SC TO-I

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO

Tender Offer Statement Under Section 14(d)(1) or 13(e)(1)

of the Securities Exchange Act Of 1934

EMMIS COMMUNICATIONS CORPORATION

(Name of Subject Company and Filing Person)

Class A Common Stock, Par Value $0.01 Per Share

(Title of Class of Securities)

291525103

(CUSIP Number of Class of Securities)

J. Scott Enright, Esq.

One Emmis Plaza

40 Monument Circle

Suite 700

Indianapolis, Indiana 46204

(317) 266-0100

Copy to:

James M. Dubin, Esq.

Paul, Weiss, Rifkind, Wharton & Garrison LLP

1285 Avenue of the Americas

New York, New York 10019-6064

(212) 373-3000

(Name, address and telephone number of person authorized

to receive notices and communications on behalf of the Offeror)

CALCULATION OF FILING FEE

Transaction Valuation*	Amount of Filing Fee**
$399,937,500.00	$47,073.00

*  Estimated for purposes of calculating the amount of the filing fee only, this amount is based on the purchase of 20,250,000 shares of Class A common stock at the maximum tender offer price of $19.75 per share.

**  The amount of the filing fee, calculated in accordance with Rule 0-11 of the Securities Exchange Act of 1934, as amended, equals $117.70 per million of the aggregate amount of the cash offered by Emmis Communications Corporation

o  Check the box if any part of the filing fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid:	Filing Party:
Form or Registration No.:	Date Filed:

o  Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

    Check the appropriate boxes below to designate any transaction to which the statement relates:

o  Third-party tender offer subject to Rule 14d-1.

x  issuer tender offer subject to Rule 13e-4.

o  going-private transaction subject to Rule 13e-3.

o  amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer. o

INTRODUCTION

      This Tender Offer Statement on Schedule TO relates to the offer by Emmis Communications Corporation, an Indiana corporation (“Emmis” or the “Company”), to purchase up to 20,250,000 shares of its Class A common stock, par value $0.01 per share (the “Class A common stock”), at a price not greater than $19.75 nor less than $17.25 per share, net to the seller in cash, without interest, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated May 16, 2005 (the “Offer to Purchase”), a copy of which is attached hereto as Exhibit (a)(1)(A) and in the related Letter of Transmittal (the “Letter of Transmittal”), a copy of which is attached hereto as Exhibit (a)(1)(B). This Tender Offer Statement on Schedule TO is intended to satisfy the reporting requirements of Rule 13e6-4(c)(2) of the Securities Exchange Act of 1934.

Item 1. Summary Term Sheet.

      The information set forth under “Summary Term Sheet” in the Offer to Purchase is incorporated herein by reference.

Item 2. Subject Company Information.

      The name of the issuer is Emmis Communications Corporation, an Indiana corporation (the “Company”), and the address of its principal executive office is One Emmis Communications, 40 Monument Circle, Indianapolis, Indiana 46204. The Company’s telephone number is (317) 266-0100.

      This Tender Offer Statement on Schedule TO relates to the offer by the Company to purchase shares of its Class A common stock, $0.01 par value per share. The Company is offering to purchase up to 20,250,000 shares of Class A common stock, or such lesser number of shares as are properly tendered and not properly withdrawn, at a price not greater than $19.75 nor less than $17.25 per share, net to the seller in cash, without interest. The Company’s offer is being made upon the terms and subject to the conditions set forth in the Offer to Purchase and in the related Letter of Transmittal, which, together with the Offer to Purchase, as amended or supplemented from time to time, constitute the offer.

      The information set forth in the Offer to Purchase under “Summary Term Sheet,” “Introduction,” Section 1 (“Number of Shares; Proration”) and Section 8 (“Price Range of the Shares”) is incorporated herein by reference.

Item 3. Identity and Background of Filing Person.

      The Company is also the filing person. The Company’s address and telephone number are set forth in Item 2 above. The information set forth in the Offer to Purchase under Section 11 (“Interest of Directors and Executive Officers; Transactions and Arrangements Concerning the Shares”) is incorporated herein by reference.

Item 4. Terms of the Transaction.

      The following sections of the Offer to Purchase contain a description of the material terms of the transaction and are incorporated herein by reference:

•  “Summary Term Sheet”;

•  “Introduction”;

•  Section 1 (“Number of Shares; Proration”);

•  Section 3 (“Procedures for Tendering Shares”);

•  Section 4 (“Withdrawal Rights”);

•  Section 5 (“Purchase of Shares and Payment of Purchase Price”);

•  Section 6 (“Conditional Tender of Shares”);

•  Section 7 (“Conditions of the Tender Offer”);

•  Section 8 (“Price Range of the Shares”);

•  Section 9 (“Source and Amount of Funds”);

•  Section 13 (“Legal Matters; Regulatory Approvals”);

•  Section 14 (“United States Federal Income Tax Consequences”); and

•  Section 15 (“Extension of the Tender Offer; Termination; Amendment”).

      The Company’s directors and executive officers have advised the Company that they do not intend to tender any of their shares of Class A common stock in this offer.

Item 5. Past Contracts, Transactions, Negotiations and Agreements.

      The information set forth in the Offer to Purchase under Section 11 (“Interest of Directors and Executive Officers; Transactions and Arrangements Concerning the Shares”) is incorporated herein by reference.

Item 6. Purposes of the Transaction and Plans or Proposals.

      The information set forth in the Offer to Purchase under Section 2 (“Purpose of the Tender Offer; Certain Effects of the Tender Offer; Litigation; Strategic Alternatives for Our Television Assets; and Other Plans”) is incorporated herein by reference.

Item 7. Source and Amount of Funds or Other Consideration.

      The information set forth in the Offer to Purchase under Section 9 (“Source and Amount of Funds”) is incorporated herein by reference.

Item 8. Interest in Securities of the Subject Company.

      The information set forth in the Offer to Purchase under Section 11 (“Interest of Directors and Executive Officers; Transactions and Arrangements Concerning the Shares”) is incorporated herein by reference.

Item 9. Persons/ Assets, Retained, Employed, Compensated or Used.

      The information under Section 16 (“Fees and Expenses”) and Section 17 (“Miscellaneous”) is incorporated herein by reference.

Item 10. Financial Statements.

      The information set forth in Item 8 of the Company’s Annual Report on Form 10-K for the fiscal year ended February 28, 2005 and in the Offer to Purchase under Section 10 (“Certain Information Concerning Emmis”) is incorporated herein by reference.

Item 11. Additional Information.

      The information set forth in the Offer to Purchase under Section 11 (“Interest of Directors and Executive Officers; Transactions and Arrangements Concerning the Shares”), Section 9 (“Source and Amount of Funds”) and Section 13 (“Legal Matters; Regulatory Approvals”) is incorporated herein by reference. To the knowledge of the Company, no material legal proceedings relating to the tender offer are pending.

2

Item 12. Exhibits.

(a)(1)(A)*	Offer to Purchase dated May 16, 2005.
(a)(1)(B)*	Letter of Transmittal.
(a)(1)(C)*	Notice of Guaranteed Delivery.
(a)(1)(D)*	Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees dated May 16, 2005.
(a)(1)(E)*	Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees dated May 16, 2005.
(a)(1)(F)*	Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.
(a)(1)(G)	Press Release, dated May 10, 2005, incorporated by reference to the Company’s Statement on Schedule TO filed on May 10, 2005.
(a)(1)(H)*	Press Release, dated May 16, 2005.
(a)(1)(I)*	Summary Advertisement.
(a)(1)(J)*	Letter to Shareholders from the Chief Executive Officer of the Company, dated May 16, 2005.
(a)(1)(K)*	Letter to Participants in the Emmis Operating Company 401(k) Plan.
(a)(1)(L)*	Letter to Participants in the Emmis Operating Company Profit Sharing Plan.
(a)(2)	Not Applicable.
(a)(3)	Not Applicable.
(a)(4)	Not Applicable.
(a)(5)	Not Applicable.
(b)(1)*	Amendment Commitment Letter, dated as of May 15, 2005, among Banc of America Securities LLC, Bank of America, N.A. and Emmis Operating Company.
(b)(2)*	Commitment and Engagement Letter, dated as of May 15, 2005, between Banc of America Securities LLC and the Company.
(b)(3)	Revolving Credit and Term Loan Agreement dated May 10, 2004, incorporated by reference from Exhibit 10.1 to Emmis’ Annual Report on Form 10-K for the fiscal year ended February 29, 2004.
(d)(1)	Employment Agreement, dated as of March 1, 2004, by and between Emmis Operating Company and Jeffrey H. Smulyan, incorporated by reference from Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended August 31, 2004.
(d)(2)	Employment Agreement, dated as of March 1, 2002, by and between Emmis Operating Company and Richard Cummings, incorporated by reference from Exhibit 10.21 to the Company’s Annual Report on Form 10-K for the fiscal year ended February 28, 2003.
(d)(3)	Amendment to Employment Agreement, dated February 7, 2005, by and between Emmis Operating Company and Richard Cummings, incorporated by reference from Exhibit 10.2 to the Company’s Form 8-K filed February 11, 2005.
(d)(4)	Employment Agreement, dated as of March 1, 2002, by and between Emmis Operating Company and Walter Z. Berger, incorporated by reference from Exhibit 10.24 to the Company’s Annual Report on Form 10-K for the fiscal year ended February 28, 2003.
(d)(5)	Amendment to Employment Agreement, dated February 7, 2005, by and between Emmis Operating Company and Walter Z. Berger, incorporated by reference from Exhibit 10.4 to the Company’s Form 8-K filed February 11, 2005.
(d)(6)	Employment Agreement, dated as of March 1, 2003, by and between Emmis Operating Company and Randall D. Bongarten, incorporated by reference from Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q for the quarter ended May 31, 2003.
(d)(7)	Amendment to Employment Agreement, dated May 13, 2005, by and among the Company, Emmis Operating Company and Randall D. Bongarten, incorporated by reference from Exhibit 10.16 to the Company’s Annual Report on Form 10-K for the fiscal year ended February 28, 2005.

3

(d)(8)	Employment Agreement, effective as of March 1, 2003, by and between Emmis Operating Company and Gary L. Kaseff, incorporated by reference from Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended August 31, 2003.
(d)(9)	Amendment to Employment Agreement, dated February 7, 2005, by and between Emmis Operating Company and Gary L. Kaseff, incorporated by reference from Exhibit 10.3 to the Company’s Form 8-K filed February 11, 2005.
(d)(10)	Change in Control Severance Agreement, dated as of March 1, 2004, by and between the Company and Jeffrey H. Smulyan, incorporated by reference from Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended August 31, 2004.
(d)(11)	Change in Control Severance Agreement, dated as of August 11, 2003, by and between the Company and Walter Z. Berger, incorporated by reference from Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended August 31, 2003.
(d)(12)	Change in Control Severance Agreement, dated as of August 11, 2003, by and between the Company and Gary L. Kaseff, incorporated by reference from Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended August 31, 2003.
(d)(13)	Change in Control Severance Agreement, dated as of August 11, 2003, by and between the Company and Randall D. Bongarten, incorporated by reference from Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q for the quarter ended August 31, 2003, as amended by Amendment to Employment Agreement, dated May 13, 2005, by and among the Company, Emmis Operating Company and Randall D. Bongarten, incorporated by reference from Exhibit 10.16 to the Company’s Annual Report on Form 10-K for the fiscal year ended February 28, 2005.
(d)(14)	Change in Control Severance Agreement, dated as of August 11, 2003, by and between the Company and Richard F. Cummings, incorporated by reference from Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q for the quarter ended August 31, 2003.
(d)(15)	Emmis Operating Company Profit Sharing Plan, as amended, effective March 1, 1997 incorporated by reference from Exhibit 10.1 to the Company’s Annual Report on Form 10-K for the fiscal year ended February 28, 2003.
(d)(16)	Emmis Communications Corporation 1994 Equity Incentive Plan, incorporated by reference from Exhibit 10.5 to the Company’s Registration Statement on Form S-1, File No. 33-73218.
(d)(17)	The Emmis Communications Corporation 1995 Non-Employee Director Stock Option Plan, incorporated by reference from Exhibit 10.15 to the Company’s Annual Report on Form 10-K for the fiscal year ended February 28, 1995.
(d)(18)	The Emmis Communications Corporation 1995 Equity Incentive Plan, incorporated by reference from Exhibit 10.16 to the Company’s Annual Report on Form 10-K for the fiscal year ended February 28, 2005.
(d)(19)	Emmis Communications Corporation 1997 Equity Incentive Plan, incorporated by reference from Exhibit 10.5 to the Company’s Annual Report on Form 10-K for the fiscal year ended February 28, 1998.
(d)(20)	Emmis Communications Corporation 1999 Equity Incentive Plan, incorporated by reference from the Company’s proxy statement dated May 26, 1999.
(d)(21)	Emmis Communications Corporation 2001 Equity Incentive Plan, incorporated by reference from the Company’s proxy statement dated May 25, 2001.
(d)(22)	Emmis Communications Corporation 2002 Equity Compensation Plan, incorporated by reference from the Company’s proxy statement dated May 30, 2002.
(d)(23)	Emmis Communications Corporation 2004 Equity Compensation Plan, incorporated by reference from the Company’s proxy statement dated May 28, 2004.
(d)(24)	2005 Stock Compensation Program Restricted Stock Agreement Form (tax vesting option), incorporated by reference to the Company’s Form 10-Q for the quarter ended November 30, 2004.

