compete directly with our stations for audiences and advertisers, or stations might engage in aggressive promotional campaigns. These tactics could result in lower ratings and advertising revenue or increased promotion and other expenses and, consequently, lower earnings and cash flow for us. Any failure by us to respond, or to respond as quickly as our competitors, could also have an adverse effect on our business and financial performance.

Arbitron Inc., the supplier of ratings data for United States radio markets, has developed technology to passively collect data for its ratings service. The Portable People Meter^tm is a small, pager-sized device that does not require any active manipulation by the end user and is capable of automatically measuring radio, television, Internet, satellite radio and satellite television signals that are encoded for the service by the broadcaster. Our New York, Los Angeles, Chicago and St. Louis market ratings are being measured by the PPM^tm. In each market, there has been a compression in the relative ratings of all stations in the market, enhancing the competitive pressure within the market for advertising dollars. In addition, ratings for certain stations when measured by the PPM^tm as opposed to the traditional diary methodology can be materially different. PPM^tm based ratings are scheduled to be introduced in Indianapolis and Austin by Spring 2010. We anticipate Terre Haute will remain a diary ratings market.

Because of the competitive factors we face and the introduction of the PPM^tm, we cannot assure investors that we will be able to maintain or increase our current audience ratings and advertising revenue.

Our domestic radio operations are heavily concentrated in the New York and Los Angeles markets.

Our radio operations in New York and Los Angeles account for approximately 50% of our domestic radio revenues. Our results from operations can be materially affected by decreased ratings or resulting revenues in either one of these markets.

We must respond to the rapid changes in technology, services and standards that characterize our industry in order to remain competitive.

The radio broadcasting industry is subject to rapid technological changes, evolving industry standards and the emergence of competition from new technologies and services. We cannot assure that we will have the resources to acquire new technologies or to introduce new services that could compete with these new technologies. Various media technologies and services that have been developed or introduced in the recent years include:


	•	satellite-delivered digital audio radio service, which has resulted in subscriber-based satellite radio services with numerous niche formats;

	•	audio programming by cable systems, direct-broadcast satellite systems, personal communications systems, Internet content providers and other digital audio broadcast formats;

	•	personal digital audio devices (e.g., audio via Wi-Fi, mobile phones, iPods^®, iPhones^®, WiMAX, the Internet and MP3 players);

	•	in-band on-channel digital radio (i.e., HD digital radio), which provides multi-channel, multi-format digital radio services in the same bandwidth currently occupied by traditional AM and FM radio services; and

	•	low-power FM radio, which could result in additional FM radio broadcast outlets.

New media has resulted in fragmentation in the advertising market, but we cannot predict the effect, if any, that additional competition arising from new technologies may have on the radio broadcasting industry or on our financial condition and results of operations. We also cannot ensure that our investments in HD digital radio and other technologies will produce the desired returns.

Our business depends on maintaining our licenses with the FCC. We could be prevented from operating a radio station if we fail to maintain its license.

The radio broadcasting industry is subject to extensive and changing regulation. The Communications Act and FCC rules and policies require FCC approval for transfers of control and assignments of FCC licenses.

The filing of petitions or complaints against FCC licensees could result in the FCC delaying the grant of, or refusing to grant, its consent to the assignment of licenses to or from an FCC licensee or the transfer of control of an FCC licensee. In certain circumstances, the Communications Act and FCC rules and policies will operate to impose limitations on alien ownership and voting of our common stock. There may be changes in the current regulatory scheme, additional regulations may be imposed, and new regulatory agencies may be created, which changes could restrict or curtail our ability to acquire, operate and dispose of stations or, in general, to compete profitably with other operators of radio and other media properties.

Each of our radio stations operates pursuant to one or more licenses issued by the FCC. Under FCC rules, radio licenses are granted for a term of eight years. Our licenses expire at various times through June 2014. The licenses for three of our stations — WKQX in the Chicago market, KPNT in the St. Louis market and WIBC in the Indianapolis market — have expired by their terms, but continue in effect under applicable law pending action by the FCC on the stations’ renewal applications. The license renewal applications of WKQX and KPNT are subject to third-party objections relating primarily to alleged broadcast of indecent programming. WIBC is subject to an FCC inquiry concerning possible violation of laws concerning sponsorship identification and “payola”.

Except for the three stations listed above, all of our radio stations’ licenses are in effect. Although we will apply to renew these licenses upon their expiration, third parties may challenge our renewal applications. While we are not aware of facts or circumstances that would prevent us from having our current licenses renewed, there can be no assurance that the licenses will be renewed or that renewals will not include conditions or qualifications that could adversely affect our business and operations. Failure to obtain the renewal of any of our broadcast licenses may have a material adverse effect on our business and operations. In addition, if we or any of our officers, directors or significant shareholders materially violates the FCC’s rules and regulations or the Communications Act, is convicted of a felony, or is found to have engaged in unlawful employment discrimination, unlawful anticompetitive conduct or fraud upon another government agency, the FCC may, in response to a petition from a third party or on its own initiative, in its discretion, commence a proceeding to impose sanctions upon us which could involve the imposition of monetary fines, the revocation of our broadcast licenses or other sanctions. In the case of any such violations by a person or entity other than the licensee itself, the impact is dependent on the severity of the violation and the nature and extent of the violator’s ownership interest, control and involvement in the broadcast operations of the licensee. If the FCC were to issue an order denying a license renewal application or revoking a license, we would be required to cease operating the applicable radio station only after we had exhausted all rights to administrative and judicial review without success.

The FCC has begun more vigorous enforcement of its indecency rules against the broadcast industry, which could have a material adverse effect on our business.

The FCC’s rules prohibit the broadcast of obscene material at any time and indecent material between the hours of 6 a.m. and 10 p.m. Broadcasters risk violating the prohibition on the broadcast of indecent material because of the FCC’s broad definition of such material, coupled with the spontaneity of live programming.

Congress has dramatically increased the penalties for broadcasting obscene, indecent or profane programming and broadcasters can potentially face license revocation, renewal or qualification proceedings in the event that they broadcast indecent material. In addition, the FCC’s heightened focus on indecency, against the broadcast industry generally, may encourage third parties to oppose our license renewal applications or applications for consent to acquire broadcast stations. As a result of these developments, we have implemented certain measures that are designed to reduce the risk of broadcasting indecent material in violation of the FCC’s rules. These and other future modifications to our programming in an effort to reduce the risk of indecency violations could have an adverse effect on our competitive position.

Any changes in current FCC ownership regulations may negatively impact our ability to compete or otherwise harm our business operations.

The FCC is required to review all of its broadcast ownership rules every four years and to repeal or modify any of its rules that are no longer “necessary in the public interest.” We cannot predict the impact of

these reviews on our business or their effect on our ability to acquire broadcast stations in the future or to continue to own and freely transfer stations that we have already acquired.

In 2003, we acquired a controlling interest in five FM stations and one AM station in the Austin, Texas market. Under ownership regulations released after the date of our acquisition, it appears that we would be permitted to own or control only four FM stations in the Austin market (ownership of one AM station would continue to be allowed). The new rules do not require divestiture of existing non-conforming station combinations, but do provide that such clusters may be transferred only to defined small business entities or to buyers that commit to selling any excess stations to such entities within one year. Consequently, if we wish to sell our interest in the Austin stations, we will have to either sell to an entity that meets those FCC requirements or exclude at least one FM station from the transaction.

Changes in current Federal regulations could adversely affect our business operations.

Congress and the FCC have under consideration, and may in the future consider and adopt, new laws, regulations and policies that could, directly or indirectly, affect the profitability of our broadcast stations. In particular, Congress is considering a revocation of radio’s exemption from paying royalties to performing artists for use of their recordings (radio already pays a royalty to songwriters). A requirement to pay additional royalties could have an adverse effect on our business operations and financial performance.

Our business strategy and our ability to operate profitably depend on the continued services of our key employees, the loss of whom could materially adversely affect our business.

Our ability to maintain our competitive position depends to a significant extent on the efforts and abilities of our senior management team and certain key employees. Although our executive officers are typically under employment agreements, their managerial, technical and other services would be difficult to replace if we lose the services of one or more of them or other key personnel. Our business could be seriously harmed if one of them decides to join a competitor or otherwise competes directly or indirectly against us.

Our radio stations employ or independently contract with several on-air personalities and hosts of syndicated radio programs with significant loyal audiences in their respective broadcast areas. These on-air personalities are sometimes significantly responsible for the ranking of a station and, thus, the ability of the station to sell advertising. These individuals may not remain with our radio stations and may not retain their audiences.

Last year, we reduced salaries of most employees in a cost reduction effort. Most of our employees with employment agreements voluntarily participated in the salary reduction. These salary reductions may make it more difficult to retain our key employees.

Future operation of our business may require significant additional capital.

The continued development, growth and operation of our businesses may require substantial capital. In particular, additional acquisitions may require large amounts of capital. We intend to fund our growth, including acquisitions, if any, with cash generated from operations, borrowings under the Credit Facility, and proceeds from future issuances of debt and equity, both public and private. Our ability to raise additional debt or equity financing is subject to market conditions, our financial condition and other factors. If we cannot obtain financing on acceptable terms when needed, our results of operations and financial condition could be adversely impacted.

Our current and future operations are subject to certain risks that are unique to operating in a foreign country.

We currently have international operations in Slovakia and Bulgaria. Therefore, we are exposed to risks inherent in international business operations. The risks of doing business in foreign countries include the following:


	•	changing regulatory or taxation policies, including changes in tax policies that have been proposed by the Obama Administration related to foreign earnings;


	•	currency exchange risks;

	•	changes in diplomatic relations or hostility from local populations;

	•	seizure of our property by the government or restrictions on our ability to transfer our property or earnings out of the foreign country;

	•	potential instability of foreign governments, which might result in losses against which we are not insured; and

	•	difficulty of enforcing agreements and collecting receivables through some foreign legal systems.

Broadcast licenses in many foreign countries do not necessarily confer the same renewal expectancy as U.S. radio stations broadcast licenses. While we believe that we have reasonable prospects for securing extensions of our remaining international broadcast licenses, we cannot be sure that such extensions will be granted or that the terms and conditions of such extensions will not have a material adverse effect on our international operations. For instance, on October 28, 2009, the Hungarian National Radio and Television Board (ORTT) announced that it was awarding to another bidder the national radio license then held by our majority-owned subsidiary, Slager. Slager ceased broadcasting effective November 19, 2009. Slager filed a lawsuit in Hungary claiming the award of the license by the ORTT to the other bidder violated the Hungarian Media Law. In February 2010, the Hungarian trial court agreed with Slager that the ORTT’s award was unlawful. The ORTT and the winning bidder appealed the court’s decision. A hearing on the appeal is scheduled for July 1, 2010. While we believe the trial court’s ruling was correct, we cannot guarantee that the ruling will be upheld on appeal or that a favorable ruling by the appellate court will result in the award of the license or monetary damages to Slager. We expect to continue to explore Hungarian, European Union, and international arbitration forums to seek a favorable resolution to this matter.

Exchange rates may cause future losses in our international operations.

Because we own assets in foreign countries and derive revenue from our international operations, we may incur currency translation losses due to changes in the values of foreign currencies and in the value of the United States dollar. We cannot predict the effect of exchange rate fluctuations upon future operating results.

We have incurred losses over the past two years and we may incur future losses.

We have reported net losses in our consolidated statement of operations over the past three years as a result of recording non-cash impairment charges, mostly related to FCC licenses and goodwill. In fiscal 2010, we recorded an impairment charge of $174.6 million, $160.9 of which related to radio FCC licenses, $8.9 million of which related to goodwill at an international radio network and a magazine publication, and $4.8 million of which related to other definite-lived intangible assets. As of February 28, 2010, our FCC licenses and goodwill comprise 72% of our total assets. If events occur or circumstances change that would reduce the fair value of the FCC licenses and goodwill below the amount reflected on the balance sheet, we may be required to recognize impairment charges, which may be material, in future periods.

Our failure to comply under the Sarbanes-Oxley Act of 2002 could cause a loss of confidence in the reliability of our financial statements.

In connection with the preparation of our financial statements for the period ended August 31, 2009, we discovered a material weakness in its internal control over financial reporting. As disclosed in our Form 10-Q Report for the period ended November 30, 2009, we remediated the material weakness. As such, as of November 30, 2009, based upon the controls evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls were once again effective to provide reasonable assurance that information relating to Emmis that is required to be disclosed by us in the reports that we file or submit, is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms, and is accumulated and communicated to our management, including our principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. In future periods we may have additional material weaknesses that will be required to be reported, and we may not be able to comply with the reporting deadline

requirements of Section 404. A reported material weakness or the failure to meet the reporting deadline requirements of Section 404 could result in an adverse reaction in the financial markets due to a loss of confidence in the reliability of our financial statements. This loss of confidence could cause a decline in the market price of our securities.

Our operating results have been and may again be adversely affected by acts of war, terrorism and natural catastrophes.

Acts of war and terrorism against the United States, and the country’s response to such acts, may negatively affect the U.S. advertising market, which could cause our advertising revenues to decline due to advertising cancellations, delays or defaults in payment for advertising time, and other factors. In addition, these events may have other negative effects on our business, the nature and duration of which we cannot predict.

For example, after the September 11, 2001 terrorist attacks, we decided that the public interest would be best served by the presentation of continuous commercial-free coverage of the unfolding events on our stations. This temporary policy had a material adverse effect on our advertising revenues and operating results for the month of September 2001. Future events like those of September 11, 2001 may cause us to adopt similar policies, which could have a material adverse effect on our advertising revenues and operating results.

Additionally, the attacks on the World Trade Center on September 11, 2001 resulted in the destruction of the transmitter facilities that were located there. Although we had no transmitter facilities located at the World Trade Center, broadcasters that had facilities located in the destroyed buildings experienced temporary disruptions in their ability to broadcast. Since we tend to locate transmission facilities for stations serving urban areas on tall buildings or other significant structures, such as the Empire State Building in New York, further terrorist attacks or other disasters could cause similar disruptions in our broadcasts in the areas affected. If these disruptions occur, we may not be able to locate adequate replacement facilities in a cost-effective or timely manner or at all. Failure to remedy disruptions caused by terrorist attacks or other disasters and any resulting degradation in signal coverage could have a material adverse effect on our business and results of operations.

Similarly, hurricanes, floods, tornadoes, earthquakes, wild fires and other natural disasters can have a material adverse effect on our operations in any given market. While we generally carry property insurance covering such catastrophes, we cannot be sure that the proceeds from such insurance will be sufficient to offset the costs of rebuilding or repairing our property or the lost income.

FORWARD-LOOKING STATEMENTS

This Proxy Statement/Offer to Exchange includes or incorporates forward-looking statements. You can identify these forward-looking statements by our use of words such as “intend,” “plan,” “may,” “will,” “project,” “estimate,” “anticipate,” “believe,” “expect,” “continue,” “potential,” “opportunity” and similar expressions, whether in the negative or affirmative. We cannot guarantee that we will achieve these plans, intentions or expectations. All statements regarding our expected financial position, business and financing plans are forward-looking statements.

Actual results or events could differ materially from the plans, intentions and expectations disclosed in the forward-looking statements we make. We have included important facts in various cautionary statements in this report that we believe could cause our actual results to differ materially from forward-looking statements that we make. These include, but are not limited to, the factors described in “Risk Factors.”

The forward-looking statements do not reflect the potential impact of any future acquisitions, mergers or dispositions. We undertake no obligation to update or revise any forward-looking statements because of new information, future events or otherwise.

THE TRANSACTIONS

On April 26, 2010, JS Acquisition entered into the Letter of Intent with respect to the Transactions. On May 6, 2010, JS Acquisition was recapitalized so that Mr. Smulyan held all 10 shares of JS Acquisition Class B Common Stock and all 1,000,000 shares of JS Acquisition Class A Common Stock. Also on May 6, 2010, Mr. Smulyan contributed the JS Acquisition Class A Common Stock to JS Parent.

Based on the framework laid out in the Letter of Intent, JS Parent and Alden have structured the Transactions, which may result in Emmis being taken private by JS Parent. The Transactions are described below.

JS Acquisition Tender Offer

JS Acquisition has launched the JS Acquisition Tender Offer, which is an offer to purchase, for cash, all of the outstanding shares of Class A Common Stock not beneficially owned by the Purchaser Group (other than the Retained Shares) and Alden and the Rollover Shares. The offer price is $2.40 per share in cash, without interest and less applicable withholding taxes. The JS Acquisition Tender Offer is made upon the terms and subject to the conditions set forth in the combined Third-Party Tender Offer Statement and Rule 13e-3 Transaction Statement filed by JS Acquisition and JS Parent on Schedule TO with the SEC (the “Schedule To”).

JS Acquisition’s obligation to complete the JS Acquisition Tender Offer is conditioned on:


	•	the Merger agreement not having been terminated in accordance with its terms;

	•	no material breach by Emmis of its representations and warranties under the Merger agreement having occurred;

	•	Emmis having performed and complied in all material respects with all covenants and agreements required by the Merger agreement;

	•	the tender of shares of Class A Common Stock, that, when combined with the Rollover Shares and the shares of Common Stock beneficially owned by the Purchaser Group and the Alden Fund, will constitute a majority of the votes able to be cast with respect to the Merger (as defined below). Based on the number of outstanding shares as of May 17, 2010, a minimum of approximately 32.8% of our Class A Common Stock would need to be tendered and not withdrawn for this condition to be satisfied;

	•	the Committee not having made an adverse recommendation or an adverse change in its recommendation with respect to the JS Acquisition Tender Offer;

	•	the payment to JS Parent by Alden Media of the purchase price for its investment in JS Parent under the Alden Purchase Agreement;

	•	obtaining the required votes for the Proposed Amendments; and

	•	the effectiveness of the Proposed Amendments.

	•	there shall not have been instituted any action, proceeding or application by any U.S. or non-US. court, government or governmental authority or other U.S. or non-US. regulatory or administrative agency or commission (each, a “Governmental Entity”) which, directly or indirectly:


		challenges the acquisition by JS Acquisition of the Class A Common Stock, seeks to restrain, delay, enjoin, make illegal or otherwise prohibit the consummation of the JS Acquisition Tender Offer, the Exchange Offer or the Merger or seeks to obtain any material damages as a result of, or otherwise adversely affects, the JS Acquisition Tender Offer, the Exchange Offer or the Merger,

		seeks to prohibit or impose material limitations on JS Acquisition’s acquisition, ownership or operation of all or any material portion of its or Emmis’ business or assets (including the business or assets of their respective affiliates and subsidiaries), or of all or any of the Class A Common Stock


		(including, without limitation, the right to vote the Class A Common Stock purchased by JS Acquisition, on an equal basis with all other shares of Class A Common Stock, on all matters presented to the shareholders of Emmis), or seeks to compel JS Acquisition to dispose of or hold separate all or any material portion of its own or Emmis’ business or assets (including the business or assets of their respective affiliates and subsidiaries) as a result of the JS Acquisition Tender Offer, the Exchange Offer or the Merger,


		reasonably would be expected to have a material adverse effect on Emmis, or result in a diminution in the value of the Class A Common Stock or in the value of Emmis’ or JS Acquisition’s assets, in each case by more than $5 million or

		seeks to impose any condition to the JS Acquisition Tender Offer, the Exchange Offer or the Merger that is materially burdensome to JS Acquisition;


	•	there shall not have been entered or issued any preliminary or permanent judgment, order, decree, ruling or injunction or any other action taken by any Governmental Entity which, directly or indirectly:


		restrains, delays, enjoins, makes illegal or otherwise prohibits the consummation of the Offer or the Merger or awards material damages as a result of, or otherwise adversely affects, the JS Acquisition Tender Offer, the Exchange Offer or the Merger,

		prohibits or imposes material limitations on JS Acquisition’s acquisition, ownership or operation of all or any material portion of its or Emmis’ business or assets (including the business or assets of their respective affiliates and subsidiaries), or of all or any of the Class A Common Stock (including, without limitation, the right to vote the Class A Common Stock purchased by JS Acquisition, on an equal basis with all other shares of Class A Common Stock, on all matters presented to the shareholders of Emmis), or compels JS Acquisition to dispose of or hold separate all or any material portion of its own or Emmis’ business or assets (including the business or assets of their respective affiliates and subsidiaries) as a result of the JS Acquisition Tender Offer, the Exchange Offer or the Merger,

		reasonably would be expected to have a material adverse effect on Emmis, or result in a diminution in the value of the Class A Common Stock or in the value of Emmis’ or JS Acquisition’s assets, in each case by more than $5 million or

		imposes any condition to the JS Acquisition Tender Offer, the Exchange Offer or the Merger that is materially burdensome to JS Acquisition;


	•	there shall not have been any statute, including without limitation any state anti-takeover statute, or any rule, decree, regulation, order or injunction, that is enacted, entered, enforced or deemed applicable or has become applicable or is asserted to be applicable directly or indirectly to the JS Acquisition Tender Offer, the Exchange Offer or the Merger that would, directly or indirectly, result in any of the consequences referred to in the sub-bullets of the preceding bullet;

	•	JS Acquisition shall not have become aware that governmental or third-party consents, waivers or approvals necessary for the consummation of the JS Acquisition Tender Offer, the Exchange Offer or the Merger have not been obtained and the failure to obtain such consents, waivers or approvals would reasonably be expected to have a material adverse effect on Emmis; or

	•	there shall have occurred any change, event or occurrence arising since the date that the JS Acquisition Tender Offer commenced that had or would reasonably be expected to have, individually or in the aggregate, a material adverse effect on Emmis.

The minimum tender condition cannot be waived by JS Acquisition.

Alden Purchase Agreement

Simultaneously with completion of the JS Acquisition Tender Offer, Alden Media will provide all necessary funds for the JS Acquisition Tender Offer and the other Transactions, under the Alden Purchase Agreement. A conformed copy of the Alden Purchase Agreement is attached to this Proxy Statement/Offer to Exchange as Appendix II, and this summary is qualified in its entirety by reference to the Alden Purchase Agreement. You should read the Alden Purchase Agreement in its entirety.

Alden Purchase Agreement

General. Under the Alden Purchase Agreement, Alden Media has agreed, and the Alden Fund and Alden Global Value Recovery Master Fund, L.P. (the “Alden Funds”) have agreed to cause Alden Media, to purchase from JS Parent and JS Parent has agreed to sell to Alden JS Parent Preferred Interests and JS Parent Common Interests for an aggregate purchase price of $90,000,000. The purchase price payable by Alden Media may be increased to the extent funds are required to provide cash consideration in the Merger to holders of Existing Preferred Stock that do not tender their shares in the Exchange Offer or convert their shares into shares of Class A Common Stock prior to the Merger and/or to pay certain expenses in connection with the Transactions. The Alden Funds agreed to provide Alden Media with sufficient funds to satisfy its purchase price obligations. JS Parent will use the proceeds of the transaction to finance the Offer and the Merger.

Each of JS Parent the Alden Funds and Alden Media made representations and warranties relating to, among other things:


	•	due organization, valid existence and, to the extent applicable, good standing;

	•	corporate power and authority to enter into and perform its obligations under, and the enforceability of, the Alden Purchase Agreement;

	•	the absence of conflicts with or defaults under organizational documents, other contracts and applicable law;

	•	the absence of governmental authorization needed to approve the Alden Purchase Agreement and the Transactions;

	•	the absence of litigation that would materially impair its ability to complete the Transactions;

	•	the absence of any agreement to pay broker or other similar fees; and

	•	the exclusivity of the representations and warranties made.