4

(d)(25)	2005 Stock Compensation Program Restricted Stock Agreement Form (non-tax vesting option), incorporated by reference to the Company’s Form 10-Q for the quarter ended November 30, 2004.
(d)(26)	2005 Stock Compensation Program, incorporated by reference to the Company’s Form 8-K filed December 21, 2004.
(d)(27)	2005 Outside Director Stock Compensation Program, incorporated by reference to the Company’s Form 8-K filed December 21, 2004.
(d)(28)	Form of Stock Option Grant Agreement, incorporated by reference to the Company’s Form 8-K filed March 7, 2005.
(d)(29)	Form of Restricted Stock Option Grant Agreement, incorporated by reference to the Company’s Form 8-K filed March 7, 2005.
(d)(30)	Director Compensation Policy effective May 13, 2005, incorporated by reference to the Company’s Annual Report on Form 10-K for the fiscal year ended February 28, 2005.
(g)	Not Applicable.
(h)	Not Applicable.

*  Filed herewith.

5

SIGNATURE

      After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

EMMIS COMMUNICATIONS CORPORATION

By:  /s/ Walter Z. Berger

Name: Walter Z. Berger

Title:  Executive Vice President and Chief Financial Officer

Dated: May 16, 2005

6

EXHIBIT INDEX

(a)(1)(A)*	Offer to Purchase dated May 16, 2005.
(a)(1)(B)*	Letter of Transmittal.
(a)(1)(C)*	Notice of Guaranteed Delivery.
(a)(1)(D)*	Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees dated May 16, 2005.
(a)(1)(E)*	Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees dated May 16, 2005.
(a)(1)(F)*	Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.
(a)(1)(G)	Press Release, dated May 10, 2005, incorporated by reference to the Company’s Statement on Schedule TO filed on May 10, 2005.
(a)(1)(H)*	Press Release, dated May 16, 2005.
(a)(1)(I)*	Summary Advertisement.
(a)(1)(J)*	Letter to Shareholders from the Chief Executive Officer of the Company, dated May 16, 2005.
(a)(1)(K)*	Letter to Participants in the Emmis Operating Company 401(k) Plan.
(a)(1)(L)*	Letter to Participants in the Emmis Operating Company Profit Sharing Plan.
(a)(2)	Not Applicable.
(a)(3)	Not Applicable.
(a)(4)	Not Applicable.
(a)(5)	Not Applicable.
(b)(1)*	Amendment Commitment Letter, dated as of May 15, 2005, among Banc of America Securities LLC, Bank of America, N.A. and Emmis Operating Company.
(b)(2)*	Commitment and Engagement Letter, dated as of May 15, 2005, between Banc of America Securities LLC and the Company.
(b)(3)	Revolving Credit and Term Loan Agreement dated May 10, 2004, incorporated by reference from Exhibit 10.1 to Emmis’ Annual Report on Form 10-K for the fiscal year ended February 29, 2004.
(d)(1)	Employment Agreement, dated as of March 1, 2004, by and between Emmis Operating Company and Jeffrey H. Smulyan, incorporated by reference from Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended August 31, 2004.
(d)(2)	Employment Agreement, dated as of March 1, 2002, by and between Emmis Operating Company and Richard Cummings, incorporated by reference from Exhibit 10.21 to the Company’s Annual Report on Form 10-K for the fiscal year ended February 28, 2003.
(d)(3)	Amendment to Employment Agreement, dated February 7, 2005, by and between Emmis Operating Company and Richard Cummings, incorporated by reference from Exhibit 10.2 to the Company’s Form 8-K filed February 11, 2005.
(d)(4)	Employment Agreement, dated as of March 1, 2002, by and between Emmis Operating Company and Walter Z. Berger, incorporated by reference from Exhibit 10.24 to the Company’s Annual Report on Form 10-K for the fiscal year ended February 28, 2003.
(d)(5)	Amendment to Employment Agreement, dated February 7, 2005, by and between Emmis Operating Company and Walter Z. Berger, incorporated by reference from Exhibit 10.4 to the Company’s Form 8-K filed February 11, 2005.
(d)(6)	Employment Agreement, dated as of March 1, 2003, by and between Emmis Operating Company and Randall D. Bongarten, incorporated by reference from Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q for the quarter ended May 31, 2003.
(d)(7)	Amendment to Employment Agreement, dated May 13, 2005, by and among the Company, Emmis Operating Company and Randall D. Bongarten, incorporated by reference from Exhibit 10.16 to the Company’s Annual Report on Form 10-K for the fiscal year ended February 28, 2005.

(d)(8)	Employment Agreement, effective as of March 1, 2003, by and between Emmis Operating Company and Gary L. Kaseff, incorporated by reference from Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended August 31, 2003.
(d)(9)	Amendment to Employment Agreement, dated February 7, 2005, by and between Emmis Operating Company and Gary L. Kaseff, incorporated by reference from Exhibit 10.3 to the Company’s Form 8-K filed February 11, 2005.
(d)(10)	Change in Control Severance Agreement, dated as of March 1, 2004, by and between the Company and Jeffrey H. Smulyan, incorporated by reference from Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended August 31, 2004.
(d)(11)	Change in Control Severance Agreement, dated as of August 11, 2003, by and between the Company and Walter Z. Berger, incorporated by reference from Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended August 31, 2003.
(d)(12)	Change in Control Severance Agreement, dated as of August 11, 2003, by and between the Company and Gary L. Kaseff, incorporated by reference from Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended August 31, 2003.
(d)(13)	Change in Control Severance Agreement, dated as of August 11, 2003, by and between the Company and Randall D. Bongarten, incorporated by reference from Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q for the quarter ended August 31, 2003, as amended by Amendment to Employment Agreement, dated May 13, 2005, by and among the Company, Emmis Operating Company and Randall D. Bongarten, incorporated by reference from Exhibit 10.16 to the Company’s Annual Report on Form 10-K for the fiscal year ended February 28, 2005.
(d)(14)	Change in Control Severance Agreement, dated as of August 11, 2003, by and between the Company and Richard F. Cummings, incorporated by reference from Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q for the quarter ended August 31, 2003.
(d)(15)	Emmis Operating Company Profit Sharing Plan, as amended, effective March 1, 1997 incorporated by reference from Exhibit 10.1 to the Company’s Annual Report on Form 10-K for the fiscal year ended February 28, 2003.
(d)(16)	Emmis Communications Corporation 1994 Equity Incentive Plan, incorporated by reference from Exhibit 10.5 to the Company’s Registration Statement on Form S-1, File No. 33-73218.
(d)(17)	The Emmis Communications Corporation 1995 Non-Employee Director Stock Option Plan, incorporated by reference from Exhibit 10.15 to the Company’s Annual Report on Form 10-K for the fiscal year ended February 28, 1995.
(d)(18)	The Emmis Communications Corporation 1995 Equity Incentive Plan, incorporated by reference from Exhibit 10.16 to the Company’s Annual Report on Form 10-K for the fiscal year ended February 28, 2005.
(d)(19)	Emmis Communications Corporation 1997 Equity Incentive Plan, incorporated by reference from Exhibit 10.5 to the Company’s Annual Report on Form 10-K for the fiscal year ended February 28, 1998.
(d)(20)	Emmis Communications Corporation 1999 Equity Incentive Plan, incorporated by reference from the Company’s proxy statement dated May 26, 1999.
(d)(21)	Emmis Communications Corporation 2001 Equity Incentive Plan, incorporated by reference from the Company’s proxy statement dated May 25, 2001.
(d)(22)	Emmis Communications Corporation 2002 Equity Compensation Plan, incorporated by reference from the Company’s proxy statement dated May 30, 2002.
(d)(23)	Emmis Communications Corporation 2004 Equity Compensation Plan, incorporated by reference from the Company’s proxy statement dated May 28, 2004.
(d)(24)	2005 Stock Compensation Program Restricted Stock Agreement Form (tax vesting option), incorporated by reference to the Company’s Form 10-Q for the quarter ended November 30, 2004.
(d)(25)	2005 Stock Compensation Program Restricted Stock Agreement Form (non-tax vesting option), incorporated by reference to the Company’s Form 10-Q for the quarter ended November 30, 2004.

(d)(26)	2005 Stock Compensation Program, incorporated by reference to the Company’s Form 8-K filed December 21, 2004.
(d)(27)	2005 Outside Director Stock Compensation Program, incorporated by reference to the Company’s Form 8-K filed December 21, 2004.
(d)(28)	Form of Stock Option Grant Agreement, incorporated by reference to the Company’s Form 8-K filed March 7, 2005.
(d)(29)	Form of Restricted Stock Option Grant Agreement, incorporated by reference to the Company’s Form 8-K filed March 7, 2005.
(d)(30)	Director Compensation Policy effective May 13, 2005, incorporated by reference to the Company’s Annual Report on Form 10-K for the fiscal year ended February 28, 2005.
(g)	Not Applicable.
(h)	Not Applicable.

*  Filed herewith.

EX-99.(A)(1)(A)

Exhibit (a)(1)(A)

Offer to Purchase for Cash

by

EMMIS COMMUNICATIONS CORPORATION

of

Up to 20,250,000 Shares of its Class A Common Stock

At a Purchase Price Not Greater Than $19.75 nor Less Than $17.25 Per Share

THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON MONDAY, JUNE 13, 2005, UNLESS THE OFFER IS EXTENDED.

      Emmis Communications Corporation, an Indiana corporation (“Emmis,” the “Company,” “we,” or, “us”), is offering to purchase up to 20,250,000 shares of its Class A common stock, $0.01 par value per share (the “Class A common stock”), at a price not greater than $19.75 nor less than $17.25 per share, net to the seller in cash, without interest, upon the terms and subject to the conditions of this Offer to Purchase and the related Letter of Transmittal (the “Offer”). We will select the lowest purchase price that will allow us to buy 20,250,000 shares of Class A common stock or, if a lesser number of shares of Class A common stock are properly tendered, all shares of Class A common stock that are properly tendered and not withdrawn. All shares of Class A common stock acquired in the Offer will be acquired at the same purchase price regardless of whether the shareholder tendered at a lower price.

      Only shares of Class A common stock properly tendered at prices at or below the purchase price selected by us, and not properly withdrawn, will be purchased. However, because of the “odd lot” priority, proration and conditional tender offer provisions described in this Offer to Purchase, all of the shares of Class A common stock tendered at or below the purchase price may not be purchased if more than the number of shares of Class A common stock we seek are properly tendered. Shares of Class A common stock not purchased in the Offer will be returned at our expense promptly following the Expiration Time. See Section 3.

      Subject to certain limitations and legal requirements, we reserve the right, in our sole discretion, to purchase more than 20,250,000 shares of Class A common stock pursuant to the Offer. See Section 1.

      The Offer is not conditioned upon any minimum number of shares of Class A common stock being tendered. However, the Offer is subject to other conditions, including (i) the receipt by Emmis of debt financing on terms and conditions satisfactory to Emmis, in its reasonable judgment, in an amount sufficient to purchase shares of Class A common stock pursuant to the Offer and to pay related fees and expenses and (ii) the correction of the anti-dilution adjustments in Emmis’ outstanding convertible preferred stock. See Section 7 of this Offer to Purchase, “Conditions to the Offer.”

      The shares of Class A common stock are listed and traded on the National Association of Securities Dealers Automated Quotation (“Nasdaq”) National Market System under the symbol “EMMS.” On May 9, 2005, the last full trading day before we announced our intention to make the offer, the closing price of the shares of Class A common stock on the Nasdaq National Market was $15.45 per share. On May 13, 2005, the last full trading day before commencement of the Offer, the closing price of the shares of Class A common stock on the Nasdaq National Market was $17.99 per share. Shareholders are urged to obtain current market quotations for the shares of Class A common stock. See Section 8.

      Our Board of Directors has approved the Offer. However, neither we nor our Board of Directors nor the Dealer Managers or Information Agent makes any recommendation to you as to whether to tender or refrain from tendering your shares of Class A common stock or as to the purchase price or purchase prices at which you may choose to tender your shares of Class A common stock. You must make your own decision as to whether to tender your shares of Class A common stock and, if so, how many shares of Class A common stock to tender and the price or prices at which you will tender them. In doing so, you should consider our reasons for making the Offer. See Section 2. Our directors and executive officers, including Jeffrey H. Smulyan, our Chief Executive Officer, President and Chairman of the Board, and our largest shareholder, have advised us that they do not intend to tender any of their own shares of Class A common stock in the Offer.

      Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of this transaction or passed upon the merits or fairness of such transaction or passed upon the adequacy or accuracy of the information contained in this document. Any representation to the contrary is a criminal offense.

The Dealer Managers for the Offer are:

Banc of America Securities LLC Deutsche Bank Securities Inc.

Offer to Purchase dated May 16, 2005.

IMPORTANT

      If you desire to tender all or any portion of your shares of Class A common stock you should either (1) complete and sign the Letter of Transmittal, or a facsimile thereof, in accordance with the instructions to the Letter of Transmittal, have your signature thereon guaranteed if Instruction 1 to the Letter of Transmittal so requires, mail or deliver the Letter of Transmittal, or facsimile, or, in the case of a book-entry transfer effected by the procedure set forth in Section 3 of this Offer to Purchase, “Procedure for Tendering Shares,” an agent’s message (as defined therein), and any other required documents to the Depositary (as defined herein) and either deliver the certificates for those shares to the Depositary along with the Letter of Transmittal, or facsimile, or deliver those shares in accordance with the procedure for book-entry transfer set forth in Section 3 of this Offer to Purchase, “Procedure for Tendering Shares” or (2) request that your bank, broker, dealer, trust company or other nominee effect the transaction for you. If you have shares of Class A common stock registered in the name of a bank, broker, dealer, trust company or other nominee you must contact that institution if you desire to tender those shares.

      If you desire to tender shares of Class A common stock and your certificates for those shares are not immediately available or the procedure for book-entry transfer cannot be completed on a timely basis, or time will not permit all required documents to reach the Depositary prior to the Expiration Time (as defined herein), your tender may be effected by following the procedure for guaranteed delivery set forth in Section 3 of this Offer to Purchase, “Procedure for Tendering Shares.”

      If you are a participant in the Emmis Operating Company 401(k) Plan or the Emmis Operating Company 401(k) Plan Two (the “Emmis Operating Company 401(k) Plans”) or the Emmis Operating Company Profit Sharing Plan, wishing to direct the tender of any of your shares of Class A Common Stock held in your account in any of these plans, you must follow the separate instructions and procedures described in Section 3, and in the Instruction Form in the “Letter to Participants in the Emmis Operating Company 401(k) Plans” or the “Letter to Participants in the Emmis Operating Company Profit Sharing Plan,” as applicable.

      To properly tender shares of Class A common stock, you must validly complete the Letter of Transmittal, including the section relating to the price at which you are tendering shares of Class A common stock.

      If you wish to maximize the chance that your shares of Class A common stock will be purchased at the purchase price determined by us, you should check the box in the section of the Letter of Transmittal captioned “Shares Tendered at Price Determined Pursuant to the Offer.” Note that this election could result in your shares of Class A common stock being purchased at the minimum price of $17.25 per share.

      Questions and requests for assistance may be directed to Georgeson Shareholder Communications, Inc., the Information Agent for the Offer, or to Banc of America Securities LLC or Deutsche Bank Securities Inc., the Dealer Managers for the Offer, at their respective addresses and telephone numbers set forth on the back cover page of this document. Requests for additional copies of this document, the related Letter of Transmittal or the Notice of Guaranteed Delivery may be directed to the Information Agent.

      We are not making the Offer to, and will not accept any tendered shares of Class A common stock from, shareholders in any jurisdiction where it would be illegal to do so. However, we may, at our discretion, take any actions necessary for us to make this Offer to shareholders in any such jurisdiction.

      We have not authorized any person to make any recommendation on our behalf as to whether you should tender or refrain from tendering your shares of Class A common stock or as to the purchase price or purchase prices at which you may choose to tender your shares of Class A common stock in the Offer. You should rely only on the information contained in this document or to which we have referred you. We have not authorized anyone to provide you with information or to make any representation in connection with the Offer other than those contained in this Offer to Purchase or in the related Letter of Transmittal. If anyone makes any recommendation or gives any information or representation, you must not rely upon that recommendation, information or representation as having been authorized by us, the Dealer Managers or the Information Agent.

TABLE OF CONTENTS

SUMMARY TERM SHEET			i
FORWARD LOOKING STATEMENTS			vii
INTRODUCTION			1
THE TENDER OFFER			3
	SECTION 1.	NUMBER OF SHARES; PRORATION	3
	SECTION 2.	PURPOSE OF THE TENDER OFFER; CERTAIN EFFECTS OF THE TENDER OFFER; LITIGATION; STRATEGIC ALTERNATIVES FOR OUR TELEVISION ASSETS; AND OTHER PLANS	5
	SECTION 3.	PROCEDURES FOR TENDERING SHARES	9
	SECTION 4.	WITHDRAWAL RIGHTS	14
	SECTION 5.	PURCHASE OF SHARES AND PAYMENT OF PURCHASE PRICE	15
	SECTION 6.	CONDITIONAL TENDER OF SHARES	17
	SECTION 7.	CONDITIONS OF THE TENDER OFFER	17
	SECTION 8.	PRICE RANGE OF THE SHARES	20
	SECTION 9.	SOURCE AND AMOUNT OF FUNDS	20
	SECTION 10.	CERTAIN INFORMATION CONCERNING EMMIS	21
	SECTION 11.	INTEREST OF DIRECTORS AND EXECUTIVE OFFICERS; TRANSACTIONS AND ARRANGEMENTS CONCERNING THE SHARES	24
	SECTION 12.	EFFECTS OF THE TENDER OFFER ON THE MARKET FOR SHARES; REGISTRATION UNDER THE EXCHANGE ACT	32
	SECTION 13.	LEGAL MATTERS; REGULATORY APPROVALS	33
	SECTION 14.	UNITED STATES FEDERAL INCOME TAX CONSEQUENCES	34
	SECTION 15.	EXTENSION OF THE TENDER OFFER; TERMINATION; AMENDMENT	39
	SECTION 16.	FEES AND EXPENSES	40
	SECTION 17.	MISCELLANEOUS	41

SUMMARY TERM SHEET

      We are providing this summary term sheet for your convenience. The Company is at times referred to as “we,” “our” or “us.” We refer to the shares of our Class A common stock as “Class A shares” and the shares of our Class B common stock as “Class B shares.” This summary term sheet highlights certain material information in this Offer to Purchase, but you should realize that it does not describe all of the details of the tender offer to the same extent described in this Offer to Purchase. We urge you to read the entire Offer to Purchase and the related Letter of Transmittal because they contain the full details of the tender offer (the “Offer”). We have included references to the Sections of this document where you will find a more complete discussion.

Who is offering to purchase my Class A shares?

      We are offering to purchase up to 20,250,000 shares of our Class A common stock, par value $0.01 per share.

What will the purchase price for the Class A shares be and what will be the form of payment?

      We are conducting the Offer through a procedure commonly called a modified “Dutch Auction.”

      This procedure allows you to select the price (in multiples of $0.25) within a price range specified by us at which you are willing to sell your Class A shares.

      The price range for the Offer is $17.25 to $19.75 per share. We will select the lowest purchase price that will allow us to buy 20,250,000 Class A shares or, if a lesser number of Class A shares are properly tendered, all Class A shares that are properly tendered and not withdrawn.

      All Class A shares we purchase will be purchased at the same price, even if you have selected a lower price, but we will not purchase any Class A shares above the purchase price we determine.

      If you wish to maximize the chance that your Class A shares will be purchased, you should check the box of the section of the Letter of Transmittal indicating that you will accept the purchase price we determine. You should understand that this election could result in your Class A shares being purchased at the minimum price of $17.25 per share.

      If your Class A shares are purchased in the Offer, we will pay you the purchase price, in cash, without interest, promptly after the expiration of the Offer. See Sections 1 and 5.

How many Class A shares will Emmis purchase?

      We will purchase 20,250,000 Class A shares in the Offer (representing approximately 39% of our outstanding Class A shares and 36% of our outstanding Class A shares and Class B shares), or if a lesser number of Class A shares are properly tendered, all Class A shares that are properly tendered and not withdrawn. If more than 20,250,000 Class A shares are tendered, all Class A shares tendered at or below the purchase price will be purchased on a pro rata basis, except for “odd lots” (lots held by owners of less than 100 shares), which will be purchased on a priority basis, and conditional tenders whose condition was not met, which will not be purchased. We also expressly reserve the right to purchase additional Class A shares up to 2% of the outstanding Class A shares (approximately 1,030,000 shares), and could decide to purchase more Class A shares, subject to applicable legal requirements. The Offer is not conditioned on any minimum number of Class A shares being tendered. See Sections 1 and 7.

How will Emmis pay for the Class A shares?

      Assuming that the maximum of 20,250,000 Class A shares are tendered in the Offer at a price between $17.25 and $19.75 per share, the aggregate purchase price will be between approximately $350 million and $400 million. We expect that expenses for the Offer and related debt financing will be approximately $15 million. We anticipate that we will pay for the Class A shares tendered in the Offer, and all expenses applicable to the Offer and related debt financing, primarily from up to $100 million of

i

additional revolving credit borrowings under the amended revolving credit facility of our principal operating subsidiary, Emmis Operating Company, and the issuance of up to $300 million of senior notes by Emmis. The Offer is subject to our having obtained debt financing on terms and conditions satisfactory to us, in our reasonable judgment, in an amount sufficient to purchase Class A shares pursuant to the Offer and to pay related fees and expenses. See Section 9.

When does the Offer expire; can the Offer be extended?

      You may tender your Class A shares until the Offer expires. The Offer will expire on Monday, June 13, 2005, at 12:00 midnight, New York City time, unless we extend it. See Section 1. If a broker, dealer, commercial bank, trust company or other nominee holds your Class A shares, it is likely they have an earlier deadline for you to act to instruct them to accept the Offer on your behalf. We urge you to contact the broker, dealer, commercial bank, trust company or other nominee to find out their deadline.

      Participants in the Emmis Operating Company 401(k) Plans or the Emmis Operating Company Profit Sharing Plan may direct the tender of any of their Class A Shares held in their accounts in these plans by following the separate instructions and procedures described in Section 3. Participants in the Profit Sharing Plan must return the Instruction Form in the “Letter to Participants in the Emmis Operating Company Profit Sharing Plan” to the Depositary, at least three business days prior to the Expiration Time (as defined herein) (which, unless the Offer is extended, will require them to return the Instruction Form no later than 5:00 p.m., New York City time, on Wednesday, June 8, 2005).

      Participants in the Emmis Operating Company 401(k) Plans must follow the separate directions contained in the “Letter to Participants in the Emmis Operating Company 401(k) Plans” which provides detailed instructions and a telephonic method for directing the tender of shares held in these plans. A participant must utilize this procedure no later than 6:00 p.m., New York City time on Thursday June 9, 2005.

      We may choose to extend the Offer for any reason, subject to applicable laws. See Section 15. We cannot assure you that we will extend the Offer or indicate the length of any extension that we may provide. If we extend the Offer, we will delay the acceptance of any Class A shares that have been tendered. We can also amend the Offer in our sole discretion or terminate the Offer under certain circumstances. See Section 7 and Section 15.

How will I be notified if Emmis extends the Offer or amends the terms of the Offer?

      We will issue a press release by 9:00 a.m., New York City time, on the business day after the previously scheduled Expiration Time (as defined herein) if we decide to extend the Offer. See Section 15. We cannot assure you that the Offer will be extended or, if extended, for how long.

What is the purpose of the Offer?

      Our management and Board of Directors have evaluated our operations, strategy and expectations for the future and believe that the Offer is a prudent use of our financial resources given our business profile, our assets and recent market prices for our Class A common stock. We believe that the modified “Dutch Auction” tender offer set forth herein represents a mechanism to provide our shareholders with the opportunity to tender all or a portion of their Class A shares and, thereby, receive a return of capital if they so elect. In addition, shareholders who do not participate in the Offer will automatically increase their relative percentage interest in us and our future operations at no additional cost to them. As a result, our Board of Directors believes that investing in our own Class A shares in this manner is an attractive use of capital and an efficient means to provide value to our shareholders. See Section 2.

ii

What are the significant conditions to the Offer?

      Our obligation to accept and pay for your tendered Class A shares depends upon a number of conditions that must be satisfied or waived prior to the Expiration Time, including:

•  We shall have prevailed in our lawsuit seeking, in part, a declaratory judgment relating to the anti-dilution adjustment provisions of our outstanding convertible preferred stock or resolved the subject matter of that lawsuit in a manner satisfactory to us.

•  We shall have obtained debt financing on terms and conditions satisfactory to us, in our reasonable judgment, in an amount sufficient to purchase shares of Class A common stock pursuant to the Offer and to pay related fees and expenses.

•  The Federal Communications Commission (the “FCC”) shall have issued all required orders approving the increase in Jeffrey H. Smulyan’s voting interests resulting from the Offer.

•  We shall have obtained an opinion satisfactory to us in our reasonable judgment as to the Company’s solvency under applicable law after giving effect to the Offer.

•  No significant decrease in the market price of our Class A shares or in the market prices of equity securities generally in the United States, nor any changes in the general political, market, economic or financial conditions in the United States or abroad that could adversely effect our business, the trading in the Class A shares or the benefits of the Offer shall have occurred during the Offer.