In addition, JS Parent made representations and warranties relating to, among other things:


	•	its capital structure;

	•	the operations of newly-formed entities;

	•	the organization and qualification of Emmis and its subsidiaries;

	•	the capital structure and existence of Emmis and its subsidiaries and the absence of conflicts with or defaults under applicable law or the organizational documents, by-laws or governmental permits of Emmis or its subsidiaries;

	•	the completeness and accuracy of Emmis’ filings with the SEC;

	•	the absence of certain related party transactions;

	•	the filing of material tax returns and payment of taxes by Emmis and its subsidiaries;

	•	the controls and procedures that Emmis maintains with respect to financial reporting;

	•	the ownership of or possession of valid licenses to use various intellectual property that is material to the business of Emmis and its subsidiaries;


	•	the validity of Emmis and its subsidiaries’ ownership interests in their respective owned properties, assets and rights and the validity of their leasehold or licensed interests in their respective leasehold or licensed properties, assets and rights;

	•	the absence of any material changes in the business of Emmis and its subsidiaries;

	•	the absence of any undisclosed liabilities on the balance sheets of Emmis or its subsidiaries that are required to be disclosed by generally accepted accounting principles in the United States;

	•	the absence of litigation involving Emmis or its subsidiaries that would have a materially adverse effect on JS Parent, Emmis or any of Emmis’ subsidiaries; and

	•	the sufficiency of the assets of Emmis and its subsidiaries to operate and conduct their business.

Finally Alden Media represented and warranted, among other things, that:


	•	it and its affiliates have good title to their shares of Class A Common Stock and that they have full power and authority to vote them;

	•	it has, and the Alden Funds will cause Alden Media to have sufficient cash on hand and/or unexpired and unconditioned capital commitments from its investors that are sufficient to enable it to pay the purchase price; and

	•	it meets the necessary requirements to own the JS Parent Preferred Interests and the JS Parent Common Interests.

Covenants and Agreements; Conditions Precedent. JS Parent, the Alden Funds and Alden Media agreed to make all filings and submissions required by law and cooperate with each other to ensure such filings and submissions are timely made. The parties also agreed to use reasonable best efforts and to act in good faith to take all actions reasonably necessary, proper or advisable under applicable law to consummate the transactions contemplated by the Alden Purchase Agreement. JS Parent and Mr. Smulyan, to the extent Mr. Smulyan believes in good faith that such action would not constitute a breach of his fiduciary duties, agreed to cause Emmis and Emmis Operating Company to conduct their respective businesses in the ordinary course of business consistent with past practice, to preserve them intact and not to take certain actions, including and with various exceptions:


	•	amending certain organizational documents,

	•	issuing certain new equity interests,

	•	paying certain dividends or distributions,

	•	making changes to governmental permits,

	•	granting severance or termination pay,

	•	making certain acquisitions,

	•	incurring certain indebtedness,

	•	making certain changes to their accounting practices,

	•	making certain changes to their capital structures,

	•	making certain capital expenditures,

	•	settling certain claims,

	•	adopting a plan of liquidation, dissolution, merger or other reorganization or commencing any proceedings in bankruptcy,

	•	transferring or encumbering certain assets, or


	•	entering into transactions with affiliates or engaging in activity which would pose a material risk that JS Parent may be treated, for U.S. federal income tax purposes, as engaged in a trade or business.

Notwithstanding anything to the contrary in the Alden Purchase Agreement, Mr. Smulyan has executed the Alden Purchase Agreement in his capacity as a shareholder of Emmis and the Alden Purchase Agreement does not restrict Mr. Smulyan’s ability to exercise his fiduciary duties as a director or officer of Emmis.

In addition, JS Parent agreed not to amend or waive any of the conditions to the Offer or otherwise amend any of the material terms and conditions of the JS Acquisition Tender Offer without Alden Media’s prior written approval. Mr. Smulyan has covenanted to vote and to cause his affiliates to vote all of his and their shares of Common Stock except for Mr. Smulyan’s options to purchase shares of Common Stock, in favor of the Proposed Amendments, the Merger and any other actions required to complete the Transactions and to grant and appoint Alden Media as its proxy and attorney-in-fact to vote its shares of Common Stock to that effect. The Alden Funds and Alden Media have also covenanted to vote all of their shares of Class A Common Stock in favor of the Proposed Amendments, the Merger and any other actions required to complete the Transactions and to grant and appoint JS Acquisition as its proxy and attorney-in-fact to vote its shares of Class A Common Stock to that effect. The Alden Funds and Alden Media have also covenanted not to trade in the shares of Common Stock or other securities of Emmis pending the successful completion of the Offer.

The parties’ obligations to consummate the transactions under the Alden Purchase Agreement are conditioned upon the representations and warranties being true and correct and compliance with the covenants (subject to materiality qualifications), the absence of governmental orders preventing the consummation of the Transactions, the appointment or election of a person nominated by Alden to the Board, the continuation of Mr. Smulyan as Chief Executive Officer of Emmis, certain amendments to Emmis’ articles of incorporation, the delivery of an opinion of JS Parent’s counsel to Alden Media, the satisfaction or waiver of the conditions to the Offer and the execution and delivery of the Merger Agreement.

Indemnification. JS Acquisition and Alden Media agreed to, and the Alden Funds agreed to cause Alden Media to, indemnify each other for (i) any inaccuracy in or breach of any representation or warranty made in the Alden Purchase Agreement, (ii) any failure to perform under the Alden Purchase Agreement or (iii) any actions, suits, proceedings, demands, assessments, judgments, damages, awards, costs and expenses related to the foregoing, except that neither party has any liability unless the losses for which the other party seeks indemnification exceed $7,500,000 (the “Deductible”). In addition, no individual loss or series of related losses is applied toward the Deductible if the loss or series of related losses amounts to less than $50,000. Except with respect to fraud or other intentional conduct or representations regarding due organization, authority to execute and perform the Alden Purchase Agreement, JS Parent’s capital structure, the Alden Fund’s title to their shares of Class A Common Stock and the absence of any agreement to pay broker or other similar fees, for which the indemnifications do not terminate, the indemnifications under the Alden Purchase Agreement will terminate on June 30, 2011.

Termination. The Alden Purchase Agreement may be terminated:


	•	by mutual agreement of JS Acquisition and Alden Media (with the consent of Emmis);

	•	by JS Acquisition or Alden Media upon prior written notice, if (i) JS Parent has not commenced the JS Acquisition Tender Offer or (ii) Emmis has not commenced the Exchange Offer, in each case as of the close of business on the date which is ten (10) business days after the effective date of the Alden Purchase Agreement;

	•	by JS Parent or Alden Media upon prior written notice, if any of the conditions have not been satisfied as of the close of business on September 24, 2010 (the “Outside Date”);

	•	by JS Parent or Alden Media if any final, non-appealable order, decree or ruling is issued that prohibits the consummation of any of the transactions contemplated by the Alden Purchase Agreement;

	•	by JS Parent or Alden Media if there has been a material inaccuracy in or material breach by the other of any representation or warranty or material breach of any covenant or agreement that causes any condition to be incapable of being satisfied by the Outside Date; or


	•	by JS Parent, if as a result of the action or inaction by Alden Media, the closing of the transactions contemplated by the Alden Purchase Agreement has not occurred on or prior to two (2) business days after the satisfaction or waiver of the conditions.

Expenses. The parties also agreed that, at the closing, JS Parent will reimburse Alden Media and Mr. Smulyan for their respective expenses related to the transactions contemplated, except that JS Parent will not reimburse Alden Media for any expenses in excess of $1,000,000. In addition, if the Alden Purchase Agreement is terminated by Alden Media because of a material inaccuracy in or breach of any representation or warranty or a material breach of or failure to perform any covenant or agreement contained in the Alden Purchase Agreement, then JS Parent has agreed to, and Mr. Smulyan has agreed to cause JS Parent to, reimburse Alden Media for its expenses not in excess of $1,000,000. If the Alden Purchase Agreement is terminated for any other reason listed above, then each party will bear its own expenses.

The Merger

On May 25, 2010, Emmis, JS Parent and JS Acquisition entered into the Merger Agreement, under which JS Acquisition will merge with and into Emmis, with Emmis remaining as the surviving corporation as a subsidiary of JS Parent and Mr. Smulyan (the “Surviving Corporation”). A conformed copy of the Merger Agreement is attached to this Proxy Statement/Offer to Exchange as Appendix III, and this summary is qualified in its entirety by reference to the Merger Agreement. You should read the Merger Agreement in its entirety. Mr. Smulyan will hold all of the shares of a newly issued class of voting common stock of Emmis, and JS Acquisition will hold all of the shares of a newly issued class of non-voting common stock of Emmis. Shares of Class A Common Stock that are not tendered in the JS Acquisition Tender Offer would be converted into the right to receive $2.40 in cash, without interest and less any applicable withholding taxes, (or any higher price per share of Class A Common Stock that is paid in the JS Acquisition Tender Offer) upon consummation of the Subsequent Merger.

If the JS Acquisition Tender Offer and this Exchange Offer are completed and the Proposed Amendments are adopted and effected, to the extent required by Indiana law, we will seek the affirmative votes of holders of Common Stock (a majority of which will be beneficially owned, following the JS Acquisition Tender Offer, by Mr. Smulyan and the Alden Fund) to approve the Merger. The Merger is subject to the satisfaction or waiver of certain conditions, including the adoption of the Merger Agreement by the Emmis shareholders by the affirmative vote of a majority of all votes entitled to be cast. If the various minimum conditions in the JS Acquisition Tender Offer are satisfied, the Purchaser Group and the Alden Fund would have sufficient voting power to approve the Merger without the affirmative vote of any other shareholder of Emmis.

The Committee, at a meeting duly called and held, has (i) determined that the JS Acquisition Tender Offer and the Merger are advisable and fair to and in the best interests of Emmis and the holders of shares of Class A Common Stock (other than the shares of Class A Common Stock beneficially owned by the Purchaser Group, the Rolling Shareholders and Alden) (such holders, the “Unaffiliated Shareholders”) and (ii) recommended that the Board unanimously adopt resolutions, on the terms and subject to the conditions of the Merger Agreement and in accordance with the IBCL (a) determining that it is advisable and fair to and in the best interests of Emmis and the Unaffiliated Shareholders for JS Parent to acquire Emmis on the terms and subject to the conditions set forth in the Merger Agreement, (b) approving and adopting the Merger Agreement, the JS Acquisition Tender Offer and the Merger and (c) recommending that the Unaffiliated Shareholders accept the JS Acquisition Tender Offer, tender their shares of Class A Common Stock in the JS Acquisition Tender Offer and approve the Merger and the Merger Agreement (to the extent required by the IBCL) (the “Committee Recommendation”).

The Board, acting on the Committee Recommendation, at a meeting duly called and held, has unanimously, on the terms and subject to the conditions of the Merger Agreement and in accordance with the IBCL (i) determined that it is advisable and fair to and in the best interests of Emmis and the Unaffiliated Shareholders for JS Parent to acquire Emmis on the terms and subject to the conditions set forth in the Merger Agreement, (ii) approved and adopted the Merger Agreement, the JS Acquisition Tender Offer and the Merger and (iii) recommended that the Unaffiliated Shareholders accept the JS Acquisition Tender Offer, tender their

shares of Class A Common Stock in the JS Acquisition Tender Offer and approve the Merger and the Merger Agreement (to the extent required by the IBCL) (the “Board Recommendation”).

Merger Agreement

The JS Acquisition Tender Offer. Provided that no event has occurred that, had the JS Acquisition Tender Offer been commenced, would give rise to a right to terminate the JS Acquisition Tender Offer under the Merger Agreement, JS Acquisition has agreed to commence the JS Acquisition Tender Offer no later than 5:00 p.m., New York City time on June 3, 2010. On the date of commencement of the JS Acquisition Tender Offer, JS Acquisition will (i) file or cause to be filed with the SEC the Schedule TO, the related offer to purchase, letter of transmittal and other related documents relating to the JS Acquisition Tender Offer (collectively, the “JS Acquisition Tender Offer Documents”) and (ii) cause the JS Acquisition Tender Offer Documents to be disseminated to the holders of the Class A Common Stock as and to the extent required by applicable law. Subject to the terms and conditions thereof, the JS Acquisition Tender Offer will remain open for at least 20 business days following the commencement of the JS Acquisition Tender Offer. JS Acquisition may waive or make changes to any of the conditions to the JS Acquisition Tender Offer, except that, without Emmis’ prior consent, which consent requires the approval of the Committee, it will not:


	•	decrease the amount or change the form of the consideration to be paid or decrease the number of shares of Class A Common Stock sought in the JS Acquisition Tender Offer;

	•	waive the Minimum Tender Condition;

	•	amend any other term of the JS Acquisition Tender Offer in a manner adverse to the Unaffiliated Shareholders;

	•	add to, amend or modify the conditions to the JS Acquisition Tender Offer in a manner adverse to the Unaffiliated Shareholders;

	•	extend the expiration date of the JS Acquisition Tender Offer, other than (i) for successive periods not to exceed 10 business days each, until the conditions to the JS Acquisition Tender Offer are satisfied or waived, if any of the conditions is not satisfied or waived on any scheduled expiration date of the JS Acquisition Tender Offer, and (ii) for the minimum period required by any rule, regulation, interpretation or position of the SEC applicable to the JS Acquisition Tender Offer or any period otherwise required by applicable law, but in no event beyond the End Date (as defined below).

JS Acquisition will accept for payment and pay for, promptly after the expiration of the JS Acquisition Tender Offer, all shares of Class A Common Stock (i) validly tendered and not withdrawn pursuant to the JS Acquisition Tender Offer and (ii) validly tendered in any subsequent offering period (the date on which shares of Class A Common Stock are first accepted for payment, the “Acceptance Date”).

Each of JS Acquisition, JS Parent and Emmis will promptly correct any information provided by it or any of its affiliates for use in the Schedule TO and the JS Acquisition Tender Offer Documents, if and to the extent that such information shall have become false or misleading in any material respect, and will use reasonable best efforts to cause the Schedule TO as so corrected to be filed with the SEC and the JS Acquisition Tender Offer Documents as so corrected to be disseminated to holders of shares of Class A Common Stock, in each case as and to the extent required by applicable U.S. federal securities laws.

Action by Emmis. Pursuant to the Merger Agreement, Emmis approves of and consents to the Offer and Merger and represents and warrants that the Board acting on the Committee Recommendation, at a meeting duly called and held, has made the Board Recommendation.

Emmis will file with the SEC on the date that JS Acquisition files the JS Acquisition Tender Offer Documents, a Solicitation/Recommendation Statement on Schedule 14D-9 pertaining to the JS Acquisition Tender Offer (together with any amendments or supplements thereto, the “Schedule 14D-9”). Emmis will use its reasonable best efforts to mail such Schedule 14D-9 to the shareholders of Emmis concurrently with the mailing of the JS Acquisition Tender Offer Documents. The Schedule 14D-9 will comply in all material

respects with the provisions of applicable federal securities laws and, on the date filed with the SEC and on the date first published, sent or given to Emmis’ shareholders and at the Acceptance Time, shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. No representation is made by Emmis with respect to information supplied by JS Parent or JS Acquisition in writing for inclusion in the Schedule 14D-9. Emmis, JS Parent and JS Acquisition each will promptly correct any information provided by it for use in the Schedule 14D-9, if and to the extent that such information shall have become false or misleading in any material respect. Emmis will take all steps necessary to cause the Schedule 14D-9, as so corrected to be filed with the SEC and disseminated to the holders of Class A Common Stock as and to the extent required by applicable federal securities laws.

The Exchange Offer. Provided that no event shall have occurred and be continuing that, had the Exchange Offer been commenced, would give rise to a right to terminate the Exchange Offer under the Merger Agreement, Emmis will file with the SEC this Proxy Statement/Offer to Exchange and the related letter of transmittal (together with amendments or supplements thereto, the “Exchange Offer Documents”) no later than 5:00 p.m., New York City time on June 3, 2010. Immediately following the receipt by Emmis of SEC clearance of the Exchange Offer Documents, Emmis will (i) commence the Exchange Offer and (ii) cause the Exchange Offer Documents to be disseminated to its shareholders as and to the extent required by applicable law. In accordance with the IBCL, the Articles of Incorporation, Second Amended and Restated Code of By-laws of Emmis (as amended and restated from time to time, the “By-laws”), the Exchange Act and any applicable rules of NASDAQ, Emmis will, as promptly as possible after the date of the Merger Agreement, call a special meeting of its shareholders to vote on the Proposed Amendments. Emmis will set as the record date for such meeting, a date that is satisfactory to JS Acquisition. Subject to the terms and conditions thereof, the Exchange Offer will remain open for at least 20 business days following the commencement of the Exchange Offer. Upon receipt of the approval of Emmis’ shareholders of the Proposed Amendments and subject to the satisfaction of the other conditions of the JS Acquisition Tender Offer, Emmis will file the Proposed Amendments with the Secretary of State of the State of Indiana and use its reasonable best efforts to make the Proposed Amendments effective. Emmis may waive or make changes to any of the conditions to the Offer, except that, without the prior consent of JS Acquisition, it will not:


	•	decrease the amount or change the form of the consideration to be paid or decrease the number of shares of Existing Preferred Stock sought in the Exchange Offer;

	•	add to, amend or modify the conditions to the Exchange Offer in a manner adverse to the Unaffiliated Shareholders and the holders of Existing Preferred Stock (other than Alden);

	•	amend any other term of the Exchange Offer in a manner adverse to the Unaffiliated Shareholders and the holders of shares of Existing Preferred Stock (other than Alden); and

	•	extend the expiration date of the Exchange Offer, other than (i) from time to time for successive periods not to exceed 10 business days each, until the conditions to the Exchange Offer are satisfied or waived if any of the conditions is not satisfied or waived on any scheduled expiration date of the Exchange Offer, and (ii) for the minimum period required by any rule, regulation, interpretation or position of the SEC or the staff thereof applicable to the Exchange Offer or any period otherwise required by applicable law, but in no event may Emmis extend the Exchange Offer beyond the End Date (as defined below).

Emmis will accept for exchanging and exchange for, promptly after the expiration of the Exchange Offer, all shares of Existing Preferred Stock validly tendered and not withdrawn pursuant to the Exchange Offer. Each of Emmis, JS Parent and JS Acquisition will promptly correct any information provided by it or any of its affiliates for use in the Exchange Offer Documents if and to the extent that such information shall have become false or misleading in any material respect. Emmis will use reasonable best efforts to cause the Exchange Offer Documents as so corrected to be filed with the SEC and the Exchange Offer Documents as so corrected to be disseminated to its shareholders, in each case as and to the extent required by applicable U.S. federal securities laws.

The Merger. After the consummation of the JS Acquisition Tender Offer, and subject to the satisfaction or waiver of certain conditions set forth in the Merger Agreement, the Merger will be consummated. The Surviving Corporation will then possess all the rights, powers, privileges and franchises and be subject to all of the obligations, liabilities, restrictions and disabilities of Emmis and JS Acquisition, all as provided under Indiana law.

Immediately prior to the effective time of the Merger (the “Effective Time”):


	•	each share of Class A Common Stock held by the Purchaser Group (except for the Retained Shares) and each Rollover Share of the Rolling Shareholders will be contributed to Emmis in consideration for JS Parent Common Interests; and

	•	all shares of Class B Common Stock (other than the Retained Shares), all of which are held by Mr. Smulyan, will be contributed to Emmis and cancelled, in consideration for JS Parent Common Interests.

At the Effective Time of the Merger:


	•	each share of Class A Common Stock remaining outstanding, including outstanding restricted stock with respect to shares of Class A Common Stock that became fully vested immediately prior to the Effective Time (other than Class A Common Stock held by JS Parent or Emmis), will be converted into the right to receive $2.40 in cash (without interest and less any applicable withholding taxes) from Emmis (“Common Merger Consideration”);

	•	each outstanding share of Existing Preferred Stock held by the Alden Fund will be converted into New Notes at a rate of $30.00 principal amount of New Notes per $50.00 of liquidation preference of Existing Preferred Stock, excluding accrued and unpaid dividends (“Alden Preferred Merger Consideration”);

	•	each other outstanding share of Existing Preferred Stock will be converted into the right to receive $5.856 in cash (without interest and less any applicable withholding taxes) from Emmis, which is equal to the conversion rate of the Existing Preferred Stock of 2.44 shares of Class A Common Stock per share times the $2.40 in cash (without interest and less any applicable withholding taxes) per share of Class A Common Stock that is being offered in the JS Acquisition Tender Offer (the “Preferred Merger Consideration”, and together with the Common Merger Consideration, the “Cash Merger Consideration” and the Cash Merger Consideration together with the Alden Preferred Merger Consideration, the “Merger Consideration”);

	•	each share of Class A Common Stock and each share of Class B Common Stock held by JS Acquisition or Emmis shall be cancelled without consideration;

	•	each share of JS Acquisition Class A Common Stock will be converted into one share of new nonvoting common stock of Emmis; and

	•	each share of JS Acquisition Class B Common Stock will be converted into one share of new voting common stock of Emmis.

As of the Effective Time, all shares of Class A Common Stock and Class B Common Stock, stock options that were held by Mr. Smulyan, Existing Preferred Stock, shares of JS Acquisition Class A Common Stock and shares of JS Acquisition Class B Common Stock outstanding immediately prior to the Effective Time will be cancelled and retired.

Dissenting Shares. To the extent S23-1-44 IBCL is applicable, shares of Class A Common Stock outstanding immediately prior to the Effective Time and held by a holder of record who has not voted in favor of the Merger or consented thereto in writing and who has notified Emmis in writing of his or her intent to dissent prior to the taking of the vote on the Merger and complied with other requirements under Indiana law, shall not be converted into the right to receive the applicable Merger Consideration, but will instead only have certain rights under Indiana law to dissent and demand payment of the fair value of their shares of Class A Common Stock. However, if such shareholder fails to perfect, withdraws or loses the right to dissent, then,

such holder’s shares of Class A Common Stock shall automatically be converted into the right to receive the applicable Merger Consideration.

Stock Options. At or immediately prior to the Effective Time, each option to purchase shares of Class A Common Stock outstanding under any stock option or compensation plan or arrangement of Emmis, other than those held by Mr. Smulyan, whether or not vested or exercisable, will vest and be cancelled. Emmis will pay the holder of such option at or promptly after the Effective Time an amount in cash equal to the product of (i) the excess, if any, of the Common Merger Consideration over the applicable exercise price per share of Class A Common Stock of such option and (ii) the number of shares of Class A Common Stock such holder could have purchased (assuming full vesting of such option) had such holder exercised such option in full immediately prior to the Effective Time.

Restricted Stock Units. At or immediately prior to the Effective Time, each restricted stock unit with respect to shares of Class A Common Stock outstanding under any stock option or compensation plan or arrangement of Emmis (a “RSU”), whether or not vested, shall vest and be cancelled, and Emmis shall pay the holder of any such RSU at or promptly after the Effective Time an amount in cash equal to the product of (i) the Common Merger Consideration and (ii) the number of shares of Class A Common Stock such holder could have received (assuming full vesting of such RSU) had such RSU been settled immediately prior to the Effective Time.

Articles of Incorporation; By-laws. At the Effective Time, the Articles of Incorporation and By-laws of Emmis will be amended to be identical to the articles of incorporation and by-laws of JS Acquisition in effect immediately prior to the Effective Time, except that references to JS Acquisition will be replaced with references to “Emmis Communications Corporation”, and as so amended will be the articles of incorporation and by-laws of the Surviving Corporation until thereafter amended in accordance with Indiana law.

Directors and Officers. Until successors are duly elected or appointed and qualified in accordance with Indiana law, the directors and officers of JS Acquisition will be the directors and officers of the Surviving Corporation.

Representations and Warranties. Subject to certain conditions specified in the Merger Agreement, each of Emmis, JS Parent and JS Acquisition will make representations and warranties relating to, among other things:


	•	due organization, valid existence and, to the extent applicable, good standing;

	•	corporate power and authority to enter into and perform its obligations under, and the enforceability of, the Merger Agreement;

	•	the absence of governmental authorization needed to approve the Merger Agreement and the transactions contemplated thereby;

	•	the absence of conflicts with or defaults under organizational documents, other contracts and applicable law; and

	•	the absence of any agreement to pay finders’ fees or other similar fees.