•  No legal action shall have been threatened, pending or taken, that might adversely affect the Offer.

•  No one shall have proposed, announced or made a tender or exchange offer (other than the Offer), merger, business combination or other similar transaction involving us.

•  No one, to our knowledge, shall acquire or propose to acquire more than 5% of the Class A shares.

•  No one shall file a Notification and Report Form under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, reflecting an intent to acquire us or any of our subsidiaries.

•  No material adverse change in our business, condition (financial or otherwise), assets, income, operations, prospects or stock ownership shall have occurred.

•  Our determination that the consummation of the Offer and the purchase of Class A shares will not cause our Class A common stock to be delisted from the Nasdaq National Market or to be eligible for deregistration under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

      The Offer is subject to a number of other conditions described in greater detail in Section 7.

Following the Offer, will Emmis continue as a public company?

      The completion of the Offer in accordance with its conditions will not cause Emmis to be delisted from the Nasdaq National Market or to stop being subject to the periodic reporting requirements of the Exchange Act. It is a condition of our obligation to purchase Class A shares pursuant to the Offer that there will not be a reasonable likelihood that such purchase will cause the Class A shares either (1) to be held of record by less than 300 persons; or (2) to not continue to be eligible to be listed on the Nasdaq National Market or to not continue to be eligible for registration under the Exchange Act. See Section 7.

How do I tender my Class A shares?

      To tender Class A shares, you must generally deliver various documents to Wachovia Bank, N.A., the Depositary for the Offer, prior to the expiration of the Offer. These documents include the certificates representing your Class A shares and a completed Letter of Transmittal. If your Class A shares are held through a bank, broker, dealer, trust company or other nominee, the Class A shares can be tendered only by that bank, broker, dealer, trust company or other nominee. If you cannot deliver a required item to the Depositary by the expiration of the Offer, you may get a little extra time to do so by having a broker, bank

iii

or other fiduciary that is a member of the Securities Transfer Agents Medallion Program or another eligible institution guarantee that the Depositary will receive the missing items within a period of three Nasdaq trading days. The Depositary must receive the missing items within that period for the tender to be valid. See Section 3.

In what order will you purchase the tendered Class A shares?

      We will purchase Class A shares:

•  first, from all holders of “odd lots” of less than 100 Class A shares who properly tender all of their Class A shares at or below the purchase price selected by us and do not properly withdraw them before the Expiration Time;

•  second, after the Class A shares from the “odd lot” holders, from all other shareholders who properly tender Class A shares at or below the purchase price selected by us, on a pro rata basis; and

•  third, only if necessary to permit us to purchase 20,250,000 Class A shares (or such greater number of Class A shares as we may elect to purchase, such additional Class A shares not to exceed 2% of our outstanding Class A shares (approximately 1,030,000 shares)), from holders who have tendered Class A shares conditionally (for which the condition was not initially satisfied) by random lot, to the extent feasible. To be eligible for purchase by random lot, shareholders whose Class A shares are conditionally tendered must have tendered all of their Class A shares.

      Therefore, we may not purchase all of the Class A shares that you tender even if you tender them at or below the purchase price. See Section 1.

If I own fewer than 100 Class A shares and I tender all of my Class A shares, will I be subject to proration?

      If you own beneficially or of record fewer than 100 Class A shares in the aggregate, you properly tender all of these Class A shares at or below the purchase price before the Offer expires and you complete the section entitled “Odd Lots” in the Letter of Transmittal, we will purchase all of your Class A shares without subjecting them to the proration procedure. See Section 1.

Once I have tendered Class A shares in the Offer, can I withdraw my tender?

      You may withdraw any Class A shares you have tendered (except Class A shares subject to the Emmis Operating Company 401(k) Plans or the Emmis Operating Company Profit Sharing Plan) at any time before 12:00 midnight, New York City time, on Monday, June 13, 2005, unless we extend the Offer. You may withdraw any Class A shares you have directed to be tendered that are held in your account in the Emmis Operating Company 401(k) Plans at any time before 6:00 p.m., New York City time on Thursday, June 9, 2005, or that are held in your account in the Emmis Operating Company Profit Sharing Plan at any time before 5:00 p.m., New York City time, on Wednesday, June 8, 2005, unless we extend the Offer. If we have not accepted for payment the Class A shares you have tendered to us, you may also withdraw your Class A shares after 12:00 midnight, New York City time, on Tuesday, July 12, 2005. See Section 4.

How do I withdraw Class A shares I previously tendered?

      To withdraw Class A shares, you must deliver a written notice of withdrawal with the required information to the Depositary while you still have the right to withdraw the Class A shares. If you have tendered your Class A shares by giving instructions to a bank, broker, dealer, trust company or other nominee, you must instruct that person to arrange for the withdrawal of your Class A shares. Some additional requirements apply if the share certificates to be withdrawn have been delivered to the Depositary or if your Class A shares have been tendered under the procedure for book-entry transfer set forth in Section 3. See Section 4. Individuals who own shares through Emmis Operating Company 401(k)

iv

Plans and the Emmis Operating Company Profit Sharing Plan who wish to withdraw their shares must follow the instructions found in the materials sent to them separately. See Section 4.

Can I participate in the Offer if I hold Class A shares through the Emmis Operating Company 401(k) Plans or the Emmis Operating Company Profit Sharing Plan?

      If you are a participant in the Emmis Operating Company 401(k) Plans or the Emmis Operating Company Profit Sharing Plan, you may direct the tender of any of your Class A shares held in your account in these plans. In order to direct the tender of Class A shares held in your account in these plans, you must follow the separate instructions and procedures described in Section 3, and in the “Letter to Participants in the Emmis Operating Company 401(k) Plans” or the “Letter to Participants in the Emmis Operating Company Profit Sharing Plan”, as applicable.

How do holders of vested stock options to purchase Class A shares participate in the Offer?

      If you hold vested but unexercised options to purchase Class A shares, you may exercise such options in accordance with the terms of the applicable stock option plans and tender the Class A shares received upon such exercise in accordance with the Offer.

Has Emmis or its Board of Directors adopted a position on the Offer?

      Our Board of Directors has approved the Offer. However, neither we nor our Board of Directors nor the Dealer Managers or the Information Agent makes any recommendation to you as to whether you should tender or refrain from tendering your Class A shares or as to the purchase price or purchase prices at which you may choose to tender your Class A shares. You must make your own decision as to whether to tender your Class A shares and, if so, how many Class A shares to tender and the purchase price or purchase prices at which your Class A shares should be tendered.

Do the directors or executive officers of Emmis intend to tender their Class A shares in the Offer?

      Our directors and executive officers have advised us that they do not intend to tender any of their own Class A shares in the Offer. In particular, Jeffrey H. Smulyan, our Chief Executive Officer, President and Chairman of the Board, as well as our largest shareholder, who beneficially owns approximately 6.0% of the total number of outstanding Class A and Class B shares and 52.2% of the combined voting power of the total number of outstanding Class A and Class B shares, has advised us that he does not intend to tender any of his own Class A shares in the Offer. See Section 11.

      Because Mr. Smulyan will not participate in the Offer with respect to his own Class A shares, his beneficial ownership will increase to approximately 7.5% of the total number of outstanding Class A and Class B shares and 64.3% of the combined voting power of the total number of outstanding Class A and Class B shares, assuming that the maximum 20,250,000 Class A shares are purchased in the Offer.

If I decide not to tender, how will the Offer affect my Class A shares?

      Shareholders who choose not to tender their Class A shares will own a greater percentage interest in our outstanding common stock following the consummation of the Offer.

What is the recent market price of my Class A shares?

      On May 9, 2005 the last full trading day before we announced our intention to make the Offer, the closing price of the Class A shares on the Nasdaq National Market was $15.45 per share. On May 13, 2005, the last full trading day before commencement of the Offer, the closing price of the Class A shares on the Nasdaq National Market was $17.99 per share. You are urged to obtain current market quotations for the Class A shares before deciding whether and at what purchase price or purchase prices to tender your Class A shares. See Section 8.

v

What are Emmis’ plans for its television assets?

      In connection with the commencement of the Offer, we announced that we have engaged investment bankers to assist in the evaluation of strategic alternatives for our television assets. This process could result in a decision to sell all or a portion of our television assets. Our decision to explore strategic alternatives for our television assets comes from our ongoing dedication to lowering our debt and putting us in a better position to operate and grow our radio, publishing and other media businesses.

When will Emmis pay for the Class A shares I tender?

      We will pay the purchase price, net in cash, without interest, for the Class A shares we purchase promptly after the expiration of the Offer and the acceptance of the Class A shares for payment. We do not expect, however, to announce the results of proration and begin paying for tendered Class A shares until at least seven to ten business days after the expiration of the Offer. See Section 5.

Will I have to pay brokerage commissions if I tender my Class A shares?

      If you are the record owner of your Class A shares and you tender your Class A shares to us in the Offer, you will not have to pay brokerage fees or similar expenses. If you own your Class A shares through a bank, broker, dealer, trust company or other nominee and that person tenders your Class A shares on your behalf, that person may charge you a fee for doing so. You should consult with your bank, broker, dealer, trust company or other nominee to determine whether any charges will apply. See Section 3.

What are the United States federal income tax consequences if I tender my Class A shares?

      Generally, you will be subject to United States federal income taxation and applicable withholding when you receive cash from us in exchange for the Class A shares you tender in the Offer. The receipt of cash for your tendered Class A shares will generally be treated for United States federal income tax purposes either as (1) a sale or exchange or (2) a distribution in respect of stock from Emmis. Participants in our 401(k) Plans and Profit Sharing Plan should consult the “Letter to Participants in the Emmis Operating Company 401(k) Plans” or the “Letter to Participants in the Emmis Operating Company Profit Sharing Plan”, as applicable, for the potential tax consequences of directing the tender of Class A shares held in participant accounts in these plans. We recommend that you consult with your tax advisor. See Section 14.

Will I have to pay stock transfer tax if I tender my Class A shares?

      Generally, we will pay all stock transfer taxes unless payment is made to, or if Class A shares not tendered or accepted for payment are to be registered in the name of, someone other than the registered holder, or tendered certificates are registered in the name of someone other than the person signing the Letter of Transmittal. See Section 5.

Who can I talk to if I have questions?

      If you have any questions regarding the Offer, please contact the Dealer Managers for the Offer, Banc of America Securities LLC at (212) 583-8502, or Deutsche Bank Securities Inc. at (800) 735-7777 or Georgeson Shareholder Communications, Inc., the Information Agent for the Offer, at (866) 399-8748. Additional contact information for the Information Agent and the Dealer Managers is set forth on the back cover page of this document.

vi

FORWARD LOOKING STATEMENTS

      This Offer to Purchase (including any documents incorporated by reference or deemed to be incorporated by reference) contains statements that are not historical facts and constitute projections, forecasts or forward-looking statements. In addition, we or others on our behalf may make forward-looking statements from time to time in oral presentations, including telephone conferences and/or web casts open to the public, in press releases or reports, on our Internet web site or otherwise. Statements that are not historical are forward looking and reflect expectations and assumptions. These statements may be identified by the use of forward-looking words or phrases 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 actually 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. The following are some of the important facts in that we believe could cause our actual results to differ materially from forward-looking statements that we make:

•  material adverse changes in economic conditions in the markets of our company;

•  the ability of our stations and magazines to attract and retain advertisers;

•  loss of key personnel;

•  the ability of our stations to attract quality programming and our magazines to attract good editors, writers, and photographers;

•  uncertainty as to the ability of our stations to increase or sustain audience share for their programs and our magazines to increase or sustain subscriber demand;

•  competition from other media and the impact of significant competition for advertising revenues from other media;

•  future regulatory actions and conditions in the operating areas of our company;

•  the necessity for additional capital expenditures and whether our programming and other expenses increase at a rate faster than expected;

•  increasingly hostile reaction of various individuals and groups, including the government, to certain content broadcast on radio and television stations in the United States;

•  financial community and rating agency perceptions of our business, operations and financial condition and the industry in which we operate;

•  the effects of terrorist attacks, political instability, war and other significant events;

•  whether pending transactions, if any, are completed on the terms and at the times set forth, if at all and whether proposed transactions are completed in a manner satisfactory to us; and

•  other risks and uncertainties inherent in the radio and television broadcasting and magazine publishing businesses.

      These risks and uncertainties include risks related to our businesses as well as the factors relating to the transactions discussed in this Offer to Purchase. You should not place undue reliance on the forward-looking statements, which speak only as to the date of this Offer to Purchase or the date of documents incorporated by reference. Except for ongoing obligations to disclose material information as required by U.S. federal securities laws, neither we nor the Dealer Managers or Information Agent are under any obligation, and expressly disclaims any obligation, to update or alter any forward-looking statements.

      In addition, please refer to our Annual Report on Form 10-K for the fiscal year ended February 28, 2005, filed with the U.S. Securities and Exchange Commission, which is incorporated by reference herein, for additional information on risks and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements or that may otherwise impact our company and business.

vii

To the Holders of our Class A Common Stock:

INTRODUCTION

      We invite our shareholders to tender shares of our Class A common stock, $0.01 par value per share (the “Class A common stock”), for purchase by us. Upon the terms and subject to the conditions of this Offer to Purchase and the related Letter of Transmittal, we are offering to purchase up to 20,250,000 shares of Class A common stock at a price not greater than $19.75 nor less than $17.25 per share, net to the seller in cash, without interest.

      We will select the lowest purchase price that will allow us to buy 20,250,000 shares of Class A common stock or, if a lesser number of shares of Class A common stock are properly tendered, all shares of Class A common stock that are properly tendered and not withdrawn. All shares of Class A common stock acquired in the Offer will be acquired at the same purchase price.

      The Offer is being made upon the terms and subject to the conditions set forth in this Offer to Purchase and in the related Letter of Transmittal (which, together with any amendments or supplements hereto or thereto, collectively constitute the “Offer”).

      Only shares of Class A common stock properly tendered at prices at or below the purchase price we select and not properly withdrawn will be purchased. However, because of the “odd lot” priority, proration and conditional tender provisions described in this Offer to Purchase, all of the shares of Class A common stock tendered at or below the purchase price will not be purchased if more than the number of shares of Class A common stock we seek are tendered. We will return shares of Class A common stock tendered at prices in excess of the purchase price that we determine and shares of Class A common stock we do not purchase because of proration promptly following the Expiration Time. See Section 3.

      We reserve the right to purchase more than 20,250,000 shares of Class A common stock pursuant to the Offer, subject to certain limitations and legal requirements. See Sections 1 and 15.

      Tendering shareholders whose shares of Class A common stock are registered in their own names and who tender directly to Wachovia Bank, N.A., the Depositary for the Offer, will not be obligated to pay brokerage fees or commissions or, except as set forth in Instruction 7 to the Letter of Transmittal, stock transfer taxes on the purchase of shares of Class A common stock by us under the Offer. If you own your shares of Class A common stock through a bank, broker, dealer, trust company or other nominee and that person tenders your shares of Class A common stock on your behalf, that person may charge you a fee for doing so. You should consult your bank, broker, dealer, trust company or other nominee to determine whether any charges will apply.

      The Offer is not conditioned upon any minimum number of shares of Class A common stock being tendered. Our obligation to accept, and pay for, shares of Class A common stock validly tendered pursuant to the Offer is conditioned upon satisfaction or waiver of the other conditions, including (i) our receipt of debt financing on terms and conditions satisfactory to us, in our reasonable judgment, in an amount sufficient to purchase shares of Class A common stock pursuant to the Offer and to pay related fees and expenses and (ii) the correction of the anti-dilution adjustments in our outstanding convertible preferred stock, set forth in Section 7 of this Offer to Purchase.

      Our Board of Directors has approved the Offer. However, neither we nor our Board of Directors nor the Dealer Managers or the Information Agent is making any recommendation whether you should tender or refrain from tendering your shares of Class A common stock or at what purchase price or purchase prices you should choose to tender your shares of Class A common stock. You must decide whether to tender your shares of Class A common stock and, if so, how many shares of Class A common stock to tender and the price or prices at which you will tender them. You should discuss whether to tender your shares of Class A common stock with your broker or other financial or tax advisor. Our directors and executive officers, including Jeffrey H. Smulyan, our Chief Executive Officer, President and

1

Chairman of the Board, and our largest shareholder, have advised us that they do not intend to tender any of their own shares of Class A common stock in the Offer.

      Section 14 of this Offer to Purchase, “United States Federal Income Tax Consequences,” describes various United States federal income tax consequences of a sale of shares of Class A common stock under the Offer.

      We will pay the fees and expenses incurred in connection with the Offer by Banc of America Securities LLC and Deutsche Bank Securities, Inc., the Dealer Managers for this Offer, Wachovia Bank, N.A., the Depositary for this Offer, and Georgeson Shareholder Communications, Inc., the Information Agent for this Offer. See Section 16.

      As of May 6, 2005, there were 51,938,982 shares of Class A common stock and 4,879,784 shares of Class B common stock issued and outstanding. The 20,250,000 shares of Class A common stock that we are offering to purchase hereunder represent approximately 39% of the total number of outstanding shares of Class A common stock and 36% of the total number of outstanding shares of Class A and Class B common stock. The shares of Class A common stock are listed and traded on the Nasdaq National Market under the symbol “EMMS.” On May 9, 2005, the last full trading day before we announced our intention to make the Offer, the closing price of the shares of Class A common stock as reported on the Nasdaq National Market was $15.45 per share. On May 13, 2005, the last full trading day before commencement of the Offer, the closing price of the shares of Class A common stock on the Nasdaq National Market was $17.99 per share. Shareholders are urged to obtain current market quotations for the shares of Class A common stock before deciding whether and at what purchase price or purchase prices to tender their shares of Class A common stock. See Section 8.

      This Offer to Purchase and the related Letter of Transmittal contain important information that you should read carefully before you make any decision regarding the Offer.

2

THE TENDER OFFER

1.     Number of Shares; Proration

      General. Upon the terms and subject to the conditions of the Offer, we will purchase 20,250,000 shares of Class A common stock, or if a lesser number of shares of Class A common stock are properly tendered, all shares of Class A common stock that are properly tendered and not properly withdrawn in accordance with Section 4, at prices not in excess of $19.75 nor less than $17.25 per share, net to the seller in cash, without interest.

      The term “Expiration Time” means 12:00 midnight, New York City time, on Monday, June 13, 2005, unless and until we, in our reasonable discretion, shall have extended the period of time during which the Offer will remain open, in which event the term “Expiration Time” shall refer to the latest time and date at which the Offer, as so extended by us, shall expire. See Section 15 for a description of our right to extend, delay, terminate or amend the Offer. In accordance with the rules of the Securities and Exchange Commission (the “Commission” or the “SEC”), we may, and we expressly reserve the right to, purchase under the Offer an additional amount of shares of Class A common stock not to exceed 2% of the outstanding shares of Class A common stock (approximately 1,030,000 shares) without amending or extending the Offer. See Section 15.

      In the event of an over-subscription of the Offer as described below, shares of Class A common stock tendered at or below the purchase price will be subject to proration, except for “Odd Lots” (as defined herein). The proration period and withdrawal rights expire on the Expiration Time.

      If we:

•  increase the price to be paid for shares of Class A common stock above $19.75 per share or decrease the price to be paid for shares of Class A common stock below $17.25 per share;

•  increase the number of shares of Class A common stock being sought in the Offer and such increase in the number of shares of Class A common stock being sought exceeds 2% of the outstanding shares of Class A common stock (approximately 1,030,000 shares); or

•  decrease the number of shares of Class A common stock being sought; and

the Offer is scheduled to expire at any time earlier than the expiration of a period ending at 12:00 midnight, New York City time on the tenth business day (as defined below) from, and including, the date that notice of any such increase or decrease is first published, sent or given in the manner specified in Section 15, the Offer will be extended until the expiration of such period of ten business days. For the purposes of the Offer, a “business day” means any day other than a Saturday, Sunday or United States federal holiday and consists of the time period from 12:01 a.m. through 12:00 midnight, New York City time.

      The Offer is not conditioned on the tender of any minimum number of shares of Class A common stock being tendered. The Offer is, however, subject to other conditions, including (i) our receipt of debt financing on terms and conditions satisfactory to us, in our reasonable judgment, in an amount sufficient to purchase shares of Class A common stock pursuant to the Offer and to pay related fees and expenses and (ii) the correction of the anti-dilution adjustments in our outstanding convertible preferred stock. See Section 7.

      In accordance with Instruction 5 of the Letter of Transmittal, shareholders desiring to tender shares of Class A common stock must specify the price or prices, not in excess of $19.75 nor less than $17.25 per share, at which they are willing to sell their shares of Class A common stock to us under the Offer. Alternatively, shareholders desiring to tender shares of Class A common stock can choose not to specify a price and, instead, elect to tender their shares of Class A common stock at the purchase price ultimately paid for shares of Class A common stock properly tendered in the Offer, which could result in the tendering shareholder receiving a price per share as low as $17.25. As promptly as practicable following the Expiration Time, we will, in our sole discretion, determine the purchase price that we will pay for

3

shares of Class A common stock properly tendered and not properly withdrawn, taking into account the number of shares of Class A common stock tendered and the prices specified by tendering shareholders. We will select the lowest purchase price, not in excess of $19.75 nor less than $17.25 net per share in cash, without interest, that will enable us to purchase 20,250,000 shares of Class A common stock, or if a lesser number of shares of Class A common stock are properly tendered, all shares of Class A common stock that are properly tendered and not properly withdrawn under the Offer. Shares of Class A common stock properly tendered under the Offer at or below the purchase price and not properly withdrawn will be purchased at the purchase price, upon the terms and subject to the conditions of the Offer, including the proration provisions. All shares of Class A common stock tendered and not purchased under the Offer, including shares of Class A common stock tendered at prices in excess of the purchase price and shares of Class A common stock not purchased because of proration and conditional tender provisions, will be returned to the tendering shareholders or, in the case of shares of Class A common stock delivered by book-entry transfer, credited to the account at the book-entry transfer facility from which the transfer had previously been made, at our expense promptly following the Expiration Time. By following the instructions to the Letter of Transmittal, shareholders can specify one minimum price for a specified portion of their shares of Class A common stock and a different minimum price for other specified shares of Class A common stock, but a separate Letter of Transmittal must be submitted for shares of Class A common stock tendered at each price.

      If the number of shares of Class A common stock properly tendered at or below the purchase price and not properly withdrawn is less than or equal to 20,250,000 shares, or such greater number of shares of Class A common stock as we may elect to purchase, subject to applicable law, we will, upon the terms and subject to the conditions of the Offer, purchase all shares of Class A common stock so tendered at the purchase price.

      Priority of Purchases. Upon the terms and subject to the conditions of the Offer, if more than 20,250,000 shares of Class A common stock, or such greater number of shares of Class A common stock as we may elect to purchase (such additional shares not to exceed 2% of our outstanding shares of Class A common stock), have been properly tendered at prices at or below the purchase price selected by us and not properly withdrawn, we will purchase properly tendered shares of Class A common stock on the basis set forth below:

•  First, upon the terms and subject to the conditions of the Offer, we will purchase all shares of Class A common stock tendered by any Odd Lot Holder (as defined below) who:

•  tenders all shares of Class A common stock owned beneficially of record by the Odd Lot Holder at a price at or below the purchase price selected by us (tenders of less than all of the shares of Class A common stock owned by the Odd Lot Holder will not qualify for this preference); and

•  completes the section entitled “Odd Lots” in the Letter of Transmittal and, if applicable, in the Notice of Guaranteed Delivery.

•  Second, after the purchase of all of the shares of Class A common stock properly tendered by Odd Lot Holders, subject to the conditional tender provisions described in Section 6, we will purchase all other shares of Class A common stock tendered at prices at or below the purchase price, on a pro rata basis with appropriate adjustments to avoid purchases of fractional shares, as described below.

•  Third, if necessary to permit us to purchase 20,250,000 shares of Class A common stock (or such greater number of shares of Class A common stock as we may elect to purchase, such additional shares not to exceed 2% of our outstanding shares of Class A common stock (approximately 1,030,000 shares)), shares of Class A common stock conditionally tendered (for which the condition was not initially satisfied) at or below the purchase price selected by us and not properly withdrawn, will, to the extent feasible be selected for purchase by random lot. To be eligible for purchase by random lot, shareholders whose shares of Class A common stock are conditionally tendered must have tendered all of their shares of Class A common stock.

4

      Therefore, all of the shares of Class A common stock that a shareholder tenders in the Offer may not be purchased even if they are tendered at prices at or below the purchase price or if a tender is conditioned upon the purchase of a specified number of shares of Class A common stock, it is possible that none of those shares of Class A common stock will be purchased even though those shares of Class A common stock were tendered at prices at or below the purchase price.

      Odd Lots. The term “Odd Lots” means all shares of Class A common stock tendered at prices at or below the purchase price selected by us by any person (an “Odd Lot Holder”) who owned beneficially or of record a total of fewer than 100 shares of Class A common stock and so certified in the appropriate place on the Letter of Transmittal and, if applicable, on the Notice of Guaranteed Delivery. To qualify for this preference, an Odd Lot Holder must tender all shares of Class A common stock owned by the Odd Lot Holder in accordance with the procedures described in Section 3. Odd Lots will be accepted for payment before any proration of the purchase of other tendered shares. This preference is not available to partial tenders or to beneficial or record holders of an aggregate of 100 or more shares of Class A common stock, even if these holders have separate accounts or certificates representing fewer than 100 shares of Class A common stock. By tendering in the Offer, an Odd Lot Holder who holds shares of Class A common stock in its name and tenders its shares of Class A common stock directly to the Depositary would not only avoid the payment of brokerage commissions, but also would avoid any applicable odd lot discounts in a sale of the holder’s shares of Class A common stock. Any Odd Lot Holder wishing to tender all of the shareholder’s shares of Class A common stock pursuant to the Offer should complete the section entitled “Odd Lots” in the Letter of Transmittal and, if applicable, in the Notice of Guaranteed Delivery.