Emmis will also make representations and warranties relating to, among other things:


	•	its capital structure and the capital structure of its subsidiaries;

	•	Emmis’ SEC filings, including the Exchange Offer Documents and other disclosure documents to be filed by Emmis in connection with the Merger Agreement;

	•	the Committee Recommendation and the Board Recommendation;

	•	the absence of certain related party transactions;

	•	the filing of material tax returns and payment of taxes by Emmis and its subsidiaries;

	•	the controls and procedures that Emmis maintains with respect to financial reporting;


	•	the ownership of or possession of valid licenses to use various intellectual property that is material to the business of Emmis and its subsidiaries;

	•	the validity of Emmis and its subsidiaries’ ownership interests in their respective owned properties, assets and rights and the validity of their leasehold or licensed interests in their respective leasehold or licensed properties, assets and rights;

	•	the absence of any material changes in the business of Emmis and its subsidiaries;

	•	the absence of any undisclosed liabilities on the balance sheets of Emmis or its subsidiaries that are required to be disclosed by generally accepted accounting principles in the United States;

	•	the absence of litigation involving Emmis or its subsidiaries that would have a materially adverse effect on Emmis or any of Emmis’ subsidiaries;

	•	the receipt by the Committee of an opinion of the financial advisor to the Committee to the effect that, as of the date of such opinion, the Offer Price to be received by the Unaffiliated Shareholders pursuant to the JS Acquisition Tender Offer and the Merger is fair from a financial point of view to such Shareholders;

	•	the inapplicability of state takeover statutes or regulations to the JS Acquisition Tender Offer or the Merger;

	•	the sufficiency of the assets of Emmis and its subsidiaries to operate and conduct their business;

	•	the adoption by the Board of certain resolutions; and

	•	the exclusivity of the representations and warranties made.

Each of JS Parent and JS Acquisition will also make customary representations and warranties to Emmis with respect to, among other things:


	•	JS Parent and JS Acquisition’s SEC filings, including the JS Acquisition Tender Offer Documents and other disclosure documents to be filed by JS Parent and JS Acquisition;

	•	information furnished to Emmis to be included in its SEC filings, including the Exchange Offer Documents and other disclosure documents to be filed by Emmis in connection with the Merger Agreement; and

	•	sufficiency of funds to complete the JS Acquisition Tender Offer, the Merger and the other transactions contemplated by the Merger Agreement, and payment of all fees and expenses relating to such transactions.

Interim Operating Covenants. From the date of the Merger Agreement until the Acceptance Date, Emmis will conduct its operations and its subsidiaries’ operations in all material respects in the ordinary course of business consistent with past practice and use its reasonable best efforts to preserve intact its businesses and relationships with key customers, regulators, suppliers, lessors, licensors, creditors, officers and employees, in all material respects. In addition, during that same period, except as expressly permitted by the terms of the Merger Agreement, Emmis will not, and will not permit its subsidiaries to, take certain actions with respect to the following, subject to specified thresholds and exceptions, without JS Parent’s prior written consent, which consent shall not be unreasonably withheld, delayed or conditioned:


	•	amendments to the Articles of Incorporation, the By-laws or other similar organizational documents, except with respect to the Proposed Amendments;

	•	sales or issuances of additional shares of capital stock, any securities convertible into, or any rights, warrants or options to acquire, any such shares of capital stock;

	•	dividends, distributions or redemptions of stock;

	•	changes in its maintenance of governmental permits;


	•	the modification of employee benefits, compensation or other employment arrangements;

	•	any acquisition of assets or businesses for a purchase price in excess of $10 million individually, or $20 million in the aggregate;

	•	the incurrence of indebtedness for borrowed money;

	•	changes in financial accounting principles;

	•	changes to the terms of its capital stock;

	•	the incurrence of capital expenditures in excess of $5 million in the aggregate;

	•	the waiver, release, assignment, settlement or compromise of certain claims;

	•	the adoption of a plan of liquidation;

	•	the transfer or encumbrance of any of its assets;

	•	entering into certain transactions with affiliates; or

	•	resolutions, commitments or agreements to do any of the foregoing.

Adverse Recommendation Change. Emmis has covenanted that each of the Committee and the Board will make the Committee Recommendation and the Board Recommendation, respectively. Subject to certain conditions, at any time prior to the Acceptance Date, if the Committee determines in good faith that it would be inconsistent with its fiduciary duties under Indiana law to continue to recommend that the Unaffiliated Shareholders accept the JS Acquisition Tender Offer, tender their shares of Class A Common Stock in the JS Acquisition Tender Offer, and to the extent required by Indiana law, approve the JS Acquisition Tender Offer, the Merger and the Merger Agreement, then the Committee and the Board (acting upon the recommendation of the Committee) may withhold, withdraw, qualify or modify in a manner adverse to JS Parent the Committee Recommendation or the Board Recommendation or publicly recommend or announce its intention to take any action or make any statement inconsistent with the Committee Recommendation or the Board Recommendation (collectively, an “Adverse Recommendation Change”). The Committee or the Board’s making of an Adverse Recommendation Change will not affect Emmis’ obligation to call the Merger Meeting (as defined below), file the Merger Proxy (as defined below) with the SEC, deliver the Merger Proxy to the shareholders and comply with its other obligations under Section 6.05 of the Merger Agreement.

Other Covenants of Emmis. Emmis will promptly notify JS Parent of consents required from any additional persons, governmental notice or communications relating to the Merger Agreement or the transactions contemplated thereby, and any suits or proceedings commenced against Emmis or any of its subsidiaries that relate to the consummation of the Transactions. To the extent required under Indiana law, the Board will call a special meeting of Emmis shareholders to approve the Merger (the “Merger Meeting”) and will set a record date for such meeting immediately following the successful completion of the JS Acquisition Tender Offer and promptly file with the SEC and mail to the Emmis shareholders a proxy statement with respect to such meeting.

To the extent that approval of Emmis’ shareholders is required by Indiana law in order to consummate the Merger other than pursuant to § 23-1-40-4 of the IBCL, then, in accordance with the IBCL, the Articles of Incorporation and By-laws, the Exchange Act and any applicable rules of NASDAQ, as soon as practicable following the later of the Acceptance Time or the expiration of any subsequent offering period provided in accordance with Rule 14d-11 promulgated under the Exchange Act and permitted hereby, Emmis, in consultation with JS Parent, will, subject to the satisfaction of the Minimum Tender Condition, following the successful completion of the JS Acquisition Tender Offer, call the Merger Meeting and set as the record date for such meeting, the date that is one business day following the successful completion of the JS Acquisition Tender Offer and promptly file with the SEC a proxy statement, letter to shareholders, notice of meeting and form of proxy accompanying the proxy statement that will be provided to the shareholders in connection with the solicitation of proxies for use at the Merger Meeting, and any schedules required to be filed with the SEC in connection therewith (collectively, as amended or supplemented, the “Merger Proxy”). Emmis, JS Parent or

JS Acquisition, as the case may be, will furnish all information concerning Emmis, JS Parent or JS Acquisition as the other party hereto may reasonably request in connection with the preparation and filing with the SEC of the Merger Proxy. Subject to applicable law, Emmis will use reasonable best efforts to cause the Merger Proxy to be disseminated to its shareholders as promptly as practicable after the SEC clears the Merger Proxy. Emmis will cause the Merger Proxy, when filed with the SEC, to comply as to form in all material respects with the applicable requirements of the Exchange Act. At the time the Merger Proxy is first mailed to Emmis’ shareholders and at the time of the Merger Meeting, Emmis will cause the Merger Proxy not to contain any untrue statement of material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Further Emmis will make no filing of, or amendment or supplement to, or correspondence with the SEC or its staff with respect to the Merger Proxy without providing JS Parent a reasonable opportunity to review and comment thereon.

In addition, prior to the Effective Time, Emmis will take all such steps as may be required to cause any disposition or conversion of shares of Class A Common Stock in connection with the transactions contemplated by the Merger Agreement (including derivative securities with respect to such shares of Class A Common Stock) by each individual who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to Emmis to be exempt under Rule 16b-3 promulgated under the Exchange Act.

Covenants of JS Parent and JS Acquisition. JS Parent and JS Acquisition will vote their shares of Class A Common Stock in favor of the Proposed Amendments, the Merger and any other actions required to complete the Transactions. Subject to certain conditions, between the Effective Time and the sixth anniversary of the Effective Time, the Surviving Corporation will, and JS Parent will cause it to, agree to indemnify each of Emmis’ and its subsidiaries’ present and former directors and officers against any costs, expenses, judgments, fines, losses, claims, damages or liabilities incurred in connection with any claim, action, suit, proceeding or investigation, arising out of or related to such person’s service as a director or officer at or prior to the Effective Time, to the fullest extent permitted under Indiana law, an the articles of incorporation and by-laws of the Surviving Corporation will contain provisions regarding limitations on personal liability of directors and indemnification and advancement of expenses of officers and directors in respect of acts or omissions for six years after the Effective Time. The Surviving Corporation also will purchase directors’ and officers’ liability insurance coverage for Emmis’ directors and officers for a period of six years after the Effective Time which provides the same coverage as the directors’ and officers’ liability insurance previously provided by Emmis. Notwithstanding anything in the Merger Agreement or the Alden Purchase Agreement, JS Parent will not, without Emmis’ prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed) terminate the Alden Purchase Agreement pursuant to Section 8.1(a) thereof.

Covenants of JS Parent and Emmis. Each of Emmis, JS Parent and JS Acquisition will make all filings and submissions required by law and cooperate with each other to ensure such filings and submissions are timely made. Emmis, JS Parent and JS Acquisition will also use reasonable best efforts and act in good faith to take all actions reasonably necessary, proper or advisable under applicable law to consummate the transactions contemplated by the Merger Agreement and delist the shares of Class A Common Stock from the NASDAQ.

Conditions Precedent. The parties’ obligations to consummate the transactions under the Merger Agreement are conditioned upon:


	•	obtaining shareholder approval of the Merger at the Merger Meeting;

	•	the absence of any law, order or injunction prohibiting the consummation of the Merger; and

	•	JS Acquisition having purchased shares of Class A Common Stock pursuant to the JS Acquisition Tender Offer.

Termination. Subject to certain exceptions and conditions specified in the Merger Agreement, the Merger Agreement may be terminated prior to the Effective Time (notwithstanding receipt of shareholder approval of the Merger):


	•	by mutual written agreement of Emmis and JS Parent;


	•	by Emmis or JS Parent upon prior written notice if the Acceptance Date has not occurred on or before September 24, 2010 (the “End Date”);

	•	by Emmis or JS Parent if any final, non-appealable order, decree or ruling is issued that prohibits the consummation of JS Acquisition Tender Offer and the Merger;

	•	by JS Parent, if prior to the Acceptance Date, the Board has made an Adverse Recommendation Change; or

	•	by JS Parent, if prior to the Acceptance Date, Emmis has breached any representation or warranty or failed to perform any covenant or agreement that would cause certain conditions to the JS Acquisition Tender Offer to exist and be incapable of being by cured the End Date.

If the Merger Agreement is terminated in accordance with its terms, the Merger Agreement will become null and void and, subject to certain exceptions described below and in the Merger Agreement, there will be no liability on the part of Emmis, JS Parent or JS Acquisition. Nonetheless, no party will be relieved of any liability for its willful breach of the Merger Agreement.

JS Acquisition Operating Agreement

In connection with the Transactions, at the completion of the Exchange Offer and the JS Acquisition Tender Offer (which is at the time Alden Media purchases the JS Parent Preferred Interests and JS Parent Common Interests), Mr. Smulyan, Alden Media, the Rolling Shareholders, and JS Parent will enter into the amended and restated operating agreement for JS Parent. The form of the JS Parent amended and restated operating agreement, is attached to this Proxy Statement/Offer to Exchange as Appendix IV, and this summary is qualified in its entirety by reference to that agreement. You should read the amended and restated JS Parent operating agreement in its entirety.

JS Parent Preferred Interests

As part of the Transactions, JS Parent will issue to Alden Media, and Alden Media will purchase JS Parent Preferred Interests, with an initial preferred unrecovered capital of $96.9 million, subject to adjustment. The initial preferred unrecovered capital may be increased, to the extent funds are required to provide cash consideration in the Subsequent Merger to holders of Existing Preferred Stock that do not tender their shares in the Exchange Offer or convert the Existing Preferred Stock to Class A Common Stock or to pay certain expenses in connection with the Transactions. The JS Parent Preferred Interests will rank senior to all other classes of outstanding equity of JS Parent as to liquidation, dividends, redemptions and any other payment or distribution with respect to its equity interests.

The JS Parent Preferred Interests will be entitled to receive, at such time as the board of directors of JS Parent may determine, priority distributions at a rate of 5% per annum until the second anniversary of the date of the JS Parent operating agreement and 15% per annum from and after the second anniversary of the date of the JS Parent operating agreement in each case, accruing monthly and compounding on a quarterly basis.

The JS Parent Preferred Interests will have an aggregate liquidation preference equal to the initial preferred unrecovered capital described above plus the amount distributable to such interests, as discussed in the prior paragraph. The JS Parent Preferred Interests may be redeemed at any time by JS Parent in whole or in part at a price equal to the liquidation preference and shall be automatically redeemed in full immediately following the seventh anniversary of the JS Parent operating agreement.

On the date of the repayment in full or refinancing of the indebtedness under the Credit Facility under an agreement permitting such an exchange, the JS Parent Preferred Interests will become exchangeable into non-voting stock of Emmis (“Exchanged ECC Shares”), and such Exchanged ECC Shares can be later redeemed either at the option of the holder, or at the option of Emmis for Junior Subordinated Notes. The Junior Subordinated Notes and the New Notes owned by Alden Media or its permitted transferees (the “Alden Members”) will be callable at any time by Emmis without penalty or premium at a price equal to their

principal amount plus the accrued and unpaid interest, including the pro rata interest for any partial interest period.

JS Parent Common Interests

As part of the Transactions, JS Parent will issue to Alden Media, and Alden Media will purchase JS Parent Common Interests initially having a percentage interest of JS Parent equal to 24%, subject to adjustment as provided in the JS Parent operating agreement;

Covenants

Under the JS Acquisition operating agreement, for as long as the Alden Members beneficially own (i) a percentage interest of JS Parent Common Interests of at least 10% or (ii) at least 10% of the JS Parent Preferred Interests issued in the Transactions (the “Ownership Minimum”) Alden Media will have the right to consent to:


	•	any merger, liquidation or sale of all or substantially all assets of JS Parent, Emmis or Emmis Operating;

	•	the incurrence of indebtedness by JS Acquisition, Emmis, Emmis Operating, or any of their subsidiaries or the issuance of equity securities by Emmis or Emmis Operating, or any of their subsidiaries, except in specified circumstances including indebtedness incurred or equity securities issued to redeem or otherwise refinance the Credit Facility, the Junior Subordinated Notes, the New Notes, the JS Parent Preferred Interests or the JS Parent Common Interests;

	•	amendments to the operating agreement, charter, by-laws or similar document of JS Parent, Emmis or Emmis Operating;

	•	as long as the Alden Members own and JS Parent Preferred Interests or own or have the right to acquire Junior Subordinated Notes, the payment of distributions by JS Parent;

	•	commencing any proceedings in bankruptcy with respect to JS Parent, Emmis, Emmis Operating or any subsidiary of Emmis Operating;

	•	transactions with affiliates (other than existing arrangements and amendments and replacements of those arrangements) other than Emmis and its subsidiaries;

	•	any redemption or repurchase of equity securities of JS Parent or Emmis, subject to specified exceptions;

	•	acquiring specified assets, including any assets or businesses for an aggregate price in excess of $5 million;

	•	any sale of assets other than in the ordinary course of business or as permitted under and applied in accordance with the Credit Facility in which the net cash proceeds are used to repay, redeem, exchange or refinance the Credit Facility, the New Notes, the Junior Subordinated Notes or the JS Parent Preferred Interests;

	•	permitting liens on any of the common stock of Emmis or any of its subsidiaries, except in specified circumstances; and

	•	any activity which would pose a material risk that JS Parent may be treated as engaged in a trade or business for federal income tax purposes.

Covenants in the JS Parent operating agreement require JS Parent to use commercially reasonable efforts to complete a modifying or refining of the Credit Facility so as to allow the redemption of the JS Parent Preferred Interests or the New Notes or the Junior Subordinated Notes and to effect such redemptions promptly after any such modification or refinancing. Upon the completion of such a modification or refinancing, JS Parent will provide Alden Media with a one-time deal fee of $3.0 million in cash.

The JS Parent operating agreement also will require Emmis to provide Alden Media with annual financial statements audited by a nationally recognized independent accounting firm, monthly internal financial statements, an annual budget for at least the next fiscal year prior to the end of the previous fiscal year.

Board Representation

As long as Alden Members maintain the Ownership Minimum, Alden Media will be entitled to appoint at least two of seven members of JS Parent’s board of directors and at least one representative on each committee of its board of directors, except if the Alden Members’ percentage interest of JS Parent Common Interests equals or exceeds 40%, Alden Media will be entitled to appoint three of seven board members and if the Alden Members’ percentage interest of JS Parent Common Interests equals or exceeds 50% after seven years after the date of the JS Parent operating agreement (or earlier, if there is a change of control of the Company, Emmis or Emmis Operating Company or through acquisition of JS Parent Common Interests from Mr. Smulyan or certain other members of JS Parent), Alden Media will be entitled to appoint four of seven members of our board of directors. Mr. Smulyan is generally entitled to appoint the remaining members of our board of directors. If the Alden Members’ percentage interest of JS Parent Common Interests equals or exceeds 50% after seven years, Mr. Smulyan will be entitled to appoint a reduced number of directors.

IPO Registration Rights

Mr. Smulyan may cause an initial public offering of JS Parent at any time following the date of the JS Parent operating agreement except that Mr. Smulyan may only cause an IPO if there are no JS Parent Preferred Interests outstanding or the net cash proceeds of such IPO are used to repay, redeem, exchange, refinance or amend indebtedness under the Credit Facility, the JS Parent Preferred Interests, the Junior Subordinated Notes or the Senior Subordinated Notes or satisfy JS Parent’s obligations pursuant to certain of the Alden Members’ and the transferees’ liquidation rights.

Alden Media shall have the right to cause an IPO of JS Parent at any time following the fifth anniversary of date of the JS Parent operating agreement as long as it maintains the Ownership Minimum. Customary registration rights are provided to the members under a registration rights agreement.

Adjustment of Alden Media Ownership Interests

From the fourteenth month of the date of the JS Parent operating agreement and until there are no JS Parent Preferred Interests outstanding, an IPO, or the seventh anniversary of the JS Parent operating agreement, the Alden Members’ percentage of the JS Parent Common Interests will continue to increase over time according to a negotiated schedule, with any such increases to be reduced or otherwise adjusted to reflect issuances or repurchases of JS Parent Common Interests, and distributions redemptions, or transfers of JS Acquisition Preferred Trustees or Junior Subordinated Notes. As a result, it is possible that the Alden Members could acquire a majority of the Common Interests of JS Parent.

Transfer Restrictions; Investor Liquidity

The members are subject to certain restrictions on the transfer of equity interests in JS Parent other than to affiliates or other permitted transferees. The members are also entitled to certain rights in connection with certain transfers of equity interests by other members, including tag-along rights and, for certain members, rights of first refusal as described in the operating agreement. In addition, Mr. Smulyan and JS Parent have certain call rights and drag-along rights as described in the operating agreement.

Alden Media and its transferees are entitled to various liquidity rights as described in the JS Acquisition operating agreement including buy/sell rights. As a result, JS Parent may be obligated to purchase the common equity interest of Alden Media and its transferees in accordance with procedures described in the operating agreement.

Distribution Agreement

Emmis is entering into an agreement in connection with the Transactions that will not become effective if the Alden Purchase Agreement is terminated prior to the purchase of Class A Common Stock in the JS Acquisition Tender Offer. Under this agreement, Emmis will have the right and obligation to repurchase any shares of Emmis non-voting common stock that are issued by JS Parent, as determined by the JS Parent board of directors, to redeem or in exchange for JS Parent Preferred Interests. Such rights and obligations will be subject to any applicable restrictions under the Credit Facility.

Registration Rights Agreement

General. At the closing under the Alden Purchase Agreement, JS Parent, Alden Media, Mr. Smulyan and certain other parties will enter into the Registration Rights Agreement. Under to the Registration Rights Agreement, JS Parent will grant registration rights to Alden Media (from and after the earlier of the fifth anniversary of the Operating Agreement or when JS Parent is taken public at Mr. Smulyan’s request), Mr. Smulyan and their permitted transferees (the “Designated Holders”).

Demand Registration. Under the Registration Rights Agreement, JS Parent has agreed, upon request from the Designated Holders (the “Initiating Holders”), after an initial public offering to register the sale of common equity securities issued in exchange for JS Parent Common Interests (“Registrable Securities”) under the Securities Act (a “Demand Registration”), at the election of the Initiating Holders. However, JS Acquisition is only obligated to effect a Demand Registration under certain customary circumstances, including if the Initiating Holders propose to sell their Registrable Securities to the public at an anticipated aggregate offering price of more than $25,000,000, in the case of a registration on Form S-1, or $15,000,000, in the case of a registration on Form S-3. JS Parent has agreed to use its commercially reasonable efforts to cause any Demand Registration to become effective not later than (i) 180 days after it receives a request for a registration on Form S-1 and (ii) 45 days after it receives a request for a registration on Form S-3, and in each case to remain effective thereafter.

Piggy-Back Rights. Upon the request of any Initiating Holder for a Demand Registration, each other Designated Holder may “piggy-back” on such Registration Statement and offer such Designated Holder’s Registrable Securities under such Demand Registration (an “Incidental Registration”), except that, until such time as Alden no longer own any JS Parent Preferred Interests or Junior Subordinated Notes, Smulyan and his permitted transferees may not register Registrable Securities representing in excess of 5% of the outstanding Registrable Securities in any such Incidental Registration.

Expenses. Except for any reimbursements to the Designated Holders or their counsel for fees incurred in excess of $50,000 and any broker’s commission or underwriter’s discount or commission relating to the registration or sale of such Designated Holders’ Registrable Securities, JS Parent has agreed to pay all expenses in connection with a Demand Registration.

This summary of the Registration Rights Agreement is qualified in its entirety by reference to the Registration Rights Agreement, which is incorporated herein by reference.

Rollover Agreement

General. The Rolling Shareholders consist of friends, family and other associates of Mr. Smulyan, including certain officers and employees of Emmis. Under the Rollover Agreement, each Rolling Shareholder will be issued a percentage of JS Parent Common Interests at the time of the closing under the Alden Purchase Agreement in exchange for contributing its Rollover Shares to Emmis for cancellation immediately prior to the Effective Time. Upon the closing under the Rollover Agreement, each Rolling Shareholder will be required to enter into the Operating Agreement and the Registration Rights Agreement.

Contributions. Each Rolling Shareholder will be entitled to be issued a percentage of the JS Parent Common Interests that are not issued to Alden Media in a ratio of 1:3 for each Rollover Share contributed to Emmis relative to the percentage of JS Parent Common Interests that Mr. Smulyan will receive for each share of Common Stock that Mr. Smulyan contributes to Emmis for cancellation.

The Rolling Shareholder JS Parent Common Interests will have the rights, preferences, privileges and restrictions set forth in the Operating Agreement. If any Rolling Shareholder fails to contribute any Rollover Shares prior to the Effective Time, the JS Parent Common Interests issued to such Rolling Shareholder will be cancelled and become null and void.