      Proration. If proration of tendered shares is required, we will determine the proration factor as promptly as practicable following the Expiration Time. Proration for each shareholder tendering shares of Class A common stock, other than Odd Lot Holders, will be based on the ratio of the number of shares of Class A common stock tendered by the shareholder to the total number of shares of Class A common stock tendered by all shareholders, other than Odd Lot Holders, at or below the purchase price selected by us, subject to conditional tenders. Because of the difficulty in determining the number of shares of Class A common stock properly tendered and not properly withdrawn, and because of the Odd Lot procedure described above and the conditional tender procedure described in Section 6, we expect that we will not be able to announce the final proration factor or commence payment for any shares of Class A common stock purchased pursuant to the Offer until approximately seven to ten business days after the Expiration Time. The preliminary results of any proration will be announced by press release as promptly as practicable after the Expiration Time. After the Expiration Time, shareholders may obtain preliminary proration information from the Information Agent and also may be able to obtain the information from their brokers.

      As described in Section 14, the number of shares of Class A common stock that we will purchase from a shareholder under the Offer may affect the United States federal income tax consequences to that shareholder and, therefore, may be relevant to a shareholder’s decision whether or not to tender shares of Class A common stock.

      This Offer to Purchase and the related Letter of Transmittal will be mailed to record holders of shares of Class A common stock and will be furnished to brokers, dealers, commercial banks and trust companies whose names, or the names of whose nominees, appear on our shareholder list or, if applicable, who are listed as participants in a clearing agency’s security position listing for subsequent transmittal to beneficial owners of shares of Class A common stock.

2. Purpose of the Tender Offer; Certain Effects of the Tender Offer; Litigation; Strategic Alternatives for our Television Assets; and Other Plans

      Purpose of the Tender Offer. Our management and Board of Directors have evaluated our operations, strategy and expectations for the future and believe that the Offer is a prudent use of our

5

financial resources given our business profile, our assets and recent market prices for our Class A common stock.

      We believe that the modified “Dutch Auction” tender offer set forth herein represents a mechanism to provide all of our shareholders with the opportunity to tender all or a portion of their shares of Class A common stock and, thereby, receive a return of capital if they so elect. The Offer also provides shareholders (particularly those who, because of the size of their stockholdings, might not be able to sell their shares of Class A common stock without potential disruption to the share price) with an opportunity to obtain liquidity at a premium over recent market prices with respect to all or a portion of their shares of Class A common stock, without potential disruption to the share price and the usual transaction costs associated with market sales. In addition, shareholders who do not participate in the Offer will automatically increase their relative percentage interest in us and our future operations at no additional cost to them. As a result, our Board of Directors believes that investing in our own shares of Class A common stock in this manner is an attractive use of capital and an efficient means to provide value to our shareholders.

      After the Offer is completed, we believe that our anticipated cash flow from operations, access to credit facilities and capital markets and financial condition will be adequate for our needs. However, actual experience may differ significantly from our expectations. See “Forward Looking Statements.” In considering the Offer, our management and the Board of Directors took into account the expected financial impact of the Offer, including our increased indebtedness as described in Section 9.

      Our Board of Directors has authorized a share repurchase program to be made effective after the completion of the Offer. The share repurchase program will permit us, to the extent that we do not purchase 20,250,000 shares of Class A common stock in the Offer, to purchase up to a number of shares of Class A common stock equal to the shortfall, and to purchase an additional number of shares of Class A common stock equal to 5% of the total outstanding shares of Class A common stock after the Offer. Whether or to what extent we choose to make such purchases will depend upon market conditions and our capital needs, and there is no assurance that we will conclude such purchases for all of the authorized amount. These purchases may be made at the discretion of our management, and may be on the same terms or on terms and prices that are more or less favorable to shareholders than the terms of this Offer. No such purchases will be made by us before or during the pendency of the Offer or for at least 10 business days following termination of the Offer. Furthermore, no purchases will be made if such purchases would have a reasonable likelihood of either (i) causing the shares of Class A common stock to be held of record by less than 300 persons, or (ii) cause the shares of Class A common stock to be delisted from the Nasdaq National Market or to be eligible for deregistration under the Exchange Act.

      Neither we nor any member of our Board of Directors nor the Dealer Managers or the Information Agent makes any recommendation to any shareholder as to whether to tender or refrain from tendering any shares of Class A common stock or as to the purchase price or purchase prices at which shareholders may choose to tender their shares of Class A common stock. We have not authorized any person to make any such recommendation. Shareholders should carefully evaluate all information in the Offer, should consult their own investment and tax advisors, and should make their own decisions about whether to tender shares of Class A common stock and, if so, how many shares of Class A common stock to tender and the purchase price or purchase prices at which to tender. In doing so, you should read carefully the information in this Offer to Purchase and in the related Letter of Transmittal. In addition, we have been informed that none of our directors or executive officers, including Jeffrey H. Smulyan, our Chief Executive Officer, President and Chairman of the Board, and our largest shareholder, intends to tender any of their own shares of Class A common stock in the Offer.

      Certain Effects of the Offer. Shareholders who do not tender their shares of Class A common stock pursuant to the Offer and shareholders who otherwise retain an equity interest in the Company as a result of a partial tender of shares of Class A common stock or a proration will continue to be owners of the Company. As a result, those shareholders will realize a proportionate increase in their relative equity interest in the Company and, thus, in our future earnings and assets, if any, and will bear the attendant

6

risks associated with owning our equity securities, including risks resulting from our purchase of shares of Class A common stock. We can give no assurance, however, that we will not issue additional shares or equity interests in the future. Shareholders may be able to sell non-tendered shares in the future on the Nasdaq National Market or otherwise, at a net price significantly higher than the purchase price in the Offer. We can give no assurance, however, as to the price at which a shareholder may be able to sell his or her shares of Class A common stock in the future, which may be higher or lower than the purchase price paid by us in the Offer.

      Shares of Class A common stock we acquire pursuant to the Offer will be canceled and returned to the status of authorized but unissued stock and will be available for us to issue without further shareholder action (except as required by applicable law or the rules of the Nasdaq National Market) for purposes including, without limitation, acquisitions, raising additional capital and the satisfaction of obligations under existing or future employee benefit or compensation programs or stock plans or compensation programs for directors.

      The Offer will reduce our “public float” (the number of shares of Class A common stock owned by non-affiliate shareholders and available for trading in the securities markets). This reduction in our public float may result in lower stock prices and/or reduced liquidity in the trading market for the Class A common stock following completion of the Offer.

      Because our directors and officers will not tender any of their own shares of Class A common stock, the Offer will increase their proportional holdings. In particular, Jeffrey H. Smulyan, our Chief Executive Officer, President and Chairman of the Board, as well as our largest shareholder, has advised us that he does not intend to participate in the Offer with respect to his own shares of Class A common stock. The beneficial ownership of Mr. Smulyan, who beneficially owns approximately 6.0% of the total number of outstanding shares of Class A and Class B common stock and 52.2% of the combined voting power of the total number of outstanding shares of Class A and Class B common stock, will increase to approximately 7.5% of the total number of outstanding shares of Class A and Class B common stock and 64.3% of the combined voting power of the total number of outstanding shares of Class A and Class B common stock, assuming that the maximum 20,250,000 shares of Class A common stock are purchased in the Offer. See Section 11.

      The Offer also provides our shareholders with a efficient way to sell their shares without incurring brokers’ fees or commissions. Where shares of Class A common stock are tendered by the registered owner of those shares of Class A common stock directly to the Depositary, the sale of those shares of Class A common stock in the Offer will permit the seller to avoid the usual transaction costs associated with open market sales. Furthermore, Odd Lot Holders who hold shares of Class A common stock registered in their names and tender their shares of Class A common stock directly to the Depositary and whose shares of Class A common stock are purchased under the Offer will avoid not only the payment of brokerage commissions but also any applicable odd lot discounts that might be payable on sales of their shares of Class A common stock in Nasdaq transactions.

      In connection with the consummation of the Offer, we may incur up to $400 million of additional debt as described in Section 9. At February 28, 2005, on a pro forma basis after giving effect to the Offer assuming the purchase by us of 20,250,000 shares of Class A common stock at the mid-point price of $18.50 per share, we would have had approximately $1,569 million of indebtedness outstanding and shareholders’ equity of approximately $74 million. Our substantial indebtedness could have important consequences to our shareholders, such as requiring us to dedicate a substantial portion of our cash flow from operations to payments on our indebtedness, thereby reducing the availability of our cash flow to fund working capital, capital expenditures and other general corporate purposes; or limiting our flexibility in planning for, or reacting to, changes in our businesses and the industries in which we operate; or place us at a competitive disadvantage compared to our competitors that have less debt. See “Selected Historical and Pro Forma Financial Information” in Section 10.

      Litigation. On May 16, 2005, we filed Articles of Correction with the Indiana Secretary of State to correct the anti-dilution adjustment provisions of our outstanding convertible preferred stock. The Articles of Correction implement the original agreement of the parties by correcting a mistake in the anti-dilution

7

provisions relating to a tender offer by us involving the purchase of shares of common stock for consideration representing more than 15% of our market capitalization. Upon the completion of the Offer, the anti-dilution provisions, as originally filed, would have resulted in the holders of our convertible preferred stock receiving a substantially greater reduction in the conversion price than was the original expectation of the parties. The revised anti-dilution provisions in the Articles of Correction reflect the original intent of the parties by including a customary anti-dilution formula for tender offers. On May 16, 2005, we filed a lawsuit in Indiana State Court seeking, in part, a declaratory judgment authorizing the correction or reformation of the anti-dilution provisions in our Second Amended and Restated Articles of Incorporation so that they are consistent with those in the Articles of Correction.

      The Offer is contingent on our either prevailing in the lawsuit for declaratory judgment or resolving the subject matter of the lawsuit in a manner satisfactory to us. We intend to actively seek to settle the lawsuit in a manner that is consistent with the revised anti-dilution provisions in the Articles of Correction. If we do not prevail in the lawsuit or resolve it in a timely manner, we intend to examine other alternatives to deliver value to our shareholders, which may include reducing the size of the Offer so that no anti-dilution adjustment is triggered.

      Strategic Alternatives for Television Assets. In connection with the commencement of the Offer, we announced that we have engaged investment bankers to assist in the evaluation of strategic alternatives for our television assets. This process could result in a decision to sell all or a portion of our television assets. Our decision to explore strategic alternatives for our television assets comes from our ongoing dedication to lowering our debt and putting us in a better position to operate and grow our radio, publishing and other media businesses. There can be no assurance that we can or will sell our television assets at prices that are favorable, or that the proceeds will be used to repay our outstanding indebtedness.

      Other Plans. Except as otherwise disclosed in this Offer to Purchase, we currently have no plans, proposals or negotiations underway that relate to or would result in:

•  any extraordinary transaction, such as a merger, reorganization or liquidation, involving us or any of our subsidiaries;

•  any purchase, sale or transfer of an amount of our assets or any of our subsidiaries’ assets which is material to us and our subsidiaries, taken as a whole;

•  any material change in our present board of directors or management or any plans or proposals to change the number or the term of directors (although we may fill vacancies arising on the board) or to change any material term of the employment contract of any executive officer;

•  any material change in our present dividend policy of not paying cash dividends, our capitalization, our corporate structure or our business;

•  any class of our equity securities ceasing to be authorized to be quoted on the Nasdaq National Market;

•  any class of our equity securities becoming eligible for termination of registration under Section 12(g) of the Exchange Act;

•  the suspension of our obligation to file reports under Section 13 of the Exchange Act; or

•  the acquisition or disposition by any person of our securities.

8

3.     Procedures for Tendering Shares

      Valid Tender. For a shareholder to make a valid tender of shares of Class A common stock under the Offer (i) the Depositary must receive, at one of the addresses set forth on the back cover of this Offer to Purchase and prior to the Expiration Time:

•  a Letter of Transmittal, or a facsimile thereof, properly completed and duly executed, together with any required signature guarantees, or, in the case of a book-entry transfer, an agent’s message (see “— Book-Entry Transfer” below), and any other required documents; and

•  either certificates representing the tendered shares or, in the case of tendered shares delivered in accordance with the procedures for book-entry transfer we describe below, a book-entry confirmation of that delivery (see “— Book-Entry Transfer” below); or

(ii) the tendering shareholder must, before the Expiration Time, comply with the guaranteed delivery procedures we describe below.

      The valid tender of shares of Class A common stock by you by one of the procedures described in this Section 3 will constitute a binding agreement between you and us on the terms of, and subject to the conditions to, the Offer.