Grant of Proxy; Voting Agreement. Until the termination of the Rollover Agreement, each Rolling Shareholder has agreed to vote to the fullest extent its Rollover Shares are entitled to be voted:


	•	in favor of the approval and adoption of the Merger Agreement;

	•	in favor of any proposal to adjourn or postpone any shareholders meeting at which the Merger Agreement is submitted for a vote if there are not sufficient votes for the approval of the Merger Agreement on the date on which the meeting is held;

	•	against (A) any proposal by any person other than JS Parent, its affiliates or Mr. Smulyan to acquire the company through any transactions that would result in a change of control of Emmis, (B) any reorganization, recapitalization, liquidation or winding-up of the Company or any other extraordinary transaction involving Emmis or (C) any corporate action that would frustrate, prevent or delay the Merger Agreement.

The Rolling Shareholders and JS Acquisition made customary representations, warranties and acknowledgments regarding the rollover.

Covenants. Except pursuant to the Rollover Agreement or the Merger Agreement, the Rolling Shareholders have agreed not to:


	•	grant any proxies or enter into any other agreements with respect to the voting of any Rollover Shares, or

	•	encumber any Rollover Shares, during the term of the Rollover Agreement. In addition, the Rolling Shareholders will not knowingly:


	•	solicit or initiate any Emmis acquisition proposal, or

	•	disclose or afford access to information to any Person that is considering making, or has made, or has agreed to endorse an Emmis acquisition proposal.

Shareholder Capacity. Each Rolling Shareholder entered into the Rollover Agreement solely in its capacity as the beneficial owner of the Rollover Shares and the Rollover Agreement will not limit or affect any actions taken by an individual solely in his or her capacity as an officer or director of Emmis.

Termination. The Rollover Agreement will terminate automatically upon the termination of the Alden Purchase Agreement.

This summary of the Rollover Agreement is qualified in its entirety by reference to the Rollover Agreement, which is incorporated herein by reference.

SPECIAL FACTORS

Background

In Mr. Smulyan’s Statement on Schedule 13D, as amended, with respect to his beneficial ownership of the Class A Common Stock, Mr. Smulyan has stated that he does not intend to sell his Class A Common Stock or Class B Common Stock but may seek to acquire additional Class A Common Stock or engage in an extraordinary corporate transaction with respect to Emmis. Accordingly, during the last two years, Mr. Smulyan has had preliminary discussions with various hedge funds, private equity funds and other strategic investors with respect to providing financing in connection with a going private transaction of Emmis. The board of directors of Emmis required that any such parties enter into confidentiality agreements with Emmis prior to Emmis providing them with non-public information. In connection with such discussions, Emmis entered into confidentiality agreements with 20 such parties over the course of the last two years, but none of those discussions proceeded beyond the preliminary stage.

On May 12, 2009, JS Acquisition, which was formed by Mr. Smulyan in April 2009 for the purposes of exploring potential going private transactions with Emmis, entered into an engagement letter with Party A, an investment bank. Under the engagement letter, Party A would act as a financial intermediary in connection with such potential transactions with a list of specified parties. No discussions other than preliminary discussions resulted from this arrangement.

On October 2, 2009, JS Acquisition engaged BIA Capital Strategies, LLC (“BIA”), another investment bank, to assist the company with regards to strategic advice and fundraising related to going private. BIA provided these services to Mr. Smulyan and Emmis through April 2010.

During November 2009, Mr. Smulyan also discussed the framework of a potential going private transaction with a private equity investor, Party C, and its legal advisors. Party C conducted a preliminary due diligence investigation with respect to Emmis but no firm offers to provide financing for a going private transaction materialized.

In early January 2010, Mr. Heath Freeman, Managing Director of Alden Global Capital, and Messrs. Ryan A. Hornaday and J. Scott Enright of Emmis had a series of discussions regarding the terms and provisions of the Existing Preferred Stock held by Alden.

During March and April 2010, BIA continued to advise JS Acquisition with respect to possible going private transactions and continued to seek financing sources for such transactions.

On March 23, 2010, Mr. Freeman and Messrs. Hornaday and Enright of Emmis had further discussions regarding the terms and provisions of the Existing Preferred Stock and a preliminary discussion regarding the required vote of the holders of the Existing Preferred Stock that would enable a possible exchange offer for the Existing Preferred Stock.

On April 11, 2010, Mr. John Momtazee of Moelis & Company (“Moelis”) indicated to Mr. Smulyan and Patrick M. Walsh that Alden was interested in discussing a potential exchange of the Existing Preferred Stock for debt. Mr. Smulyan indicated at that time that an exchange of Existing Preferred Stock for debt without a concurrent going-private transaction was unattractive because it would curtail Emmis’ access to the financing markets.

This exchange of views led to a meeting in Indianapolis on April 15, 2010 among Mr. Freeman, Mr. Smulyan, Messrs. Walsh, Enright and Hornaday of Emmis and Messrs. Momtazee and Navid Mahmoodzadegan of Moelis. At this meeting, Mr. Freeman and Mr. Smulyan first discussed the possibility of Alden providing one or more forms of financing for a going private transaction with respect to Emmis in which Mr. Smulyan or an entity controlled by him would acquire all of the outstanding stock of Emmis not already controlled by Mr. Smulyan.

JS Acquisition engaged Moelis as its financial advisor, effective as of April 21, 2010.

Beginning on April 22, 2010, Mr. Smulyan and Alden, together with their respective legal advisors, Paul, Weiss, Rifkind, Wharton & Garrison LLP and Skadden, Arps, Slate, Meagher & Flom LLP, their respective Indiana counsel, Taft Stettinius & Hollister LLP and Krieg DeVault LLP, and Moelis, began negotiating the terms of a letter of intent relating to the proposed going private transaction and a related financing by Alden.

The negotiations continued throughout the weekend of April 24 to 25, 2010.

On April 26, 2010, JS Acquisition and Alden entered into the non-binding Letter of Intent. Based on the framework laid out in the Letter of Intent, Mr. Smulyan, Alden, their respective legal advisors and Moelis began to prepare definitive documentation with respect to the Transactions designed to result in Emmis being taken private by JS Acquisition.

On April 28, 2010, JS Acquisition sent the following letter to the board of directors:

JS Acquisition, Inc.

April 28, 2010

Board of Directors

Emmis Communications Corporation

One Emmis Plaza

40 Monument Circle, Suite 700

Indianapolis, Indiana 46204

Ladies and Gentlemen:

We would like to take this opportunity to brief you on the terms of the letter of intent (the “LOI”) entered into between JS Acquisition, Inc. (“JS Acquisition”) and Alden Global Capital (“Alden”) relating to a going private transaction (the “Transaction”) involving Emmis Communications Corporation (“Emmis”). Pursuant to the LOI, JS Acquisition intends to purchase all of the shares of Class A common stock of Emmis (excluding shares owned by JS Acquisition, Mr. Jeffrey H. Smulyan and his affiliates) at a price per share of $2.40. The consideration to be offered for Emmis’ Class A common stock represents a 74% premium over the 30-trading day average closing price of the Class A common stock and a 118% premium over the 180-trading day average closing price of the Class A common stock. Our offer will be conditioned upon, among other things including regulatory approvals and other customary conditions, a number of shares of Class A common stock of Emmis being tendered for purchase that, when combined with the Class A and Class B common stock owned by Mr. Smulyan and his affiliates and the Class A common stock owned by Alden, represents a majority of the aggregate number of shares of outstanding Class A and Class B common stock of Emmis (the “Minimum Condition for the Common Stock Tender Offer”). Following the closing of our offer to purchase, the remaining outstanding Class A common stock (excluding shares held by Mr. Smulyan and his affiliates) would be cashed out in a merger (the “Back-end Merger”) at the same price per share as our offer.

The LOI also contemplates an offer to exchange all of the outstanding shares of preferred stock of Emmis (the “Preferred Stock”) for newly-issued 12% senior subordinated notes due 2017 of Emmis (the “Debt”) with an aggregate principal amount equal to 60% of the aggregate liquidation preference (excluding accrued and unpaid dividends) of the Preferred Stock. The consideration offered for the Preferred Stock represents a 73% premium over the 30-trading day average closing price of the Preferred Stock and a 133% premium over the 180-trading day average closing price of the Preferred Stock.

The exchange offer is expected to be exempt from registration under the Securities Act of 1933 pursuant to Section 3(a)(9). In connection with the exchange offer, exchanging

holders will be required to consent to (i) eliminate Section 11 of Exhibit A to Emmis’ Articles of Incorporation (providing for a Going Private Redemption), (ii) provide for the automatic conversion upon the Back-end Merger of (X) the Preferred Stock (other than the Preferred Stock held by Alden) into that amount of consideration that would be paid to holders of shares of the Class A common stock into which the Preferred Stock was convertible immediately prior to the Back-end Merger and (Y) the Preferred Stock held by Alden into Debt, (iii) eliminate the right of the holders of the Preferred Stock to nominate directors to Emmis’ board of directors and (iv) any further amendments as may be necessary or appropriate to avoid any requirement for Emmis to register the Debt under the Securities Exchange Act of 1934, as amended (the “Preferred Stock Amendments”). The Preferred Stock Amendments will require approval of two-thirds of the holders of the Preferred Stock. Alden, which currently holds 42% of the Preferred Stock, has agreed to consent to such amendments and exchange its Preferred Stock for Debt as part of the Back-end Merger. Our offer to purchase will also be conditioned upon the tender in the exchange offer of a number of shares of Preferred Stock that, when combined with the Preferred Stock being exchanged by Alden in the Back-end Merger, represents at least two-thirds of the outstanding Preferred Stock and the effectiveness of the Preferred Stock Amendments (the “Minimum Condition for the Preferred Stock Exchange Offer”).

In order to provide this opportunity to Emmis common shareholders, we will require the following from the Emmis board of directors (the “Board”) prior to our launch of our offer to purchase:

1. the Board approving the Transaction as contemplated by §§ 23-1-43-1 to 23-1-43-24 of the Ind. BCL prior to the contribution to JS Acquisition of any shares of Emmis stock by Mr. Smulyan and the purchase by JS Acquisition of shares tendered in the offer, the effectiveness of which is conditioned upon satisfaction of the Minimum Condition of the Common Stock Tender Offer and the Minimum Condition of the Preferred Stock Exchange Offer;

2. the Board authorizing Emmis to enter into a merger agreement providing for the Back-end Merger, adopting the plan of merger contemplated thereby and agreeing to utilize Ind. BCL § 23-1-40-3(b)(1) to submit such agreement and plan of merger directly to the Emmis common shareholders for approval without a Board recommendation, the effectiveness of such authorization, adoption and agreement being conditioned upon satisfaction of the Minimum Condition of the Common Stock Tender Offer and the Minimum Condition of the Preferred Stock Exchange Offer;

3. the Board causing the appointment of Mr. Heath Freeman, as designee of Alden, to serve as an additional director on the Board (Mr. Freeman’s bio is attached for your review);

4. the Board approving, promptly following such appointment, the exemption pursuant to Rule 16b-3 under the Exchange Act of the consideration to be delivered to Alden in respect of the Class A common stock and Preferred Stock owned by it in the Back-end Merger; and

5. the Board approving Emmis’ cooperation with all other documentation and filings necessary or appropriate to effectuate the Transaction subject to satisfaction of the Minimum Condition for the Common Stock Tender Offer, including, in particular, cooperation with launching the exchange offer and obtaining the necessary approvals of the Preferred Stock Amendments.

We look forward to working with the Board to provide Emmis common shareholders this exciting opportunity. Just as a reminder, Jeff Smulyan is not interested in any

transaction involving the sale of his Class A or Class B common stock and will not support another transaction in his capacity as controlling common shareholder.

Timing is critical to the success of the Transaction and our plan is for each of the offers to be launched as soon as possible. Accordingly, we encourage the Board to form an independent committee to engage independent legal counsel to consider the foregoing requests and respond to us as soon as possible.

Very truly yours,

JS Acquisition, Inc.


	By:	Jeffrey H. Smulyan

President & CEO

On April 29, 2010, the board of directors of Emmis formed a Committee of Disinterested Directors consisting of Ms. Susan B. Bayh and Messrs. Peter A. Lund and Lawrence B. Sorrel, all of whom qualify as “Independent Directors” under NASDAQ Listing Rule 5605 and have no interest in the Transactions other than as holders of Class A Common Stock and outstanding options to purchase shares of Class A Common Stock. None of the members of the Committee will be a director of Emmis following the completion of the Transactions. Shortly after the Committee was formed, the Committee retained Davis, Polk & Wardwell, LLP and Barnes & Thornburg LLP to serve as council to the Committee.

Over the next several weeks, Morgan Stanley met with the Company’s management and conducted due diligence. The Committee also negotiated the terms of Morgan Stanley’s engagement during this time.

On May 6, 2010, JS Acquisition was recapitalized so that Mr. Smulyan held all 10 shares of JS Acquisition Class B Common Stock and all 1,000,000 shares of JS Acquisition Class A Common Stock. Also on May 6, 2010, Mr. Smulyan contributed the JS Acquisition Class A Common Stock to JS Parent.

From April 26, 2010 to May 24, 2010, representatives of JS Acquisition and Alden Media, together with their respective counsel and Moelis, negotiated the terms of the various agreements governing the Transactions. On May 24, 2010, JS Parent, the Alden Funds and Alden Media entered into the Alden Purchase Agreement, under which Alden Media will, among other things, purchase from JS Parent the JS Parent Preferred Interests and the JS Parent Common Interests to finance the cash consideration to be paid in the JS Acquisition Tender Offer and the Merger and to fund other cash used in the Transactions.

On May 19, 2010, an engagement letter with the Committee was executed by Morgan Stanley. Also on this date Paul, Weiss delivered draft Transaction documents to Davis Polk, including a draft of the Merger Agreement. Over the next six days, the representatives of the Committee and JS Acquisition negotiated the terms of the Merger Agreement.

At a meeting held on May 25, 2010, the Committee unanimously determined that the Merger Agreement, including the JS Acquisition Tender Offer and the Merger, were advisable and fair to and in the best interests of Emmis and the Unaffiliated Shareholders, and unanimously determined to recommend that the board of directors adopt resolutions, on terms and subject to the conditions of the Merger Agreement and the IBCL:


	•	determining that it was advisable and fair to and in the best interests of Emmis and the Unaffiliated Shareholders for JS Acquisition Parent to acquire Emmis on the terms and subject to the conditions set forth in the Merger Agreement,

	•	approving and adopting the Merger Agreement, the JS Acquisition Tender Offer and the Merger, and

	•	recommending that the Unaffiliated Shareholders accept the JS Acquisition Offer, tender their shares of Class A Common Stock in the JS Acquisition Tender Offer and approve the Merger and the Merger Agreement.

Following the meeting of the Committee, the board of directors of Emmis met to, among other things, receive the recommendation of the Committee with respect to the JS Acquisition Tender Offer. Following receipt of the Committee’s recommendation, the Board unanimously:


	•	determined that it was advisable and fair to and in the best interests of Emmis and the Unaffiliated Shareholders who own Common Stock for JS Acquisition Parent to acquire Emmis on the terms and subject to the conditions set forth in the Merger Agreement,

	•	approved and adopted the Merger Agreement and the Merger and

	•	recommended that the Unaffiliated Shareholders who own Common Stock accept the JS Acquisition Tender Offer, tender their shares of Class A Common Stock in the JS Acquisition Tender Offer and approve the Merger and the Merger Agreement. At that same meeting, the board of directors of Emmis also unanimously adopted various other resolutions and granted authority and approval with respect to various other matters in connection with the Transactions including, among other things, the determinations required under the Merger Agreement with respect to the Indiana anti-takeover statutes.

At that meeting the board of directors of Emmis approved the Exchange Offer and the issuance of the New Notes, authorized Emmis to submit the Proposed Amendments to shareholders without a recommendation from the board of directors and approved all other actions needed to effectuate the Proposed Amendments, subject to receipt of requisite shareholder approval. For a summary of factors considered by the board of directors in making its determinations to approve the Exchange Offer and authorize the submission of the Proposed Amendments to shareholders without a recommendation See “Purposes, Alternatives and Reasons and Effects — Emmis.”

On May 25, 2010, Emmis, JS Acquisition and JS Parent entered into the Merger Agreement. That same day, Emmis issued a press release announcing the execution of the Merger Agreement.

Purposes, Alternatives and Reasons and Effects — Emmis

Purposes

The Committee has determined that the JS Acquisition Tender Offer and the Merger were advisable and fair to and in the best interest of Emmis and the Unaffiliated Shareholders who own Class A Common Stock and, based on the Committee’s recommendation, the board of directors of Emmis has recommended that holders of Class A Common Stock tender their shares into the JS Acquisition Tender Offer. Because JS Acquisition has conditioned its obligation to accept shares in the JS Acquisition Tender Offer on, among other things, the commencement of the Exchange Offer, Emmis’ purpose in commencing the Exchange Offer is to permit the holders of the Class A Common Stock to tender their shares into the JS Acquisition Tender Offer.

Alternatives

Mr. Smulyan, in his capacity as the controlling shareholder of Emmis, has informed Emmis that he would not be willing to approve any other transaction that competes with or impedes the Transactions. For this reason, the board of directors of Emmis did not consider alternative transactions.

Reasons

The board of directors of Emmis has approved the Exchange Offer in order to permit the holders of the Class A Common Stock to tender their shares into the JS Acquisition Tender Offer.

Effects

The Exchange Offer will have both positive and negative effects on the holders of the Existing Preferred Stock. A holder of shares of Existing Preferred Stock who accepts the Exchange Offer will hold a New Note,

which will be a different instrument from the Existing Preferred Stock. The following table compares certain rights of holders of the Existing Preferred Stock with those of holders of the New Notes:


Existing Preferred Stock		New Notes

Equity; liquidation preference senior to that of Common Stock, but subordinated in right of payment to indebtedness and other liabilities, including trade payables, of Emmis, including the New Notes and the Junior Subordinated Notes, if any.		Debt; holders have a right to receive a specified principal amount with that is senior in right of payment to holders of Emmis’ equity, including the Existing Preferred Stock,
No maturity date.		The New Notes mature on , 2017, unless redeemed earlier by Emmis. A failure to pay principal when due is an event of default under the New Notes.
No interest is payable on the Existing Preferred Stock, but, holders of Existing Preferred Stock are entitled to cumulative cash dividends prior to any payment of dividends on Common Stock; Emmis is in arrears in the payment of dividends to holders of the Existing Preferred Stock and is currently precluded from paying dividends under the Credit Facility. There is no remedy for the failure to pay dividends on the Existing Preferred Stock other than the right to nominate directors to the Emmis board of directors, as described below.		Interest will accrue at 12.00% per annum from the date of issuance, payable in arrears, payable in kind, annually on each , beginning on , 2011. A failure to pay interest when due may result in an event of default under the New Notes if not cured within the applicable grace period.
As of April 15, 2010, an aggregate of $4.87 of dividends per share of Existing Preferred Stock had accrued and had not been paid.		Any holder of Existing Preferred Stock who is issued New Notes in the Exchange Offer will not be paid any accrued and unpaid dividends on the Exsiting Preferred Stock that is tendered into the Exchange Offer.
Holders of Existing Preferred Stock have the right to require Emmis to redeem all or a portion of their shares on the first anniversary after the occurrence of certain going private transactions. This right is proposed to be removed as part of the Proposed Amendments.		Holders of New Notes will have no corresponding right.
Holders of Existing Preferred Stock have the right to nominate directors to Emmis’ board of directors if the dividends payable on the Existing Preferred Stock are in arrears for six consecutive quarterly periods. This right is proposed to be removed as part of the Proposed Amendments.		Holders of New Notes will have no corresponding right, although a failure to pay interest when due may result in an event of default under the New Notes if not cured within the applicable grace period.
Holders of Existing Preferred Stock have the right to convert each share of Existing Preferred Stock into 2.44 shares of Class A Common Stock. The Proposed Amendments will add a provision that will, upon a merger, cause each share of Existing Preferred Stock to be converted automatically into the consideration to which the holder of such share would be entitled had it converted such share into Class A Common Stock immediately prior to such merger.		Holders of New Notes will have no conversion rights and will not be subject to any mandatory conversion provisions.
Holders of Existing Preferred Stock have voting rights on certain matters submitted to shareholders of Emmis.		Holders of New Notes will have no voting rights with respect to matters submitted to shareholders of Emmis.


Existing Preferred Stock		New Notes

The Existing Preferred Stock is listed on the NASDAQ Global Select Market.		The New Notes will not be listed on any securities exchange or automated quotation system, and there is no assurance that a liquid trading market in the New Notes will develop.

The above table is provided for informational purposes only and does not take into account all factors relating to a comparison of the shares of Existing Preferred Stock to the New Notes, nor does it take into account any factors relating to the tax consequences of accepting the Exchange Offer. For a more complete description of the New Notes and the Existing Preferred Stock, see “Description of New Notes” included in this Proxy Statement/Offer to Exchange and the “Description of the Existing Preferred Stock” attached to this Proxy Statement/Offer to Exchange as Schedule C. See also “Material United States Federal Income Tax Consequences.” The New Notes are also subject to various risks, including those set forth in “Risk Factors — Risks Related to the New Notes.” Any shares of Existing Preferred Stock acquired by Emmis in the Exchange Offer will be cancelled.

After the Transactions are completed, we expect that we will no longer be subject to requirements under the Exchange Act to file periodic or current reports with the SEC because no class of our securities will be held by more than 300 holders of record. In addition, the indenture governing the New Notes will not contain any covenants requiring Emmis to file such reports. As a result, we will no longer be required to provide financial and other information in filings on Forms 10-K, 10-Q or 8-K. Furthermore, we expect that none of our securities will be listed on a stock exchange after completion of the Exchange Offer. As a result, we will no longer be subject to SEC and stock exchange regulations with respect to financial reporting, internal control over financial reporting, disclosure controls, audit committee independence, short-swing profits reporting, beneficial ownership reporting or any other similar requirements to which public companies are subject. Our status as a private company may have an adverse effect on the value of our securities and evidences of our indebtedness, including the New Notes.

If the Proposed Amendments are adopted and effected, holders of the Existing Preferred Stock will no longer be entitled to appoint directors to the Emmis board of directors if sufficient dividends on the Existing Preferred Stock are accrued and unpaid. The Proposed Amendments would also remove the requirement for Emmis to redeem the Existing Preferred Stock following specified going-private transactions. If the JS Acquisition Tender Offer and this Exchange Offer are completed and the Proposed Amendments are adopted and effected, we will seek the affirmative votes of holders of Common Stock (a majority of which will be beneficially owned, following the JS Acquisition Tender Offer, by Mr. Smulyan and the Alden Fund) to approve the Merger of JS Acquisition with and into Emmis, with Emmis surviving the merger as a subsidiary of JS Parent. Mr. Smulyan will hold all of the shares of a newly issued class of voting common stock of Emmis, and JS Parent will hold all of the shares of a newly issued class of non-voting common stock of Emmis. In the Merger, each outstanding share of Existing Preferred Stock not held by the Alden Fund will be converted into the right to receive $5.856 in cash (without interest and less any applicable withholding taxes) from Emmis, which is equal to the conversion rate of the Existing Preferred Stock of 2.44 shares of Class A Common Stock per share times the $2.40 in cash (without interest and less any applicable withholding taxes) per share of Class A Common Stock that is being offered in the JS Acquisition Tender Offer, and may be less than the value of the New Notes you would receive in the Exchange Offer and each share of Existing Preferred Stock owned by the Alden Fund will be converted into the right to receive New Notes at the same rate as in the Exchange Offer.

Following the completion of the Transactions, Mr. Smulyan, through JS Parent, will beneficially own securities that would entitle him to an approximately 67.9% indirect common equity interest in Emmis.