      In accordance with Instruction 5 of the Letter of Transmittal, each shareholder desiring to tender shares of Class A common stock pursuant to the Offer must either (1) check the box in the section of the Letter of Transmittal captioned “Shares Tendered At Price Determined Pursuant to the Offer” or (2) check one of the boxes corresponding to the price at which shares of Class A common stock are being tendered in the section of the Letter of Transmittal captioned “Price (in dollars) Per Share at which Shares are Being Tendered.” A tender of shares of Class A common stock will be proper if and only if, one of these boxes is checked on the Letter of Transmittal.

      If tendering shareholders wish to maximize the chance that their shares of Class A common stock will be purchased, they should check the box in the section of the Letter of Transmittal captioned “Shares Tendered at Price Determined Pursuant to the Offer.” Note that this election could result in the tendered shares being purchased at the minimum price of $17.25 per share.

      If tendering shareholders wish to indicate a specific price (in multiples of $0.25) at which their shares of Class A common stock are being tendered, they must check a box under the section captioned “Price (in dollars) per Share at Which Shares Are Being Tendered.” Tendering shareholders should be aware that this election could mean that none of their shares of Class A common stock will be purchased if they check a box other than the box representing the lowest price.

      A shareholder who wishes to tender shares of Class A common stock at more than one price must complete separate Letters of Transmittal for each price at which shares of Class A common stock are being tendered. The same shares of Class A common stock cannot be tendered (unless previously properly withdrawn in accordance with the terms of the Offer) at more than one price.

      We urge shareholders who hold shares through brokers or banks to consult the brokers or banks to determine whether transaction costs are applicable if they tender shares of Class A common stock through the brokers or banks and not directly to the depositary.

      Odd Lot Holders who tender all their shares of Class A common stock must also complete the section captioned “Odd Lots” in the Letter of Transmittal and, if applicable, in the Notice of Guaranteed Delivery, to qualify for the preferential treatment available to Odd Lot Holders as set forth in Section 1.

      Book-Entry Transfer. For purposes of the Offer, the Depositary will establish an account for the shares of Class A common stock at The Depository Trust Company (the “book-entry transfer facility”) within two business days after the date of this Offer to Purchase. Any financial institution that is a participant in the book-entry transfer facility’s system may make book-entry delivery of shares of Class A common stock by causing the book-entry transfer facility to transfer those shares of Class A common stock into the Depositary’s account in accordance with the book-entry transfer facility’s procedures for that

9

transfer. Although delivery of shares of Class A common stock may be effected through book-entry transfer into the Depositary’s account at the book-entry transfer facility, the Letter of Transmittal, or a facsimile thereof, properly completed and duly executed, with any required signature guarantees, or an agent’s message, and any other required documents must, in any case, be transmitted to, and received by, the Depositary at one of the addresses set forth on the back cover of this Offer to Purchase prior to the Expiration Time, or the tendering shareholder must comply with the guaranteed delivery procedures we describe below.

      The confirmation of a book-entry transfer of shares of Class A common stock into the Depositary’s account at the book-entry transfer facility as we describe above is referred to herein as a “book-entry confirmation.” Delivery of documents to the book-entry transfer facility in accordance with the book-entry transfer facility’s procedures will not constitute delivery to the Depositary.

      The term “agent’s message” means a message transmitted by the book-entry transfer facility to, and received by, the Depositary and forming a part of a book-entry confirmation, stating that the book-entry transfer facility has received an express acknowledgment from the participant tendering shares of Class A common stock through the book-entry transfer facility that the participant has received and agrees to be bound by the terms of the Letter of Transmittal and that we may enforce that agreement against that participant.

      The method of delivery of shares of Class A common stock, the Letter of Transmittal and all other required documents, including delivery through the book-entry transfer facility, is at the election and risk of the tendering shareholder. Shares of Class A common stock will be deemed delivered only when actually received by the Depositary (including, in the case of a book-entry transfer, by book-entry confirmation). If you plan to make delivery by mail, we recommend that you deliver by registered mail with return receipt requested and obtain proper insurance. In all cases, sufficient time should be allowed to ensure timely delivery.

      Emmis Operating Company 401(k) Plans. Participants in the Emmis Operating Company 401(k) Plans wishing to direct the tender of any shares of Class A common stock held in their accounts in these plans must follow the separate instructions and procedures described in this Section 3 and in the “Letter to Participants in the Emmis Operating Company 401(k) Plans.” Participants in the Emmis Operating Company 401(k) Plans may instruct the trustee of the 401(k) Plans, Merrill Lynch Trust Co., FSB (the “401(k) Trustee”), to tender shares held in the 401(k) Plans through the telephonic procedure described in the “Letter to Participants in the Emmis Operating Company 401(k) Plans” prior to 6:00 p.m. on Thursday, June 9, 2005. All 401(k) Plan participant instructions timely received by the 401(k) Trustee will be combined and submitted by the 401(k) Trustee to the Depositary in one or more Letters of Transmittal, as necessary on behalf of all participants in the 401(k) Plans who timely instructed the 401(k) Trustee to tender all or a portion of the shares of Class A common stock held in their 401(k) Plan accounts at the prices selected by these 401(k) Plan participants. All documents furnished to shareholders generally in connection with the Offer will be made available to participants whose 401(k) Plan accounts include shares of Class A common stock. Participants in the Emmis Operating Company 401(k) Plans cannot use the Letter of Transmittal to direct the tender of shares of Class A common stock held under these 401(k) Plans. Participants in the Emmis Operating Company 401(k) Plans who also hold shares of Class A common stock outside of these 401(k) Plans, however, must use the Letter of Transmittal to tender shares of Class A common stock held outside both these 401(k) Plans and the Emmis Operating Company Profit Sharing Plan. For shares of Class A Common Stock held in participant accounts in our 401(k) Plans for which no instruction is received from participants, in accordance with the plan documents, the applicable fiduciary for the 401(k) Plans, our Benefits Committee, will determine whether and at what price to tender such shares in the Offer.

      Our 401(k) Plans are prohibited by law from selling shares of Class A common stock to us for a price that is less than the prevailing market price of our Class A common stock. Accordingly, if a participant elects to direct the 401(k) Trustee to tender shares of Class A common stock at a price that is lower than the closing price of our Class A common stock on the date the Offer expires, the tender price a

10

participant elects will be deemed to have been increased to the closest tender price that is not less than the closing price of our Class A common stock on the Nasdaq National Market on the date the Offer expires. This could result in a participant’s shares of Class A common stock held in our 401(k) Plans not being purchased in the Offer. If the closing price of our shares of Class A common stock on the date the Offer expires is greater than the maximum price available in the Offer, none of the shares of Class A common stock will be tendered and a participant’s direction to tender will be deemed to have been withdrawn.

      The cash proceeds received by our 401(k) Plans from any tender of Class A common stock from a participant’s plan account will be deposited in the participant’s 401(k) Plan account and invested in the 401(k) Plans’ Merrill Lynch Retirement Preservation Trust until the participant allocates the proceeds among the various investment funds under our 401(k) Plans according to the participant’s personal investment strategy.

      Participants in our 401(k) Plans are urged to read the separate “Letter to Participants in the Emmis Operating Company 401(k) Plans” and related materials carefully. This letter contains additional information regarding the potential tax consequences of tendering any shares of Class A common stock from a participant’s plan account.

      Emmis Operating Company Profit Sharing Plan. Participants in the Emmis Operating Company Profit Sharing Plan wishing to direct the tender of any shares of Class A common stock held in their accounts in our Profit Sharing Plan must follow the separate instructions and procedures described in this Section 3. Participants in the Emmis Operating Company Profit Sharing Plan may instruct the Profit Sharing Plan’s trustee, Jeffery H. Smulyan (the “Profit Sharing Plan Trustee”), to tender shares of Class A common stock held in their Profit Sharing Plan accounts by returning the Instruction Form in the “Letter to Participants in the Emmis Operating Company Profit Sharing Plan” to the Depositary, at least three business days prior to the Expiration Time, unless we extend it. All Profit Sharing Plan participant instructions timely received will be combined and submitted by the Profit Sharing Plan Trustee to the Depositary in one or more Letters of Transmittal, as necessary on behalf of all participants in the Profit Sharing Plan who timely instructed him (through the submission of Instruction Forms to the Depositary) to tender all or a portion of their shares of Class A common stock held in their Profit Sharing Plan accounts at the prices selected by these Profits Sharing Plan participants. All documents furnished to shareholders generally in connection with the Offer will be made available to participants in our Profit Sharing Plan. Participants in the Emmis Operating Company Profit Sharing Plan cannot use the Letter of Transmittal to direct the tender of shares of Class A common stock held under the plan, but must use the Instruction Form included in the separate letter sent to them. Participants in the Emmis Operating Company Profit Sharing Plan who also hold shares of Class A common stock outside of the plan, however, must use the Letter of Transmittal to tender shares of Class A common stock held outside both the plan and the Emmis Operating Company 401(k) Plans. Shares of Class A common stock held in the Emmis Operating Company Profit Sharing Plan for which no instruction is received from participants will not be tendered in this Offer.

      Our Profit Sharing Plan is prohibited by law from selling shares of Class A common stock to us for a price that is less than the prevailing market price of our Class A common stock. Accordingly, if a participant elects to direct the Profit Sharing Plan Trustee to tender shares of Class A common stock at a price that is lower than the closing price of our Class A common stock on the date the Offer expires, the tender price a participant elects will be deemed to have been increased to the closest tender price that is not less than the closing price of our common stock on the Nasdaq National Market on the date the Offer expires. This could result in a participant’s shares of Class A common stock held in our Profit Sharing Plan not being purchased in the Offer. If the closing price of our shares of Class A common stock on the date the Offer expires is greater than the maximum price available in the Offer, none of the shares of Class A common stock will be tendered and a participant’s direction to tender will be deemed to have been withdrawn.

11

      The cash proceeds received by our Profit Sharing Plan from any tender of Class A common stock from a participant’s plan account will be deposited in the participant’s Profit Sharing Plan account and invested as determined by the Profit Sharing Plan Trustee, in a money market account or certificate of deposit.

      Participants in our Profit Sharing Plan are urged to read the separate “Letter to Participants in the Emmis Operating Company Profit Sharing Plan” and related materials carefully. This letter contains additional information regarding the potential tax consequences of tendering any shares of Class A common stock from a participant’s plan account.

      Signature Guarantees. No signature guarantee will be required on a Letter of Transmittal for shares of Class A common stock tendered thereby if:

•  the “registered holder(s)” of those shares signs the Letter of Transmittal and has not completed either the box entitled “Special Delivery Instructions” or the box entitled “Special Payment Instructions” on the Letter of Transmittal; or

•  those shares are tendered for the account of an “eligible institution.”

      For purposes hereof, a “registered holder” of tendered shares will include any participant in the book-entry transfer facility’s system whose name appears on a security position listing as the owner of those shares, and an “eligible institution” is a “financial institution,” which term includes most commercial banks, savings and loan associations and brokerage houses, that is a participant in any of the following: (i) the Securities Transfer Agents Medallion Program; (ii) the New York Stock Exchange, Inc. Medallion Signature Program; or (iii) the Stock Exchange Medallion Program.

      Except as we describe above, all signatures on any Letter of Transmittal for shares of Class A common stock tendered thereby must be guaranteed by an eligible institution. See Instructions 1 and 6 to the Letter of Transmittal. If the certificates for shares of Class A common stock are registered in the name of a person other than the signer of the Letter of Transmittal, or if payment is to be made or certificates for shares of Class A common stock not tendered or not accepted for payment are to be returned to a person other than the registered holder of the certificates surrendered, the tendered certificates must be endorsed or accompanied by appropriate stock powers, in either case signed exactly as the name or names of the registered holders or owners appear on the certificates, with the signatures on the certificates or stock powers guaranteed as aforesaid. See Instructions 1 and 6 to the Letter of Transmittal.

      Guaranteed Delivery. If you wish to tender shares of Class A common stock under the Offer and your certificates for shares of Class A common stock are not immediately available or the procedures for book-entry transfer cannot be completed on a timely basis or time will not permit all required documents to reach the Depositary prior to the Expiration Time, your tender may be effected if all the following conditions are met:

•  your tender is made by or through an eligible institution;

•  a properly completed and duly executed Notice of Guaranteed Delivery, substantially in the form we provide, is received by the Depositary, as provided below, prior to the Expiration Time; and

•  the Depositary receives, at one of the addresses set forth on the back cover of this Offer to Purchase and within the period of three trading days after the date of execution of that Notice of Guaranteed Delivery, either: (i) the certificates representing the shares of Class A common stock being tendered together with (1) a Letter of Transmittal, or a facsimile thereof, relating thereto which has been properly completed and duly executed and includes all signature guarantees required thereon and (2) all other required documents; or (ii) in the case of any book-entry transfer of the shares of Class A common stock being tendered which is effected in accordance with the book-entry transfer procedures we describe above under “— Book-Entry Transfer” within the same three-trading day period (1) either a Letter of Transmittal, or a facsimile thereof, relating thereto which has been properly completed and duly executed and includes all signature guarantees

12

required thereon or an agent’s message, (2) a book-entry confirmation relating to that transfer and (3) all other required documents.