Fairness of the Exchange Offer — Emmis

Indiana law does not impose any duty upon Emmis or its board of directors or executive officers to seek or obtain any particular price or a fair price for the Existing Preferred Stock in the Exchange Offer. Under Indiana law the duties of a board of directors or executive officers are first to the corporation itself. In

considering, what is in the best interests of the corporation, the directors may take into account the interests of constituents, including shareholders, employees, customers, communities or anything else they deem relevant. Likewise, Indiana law does not impose on the directors or executive officers any duty to make a recommendation to holders of Existing Preferred Stock as to whether to participate in the Exchange Offer or, in special circumstances which would include the Proposed Amendments as a result of the conflicts of interests, whether to vote to approve the Proposed Amendments. Furthermore, Indiana law does not impose any duty on any such persons to obtain advice from or retain any outside person or financial advisor to prepare any report, opinion or appraisal relating the Exchange Offer or the Proposed Amendments.

Federal securities laws and regulations, however, require disclosure of the board of directors’ position as to the fairness of the Exchange Offer to the unaffiliated shareholders of Emmis. Accordingly, the board of directors considered and reviewed the terms, purposes, alternatives and effects of the proposed Exchange Offer and Proposed Amendments in order to determine what its position was with respect to the question of whether the Exchange Offer is fair to Unaffiliated Shareholders who hold Existing Preferred Stock, other than Mr. Smulyan, JS Acquisition, JS Parent, Alden and the other holders who will be investors in JS Parent, of the Class A Common Stock.

Since the Proposed Amendments and the Exchange Offer are necessary steps to completion of the JS Acquisition Tender Offer, an inherent conflict of interest was created for the Emmis board of directors, as not even the Committee, who is disinterested in the Transactions other than as a result of their ownership of Class A Common Stock, could be asked to fairly represent the interests of the holders of Existing Preferred Stock while at the same time serving the best interest of Emmis and its holders of Class A Common Stock other than Unaffiliated Shareholders.

Indiana law contemplates just such a conflict and has provided that under this special circumstance a board of directors need not recommend amendments to the articles of incorporation and can adopt such amendments subject to the requisite shareholder vote and submit the amendments directly to shareholders without a recommendation.

In light of the special circumstances described above, management recommended to the Emmis board of directors that it consider the fairness to Unaffiliated Shareholders who hold Common Stock and Existing Preferred Stock of the Exchange Offer and Proposed Amendments for purposes of making disclosure of that determination in compliance with federal securities law but that it not provide a recommendation to holders of Existing Preferred Stock as to how to vote on the Proposed Amendments. Emmis’ senior management, all of whom are interested in the Transactions, also assisted the board of directors of Emmis in determining the considered factors described below.

The board of directors of Emmis did not engage an independent financial advisor to advise on the fairness of the Exchange Offer or to appraise or otherwise calculate the value of our Existing Preferred Stock or the New Notes or the exchange ratio being used in the Exchange Offer.

Factors Considered

The board of directors considered a number of factors, including the following, when determining whether the Exchange Offer is fair to Unaffiliated Shareholders who hold Common Stock and Existing Preferred Stock:


	•	the effectiveness of the Proposed Amendments are a condition to the JS Acquisition Tender Offer which can only occur if the Proposed Amendments are adopted;

	•	the Exchange Offer is designed to increase the likelihood that the Proposed Amendments will be adopted;

	•	current and historical trading prices for our Existing Preferred Stock;

	•	the possible decline in the market price of our Existing Preferred Stock if the JS Acquisition Tender Offer is withdrawn and the Transactions are abandoned;


	•	the amount by which the principal amount of the New Notes to be delivered in the Exchange Offer exceeds recent trading prices and estimated trading values of the Existing Preferred Stock;

	•	over the past two years, the Existing Preferred Stock has never traded at a per share price above the $30.00 principal amount of New Notes to be delivered in respect of each share of Existing Preferred Stock in the Exchange Offer;

	•	the stated interest rate on the New Notes is significantly higher than the present dividend rate on our Existing Preferred Stock;

	•	the improved contractual ranking, as a debt claim, upon liquidation of the New Notes compared to the Existing Preferred Stock and the fixed contractual maturity date of the New Notes compared to the perpetual nature of the our Existing Preferred Stock;

	•	the fact that the indenture for the New Notes contain events of default, acceleration provisions and other customary remedies available to subordinated debt holders, compared to the power to elect board members as the sole remedy for failure to pay dividends on the Existing Preferred Stock;

	•	the fact that, except in the Exchange Offer, holders of our Existing Preferred Stock will not likely have an opportunity in the foreseeable future to dispose of their shares at prices other than those available in private or open market transactions (to the limited extent that our trading market may continue to exist) because we plan to continue to operate Emmis as a going concern and have no current plans of disposing of the entire business or causing a liquidation of our assets;

	•	the fact that Emmis is unable to achieve a going private transaction or a liquidation of all or substantially all of our assets without the approval of Mr. Smulyan, in his capacity as controlling shareholder, and Mr. Smulyan has stated that, in such capacity, he will not approve a competing transaction to the Transaction;

	•	the fact that Emmis had received no firm offers for the acquisition of Emmis in the past two years;

	•	the extremely limited trading market for the Existing Preferred Stock, including limited liquidity, relatively low prices and trading volume;

	•	the considerable costs associated with remaining a public company and maintaining the NASDAQ listing of the Existing Preferred Stock and that based on the current number of holders of our Existing Preferred Stock we would be permitted to terminate our Exchange Act registration and the NASDAQ listing of the Existing Preferred Stock even without the Exchange Offer or the Proposed Amendments;

	•	the likely further reduction in the liquidity for our Existing Preferred Stock should we terminate our Exchange Act registration;

	•	the fact that Emmis is presently prohibited from paying dividends on the Existing Preferred Stock as a result of restrictions in Emmis Operating’s Credit Facility and that it is unlikely that the holders of our Existing Preferred Stock will receive payment of dividends or that Emmis will have the ability to redeem the Existing Preferred Stock in the foreseeable future;

	•	the fact that the Exchange Offer is a voluntary transaction in which the holders of two-thirds of the Existing Preferred Stock, voting as a separate class, may choose whether to participate;

	•	the Exchange Offer and Proposed Amendments fully comply with the provisions of our amended and restated articles of incorporation governing the rights of holders of our Existing Preferred Stock;

	•	no dissenters’ or appraisal rights are available to holders of Existing Preferred Stock who do not participate in the Exchange Offer;

	•	the fact that, based on public filings, more than 80% of our Existing Preferred Stock is held by just 11 institutional owners who are capable of evaluating the financial and other ramifications of both the Exchange Offer and the Proposed Amendments;

The board of directors of Emmis also considered a number of negative factors that would result from the Exchange Offer when determining whether it was fair, including the following:


	•	the possible significant decrease in the value of the Existing Preferred Stock following the completion of the Exchange Offer;

	•	the likely reduction in the liquidity for any remaining shares of our Existing Preferred Stock and the potential significant reduction in the value of our Existing Preferred Stock that remains pending the Merger;

	•	the fact that Emmis will likely no longer be a company required to file current or periodic reports with the SEC following completion of the Transactions;

	•	holders of our Existing Preferred Stock who do not participate in the Exchange Offer will receive a different type of consideration in the Merger than those who participate which could be considerably less than the value of the New Notes received by those who participate in the Exchange Offer;

	•	that if the Proposed Amendments are adopted and effected, the Merger will result in the conversion of each share of Existing Preferred Stock, other than the shares held by the Alden Fund, into the right to receive $5.856 in cash (without interest and less any applicable withholding taxes), which is equal to the $2.40 in cash (without interest and less any applicable withholding taxes) per share that holders of the Class A Common Stock will receive in the Merger times 2.44, which is the number of shares of Class A Common Stock into which each share of Existing Preferred Stock can be converted and that such amount may be less than the value of the New Notes offered in the Exchange Offer;

	•	that if the Proposed Amendments are adopted and effected, holders of the Existing Preferred Stock will no longer be entitled to appoint directors to our board of directors if sufficient dividends on the Existing Preferred Stock are accrued and unpaid;

	•	that the Proposed Amendments would also remove the requirement for Emmis to redeem the Existing Preferred Stock following specified going-private transactions;

	•	that the New Notes may be considered to have been issued with original issue discount for U.S. federal income tax purposes, in which case U.S. holders will be required to include such OID in gross income on a constant yield to maturity basis in advance of the receipt of cash payment thereof and regardless of such holder’s method of accounting. See “Certain Material U.S. Federal Income Tax Consequences”;

	•	that the New Notes, like the Existing Preferred Stock, contain no material restrictive covenants;

	•	that the New Notes contain no cash payment requirement prior to maturity; and

	•	the conflicts of interest involved in the Transaction and the fact that the terms of Exchange Offer and Proposed Amendments were delivered to the board of directors of Emmis by JS Acquisition as a condition of the JS Acquisition Tender Offer and did not result from arm’s-length negotiations, and no representative of any of the holders of Existing Preferred Stock was involved in the deliberations of the board of directors of Emmis.

The board of directors did not consider going concern value or liquidation value of our assets because the board of directors does not consider a liquidation or sale of the entire company (other than as a result of the Transactions) to be a viable course of action, particularly given the intentions expressed by our controlling shareholder in his capacity as such. While the board of directors considered that the Existing Preferred Stock does have a conversion feature that allows conversion to Class A Common Stock, the board of directors did not consider that residual value as material to its consideration of the value of the Existing Preferred Stock given the extent to which the cost of conversion is in excess of the current value of the Class A Common Stock. The board of directors also did not consider net book value because it does not believe net book value is material or relevant to its determination, since it is an accounting concept based on specific accounting methodologies that is historical in nature and therefore not forward-looking.

The foregoing discussion of the information and factors considered is not intended to be exhaustive. In view of the wide variety of factors considered in connection with its evaluation of the Exchange Offer, the board of directors of Emmis has found it impractical to, and therefore has not, quantified or otherwise attempted to assign relative weights to the specific factors considered in reaching a decision to approve of the Exchange Offer.

Conclusions

The board of directors unanimously determined that the Exchange Offer is fair to the Unaffiliated Shareholders who hold Common Stock or Existing Preferred Stock. However, our board of directors is not making any recommendation as to whether holders of Existing Preferred Stock should participate in the Exchange Offer or vote for the Preferred Amendments and believes that because of the circumstances surrounding the Transactions, including the background of the Transactions, the conflicts of interest inherent therein and the lack of a recommendation by the board of directors of Emmis, each such holder should not rely on the fairness determination of the board of directors and should make its own independent analysis.

Reports, Opinions, Appraisals and Negotiations — Emmis

The board of directors of Emmis did not engage an independent financial advisor to advise on the fairness of the Exchange Offer or to appraise or otherwise calculate the value of the Existing Preferred Stock or the New Notes or the exchange ratio being used in the Exchange Offer.

Purposes, Alternatives, Reasons and Effects — Purchaser Group

Purpose

From the point of view of the Purchaser Group, the purpose of the Exchange Offer is to facilitate the Transactions, of which the Exchange Offer is a part. The completion of the Exchange Offer is a condition precedent to the completion of the JS Acquisition Tender Offer and the Merger, and the Purchaser Group wishes to complete the JS Acquisition Tender Offer and the Merger. In addition, the adoption and effectiveness of the Proposed Amendments are necessary in order to complete the JS Acquisition Tender Offer and the Merger without triggering a repurchase right in favor of the holders of the Existing Preferred Stock, and JS Acquisition views the Exchange Offer as a form of inducement to holders of Existing Preferred Stock to approve the Proposed Amendments.

In addition, under the Alden Purchase Agreement, Alden Media has conditioned its purchase obligations, which are the sole source of financing for the JS Acquisition Tender Offer and the Merger, on the commencement of the Exchange Offer and the effectiveness of the Proposed Amendments.

The purpose of the JS Acquisition Tender Offer is to acquire all of the shares of Class A Common Stock that are not beneficially owned by the Purchaser Group or the Alden Fund, other than the Rollover Shares. The purpose of the Merger is to acquire all outstanding shares of Class A Common Stock not tendered and purchased in the JS Acquisition Tender Offer or contributed to Emmis under the Alden Purchase Agreement or the Rollover Agreement.

Plans for Emmis after the Exchange Offer and the Other Transactions.

Upon the successful completion of the JS Acquisition Tender Offer and the Exchange Offer, JS Parent, together with the Alden Fund, Mr. Smulyan and the holders of the Rollover Shares, will own a majority of the outstanding shares of Common Stock and will have sufficient voting power to approve the Merger without the affirmative vote of any other shareholders of Emmis. If a meeting is necessary under applicable law in order to complete the Merger, JS Acquisition, the other members of the Purchaser Group, the Rolling Shareholders and the Alden Fund intend to vote their shares of Common Stock in favor of the Merger at a special meeting of Emmis shareholders.

Under the Alden Purchase Agreement, the Alden Fund has agreed to vote all of its shares of Class A Common Stock in favor of the Merger and pursuant to the Rollover Agreement, the Rolling Shareholders have agreed to vote their Rollover Shares in favor of the Merger.

In the Merger, the Retained Shares and all of the other outstanding shares of Class A Common Stock (except for the shares of Class A Common Stock held by the Purchaser Group and the Rollover Shares), will be converted into the right to receive $2.40 in cash. Immediately prior to the effective time of the Merger, each share of Common Stock held by the Purchaser Group (other than the Retained Shares) and the Rollover Shares will be contributed to Emmis and cancelled in satisfaction of the respective obligations under the Alden Purchase Agreement or the Rollover Agreement, as applicable, and in consideration for JS Parent Common Interests. Each share of Class B Common Stock (other than any converted to Retained Shares before the Merger), all of which are held by Mr. Smulyan, and all of Mr. Smulyan’s options to acquire Common Stock will be contributed to Emmis and cancelled in satisfaction of his obligations under the Alden Purchase Agreement, and in consideration for JS Parent Common Interests. Each outstanding share of the Existing Preferred Stock not held by the Alden Fund will be converted into the right to receive $5.856 in cash from JS Parent, and each share of Existing Preferred Stock held by the Alden Fund will be converted into the right to receive New Notes at a rate of $30 principal amount of New Notes per $50 of liquidation preference of Existing Preferred Stock, excluding accrued and unpaid dividends. In the Merger, each share of JS Acquisition Class A Common Stock, all of which are held by JS Parent will be converted into one share of new Nonvoting Class A Common Stock, par value $0.01 per share (“New Class A Common Stock”) of Emmis and each share of JS Acquisition Class B Common Stock, which are all held by Mr. Smulyan will be converted into one share of new Class B Common Stock, par value $0.01 per share (“New Class B Common Stock”) of Emmis.

JS Acquisition is not offering to acquire outstanding options in the JS Acquisition Tender Offer. Under the Merger Agreement, all options not exercised, other than shares of restricted stock or restricted stock units held by Mr. Smulyan, will be cancelled in exchange for the payment of the excess, if any, of the Offer Price over the exercise price for such options, less any applicable income and employment taxes required to be withheld by applicable law. Each share of restricted stock units will vest and be cancelled and the holders of restricted stock and restricted stock units will be entitled to receive $2.40 for each share of such restricted stock and each share underlying its restricted stock units.

Except as otherwise described in this Proxy Statement/Offer to Exchange, JS Parent, JS Acquisition and Mr. Smulyan have no current plans or proposals which relate to or would result in:


	•	an extraordinary corporate transaction, such as a merger, reorganization or liquidation involving Emmis,

	•	any material change in the present dividend rate or policy or indebtedness or capitalization of Emmis or

	•	any other material change in Emmis’ corporate structure or business.

If the Offer and the Merger are successfully completed, and the Amended and Restated Operating Agreement of JS Acquisition, LLC, to be entered into upon the Closing of the Alden Purchase Agreement by and among Alden Media, Mr. Smulyan, JS Parent and certain other parties (the “Operating Agreement”) is entered into, the members of the board of the surviving corporation will be composed of five members nominated by Mr. Smulyan and two members nominated by Alden Media. In addition, Mr. Smulyan has agreed that following completion of the Merger he will vote the New Class B Common Stock held by him in favor of amendments to the Articles of Incorporation of Emmis and Emmis Operating Agreement to mirror the governance provisions in the Operating Agreement.

In addition, pursuant to the Operating Agreement JS Parent must use its commercially reasonable efforts to cause Emmis to sell assets of Emmis and its subsidiaries for purposes of refinancings in order to allow for redemption of Alden Media’s preferred investment. The proceeds of such sales will be used to refinance existing indebtedness of Emmis subsidiaries in order to permit the redemption of the New Notes, the JS Parent Preferred Interests and/or Junior Subordinated Notes. Emmis has had discussions with various third parties and financing sources in the past regarding potential asset sales, but such discussions have not resulted in any firm offers.

JS Parent further expects to operate Emmis as a going concern under its control and to review Emmis’ assets, corporate structure, capitalization, operations, properties, policies, management and personnel to determine which changes may be necessary following the completion of the Exchange Offer and the other Transactions to best organize and integrate the activities of JS Parent and Emmis (and its affiliates). JS Parent and Mr. Smulyan expressly reserve the right to make any changes to future plans that they deem necessary or appropriate in light of its review or future developments.

Reasons of the Purchaser Group for the Exchange Offer

As discussed above, the Exchange Offer is a necessary transaction in order to complete the other Transactions, including the JS Acquisition Tender Offer and the Merger.

In connection with the Transactions, the Purchaser Group considered the following material factors:


	•	as a privately-held company, Emmis will have greater ability to take larger risks and more aggressively pursue opportunities in the industry than it is able to do while being a public company without risk-adjusted capital investments;

	•	as a privately-held company, Emmis will have greater flexibility to operate with a view to the long-term without focusing on short-term operating earnings and its associated implications to public shareholders, and such long-term focus will allow Emmis to make investments in digital media and make other long-term capital expenditures;

	•	by ceasing to be a public company, Emmis will benefit from the elimination of the additional burdens on Emmis’ management, as well as the expenses associated with being a public company, including the burdens of preparing periodic reports under federal securities laws and complying with other applicable securities law requirements (including the Sarbanes-Oxley Act of 2002), complying with stock exchange listing requirements and maintaining investor relations functions; and

	•	as a privately-held company, less information will be required to be provided publicly for use by Emmis’ competitors.

Certain Effects of the Exchange Offer

As a result of the completion of the Exchange Offer and the JS Acquisition Tender Offer, the direct and indirect interest of the Purchaser Group and Alden in Emmis’ net book value and net earnings will increase to the extent of the number of Shares acquired under the JS Acquisition Tender Offer.

Immediately following completion of the Merger, the Purchaser Group, the Rolling Shareholders and Alden Media’s indirect interest in such items will increase to 100%, and the Purchaser Group, the Rolling Shareholders and Alden Media will be entitled to all benefits resulting from that interest, including all income generated by Emmis’ operations and any future increase in Emmis’ value. The Purchaser Group, the Rolling Shareholders and Alden Media will also bear the risk of losses generated by Emmis’ operations and any decrease in the value of Emmis after the Merger. Upon completion of the Merger, Emmis will become a privately-held corporation. Accordingly, former shareholders of Emmis, other than the Purchaser Group, Alden and the Rolling Shareholders, will not have the opportunity to participate in the earnings and growth of Emmis after the Merger and will not have any right to vote on corporate matters. Similarly, such former shareholders of Emmis will not face the risk of losses generated by Emmis’ operations or decline in the value of Emmis after the Merger.

Alternatives to the Exchange Offer and the Transactions

The Purchaser Group, having come to a determination to pursue the acquisition of the remaining shares of Common Stock of Emmis, considered various alternative transaction structures by which the acquisition might be achieved and determined to make the Exchange Offer, coupled with the JS Acquisition Tender Offer

followed by the Merger. In choosing this transaction structure, the Purchaser Group considered the following material factors:


	•	a cash tender offer followed by a merger is a transaction structure that is commonly used to effect an acquisition of the majority interests in a publicly traded company by a controlling shareholder;

	•	Emmis’ shareholders that tender their shares of Common Stock in the JS Acquisition Tender Offer or that tender their shares of Existing Preferred Stock in the Exchange Offer would likely receive their consideration sooner in a tender offer than in a negotiated merger transaction with Emmis that is not preceded by a tender offer;

	•	the JS Acquisition Tender Offer does not compel any Emmis shareholder to sell its Shares, and the JS Acquisition Tender Offer and the Merger will not be effected unless a minimum tender condition is satisfied;

	•	for a controlling shareholder, such as Mr. Smulyan, who is seeking to acquire shares of Common Stock from a large number of public shareholders, open-market or privately-negotiated purchases would be less efficient, more complex and more time consuming than a tender offer; and

	•	an exchange offer, such as the Exchange Offer, could be an inducement for holders of Existing Preferred Stock to vote in favor of the Proposed Amendments, which are necessary for the Transactions to be completed.

These factors represent all of the material factors considered by the Purchaser Group in deciding to structure the proposed Transactions as a cash tender offer, coupled with an exchange offer, followed by a merger. The Purchaser Group did not consider any structures other than a negotiated merger, open-market purchases and privately-negotiated purchases.

Fairness of the Exchange Offer — Purchaser Group

Because Mr. Smulyan, who controls the Purchaser Group, is a member of the board of directors of Emmis, he participated in the deliberations of the board of directors with respect to the fairness of the Exchange Offer to the Unaffiliated Shareholders who hold Common Stock or Existing Preferred Stock. Mr. Smulyan voted, together with the rest of the members of Emmis’ board of directors, in favor of the determination that the Exchange Offer is fair to the Unaffiliated Shareholders who hold Common Stock or Existing Preferred Stock for the same reasons and after considering the same factors as the Emmis board of directors as a whole. The Purchaser Group has made no recommendation as to the Exchange Offer. See “— Fairness of the Exchange Offer — Emmis.”

Reports, Opinions, Appraisals and Negotiations — Purchaser Group

The Purchaser Group did not engage an independent financial advisor to advise on the fairness of the Exchange Offer or to appraise or calculate the value of the Existing Preferred Stock or the New Notes or the exchange ratio being used in the Exchange Offer.

Agreements Involving Emmis Securities

The Merger Agreement contains provisions relating to the treatment of the various outstanding Emmis securities following the completion of the Exchange Offer. See “The Transactions—Merger.”

The amended and restated operating agreement of JS Parent contains provisions under which JS Parent Preferred Interests may, through a series of steps, be converted into Junior Subordinated Notes of Emmis. See “The Transactions—JS Parent Operating Agreement.”

In the Transactions, some executive officers of Emmis will be receiving securities of JS Parent in respect of their shares of Class A Common Stock, as described more fully below, under the caption “—Executive Officer and Director Participation; Interests of Certain Persons in the Transactions.”

Under the Alden Purchase Agreement, Mr. Smulyan and the Alden Fund have agreed to vote their securities for the Proposed Amendments. See “The Special Meeting—Agreements to Vote by the Members of the Purchaser Group and Alden.” Under the Alden Purchase Agreement, Mr. Smulyan is also agreeing to cancel all of his outstanding options.

Pursuant to the Rollover Agreement, each of the Rolling Shareholders is required to contribute its Rollover Shares to Emmis immediately prior to the Merger and, in exchange for this commitment, JS Parent will issue to each Rolling Shareholder common interests in JS Parent (the ‘Rolling Shareholder Parent Interests‘) at the closing of the transactions contemplated by the Alden Purchase Agreement. Each Rolling Shareholder has also agreed in the Rollover Agreement to grant JS Acquisition an irrevocable proxy to vote in favor of the Merger Agreement and the Merger at any meeting of Emmis shareholders called to vote on the Merger Agreement and the Merger.

Executive Officer and Director Participation; Interests of Certain Persons in the Transactions

The required votes of the holders of Common Stock and the holders of the Existing Preferred Stock must be obtained in order for the Transactions to be completed. None of the members of the Emmis board of directors will be participating in the Proxy Solicitations or the solicitation of tenders into the Exchange Offers other than Messrs. Smulyan, Walsh and Freeman.

Each of the following executive officers of Emmis is participating in the Proxy Solicitations:


Name		Position

Jeffrey H. Smulyan		Director, Chairman of the Board of Directors, Chief Executive Officer and President
Patrick M. Walsh		Director, Executive Vice President, Chief Financial Officer and Chief Operating Officer
Richard F. Cummings		President of Radio Programming
J. Scott Enright		Executive Vice President, General Counsel and Secretary
Gregory T. Loewen		Chief Strategy Officer and President — Publishing Division

The above-listed executive officers may have interests in the Transactions that are different from those of holders of Common Stock or Existing Preferred Stock.

If the Transactions are completed, each of the above-listed executive officers is expected to remain as an executive officer of Emmis following completion of the Transactions, subject to the terms of each executive officer’s existing employment agreement. See “Compensation Table — Employment Agreements.” The executive officers who remain at Emmis are expected to receive incentive compensation or equity awards under a new management incentive plan to be adopted after the completion of the Transactions, although the terms of the equity awards have not yet been determined.

Each of the above-listed executive officers and the directors of Emmis will also receive consideration in respect of his equity awards as described in the following table:


	Class A Common				Merger Cash
Name	Stock Options		Exercise Price		Consideration

Bayh, Susan B.		7,317		0.28	$	15,512
		7,317		1.70		5,122
		7,317		8.71		0
		7,317		8.84		0
		7,317		12.19		0
		14,635		13.56		0
		14,635		14.21		0
		14,635		15.48		0


	Class A Common				Merger Cash
Name	Stock Options		Exercise Price		Consideration

Cummings, Richard F.		87,500		0.30	$	184,188
		87,500		1.14		110.250
		43,904		2.95		0
		43,904		8.21		0
		43,904		11.17		0
		73,174		11.21		0
		43,904		12.80		0
		73,174		17.44		0
		73,174		19.82		0
		73,174		19.90		0
Enright, J. Scott		30,000		0.30	$	63,150.00
		120,000		0.36		245,400.00
		10,000		2.95		0
		7,900		8.21		0
		7,317		11.17		0
		13,903		11.22		0
		7,317		12.81		0
		14,378		17.45		0
		11,707		19.82		0
		13,170		19.90		0
Fiddick, Paul W.		55,000		0.30	$	115,775
		55,000		1.14		69,300
		21,952		2.95		0
		21,952		8.21		0
		21,952		11.17		0
		10,976		11.21		0
		38,416		12.80		0
		38,416		17.44		0
Kaseff, Gary L.		175,000		0.30	$	368,375
		36,587		2.95		0
		36,587		8.21		0
		36,587		11.17		0
		73,174		11.21		0
		36,587		12.80		0
		73,174		17.44		0
		58,539		19.82		0
		73,174		19.90		0
		58,539		24.17		0
Leventhal, Richard A.		7,317		0.28	$	15,512
		7,317		1.70		5,122
		7,317		8.71		0
		7,317		8.84		0
		7,317		12.19		0
		14,635		13.56		0
		14,635		14.21		0
		14,635		15.48		0
Loewen, Gregory		40,000		0.30	$	84,200
		70,000		0.90		105,000
		40,000		1.14		50,000
		16,500		2.95		0
		16,500		8.21		0


	Class A Common				Merger Cash
Name	Stock Options		Exercise Price		Consideration

Lund, Peter		7,317		0.28	$	15,512
		7,317		1.70		5,122
		7,317		8.71		0
		7,317		8.84		0
		7,317		12.19		0
		14,635		14.21		0
		14,635		15.48		0
Nathanson, Greg		7,317		0.28	$	15,512
		7,317		1.70		5,122
		7,317		8.71		0
		7,317		8.84		0
		7,317		12.19		0
		14,635		13.56		0
		14,635		14.21		0
		14,635		15.48		0
		14,635		19.82		0
Smulyan, Jeffrey(1)		150,000		0.30	$	315,750
		150,000		1.14		189,000
		146,349		2.95		0
		146,349		8.21		0
		292,699		11.17		0
		292,699		12.80		0
		439,049		17.44		0
Sorrel, Lawrence B.		7,317		0.28	$	15,512
		7,317		1.70		5,122
		7,317		8.71		0
		7,317		8.84		0
		7,317		12.19		0
		14,635		13.56		0
		14,635		14.21		0
		14,635		15.48		0
Thoe, Gary A.		35,000		0.30	$	73,675
		35,000		1.14		44,100
		12,806		2.95		0
		12,806		8.21		0
		10,976		11.17		0
		21,953		11.21		0
		10,976		12.80		0
		21,953		17.44		0
		14,635		19.82		0
		14,635		19.90		0
Walsh, Patrick M.		250,000		0.42	$	493,750
		29,269		2.95		0
		29,269		8.21		0
		14,635		8.30		0


(1)	All of the stock options held by Mr. Smulyan will be contributed to Emmis and cancelled immediately prior to the effective time of the Merger.


		Number of		Possible
		Shares of		Consideration if
		Class A		Tendered in
		Common		JS Acquisition		Number of
Name	Ownership Form	Stock Held		Tender Offer		Rollover Shares

Bayh, Susan B.	Direct		65,785	$	157,884.00		0
Cummings, Richard F.	Indirect (For the Benefit of Children)		8,260	$	19,824.00		0
	Indirect (By 401(k) Plan)		6,429		15,430.18		0
	Direct		155,840		374,016.00		142,669
Enright, J. Scott	Indirect (By 401(k) Plan)		3,402	$	8,165.37		0
	Direct		6,807		16,336.80		3,807
Fiddick, Paul W.	Indirect (By 401(k) Plan)		739	$	1,772.40		0
	Direct		36,132		86,716.80		29,547
Kaseff, Gary L.	Indirect (For the Benefit of Children)		1,346	$	3,230.40		0
	Indirect (For the Benefit of Spouse)		3,411		8,186.40		3,411	(1)
	Indirect (By 401(k) Plan)		2,395	$	5,748.74		0
	Direct		134,887		323,728.80		123,911
Leventhal, Richard A.	Indirect (By Spouse)		3,000	$	7,200.00		3,000	(2)
	Indirect (By Davstan Trading)		17,600	$	42,240.00		0
	Direct		196,321		471,170.40		191,925
Loewen, Gregory	Indirect (By 401(k) Plan)		223	$	535.06		0
	Direct		25,377		60,904.80		20,427
Lund, Peter	Direct		190,905	$	458,172.00		0
Nathanson, Greg	Indirect (By Trusts for Children)		44,000	$	105,600.00		0
	Indirect (By Family Trust)		256,312		615,149.00		256,312
	Direct		82,861		198,866.40		76,276
Smulyan, Jeffrey	Direct		9,755	$	23,412.00		0
	Indirect (By 401(k) Plan)		8,441		20,259.38		0
	Indirect (By Trusts for Children)		11,120		26,688.00		0
	Indirect (by Trusts for Niece)		3,000		7,200.00		0
	Smulyan Family Foundation		30,625		73,500.00		0
Sorrel, Lawrence B.	Direct		219,867	$	527,680.80		0
Thoe, Gary A.	Indirect (By 401(k) Plan)		650	$	1,559.47		0
	Direct		30,664		73,593.60		0

Number of

Possible

Shares of

Consideration if

Class A

Tendered in

Common

JS Acquisition

Number of

Name

Ownership Form

Stock Held

Tender Offer

Rollover Shares

Walsh, Patrick M.

Direct

39,608

95,059.20

30,828

Indirect
(By 401(k) Plan)

4,017

9,641.36


(1)		Rollover shares held by Vicky Myers-Kaseff.

(2)		Rollover shares held by Barbara Leventhal.

After completion of the Transactions, Mr. Smulyan will be the sole holder of the voting stock of Emmis, and he will own approximately 67.9% of the outstanding JS Parent Common Interests. The Rolling Shareholders, who currently own Common Stock of Emmis, will also own approximately 8.1% of the outstanding JS Parent Common Interests after completion of the Transactions. As a result, Mr. Smulyan will control Emmis, subject to certain consent rights of Alden Media. See “The Transactions — JS Parent Preferred Interests.”

Alden Media and its Affiliates and related entities

After the Transactions are completed, Alden Media is expected to beneficially own $96.9 million of JS Parent Preferred Interests and approximately 24% of the outstanding JS Parent Common Interests. As of the date of this Proxy Statement/Offer to Exchange, the Alden Fund holds 1,406,500 shares of Class A Common Stock, which will be converted in the Merger into the right to receive $2.40 per share in cash (without interest and less any applicable withholding taxes) from Emmis, and 1,162,737 shares of Existing Preferred Stock, which will be converted in the Merger into $34.9 million aggregate principal amount of New Notes. Based on its public filings, the Alden Fund currently beneficially owns more than 10% of the Class A Common Stock, calculated based on the number of shares of Class A Common Stock held or subject to derivative contracts and the number of shares of Class A Common Stock into which the shares of Existing Preferred Stock held by Alden Fund may be converted.

Mr. Heath Freeman has been appointed to be a director of Emmis and will act as the representative of the Alden Fund on the board of directors, as contemplated by the Letter Agreement. For purposes of Rule 16b-3 of the Exchange Act, the Emmis board of directors has approved of any of the Transactions in which the Alden Fund director or officer of Emmis will be required to dispose of or acquire the equity securities of Emmis. Mr. Freeman will resign from the board of directors of Emmis if the Alden Purchase Agreement is terminated.

Source and Amount of Funds

There will be no cash consideration in the Exchange Offer. Payment of the costs and expenses of this Exchange Offer will be funded from cash provided to Emmis through JS Acquisition under the Alden Purchase Agreement. Payment of the costs and expenses of the Proxy Solicitation will be funded from Emmis’ cash from operations. At February 28, 2010, our cash and cash equivalents were approximately $6.8 million. We expect to make all payments on the New Notes from cash flow from operations. For the year ended February 28, 2010, our cash flow from operations was approximately $25.7 million. Emmis’ ability to make payments on the New Notes is dependent entirely on the earnings and distributions of funds from its subsidiaries. The agreements governing the Credit Facility contain significant restrictions on the ability of Emmis’ subsidiaries to pay dividends or otherwise transfer assets to Emmis, with only very limited exceptions. If Emmis is unable to access the cash flows of its subsidiaries, it may not be able to pay its obligations under the New Notes when they come due.

The terms and conditions of the funding under the Alden Purchase Agreement are set forth under the caption “The Transactions — Alden Purchase Agreement.”

Fees and Expenses

The estimated fees and expenses payable by Emmis and JS Acquisition in connection with the Exchange Offer and the Proposed Amendments are set forth in the table below. Emmis and JS Acquisition have allocated 30% of the total fees and expenses set forth below to the Exchange Offer and have agreed that such fees and expenses will be borne by JS Acquisition.


Legal, Accounting and Other Professional Fees	$	500,000
Printing and Mailing Costs	$	100,000
Information Agent	$	40,000
Filings Fees	$	25,000
Miscellaneous	$	35,000

Total	$	700,000

Interest in Securities of Emmis

The beneficial ownership in the securities of Emmis by JS Acquisition, the executive officers and directors of Emmis is set forth under the caption, “Principal Shareholders.” Such persons have engaged in no transactions in the Existing Preferred Stock during the past 60 days.

As of May 24, 2010, the Alden Fund beneficially owned 1,406,500 shares of Class A Common Stock and 1,162,737 shares of Existing Preferred Stock.

Budgeted and Projected Results for the Year Ending February 28, 2011

General

Emmis does not, as a matter of course, publicly disclose long-term forecasts or internal projections as to future performance, earnings or other results, and Emmis is particularly concerned with making such forecasts and projections due to the unpredictability of the underlying assumptions and estimates. The projected and budgeted financial information summarized below was prepared in the ordinary course of Emmis’ business operations and was not prepared with a view toward public disclosure. Nevertheless, because Mr. Smulyan had access to such information and because Morgan Stanley was provided such information to be used in connection with its evaluation of the JS Acquisition Tender Offer and the Merger, Emmis is presenting the information set forth below in order to provide its shareholders with access to the same information. Emmis did not provide the information to Alden prior to executing the Alden Purchase Agreement.

The projected and budgeted financial information includes assumptions as to certain business decisions that are subject to change, as well as assumptions related to industry performance and general economic conditions, each of which assumptions are inherently subjective and beyond the control of Emmis.

The forecasts and budgets presented below were reviewed with the Committee and were provided to Morgan Stanley in connection with its financial analysis of the JS Acquisition Tender Offer and the Merger. The full board of directors, including Mr. Smulyan, had previously been provided with the information in the course of its normal budget oversight and planning activities.

The inclusion of the information set forth below in this Proxy Statement/Offer to Exchange should not be regarded as an indication that Emmis, the Committee or the Emmis board of directors considered, or now considers, such information to be material to the Emmis shareholders or necessarily indicative of actual future results. You should not place undue reliance on the information set forth below.

Projected and Budgeted Financial Information

As part of its normal operations, Emmis prepares an annual operating budget. The budget for the year ending February 28, 2011 was completed in late February 2010. On May 7, 2010 Emmis prepared an updated forecast for the year ending February 28, 2011. The table below shows financial results for the year ended

February 28, 2010 as well as our operating budget for the year ending February 28, 2011 and the forecast as of May 7, 2010.


	Year Ending February 28,(1)
	2011 Projected		2011 Budget		2010 Actual
	(Dollars in thousands)

Revenues:
Radio	$	187,013	$	189,467	$	177,566
Publishing		66,672		65,685		65,000

Total Revenues		253,685		255,152		242,566
Station Operating Expenses:
Radio		135,440		136,314		138,780
Publishing		62,758		62,638		62,745

Total Station Operating Expenses		198,198		198,952		201,525
Less: Corporate Overhead		11,514		10,909		11,594
Less: Minority Interest		4,391		4,241		4,176

Non-GAAP EBITDA	$	39,582	$	41,050	$	25,271


(1)		The financial information reflected above is not prepared in accordance with generally accepted accounting principles (GAAP). The expenses shown above do not include depreciation and amortization expense of $12,000 for the projected and budget 2011 fiscal year or noncash compensation expense of $2,400 for the projected and budget 2011 fiscal year. The financial information for fiscal 2011 does not include expenses detailed under “— Fees and Expenses” and transaction expenses associated with the work of the Committee. Also, for comparison purposes, we have excluded severance-related costs totaling $7,584 in the actual year ended February 28, 2010.

Assumptions

When preparing radio revenue budgets for the year ending February 2011, we made certain assumptions regarding market revenue growth. In addition, we consider the position of our stations in each market to determine the expected revenue growth rates of our stations in each market. The table below summarizes our key assumptions.


	Projected Market			Projected Emmis
	Revenue Growth Rate			Revenue Growth Rate

New York		3	%		8	%
Los Angeles		3	%		9	%
Chicago		2	%		2	%
Austin		2	%		3	%
St. Louis		1	%		3	%
Indianapolis		(2	)%		8	%
Terre Haute		2	%		4	%

Our fiscal 2011 revenue assumptions for our radio division assume our domestic markets grow 2%. This forecast is based on U.S. GDP growth generating improvement in advertising spending by key local and national radio advertising categories including: automotive, retail, financial services and entertainment. We expected these forecasted improvements to lead to increased demand for radio advertising inventory in our markets resulting in modest improvement in average unit rates without requiring increases in the amount of available inventory. The improvement in the general economy and advertising environment was also assumed to yield an improved market for national advertising, increased non-traditional revenue from concerts and other station events, and accelerated growth in the digital segment. Our budget reflects an assumption of 5% growth in our U.S. radio operations for fiscal 2011, outpacing market growth.

Our assumption that we would outpace market growth is based on several factors including: (1) our initial success in programming stations for improved PPM ratings leading to improved average quarter hour ratings for our portfolio in fiscal 2010, (2) a budgeted increase in investments in brand marketing for our large market stations, and (3) increased audience research expenditures. We assumed that the programming insights and increased marketing expenditures would allow us to: (1) improve our already strong ratings position at our two largest revenue generating stations KPWR and WQHT, (2) improve ratings significantly on WLUP and WKQX in Chicago and WRXP in New York, and (3) show some improvements in ratings in St. Louis, Austin and Indianapolis, our middle markets, where we hold larger relative market shares and strong competitive positions. In addition to additional brand marketing and research expenditures, our budget assumed additional expenditures on outside consultants to train and develop our sales managers and account executives to drive superior future sales performance. The sales training and development and improved ratings are the primary drivers of our budgeted assumption that average unit rates will increase without requiring us to increase inventory.

In addition to our assumptions for U.S. radio growth discussed above, we assumed that our stations in Slovakia and Bulgaria would show low single digit growth in local currency based on GDP growth and general economic improvement in Eastern Europe with a steady USD against the Euro. We assumed our Emmis Interactive business would continue to show significant growth as this development-stage company adds customers and continues to evolve its business model. As of May 7, 2010, all of our radio clusters are performing generally in-line with budgeted results with the exception of our Los Angeles and Bulgarian radio stations. Our Los Angeles station accounts for most of the shortfall in projected revenues versus budgeted revenues.

Our Publishing revenues were budgeted to be flat year-over-year with US GDP growth generating modest improvements in demand for advertising pages in our magazine markets offset by continued rate pressure. We budgeted for circulation trends to remain consistent with the prior year. Year-to-date, we have seen above-budget strength principally at our Texas Monthly and Los Angeles Magazine titles.

We continue to aggressively manage our expense base and expect overall expenses to decrease modestly in fiscal 2011. The aforementioned forecasted increases in marketing, research and sales training are more than offset by the full year impact of prior year employee terminations, salary reductions, and reductions in non-personnel expense categories including music licensing fees, sports rights fees, and lease expenses.

Cautionary Considerations

While the above information was prepared in good faith, no assurance can be made regarding future events. The estimates and assumptions underlying the above information involve judgments with respect to, among other things, future economic, competitive, regulatory and financial market conditions and future business decisions that may not be realized and that are inherently subject to significant business, economic, competitive and regulatory uncertainties and contingencies, including, among others, the risks and uncertainties described under the sections entitled “Risk Factors” and “Forward-Looking Statements”, all of which are difficult to predict and many of which are beyond the control of Emmis. The underlying assumptions used in preparing the above information may not prove to be accurate. Forecasted results may not be realized, and actual results may differ materially from those reflected in the information provided above, whether or not the Transactions are completed.

The Emmis financial forecasts and budgets summarized in this section were prepared solely for internal use by Emmis and not with a view toward public disclosure or with a view toward complying with the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of prospective financial data, published guidelines of the SEC regarding forward-looking statements or non-GAAP financial measures. Emmis’ senior management believes the above information was prepared in good faith and on a reasonable basis based on the best information available to senior management at the time of its preparation. The Emmis financial forecasts and budgets (as well as the assumptions set forth above), however, are not fact and should not be relied upon as being necessarily indicative of actual future results, and you should not place undue reliance on the forecasts and budgets.

All of the Emmis financial forecasts and budgets summarized in this section were prepared by and are the responsibility of the management of Emmis, as indicated. Ernst & Young LLP, Emmis’ independent registered public accounting firm, did not provide any assistance in preparing such information and has not examined, compiled or otherwise performed any procedures with respect to such information. Accordingly, Ernst & Young has not expressed any opinion or given any other form of assurance with respect thereto, and it assumes no responsibility for such information. The Ernst & Young reports incorporated by reference into this Proxy Statement/Offer to Exchange relate solely to the historical financial information of Emmis. Such reports do not extend to the information set forth above in this section and should not be read to do so.

By including in this Proxy Statement/Offer to Exchange a summary of the Emmis financial forecasts and budgets, neither Emmis nor any of its representatives has made or makes any representation to any person regarding the ultimate performance of Emmis compared to the information contained in such financial forecasts and budgets. Emmis has made no representation to any other party concerning such information. The Emmis financial forecasts and budgets summarized in this section were prepared during the periods described above and have not been updated to reflect any changes since the date of this Proxy Statement/Offer to Exchange or any actual results of operations of Emmis. Emmis undertakes no obligation, except as required by law, to update or otherwise revise the Emmis financial forecasts and budgets to reflect circumstances existing since their preparation or to reflect the occurrence of unanticipated events, even in the event that any or all of the underlying assumptions are shown to be in error, or to reflect changes in general economic or industry conditions.

The foregoing summary of the Emmis financial forecasts and budgets is not included in this Proxy Statement/Offer to Exchange in order to induce any shareholder to vote in favor of the Proposed Amendments or to accept the Exchange Offer.

THE SPECIAL MEETING

This Proxy Statement/Offer to Exchange is being furnished to the holders of Emmis’ Common Stock and Emmis’ Existing Preferred Stock in connection with the solicitation by its board of directors of proxies to be used at a special meeting of its shareholders.

The Proposed Amendments

The holders of Class A Common Stock and Class B Common Stock, voting together as a single class, and the holders of Existing Preferred Stock will be asked to consider and to vote on the following matters:


	(1)	a proposal to amend the terms of the Existing Preferred Stock that are set forth in Emmis’ second amended and restated articles of incorporation to:


	•	eliminate the rights of the holders of the Existing Preferred Stock to require Emmis to redeem all or a portion of their shares on the first anniversary after the occurrence of certain going private transactions and nominate directors to Emmis’ board of directors; and

	•	provide for the automatic conversion upon the proposed merger of JS Acquisition with and into Emmis, with Emmis surviving the merger (i) of the Existing Preferred Stock (other than the Existing Preferred Stock held by Alden) not exchanged for the New Notes into that amount of consideration that would be paid to holders of Class A Common Stock into which the Existing Preferred Stock was convertible immediately prior to the Merger and (ii) of the Existing Preferred Stock held by Alden into the New Notes, as described in this Proxy Statement/Offer to Exchange; and


	(2)	transaction of any other business that may properly come before the meeting and any adjournments or postponements of the meeting.

Record Dates, Quorum and Required Vote

Holders of record of Class A Common Stock, Class B Common Stock and/or Preferred Stock as of , 2010 will be entitled to vote those shares of stock at the special meeting.

As of , 2010, shares of Class A Common Stock, shares of Class B Common Stock and 2,809,170 shares of Existing Preferred Stock were issued and outstanding.

A majority of the combined voting power of the outstanding Class A and Class B Common Stock, and a majority of the combined voting power of the Existing Preferred Stock entitled to vote at the special meeting, constitutes a quorum (i.e., counting one vote for each share of outstanding Class A Common Stock, ten votes for each share of outstanding Class B Common Stock and one vote for each share of outstanding Existing Preferred Stock, present in person or represented by proxy). No additional quorum requirements apply to matters on which the holders of Class A and Class B Common Stock will vote together as a single class.

The proposal to adopt the Proposed Amendments requires the affirmative votes of:


	•	more shares of Common Stock, voting together as a single class, voting in favor than against the Proposed Amendments, assuming a quorum is present, and

	•	holders of at least 2/3 of the outstanding Existing Preferred Stock, voting as a separate class.

Holders of Existing Preferred Stock must submit proxies in the Preferred Proxy Solicitation in order to vote in favor of the Proposed Amendments.

If you mark “abstain” on your proxy card, your shares will be counted as present for purposes of determining the presence of a quorum. Abstentions and broker non-votes will not affect the calculation of votes cast on the proposal for shares of Class A and Class B Common Stock, but will count as a negative votes with respect to shares of Existing Preferred Stock.

Agreements to Vote by the Members of the Purchaser Group and Alden

JS Acquisition owns no shares of Common Stock but will own shares of Class A Common Stock if the JS Acquisition Tender Offer is completed.

Required Vote in order to Complete the Exchange Offer

It is a condition precedent to the completion of the Exchange Offer that the Required Vote be obtained and the Proposed Amendments be adopted and effected.

Revocation of Proxies

You may change your vote if you send in a later-dated, signed proxy card or a written revocation with respect to your shares of Common Stock or Existing Preferred Stock prior to the special meeting. You can also attend the special meeting in person and give oral notice of your intention to vote in person.

Withdrawal of Tenders of Existing Preferred Stock

You may withdraw the tender of your Existing Preferred Stock prior to the Expiration Date by submitting a notice of withdrawal to the exchange agent using ATOP procedures and/or upon compliance with the other procedures described in this Proxy Statement/Offer to Exchange.

Proper withdrawal of your Existing Preferred Stock will not be deemed to revoke the related proxy in favor of the Proposed Amendments. You must separately revoke your proxy in order to not have your shares of Existing Preferred Stock voted in favor of the Proposed Amendments.

Solicitation of Proxies

The entire expense of soliciting proxies, including preparing, assembling, printing and mailing the proxy form and the material used in the solicitation of proxies, will be paid by Emmis. Emmis has retained BNY Mellon Shareowner Services to act as information agent for the special meeting, but BNY Mellon Shareowner Services will not actively solicit proxies for the special meeting and we will not pay any fees to a third party to assist in the solicitation of proxies. We also will request record holders of shares beneficially owned by others to forward this proxy statement and related materials to the beneficial owners of such shares, and will reimburse those record holders for their reasonable expenses incurred in doing so.

THE PROPOSAL

Background

In connection with the Transactions, which are discussed in more detail under “The Transactions,” we are holding a special meeting of the shareholders of Emmis to consider a proposal to adopt the Proposed Amendments described in more detail below under “— Proposed Amendments.” The text of the Proposed Amendments is attached to this Proxy Statement/Offer to Exchange as Schedule B. This summary of the terms of the Proposed Amendments is qualified in its entirety by reference to Schedule B.

The proposal to adopt the Proposed Amendments requires the affirmative votes of:


	•	more shares of Common Stock, voting together as a single class, voting in favor than against the Proposed Amendments, assuming a quorum is present, and

	•	holders of at least 2/3 of the outstanding Existing Preferred Stock, voting as a separate class.

Proposed Amendments

The proposal is to adopt the following Proposed Amendments to the terms of the Existing Preferred Stock that are set forth in Emmis’ second amended and restated articles of incorporation, which would:


	•	eliminate the rights of the holders of the Existing Preferred Stock to require Emmis to redeem all or a portion of their shares on the first anniversary after the occurrence of certain going private transactions and nominate directors to Emmis’ board of directors; and

	•	provide for the automatic conversion upon the proposed merger of JS Acquisition with and into Emmis, with Emmis surviving the merger (i) of the Existing Preferred Stock (other than the Existing Preferred Stock held by Alden) not exchanged for the New Notes into that amount of consideration that would be paid to holders of Class A Common Stock into which the Existing Preferred Stock was convertible immediately prior to the Merger and (ii) of the Existing Preferred Stock held by Alden into the New Notes, as described in this Proxy Statement/Offer to Exchange.

Changes in the Going Private Redemption Transaction Terms

If the Proposed Amendments are adopted, the holders of the Existing Preferred Stock will no longer be entitled to require Emmis to redeem all or a portion of Existing Preferred Stock upon the first anniversary after a “Going Private Redemption Transaction,” which is defined to include going private transactions that are not otherwise changes of control, in which Mr. Jeffrey H. Smulyan, his affiliates or others associated with him participate. The proposed Transactions would be a Going Private Redemption Transaction.

If this amendment is adopted, the completion of the Transactions, which would otherwise be a Going Private Redemption Transaction, would not trigger the requirement for Emmis to redeem all or a portion of Existing Preferred Stock at the prices specified in the articles of incorporation.

Changes in the Manner of Election of the Board of Directors

Currently, Emmis has not paid any dividends on the Existing Preferred Stock since October 15, 2008, and, under the terms of the articles of incorporation, the holders of the Existing Preferred Stock have the right

to nominate two directors to Emmis’ board of directors. The Proposed Amendments would delete that provision.

If the Proposed Amendments are approved, the holders of the Existing Preferred Stock will no longer be entitled to nominate directors to Emmis’ board of directors, regardless of whether Emmis has paid dividends on the Existing Preferred Stock.

Additional Mandatory Conversion Provision

If adopted, the Proposed Amendments will add a provision that provides for the automatic conversion upon the proposed merger of JS Acquisition with and into Emmis, with Emmis surviving the merger (i) of the Existing Preferred Stock (other than the Existing Preferred Stock held by the Alden Fund) not exchanged for the New Notes into that amount of consideration that would be paid to holders of Class A Common Stock into which the Existing Preferred Stock was convertible immediately prior to the Merger and (ii) of the Existing Preferred Stock held by the Alden Fund into the New Notes.

The proposed Transactions include the Merger, which will be a merger of JS Acquisition with and into Emmis, with Emmis surviving the transaction as a subsidiary of JS Parent. Mr. Smulyan will hold all of the shares of a newly issued class of voting common stock of Emmis, and JS Parent will hold all of the shares of a newly issued class of non-voting common stock of Emmis. If the Proposed Amendments are approved and a holder of Existing Preferred Stock does not tender its Existing Preferred Stock into the Exchange Offer, in the Merger each share of that holder’s Existing Preferred Stock will be automatically converted into $5.856 in cash (without interest and less any applicable withholding taxes), which equals the 2.44 shares of Class A Common Stock into which one share of Existing Preferred Stock would convert times $2.40 in cash (without interest and less any applicable withholding taxes), which is the amount per share being paid to holders of Class A Common Stock in the Merger.

No Recommendation of the Board of Directors

The Emmis board of directors believes that, because of the circumstances surrounding the Transactions, including the background of the Transactions, the conflicts of interest inherent in the Transactions and the lack of a recommendation by the Emmis board of directors, each holder of Existing Preferred Stock should not rely on the fairness determination of the Emmis board of directors and should make its own independent analysis.

THE EXCHANGE OFFER

General

We invite holders of Existing Preferred Stock to tender their shares to Emmis under the terms set forth below. Tendering holders of Existing Preferred Stock will not be entitled to receive any dividends with respect to their tendered shares, including unpaid dividends accumulated to date. Shares of Existing Preferred Stock must be tendered on the terms and subject to the conditions set forth in this Exchange Offer and in the related letter of transmittal.

The Exchange Offer

We are offering to issue up to $84.3 million aggregate principal amount of New Notes in exchange for all of the outstanding Emmis Existing Preferred Stock. We are seeking tenders of all outstanding shares of Existing Preferred Stock.

Under the Exchange Offer, we will issue New Notes at a rate of $30.00 aggregate principal amount of New Notes for each $50.00 liquidation preference of Existing Preferred Stock (excluding accrued and unpaid dividends). The New Notes will be issued only in denominations of $1.00 and integral multiples of $1.00. No cash will be paid in lieu of any fractional New Notes that would otherwise be issuable. For a more detailed description of the terms of the New Notes being offered, please see “Description of the New Notes.”

Shareholders tendering Existing Preferred Stock will not be obligated to pay brokerage commissions, solicitation fees, or, upon the terms and subject to the conditions of the Exchange Offer, stock transfer taxes on the acceptance of shares of Existing Preferred Stock by Emmis. However, any tendering shareholder or other payee that is bound by the terms of the letter of transmittal who fails to complete fully and sign the box captioned “Substitute Form W-9” included in the letter of transmittal may be subject to a required federal backup withholding tax of 28% of the gross proceeds paid to the shareholder or other payee pursuant to the Exchange Offer. See “Material United States Federal Income Tax Consequences.” Emmis will pay all charges and expenses of the exchange agent and the information agent incurred in connection with the Exchange Offer.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved the Exchange Offer, passed upon the merits or fairness of the Exchange Offer, or passed upon the adequacy or accuracy of the disclosure in this Proxy Statement/Offer to Exchange. Any representation to the contrary is a criminal offense.

Any shareholder of record wishing to tender all or any portion of his, her or its shares of Existing Preferred Stock must have or establish an account with, and tender those shares through, a broker, dealer, bank or other financial institution that either clears through or maintains a custodial relationship with a direct or indirect participant in the book entry and transfer system of the DTC, because the New Notes issued pursuant to this Exchange Offer will be issued in book-entry form only. A shareholder having shares registered in the name of a broker or a dealer, commercial bank, trust company or other nominee (each, a “nominee”) must contact that nominee if such shareholder desires to tender such shares. Nominees may also tender shares in accordance with the Automated Tender Offer Program procedures of The Depository Trust Company. See “The Exchange Offer — How to Tender — Tender Procedure for Shareholders of Record” and “— Tender Procedure for Nominees.” Shareholders that desire to tender shares of Existing Preferred Stock pursuant to the Exchange Offer but that cannot complete the procedures for book-entry transfer (including delivery of an Agent’s Message) on or prior to the Expiration Date should tender their shares by following the procedures for guaranteed delivery described in “The Exchange Offer — How to Tender.”

Trading Price Information and Treatment of Dividends

The Existing Preferred Stock is listed for trading on the NASDAQ Global Select Market under the ticker symbol “EMMSP.” The Letter of Intent was signed and announced to the public by JS Acquisition and Alden prior the commencement of trading on April 26, 2010. As of April 23, 2010 (the last trading day ending prior

to such announcement), the closing per share sales price of the Existing Preferred Stock, as reported on the NASDAQ Global Select Market, was $21.01. We urge shareholders to obtain current market quotations for the shares of Existing Preferred Stock. See “Price Range and Other Information With Respect to the Existing Preferred Stock.”

Tendering holders of Existing Preferred Stock will not be entitled to receive any dividends with respect to such shares, including the $4.87 per share of accrued and unpaid dividends that have accumulated to date.

Expiration Time, Extensions, Termination and Amendments

The Exchange Offer will terminate at 11:59 p.m., New York City time, on , 2010, unless extended by Emmis in its sole discretion. During any extension of the Exchange Offer, all shares of Existing Preferred Stock previously tendered and not yet exchanged will remain subject to the Exchange Offer (subject to withdrawal rights specified in this Proxy Statement/Offer to Exchange) and may be accepted for exchange by Emmis. The later of 11:59 p.m., New York City time, on , 2010, or the latest time and date to which the Exchange Offer may be extended by Emmis, is referred to as the “Expiration Time.” Emmis expressly reserves the right, at any time or from time to time, to extend the period of time for which the Exchange Offer is to remain open by giving oral or written notice to the exchange agent of such extension prior to 9:00 a.m., New York City time, on the business day after the previously scheduled Expiration Time. We will issue a press release by 9:00 a.m., New York City time, no later than the business day after the previously scheduled Expiration Time if we decide to extend the Exchange Offer.

Emmis expressly reserves the right, in its sole discretion, at any time and from time to time, and regardless of whether or not any of the events set forth under “The Exchange Offer — Conditions to the Exchange Offer” shall have occurred or shall be deemed by Emmis to have occurred, to extend the period of time during which the Exchange Offer is open and thereby delay acceptance for payment of, and payment for, and issuance of New Notes for, any shares by giving oral or written notice of such extension to the exchange agent and making a public announcement thereof. Emmis also expressly reserves the right, in its sole discretion, to terminate the Exchange Offer and not accept for payment or pay for, or issue New Notes for, any shares not previously accepted for payment or paid for, or with respect to which New Notes were issued or, subject to applicable law, to postpone payment for shares upon the occurrence of any of the conditions specified herein under “The Exchange Offer — Conditions to the Exchange Offer” by giving oral or written notice of such termination or postponement to the exchange agent and making a public announcement thereof. Emmis’ reservation of the right to delay payment for shares which it has accepted for payment is limited by Rule 13e-4(f)(5) promulgated under the Exchange Act, which requires that Emmis must pay the consideration offered or return the shares tendered promptly after termination or withdrawal of the Exchange Offer.

Subject to compliance with applicable law, Emmis further reserves the right, in its sole discretion, and regardless of whether any of the events set forth herein under “The Exchange Offer — Conditions to the Exchange Offer” shall have occurred or shall be deemed by Emmis to have occurred, to amend the Exchange Offer in any respect (including, without limitation, by decreasing or increasing the consideration offered in the Exchange Offer to holders of shares or by decreasing or increasing the number of shares being sought in the Exchange Offer). Amendments to the Exchange Offer may be made at any time and from time to time by public announcement thereof. In the case of an extension, such announcement will be issued no later than 9:00 a.m., New York City time, on the next business day after the last previously scheduled or announced Expiration Time. Any material change to the terms of the Exchange Offer will be disseminated promptly to shareholders in a manner reasonably designed to inform shareholders of such change. Without limiting the manner in which Emmis may choose to inform shareholders, except as required by applicable law, Emmis shall have no obligation to publish, advertise or otherwise communicate any such change other than by making a release to the Dow Jones News Service. If Emmis materially changes the terms of the Exchange Offer or the information concerning the Exchange Offer, or if it waives a material condition of the Exchange Offer, Emmis will extend the Exchange Offer to the extent required by Rules 13e-4(d)(2) and 13e-4(e)(3) promulgated under the Exchange Act. Under these rules, the minimum period during which an offer must remain open following material changes in the terms of the Exchange Offer or information concerning the Exchange Offer will depend on the facts and circumstances, including the relative materiality of such terms or information. If

(i) Emmis increases or decreases the price to be paid for shares, increases or decreases the number of shares being sought in the Exchange Offer or, in the event of an increase in the number of shares being sought, such increase exceeds 2% of the number of outstanding shares of a series of Existing Preferred Stock, and (ii) the Exchange Offer is scheduled to expire at any time earlier than the expiration of a period ending on the tenth business day from, and including, the date that such notice of an increase or decrease is first published, sent or given in the manner specified herein, the Exchange Offer will be extended until the expiration of such period of ten business days. For the purposes of the Exchange Offer, a “business day” means any day other than a Saturday, Sunday or Federal holiday and consists of the time period from 12:00 a.m. through 11:59 p.m., New York City time.

How to Tender

A shareholder whose shares are registered in the name of a nominee must contact that nominee for information on how to tender shares. All other shareholder must comply with the procedures set forth below. A tender of Existing Preferred Stock (and Emmis’ subsequent acceptance of a tender pursuant to the procedures set forth below) will constitute a binding agreement between the tendering shareholder and Emmis in accordance with the terms and subject to the conditions set forth herein and in the related letter of transmittal.

Tender Procedure for Shareholders of Record

The New Notes will be issued solely in global form and be registered in the name of Cede & Co., Inc., the nominee of DTC. Consequently, shareholders who wish to tender any shares of the Existing Preferred Stock for New Notes must have or establish an account with, and tender those shares through, a broker, dealer, bank or other financial institution that either clears through or maintains a custodial relationship with a direct or indirect participant in the book entry and transfer system of DTC in order to be eligible to receive the New Notes. The DTC participant will then tender the shares on behalf of the shareholders using the procedures set forth below in “How to Tender — Tender Procedure for Nominees.” Shareholders that desire to tender shares of Existing Preferred Stock pursuant to the Exchange Offer but that cannot complete the procedures for book-entry transfer (including delivery of an Agent’s Message) on or prior to the Expiration Date should tender their shares by following the procedures for guaranteed delivery described in “The Exchange Offer — How to Tender.”

Tender Procedure for Nominees

The exchange agent will establish an account with respect to the shares of each series subject to this Exchange Offer, for purposes of the Exchange Offer, at The Depository Trust Company (the “Book-Entry Transfer Facility”) within two business days after the date of this Exchange Offer. Any nominee that is a participant in the Book-Entry Transfer Facility’s system may tender shares in accordance with the Book-Entry Transfer Facility’s Automated Tender Offer Program (“ATOP”) to the extent it is available to participants for the shares they wish to tender by making book-entry delivery of the shares by causing the Book-Entry Transfer Facility to transfer shares into the exchange agent’s account in accordance with the Book-Entry Transfer Facility’s procedures for transfer. Timely book-entry delivery requires receipt by the exchange agent of a confirmation (a “Book-Entry Confirmation”) at or prior to the Expiration Time. Although delivery of the Existing Preferred Stock may be effected through book-entry transfer into the exchange agent’s account at DTC, an Agent’s Message in connection with the book-entry transfer together with any other documents required by the letter of transmittal, must, in any case, be transmitted to and received by the exchange agent at or prior to the Expiration Time to receive consideration for the Existing Preferred Stock. Delivery of a document to DTC does not constitute delivery to the exchange agent. In order to tender shares by means of ATOP, the procedures for ATOP delivery must be duly and timely completed prior to the Expiration Time. Holders desiring to tender Existing Preferred Stock at the Expiration Time must allow sufficient time for completion of the book-entry transfer ATOP procedures during normal business hours of DTC on that date.

The term “Agent’s Message” means a message transmitted by DTC to, and received by, the exchange agent and forming a part of the Book-Entry Confirmation, which states that:


	•	DTC has received an express acknowledgement from each participant in DTC tendering the Existing Preferred Stock;

	•	shareholders have received the letter of transmittal and agree to be bound by the terms of the letter of transmittal; and

	•	Emmis may enforce the terms of the letter of transmittal against the shareholder.

Notwithstanding any other provision of the Exchange Offer, payment for shares of Existing Preferred Stock tendered and accepted for payment pursuant to the Exchange Offer will, in all cases, be made only after receipt by the exchange agent of Book-Entry Confirmation, including by means of an Agent’s Message, of the transfer of Existing Preferred Stock into the exchange agent’s account at DTC as described above, together with any other documents required by the letter of transmittal or ATOP.

Issuance of New Notes

The New Notes issued pursuant to this Exchange Offer will be issued in book-entry form only; therefore, physical certificates representing the New Notes will not be issued as a result of the exchange offer. As described in “How to Tender — Tender Procedure for Shareholders of Record” set forth above, shareholders who wish to tender their Existing Preferred Stock for New Notes must have or establish an account with, and tender those shares through, a broker, dealer, bank or other financial institution that either clears through or maintains a custodial relationship with a direct or indirect participant in the book-entry and transfer system of DTC in order to be eligible to receive the New Notes. Rather than issuing physical certificates, tendering shareholders will receive through their nominee accounts, credit for the number of book-entry New Notes into which their tendered shares of Existing Preferred Stock are exchanged.

The delivery of all documents required for tendering shares of Existing Preferred Stock is at the election and risk of the tendering shareholder and its nominee.

Guaranteed Delivery

If a shareholder desires to tender shares of Existing Preferred Stock pursuant to the Exchange Offer and the procedures for book-entry transfer (including delivery of an Agent’s Message) cannot be completed on or prior to the Expiration Time, the holder may nevertheless tender shares of Existing Preferred Stock with the effect that the tender will be deemed to have been received on or prior to the Expiration Time if the following conditions are satisfied:


	•	prior to the Expiration Time, the Exchange Agent receives through the DTC ATOP system a notice setting forth the name(s) and address(es) of the holder(s) and the number and series of shares being tendered, and stating that the tender is being made thereby and guaranteeing that the Exchange Agent will receive within three business days after the date of the notice, an Agent’s Message and confirmation of book-entry transfer of the Existing Preferred Stock into the Exchange Agent’s account with DTC, and any other documents required by the letter of transmittal; and

	•	within three business days after the date of the DTC ATOP notice, the Exchange Agent receives a Book-Entry Confirmation of the transfer of the Existing Preferred Stock into the Exchange Agent’s account at DTC as described above and a properly transmitted Agent’s Message.

The exchange consideration for shares of Existing Preferred Stock tendered pursuant to the guaranteed delivery procedures will be the same as that for shares of Existing Preferred Stock tendered before the Expiration Time.

Return of Tendered and Unaccepted Shares of Existing Preferred Stock

If any tendered shares of Existing Preferred Stock are not accepted, or if fewer than all shares evidenced by a shareholder’s certificates are tendered, the shares will be credited to the appropriate account maintained by the tendering shareholder at the Book-Entry Transfer Facility without expense to the shareholder.

Determination of Validity; Rejection of Shares of Existing Preferred Stock; Waiver of Defects; No Obligation to Give Notice of Defects

All questions as to the number of shares of Existing Preferred Stock to be accepted and the validity, form, eligibility (including time of receipt) and acceptance for payment of any tender of shares will be determined by Emmis, in its sole discretion, and its determination shall be final and binding on all parties. Emmis reserves the absolute right to reject any or all tenders of any shares that it determines are not in proper form or the acceptance for payment of or payment for which may, in the opinion of Emmis’ counsel, be unlawful. Emmis also reserves the absolute right to waive any of the conditions of the Exchange Offer or any defect or irregularity in any tender with respect to any particular shares or any particular shareholder and Emmis’ interpretation of the terms of the Exchange Offer will be final and binding on all parties. No tender of shares will be deemed to have been properly made until all defects or irregularities have been cured by the tendering shareholder or waived by Emmis. None of Emmis, the exchange agent, the information agent or any other person will be obligated to give notice of any defects or irregularities in tenders, nor will any of them incur any liability for failure to give any notice.

Tendering Shareholder’s Representation and Warranty; Emmis Acceptance Constitutes an Agreement

A tender of shares pursuant to any of the procedures described above will constitute the tendering shareholder’s acceptance of the terms and conditions of the Exchange Offer, as well as the tendering shareholder’s representation and warranty to Emmis that (a) the shareholder has a net long position in the shares of the series of Existing Preferred Stock tendered or equivalent securities at least equal to the number of shares tendered, within the meaning of Rule 14e-4 promulgated by the SEC under the Exchange Act and (b) the tender of shares complies with Rule 14e-4. It is a violation of Rule 14e-4 for a person, directly or indirectly, to tender shares for that person’s own account unless, at the time of tender (including any extensions thereof), the person so tendering (i) has a net long position equal to or greater than the amount of (x) shares of the series of Existing Preferred Stock tendered or (y) other securities convertible into or exchangeable or exercisable for the shares of the series tendered and will acquire the shares of the series of Existing Preferred Stock for tender by conversion, exchange or exercise and (ii) will deliver or cause to be delivered the shares of the series tendered in accordance with the terms of the Exchange Offer. Rule 14e-4 provides a similar restriction applicable to the tender or guarantee of a tender on behalf of another person. Emmis’ acceptance for payment of shares tendered pursuant to the Exchange Offer will constitute a binding agreement between the tendering shareholder and Emmis upon the terms and conditions of the Exchange Offer.

Lost or Destroyed Certificates

Shareholders whose certificates for part or all of their shares have been lost, stolen, misplaced or destroyed may contact the exchange agent at (800)-301-0524, for instructions as to the documents which will be required to be submitted in order to receive certificate(s) representing the shares. A bond may be required to be posted by the shareholder to secure against the risk that the certificates may be subsequently recirculated. Shareholders are urged to contact the exchange agent immediately in order to permit timely processing of this documentation and to determine if the posting of a bond is required.

Delivery of Documents

All materials related to a shareholder’s tender of Existing Preferred Stock pursuant to the Exchange Offer must be delivered to the shareholder’s nominee for tendering in accordance with the instructions set forth in “How to Tender — Tender Procedure for Nominees” as set forth above. Shareholders should not send documents related to the Exchange Offer to Emmis. Any documents

delivered to Emmis will not be forwarded to the exchange agent and therefore will not be deemed to be properly tendered.

Withdrawal Rights

Except as otherwise provided in this section, tenders made pursuant to the Exchange Offer are irrevocable. Shares of Existing Preferred Stock tendered pursuant to this Exchange Offer may be withdrawn:


	•	at any time prior to the Expiration Time; or

	•	if not yet accepted for payment, after , 2010.

For a withdrawal to be effective, shareholders must contact the broker, dealer, bank or other financial institution that either clears through or maintains a custodial relationship with a direct or indirect participant in the book entry and transfer system of DTC through which the shareholder tendered its shares of Existing Preferred Stock and request the DTC participating institution to send an ATOP notice of withdrawal so that it is received by the Exchange Agent before the Expiration Time. The notice of withdrawal must specify the name of the person that tendered the shares to be withdrawn, the number of shares tendered, the number of shares to be withdrawn and the name and the number of the account at the Book-Entry Transfer Facility to be credited with the withdrawn shares and must otherwise comply with the Book-Entry Transfer Facility’s procedures.

All questions as to the form and validity (including the time of receipt) of notices of withdrawal will be determined by Emmis in its sole discretion, and its determination shall be final and binding on all parties. None of Emmis, the information agent or the exchange agent or any other person is or will be obligated to give notice of any defects or irregularities in any notice of withdrawal, and none of them will incur any liability for failure to give any such notice.

Withdrawals may not be rescinded, and shares properly withdrawn shall not be deemed to be duly tendered for purposes of the Exchange Offer. Withdrawn shares, however, may be re-tendered before the Expiration Time by again following the procedures described under “The Exchange Offer — How to Tender.”

If Emmis extends the Exchange Offer, is delayed in its purchase of Existing Preferred Stock or is unable to accept shares pursuant to the Exchange Offer for any reason, then, without prejudice to Emmis rights under the Exchange Offer, the exchange agent may, subject to applicable law, retain tendered shares on behalf of Emmis, and such shares may not be withdrawn except to the extent tendering shareholders are entitled to withdrawal rights as described herein.

Acceptance of Shares of Existing Preferred Stock for Exchange; Delivery of Shares of Preferred Stock to be Exchanged

Upon the terms and subject to the conditions of the Exchange Offer, promptly following the Expiration Time, Emmis will accept for exchange shares properly tendered prior to the Expiration Time. Emmis shall issue the New Notes for shares of Existing Preferred Stock that are properly tendered and not properly withdrawn only when, as and if it gives oral or written notice to the exchange agent of its acceptance of shares for exchange pursuant to the Exchange Offer. That notice, subject to the provisions of the Exchange Offer, may be given at any time after the Expiration Time.

Upon the terms and subject to the conditions of the Exchange Offer, promptly following the Expiration Time, Emmis will accept any and all shares of Existing Preferred Stock properly tendered or such lesser number of shares as are properly tendered and not properly withdrawn.

The New Notes will be issued to DTC in the name of its nominee, Cede & Co., and the accounts of its participants appropriately credited. Issuance of the New Notes is expected to occur no later than the date of

entry into the Indenture. Certificates for all tendered shares not purchased will be credited after the Expiration Time or termination of the Exchange Offer to the account maintained with the Book-Entry Transfer Facility by the participant who so delivered the shares without expense to the tendering shareholder. In addition, if certain events occur, Emmis may not be obligated to purchase any shares in the Exchange Offer. See “The Exchange Offer — Conditions to the Exchange Offer.”

Emmis will pay all stock transfer taxes, if any, payable on the transfer to it of shares acquired pursuant to the Exchange Offer by shareholders of record. However, if the New Notes are to be registered in the name of any person other than the shareholder of record, or if tendered shares are registered in the name of any person other than the person bound by the respective letter of transmittal, the amount of any stock transfer taxes (whether imposed on the shareholder of record or such other person) payable on account of the transfer to such person will be deducted from the exchange price (i.e., the principal amount of the New Notes issued in the Exchange Offer), unless satisfactory evidence of the payment of such taxes or exemption therefrom is submitted.

Any tendering shareholder of record (or other payee) who fails to complete fully and sign the “Substitute Form W-9” included as part of the respective letter of transmittal may be subject to required back-up federal income tax withholding of 28% of the gross proceeds paid to such shareholder or other payee pursuant to the Exchange Offer. See “Material United States Federal Income Tax Consequences.”

Denominations

The New Notes will be issued only in denominations of $1.00 and integral multiples of $1.00. No cash will be paid in lieu of any fractional New Notes that would otherwise be issuable.

Conditions to the Exchange Offer

We will complete the Exchange Offer only if:


	•	the Proposed Amendments are adopted by the holders of Common Stock and Existing Preferred Stock;

	•	the tender of shares of Class A Common Stock, that, when combined with the Rollover Shares and the shares of Common Stock beneficially owned by the Purchaser Group and the Alden Fund, will constitute a majority of the votes able to be cast with respect to the Merger. Based on the number of outstanding shares as of May 17, 2010, a minimum of approximately 32.8% of our Class A Common Stock would need to be tendered and not withdrawn for this condition to be satisfied;

	•	the Alden Purchase Agreement remains in full force and effect and Alden Media funding its obligations under the Alden Purchase Agreement when due;

	•	there is no change in the laws and regulations which would reasonably be expected to impair Emmis’ ability to proceed with the Exchange Offer;

	•	the Indenture under which the New Notes will be issued is qualified under the Trust Indenture Act of 1939;

	•	there is no action or proceeding instituted or threatened in any court or before any governmental agency or body that would reasonably be expected to prohibit, prevent or otherwise impair Emmis’ ability to proceed with the Exchange Offer; and

	•	we obtain all governmental approvals that we deem in our sole discretion necessary to complete the Exchange Offer.

These conditions are for our sole benefit. We may assert any one of these conditions regardless of the circumstances giving rise to it and may also waive any one of them, in whole or in part, at any time and from time to time, if we determine in our reasonable discretion that it has not been satisfied, subject to applicable law. Notwithstanding the foregoing, all conditions to the Exchange Offer must be satisfied or waived before the expiration of the Exchange Offer. If we waive a condition to the Exchange Offer, the waiver will be

applied equally to all shareholders. We will not be deemed to have waived our rights to assert or waive these conditions if we fail at any time to exercise any of them. Each of these rights will be deemed an ongoing right which we may assert at any time and from time to time.

Any determination by Emmis concerning any events described in this section and any related judgment or decision by Emmis regarding the inadvisability of proceeding with the Exchange Offer shall be final and binding upon all parties. The foregoing conditions are for the sole benefit of Emmis and may be asserted by Emmis in circumstances giving rise to those conditions or may be waived by Emmis in whole or in part. Emmis’ failure at any time to exercise any of the above conditions shall not be deemed a waiver of any such right, and each such right shall be deemed an ongoing right that may be asserted at any time and from time to time until the expiration or termination of the Exchange Offer. However, unless sooner terminated, the Exchange Offer will remain open until all conditions have been satisfied or waived. Moreover, Emmis cannot waive the conditions requiring the requisite approvals of the holders of Existing Preferred Stock and Common Stock.

Exchange Agent

The name and address of the exchange agent are set forth on the back cover of this Proxy Statement/Offer to Exchange.

Information Agent

The name and address of the information agent are set forth on the back cover of this Proxy Statement/Offer to Exchange.

Letters of transmittal and certificates representing the shares of Existing Preferred Stock tendered should not be sent to the information agent. See “The Exchange Offer — How to Tender.”

Exemption from Registration Requirements

The New Notes to be included in the Exchange Offer will be issued pursuant to an exemption from the registration requirements of the Securities Act under Section 3(a)(9) of the Securities Act. Section 3(a)(9) provides for an exemption from registration for any security exchanged by an issuer with its existing security holders exclusively where no commission or other remuneration is paid or given directly or indirectly for soliciting such exchange. When securities are exchanged for other securities of an issuer under Section 3(a)(9), the securities received in essence assume the character of the exchanged securities for purposes of the Securities Act. Accordingly, if tendering shareholders tender shares of Existing Preferred Stock that are “restricted securities” within the meaning of Rule 144 under the Securities Act because of their status as an affiliate of Emmis, the New Notes those tendering shareholders will receive in the Exchange Offer will not be freely tradable and any resale would have to comply with applicable exemptions under the securities laws, including without limitation, Rule 144(k) under the Securities Act. If the shares of Existing Preferred Stock tendering shareholders tender are not so “restricted,” the New Notes that those tendering shareholders receive will be freely tradable.

Certain Legal Matters; Regulatory Approvals

Emmis is not aware of any license or regulatory permit material to its business that is reasonably likely to be adversely affected by Emmis’ acquisition of shares of Existing Preferred Stock as contemplated herein or of any approval or other action by any government or governmental, administrative or regulatory authority, agency or tribunal, domestic or foreign, that would be required for the acquisition or ownership of shares by Emmis as contemplated herein. Should any such approval or other action be required, Emmis presently contemplates that such approval or other action will be sought or taken. Emmis is unable to predict whether it will be required to delay the acceptance for payment of or payment for shares tendered pursuant to the Exchange Offer pending the outcome of any such matter. There can be no assurance that any such approval or other action, if needed, would be obtained or would be obtained without substantial conditions or that the failure to obtain any such approval or other action might not result in adverse consequences to Emmis’

business. Emmis’ obligations under the Exchange Offer to accept for payment, and pay for and issue New Notes for, shares are subject to certain conditions. See “The Exchange Offer — Conditions to the Exchange Offer.”

Miscellaneous Matters

Emmis is not aware of any jurisdiction in which the making of the Exchange Offer is not in compliance with applicable law. If Emmis becomes aware of any jurisdiction where the making of the Exchange Offer or the acceptance or purchase of the shares is not in compliance with any valid applicable law, Emmis will make a good faith effort to comply with such law. If, after such good faith effort, Emmis cannot comply with such law, the Exchange Offer will not be made to (nor will tenders be accepted from or on behalf of) the holders of shares residing in such jurisdiction. In any jurisdiction where the securities, blue sky or other laws require the Exchange Offer to be made by a licensed broker or dealer, the Exchange Offer shall be deemed to be made on Emmis’ behalf by one or more registered brokers or dealers licensed under the laws of the jurisdiction.

Payment of Expenses

The Exchange Offer is being made by Emmis in reliance on the exemption from the registration requirements of the Securities Act of 1933, as amended, afforded by Section 3(a)(9) thereof.

Therefore, Emmis will not pay any commission or other remuneration to any broker, dealer, salesman or other person for soliciting tenders of the Existing Preferred Stock. However, regular employees of Emmis (who will not be additionally compensated therefor) may solicit tenders and will answer inquiries concerning the Exchange Offer.

Emmis has retained BNY Mellon Shareowner Services to act as information agent and BNY Mellon Shareowner Services to act as exchange agent in connection with the Exchange Offer. The information agent may contact holders of shares by mail, telephone, facsimile, telex, telegraph and personal interviews and may request nominees to forward materials relating to the Exchange Offer to beneficial owners. The information agent and the exchange agent will each receive reasonable and customary compensation for their respective services.

No fees or commissions will be payable by Emmis to brokers, dealers or other persons (other than fees to the information agent and exchange agent as described above) for soliciting tenders of shares pursuant to the Exchange Offer. A shareholder holding shares through a nominee is urged to consult such nominee to determine whether transaction costs are applicable if such shareholder tenders shares through such nominee and not directly to the exchange agent. Emmis, through JS Acquisition, will, however, upon request, reimburse nominees for customary mailing and handling expenses incurred by them in forwarding the Exchange Offer and related materials to the beneficial owners of shares held by them as a nominee or in a fiduciary capacity. No nominee has been authorized to act as the agent of Emmis, the information agent or the exchange agent for purposes of the Exchange Offer. Emmis will pay or cause to be paid all stock transfer taxes, if any, on its purchase of shares except as otherwise provided under “The Exchange Offer — Acceptance of Shares of Existing Preferred Stock for Exchange; Delivery of New Notes to be Exchanged.”

PRICE RANGE AND OTHER INFORMATION WITH RESPECT TO
THE EXISTING PREFERRED STOCK

Price Range

Emmis’ shares of Existing Preferred Stock are listed for trading on the NASDAQ Global Select Market under the symbol “EMMSP”. The following table sets forth for the calendar quarters indicated the range of the high and low sale prices for the Existing Preferred Stock on the NASDAQ Global Select Market since the first quarter of 2008.


	Stock Prices
	Existing Preferred Stock
	High		Low

2008
1^st Quarter	$	38.84	$	24.00
2^nd Quarter		27.38		23.05
3^rd Quarter		25.25		16.00
4^th Quarter		18.40		1.21
2009
1^st Quarter	$	3.29	$	0.90
2^nd Quarter		2.70		0.90
3^rd Quarter		11.00		1.23
4^th Quarter		17.43		6.36
2010
1^st Quarter	$	17.14	$	12.56
2^nd Quarter		29.88		15.61

Dividend Information

The terms of the Existing Preferred Stock provide for a quarterly dividend payment of $0.78125 per share on each January 15, April 15, July 15 and October 15. Emmis has not declared a dividend on the Existing Preferred Stock since October 15, 2008. Emmis did declare and pay dividends of $0.78125 per share on the Existing Preferred Stock on October 15, 2008, July 15, 2008 and April 15, 2008.

As of April 15, 2010, cumulative preferred dividends in arrears total $13.7 million, or $4.87 per share. Failure to pay the dividend is not a default under the terms of the Existing Preferred Stock. Nevertheless, if dividends remain unpaid for more than six quarters, the holders of the Existing Preferred Stock are entitled to elect two persons to Emmis’ board of directors. The holders of the Existing Preferred Stock are currently entitled to do so.

The Credit Facility prohibits Emmis from paying dividends on the Existing Preferred Stock during the period during which the fixed charge coverage ratio and total leverage ratio covenants are suspended. We are currently in that “Suspension Period.” See “Management’s Discussion and Analysis of Results of Operations and Financial Condition — Liquidity and Capital Resources.”

Payment of future Existing Preferred Stock dividends is at the discretion of Emmis’ board of directors.

Repurchases of Existing Preferred Stock

Within the past two years, Emmis has not repurchased any shares of Existing Preferred Stock.

Book Value per Share

As of February 28, 2010, Emmis’ book value per share of Common Stock was $(5.06), and Emmis’ book value per share of Existing Preferred Stock was $(13.71).

CAPITALIZATION

The table below sets forth Emmis’ actual cash and cash equivalents, long-term debt (including current maturities) and shareholders’ equity at February 28, 2010, and as adjusted to give effect to the Transactions (assuming that all of the shares of Existing Preferred Stock are tendered into the Exchange Offer), and assuming the closing of all of the Transactions occurred on February 28, 2010. See “The Transactions.”

The table below should be read in conjunction with Emmis’ consolidated financial statements and related notes, which are included elsewhere in this Proxy Statement/Offer to Exchange.


	As of February 28, 2010
			As Adjusted
	Actual		(Unaudited)
	(Dollars in thousands)

Cash and cash equivalents	$	6,814	$	6,814
Deferred debt issuance costs, net of accumulated amortization¹		4,227		4,437
Indebtedness of Emmis Operating and its subsidiaries:
Credit Facility (including current maturities)(1):
Revolving facility	$	2,000	$	2,000
Term loans		339,150		339,150
Capitalized lease obligations		24		24
Other indebtedness of Emmis Communications Corporation:
New Notes		—		84,275

Total consolidated indebtedness	$	341,174	$	425,449
Existing Preferred Stock, $0.01 par value, $50.00 liquidation preference per share, 2,809,170 actual shares outstanding, no shares outstanding as-adjusted	$	140,459		—
Shareholders’ deficit:
Class A Common Stock, $0.01 par value, 32,661,550 actual shares outstanding, no shares outstanding as-adjusted	$	327	$	—
Class B Common Stock, $0.01 par value, 4,930,680 actual shares outstanding, no shares outstanding as-adjusted		49		—
New Voting Common Stock, $0.01 par value, no actual shares outstanding, 10 shares outstanding as-adjusted



	Transaction Valuation⁽¹⁾			Amount of Filing Fee⁽²⁾
	$68,796,573			$4,906


Amount Previously Paid:	N/A	Filing Party:	N/A
Form or Registration No.:	N/A	Date Filed:	N/A

o		third-party tender offer subject to Rule 14d-1.

þ		issuer tender offer subject to Rule 13e-4.

þ		going-private transaction subject to Rule 13e-3.

o		amendment to Schedule 13D under Rule 13d-2.


	Item 1. Summary Term Sheet
	Item 2. Subject Company Information
	Item 3. Identity and Background of Filing Person
	Item 4. Terms of the Transaction
	Item 5. Past Contacts, Transactions, Negotiations and Agreements
	Item 6. Purposes of the Transaction and Plans or Proposals
	Item 7. Source and Amount of Funds or Other Consideration
	Item 8. Interest in Securities of the Subject Company
	Item 9. Persons/Assets, Retained, Employed, Compensated or Used
	Item 10. Financial Statements
	Item 11. Additional Information
	Item 12. Exhibits
	Item 13. Information Required by Schedule 13E-3
SIGNATURE
EXHIBIT INDEX
EX-99.A.1.I
EX-99.A.1.II
EX-99.A.1.III
EX-99.A.1.IV
EX-99.A.1.V
EX-99.A.1.VI
EX-99.D.V


Exhibit		Description
(a)(1)(i)*		Proxy Statement/Offer to Exchange dated May 27, 2010.

(a)(1)(ii)*		Letter of Transmittal.

(a)(1)(iii)*		Notice of Guaranteed Delivery.

(a)(1)(iv)*		Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.

(a)(1)(v)*		Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.

(a)(1)(vi)*		Guidelines for Certification of Taxpayer Identification Number on Substitute IRS Form W-9.

(a)(1)(vii)		Form of Indenture (the “New Notes Indenture”) between Emmis and U.S. Bank National Association, as Trustee, with respect to the 12% Senior Subordinated Notes due 2017 (incorporated by reference to Exhibit T3C to Emmis’ Application on Form T-3 dated May 27, 2010).

(a)(l)(viii)		Form of New Note (included as Exhibit A to the New Notes Indenture).


(1)		The transaction valuation is estimated solely for purposes of calculating the filing fee. As of May 24, 2010, Emmis Communications Corporation (“Emmis”) had outstanding 2,809,170 shares of 6.25% Series A Cumulative Convertible Preferred Stock, par value $0.01 (the “Existing Preferred Stock”). The calculation is based on the assumption that all outstanding shares of the Existing Preferred Stock will be acquired by Emmis in the Exchange Offer, and is based on the average of the high and low sales prices of the Existing Preferred Stock on May 24, 2010 being $24.49, as reported on the Nasdaq Global Select Market. Based on this average, the total transaction value is equal to $68,796,573.

(2)		The amount of the filing fee is calculated in accordance with Rule 0-11 of the Securities Exchange Act of 1934, as amended, and Fee Rate Advisory #4 for Fiscal Year 2010, issued December 12, 2009. The fee equals $71.30 per one million dollars of transaction value.


Exhibit		Description
(a)(l)(ix)		Joint Press Release, dated April 26, 2010, issued by JS Acquisition, Inc. and Alden Global Capital (incorporated by reference to the Statement on Schedule TO of JS Acquisition dated April 26, 2010).

(a)(l)(x)		Press Release, dated May 26, 2010, issued by Emmis Communications Corporation (incorporated by reference to the Statement on Schedule TO-C & DEFA 14A of Emmis Communications Corporation, dated May 26, 2010).

(d)(i)		Letter of Intent, dated April 26, 2010, by and between Alden Global Capital and JS Acquisition (incorporated by reference to the Statement on Schedule TO of JS Acquisition, dated April 26, 2010).

(d)(ii)*		Securities Purchase Agreement, dated May 24, 2010 by and among Alden Global Distressed Opportunities Master Fund, L.P., Alden Global Value Recovery Master Fund, L.P., Alden Media Holdings, LLC, JS Acquisition, LLC and Jeffrey H. Smulyan (attached as Appendix II to the Proxy Statement/Offer to Exchange).

(d)(iii)*		Form of Amended and Restated Operating Agreement, to be entered into by and among Alden Media Holdings, LLC, Jeffrey H. Smulyan, JS Acquisition, LLC and certain other parties (attached as Appendix III to the Proxy Statement/Offer to Exchange).

(d)(iv)*		Agreement and Plan of Merger, dated May 25, 2010, by and among Emmis, JS Acquisition, LLC and JS Acquisition, Inc. (attached as Appendix IV to the Proxy Statement/Offer to Exchange).

(d)(v)*		Form of Registration Rights Agreement to be entered into by and among JS Acquisition, LLC, Alden Media Holdings, LLC and Jeffrey H. Smulyan on the date of the closing of the transactions contemplated by the Alden Purchase Agreement.

(d)(vi)		Rollover Agreement, dated May 24, 2010, by and among JS Acquisition, LLC, and the Rolling Shareholders (as defined therein (incorporated by reference to Jeffrey H. Smulyan’s Schedule 13D/A filed with the Commission on May 27, 2010)).


*		Filed herewith

**		Previously filed

***		To be filed by amendments


EMMIS COMMUNICATIONS CORPORATION
By:	/s/ J. Scott Enright
	Name:	J. Scott Enright
	Title:	Executive Vice President, General Counsel and Secretary

JS ACQUISITION, LLC
By:	/s/ Jeffrey H. Smulyan
	Name:	Jeffrey H. Smulyan
	Title:	President, Treasurer and Secretary

JS ACQUISITION, INC.
By:	/s/ Jeffrey H. Smulyan
	Name:	Jeffrey H. Smulyan
	Title:	President, Treasurer and Secretary


/s/ Jeffrey H. Smulyan Mr. Jeffrey H. Smulyan


	Page

SUMMARY TERM SHEET		1
Summary of the Proposed Transactions		1
HISTORICAL AND AS-ADJUSTED CORPORATE AND CAPITAL STRUCTURE		6
QUESTIONS AND ANSWERS ABOUT THE PROPOSED AMENDMENTS, THE TRANSACTIONS AND THE SPECIAL MEETING		7
SUMMARY OF THE EXCHANGE OFFER		18
SUMMARY OF THE PROXY SOLICITATIONS		22
SUMMARY OF THE NEW NOTES		25
RISK FACTORS		28
Risks Related to Our Capital Structure and the Transactions		28
Risks Related to the New Notes		31
Risks Related to the Exchange Offer		34
Risks Applicable to Existing Preferred Stock not Tendered in the Exchange Offer		36
Risks Related to Our Business		37
FORWARD-LOOKING STATEMENTS		42
THE TRANSACTIONS		43
SPECIAL FACTORS		61
THE SPECIAL MEETING		84
THE PROPOSAL		86
THE EXCHANGE OFFER		88
PRICE RANGE AND OTHER INFORMATION WITH RESPECT TO THE EXISTING PREFERRED STOCK		97
CAPITALIZATION		98
SELECTED FINANCIAL INFORMATION		99
RATIO OF EARNINGS TO FIXED CHARGES		101
MANAGEMENT’S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION		102
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK		102
BUSINESS		103
MANAGEMENT		104
Compensation Tables		109
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS		118
PRINCIPAL SHAREHOLDERS		119
DESCRIPTION OF OTHER INDEBTEDNESS		122
DESCRIPTION OF THE NEW NOTES		125
CERTAIN MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES		139
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM		146
WHERE YOU CAN FIND MORE INFORMATION		146


SCHEDULES
Schedule A	—	Information Concerning the Directors and Executive Officers of JS Acquisition and JS Parent	A-1
Schedule B	—	Text of Proposed Amendments	B

APPENDICES
Appendix I	—	Emmis’ Annual Report on Form 10-K for the fiscal year ended February 28, 2010	I
Appendix II	—	Securities Purchase Agreement, dated May 24, 2010, by and among Alden Global Distressed Opportunities Master Fund, L.P., Alden Global Value Recovery Master Fund, L.P., Alden Media Holdings, LLC, JS Parent and Jeffrey H. Smulyan	II
Appendix III	—	Form of Amended and Restated Operating Agreement, to be entered into by and among Alden Media Holdings, LLC, Jeffrey H. Smulyan, JS Parent and certain other parties	III
Appendix IV	—	Agreement and Plan of Merger, dated May 25, 2010, by and among Emmis, JS Parent and JS Acquisition	IV


(1)		As of February 28, 2010, there were $339.2 million of term loans, $2.0 million of revolving borrowings and $0.9 million of outstanding letters of credit outstanding under the Credit Facility, with $17.1 million available for borrowing under the revolving facility.