      For these purposes, a “trading day” is any day on which the Nasdaq National Market is open for business.

      A Notice of Guaranteed Delivery must be delivered to the Depositary by hand, facsimile transmission or mail and must include a guarantee by an eligible institution in the form set forth in the Notice of Guaranteed Delivery that is to be delivered to the Depositary.

      Other Requirements. Notwithstanding any other provision hereof, payment for shares of Class A common stock accepted for payment under the Offer will in all cases be made only after timely receipt by the Depositary of:

•  certificates representing, or a timely book-entry confirmation respecting, those shares;

•  a Letter of Transmittal, or a facsimile thereof, properly completed and duly executed, with any required signature guarantees thereon, or, in the case of a book-entry transfer, an agent’s message in lieu of a Letter of Transmittal; and

•  any other documents the Letter of Transmittal requires.

      Accordingly, tendering shareholders may be paid at different times depending on when certificates representing, or book-entry confirmations respecting, their shares of Class A common stock are actually received by the Depositary.

      Under no circumstances will we pay interest on the purchase price of the shares of Class A common stock we purchase in the Offer, regardless of any extension of or amendment to the Offer or any delay in making that payment.

      Tendering Shareholder’s Representation and Warranty; Our Acceptance Constitutes an Agreement. It is a violation of Rule 14e-4 promulgated under the Exchange Act for a person acting alone or in concert with others, directly or indirectly, to tender shares of Class A common stock for such person’s own account unless at the time of tender and at the Expiration Time such person has a “net long position” in (a) the shares of Class A common stock that is equal to or greater than the amount tendered and will deliver or cause to be delivered such shares for the purpose of tendering to us within the period specified in the Offer or (b) other securities immediately convertible into, exercisable for or exchangeable into shares of Class A common stock (“Equivalent Securities”) that is equal to or greater than the amount tendered and, upon the acceptance of such tender, will acquire such shares by conversion, exchange or exercise of such Equivalent Securities to the extent required by the terms of the Offer and will deliver or cause to be delivered such shares so acquired for the purpose of tender to us within the period specified in the Offer. Rule 14e-4 also provides a similar restriction applicable to the tender or guarantee of a tender on behalf of another person. A tender of shares of Class A common stock made pursuant to any method of delivery set forth herein will constitute the tendering shareholder’s representation and warranty to us that (a) such shareholder has a “net long position” in shares of Class A common stock or Equivalent Securities being tendered within the meaning of Rule 14e-4, and (b) such tender of shares of Class A common stock complies with Rule 14e-4. Our acceptance for payment of shares of Class A common stock tendered pursuant to the Offer will constitute a binding agreement between the tendering shareholder and us upon the terms and subject to the conditions of the Offer.

      Determination of Validity. All questions as to the number of shares of Class A common stock to be accepted, the price to be paid for shares of Class A common stock to be accepted and the validity, form, eligibility (including time of receipt) and acceptance for payment of any tender of shares of Class A common stock will be determined by us, in our reasonable discretion, and our determination will be final and binding on all parties. We reserve the absolute right to reject any or all tenders we determine not to be in proper form or the acceptance for payment of, or payment for, shares of Class A common stock which may, in the opinion of our counsel, be unlawful. We also reserve the absolute right to waive any conditions of the Offer with respect to all shareholders or any defect or irregularity in any tender with

13

respect to any particular shares of Class A common stock or any particular shareholder whether or not we waive similar defects or irregularities in the case of other shareholders. No tender of shares of Class A common stock will be deemed to have been validly made until all defects or irregularities relating thereto have been cured or waived. None of us, the Dealer Managers, the Depositary, the Information Agent or any other person will be under any duty to give notification of any defects or irregularities in tenders or incur any liability for failure to give any such notification. Our interpretation of the terms of and conditions to the Offer, including the Letter of Transmittal and the instructions thereto, will be final and binding. By tendering shares of Class A common stock to us, you agree to accept all decisions we make concerning these matters and waive any right you might otherwise have to challenge those decisions.

      Backup U.S. Federal Income Tax Withholding. Under the U.S. federal income tax laws, payments in connection with the transaction may be subject to “backup withholding” at a rate of 28%, unless a shareholder that holds shares of Class A common stock:

•  provides a correct taxpayer identification number (which, for an individual shareholder, is the shareholder’s social security number) and certifies, under penalties of perjury, that he or she is not subject to backup withholding, and otherwise complies with applicable requirements of the backup withholding rules; or

•  is a corporation or comes within other exempt categories and, when required, demonstrates this fact and otherwise complies with applicable requirements of the backup withholding rules.

      Any amount withheld under these rules will be creditable against the U.S. holder’s U.S. federal income tax liability or refundable to the extent that it exceeds such liability if the U.S. holder provides the required information to the Internal Revenue Service. A shareholder that does not provide a correct taxpayer identification number may be subject to penalties imposed by the Internal Revenue Service. To prevent backup U.S. federal income tax withholding on cash payable under the Offer, each shareholder should provide the Depositary with his or her correct taxpayer identification number and certify that he or she is not subject to backup U.S. federal income tax withholding by completing the Substitute Internal Revenue Service Form W-9 included in the Letter of Transmittal. Foreign shareholders should complete and sign the appropriate Internal Revenue Service Form W-8, Certificate of Foreign Status, a copy of which may be obtained from the Depositary, in order to avoid backup withholding. See Instruction 10 to the Letter of Transmittal.

      Lost Certificates. If the share certificates which a registered holder wants to surrender have been lost, destroyed or stolen, the shareholder should promptly notify the Depositary at (800) 829-8432. The Depositary will instruct the shareholder as to the steps that must be taken in order to replace the certificates.

      We will decide, in our reasonable discretion, all questions as to the number of shares of Class A common stock to be accepted, the price to be paid for shares of Class A common stock to be accepted and the validity, form, eligibility (including time of receipt) and acceptance for payment of any tender of shares of Class A common stock, and each such decision will be final and binding on all parties.

4.     Withdrawal Rights

      Except as this Section 4 otherwise provides, tenders of shares of Class A common stock are irrevocable. You may withdraw shares of Class A common stock that you have previously tendered under the Offer according to the procedures we describe below at any time prior to the Expiration Time for all shares of Class A common stock except those subject to the Emmis Operating Company 401(k) Plans or the Emmis Operating Company Profit Sharing Plan. Participants in the Emmis Operating Company 401(k) Plans or Emmis Operating Company Profit Sharing Plan who wish to withdraw tenders of shares of Class A common stock held in these plans must follow the instructions in the “Letter to Participants in the Emmis Operating Company 401(k) Plans” or “Letter to Participants in the Emmis Operating Company Profit Sharing Plan,” as applicable, furnished separately. You may also withdraw your previously

14

tendered shares of Class A common stock at any time after 12:00 midnight, New York City time, on Tuesday, July 12, 2005, unless such shares have been accepted for payment as provided in the Offer.

      For a withdrawal to be effective, a written notice of withdrawal must:

•  be received in a timely manner by the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase; and

•  specify the name of the person having tendered the shares of Class A common stock to be withdrawn, the number of shares of Class A common stock to be withdrawn and the name of the registered holder of the shares of Class A common stock to be withdrawn, if different from the name of the person who tendered the shares of Class A common stock.

      If certificates for shares of Class A common stock have been delivered or otherwise identified to the Depositary, then, prior to the physical release of those certificates, the serial numbers shown on those certificates must be submitted to the Depositary and, unless an eligible institution has tendered those shares, an eligible institution must guarantee the signatures on the notice of withdrawal.

      If shares of Class A common stock have been delivered in accordance with the procedures for book-entry transfer described in Section 3 of this Offer to Purchase, “Procedures for Tendering Shares,” any notice of withdrawal must also specify the name and number of the account at the book-entry transfer facility to be credited with the withdrawn shares and otherwise comply with the book-entry transfer facility’s procedures.

      Withdrawals of tenders of shares of Class A common stock may not be rescinded, and any shares of Class A common stock properly withdrawn will thereafter be deemed not validly tendered for purposes of the Offer. Withdrawn shares may be retendered at any time prior to the Expiration Time by again following one of the procedures described in Section 3 of this Offer to Purchase, “Procedures for Tendering Shares.”

      We will decide, in our reasonable discretion, all questions as to the form and validity, including time of receipt, of notices of withdrawal, and each such decision will be final and binding. We also reserve the absolute right to waive any defect or irregularity in the withdrawal of shares of Class A common stock by any shareholder, whether or not we waive similar defects or irregularities in the case of any other shareholder. None of us, the Depositary, the Information Agent or any other person will be under any duty to give notification of any defects or irregularities in any notice of withdrawal or incur any liability for failure to give any such notification.

      If we extend the Offer, are delayed in our purchase of shares of Class A common stock, or are unable to purchase shares of Class A common stock under the Offer for any reason, then, without prejudice to our rights under the Offer, the Depositary may, subject to applicable law, retain tendered shares on our behalf, and such shares may not be withdrawn except to the extent tendering shareholders are entitled to withdrawal rights as described in this Section 4.

5.     Purchase of Shares and Payment of Purchase Price

      Upon the terms and subject to the conditions of the Offer, as promptly as practicable following the Expiration Time, we will (1) determine a single per share purchase price we will pay for the shares of Class A common stock properly tendered and not properly withdrawn, taking into account the number of shares of Class A common stock tendered and the prices specified by tendering shareholders, and (2) accept for payment and pay the purchase price for (and thereby purchase) up to 20,250,000 shares of Class A common stock properly tendered at prices at or below the purchase price and not properly withdrawn.

      Subject to applicable rules of the SEC, we expressly reserve the right to delay acceptance for payment of, or payment for, shares of Class A common stock in anticipation of governmental regulatory approvals. We remain, however, obliged to pay the purchase price of the shares of Class A common stock accepted for payment promptly after the Expiration Time.

15

      For purposes of the Offer, we will be deemed to have accepted for payment (and therefore purchased), subject to the “odd lot” priority, proration and conditional tender provisions of the Offer, shares of Class A common stock that are properly tendered at or below the purchase price selected by us and not properly withdrawn only when, as and if we give oral or written notice to the Depositary of our acceptance of the shares of Class A common stock for payment pursuant to the Offer.

      Upon the terms and subject to the conditions of the Offer, we will accept for payment and pay the per share purchase price for all of the shares of Class A common stock accepted for payment pursuant to the Offer promptly after the Expiration Time. In all cases, payment for shares of Class A common stock tendered and accepted for payment pursuant to the Offer will be made promptly, subject to possible delay in the event of proration, but only after timely receipt by the Depositary of:

•  certificates for shares of Class A common stock, or of a timely book-entry confirmation of shares of Class A common stock into the Depositary’s account at the book-entry transfer facility,

•  a properly completed and duly executed Letter of Transmittal (or manually signed facsimile of the Letter of Transmittal), or, in the case of a book-entry transfer, an agent’s message, and

•  any other required documents.

      We will pay for shares of Class A common stock purchased pursuant to the Offer by depositing the aggregate purchase price for the shares of Class A common stock with the Depositary, which will act as agent for tendering shareholders for the purpose of receiving payment from us and transmitting payment to the tendering shareholders.

      In the event of proration, we will determine the proration factor and pay for those tendered shares accepted for payment as soon as practicable after the Expiration Time. However, we expect that we will not be able to announce the final results of any proration or commence payment for any shares of Class A common stock purchased pursuant to the Offer until approximately seven to ten business days after the Expiration Time. Certificates for all shares of Class A common stock tendered and not purchased, including all shares of Class A common stock tendered at prices in excess of the purchase price and shares of Class A common stock not purchased due to proration will be returned or, in the case of shares of Class A common stock tendered by book-entry transfer, will be credited to the account maintained with the book-entry transfer facility by the participant who delivered the shares of Class A common stock, to the tendering shareholder at our expense as promptly as practicable after the Expiration Time or termination of the Offer without expense to the tendering shareholders.

      Under no circumstances will we pay interest on the purchase price, including but not limited to, by reason of any delay in making payment. In addition, if certain events occur, we may not be obligated to purchase shares of Class A common stock pursuant to the Offer. See Section 7.

      We will pay all stock transfer taxes, if any, payable on the transfer to us of shares of Class A common stock purchased pursuant to the Offer. If, however, payment of the purchase price is to be made to, or (in the circumstances permitted by the Offer) if unpurchased shares of Class A common stock are to be registered in the name of, any person other than the registered holder, or if tendered certificates are registered in the name of any person other than the person signing the Letter of Transmittal, the amount of all stock transfer taxes, if any (whether imposed on the registered holder or the other person), payable on account of the transfer to the person will be deducted from the purchase price unless satisfactory evidence of the payment of the stock transfer taxes, or exemption from payment of the stock transfer taxes, is submitted. See Instruction 7 of the Letter of Transmittal.

      Any tendering shareholder or other payee who fails to complete fully, sign and return to the Depositary the Substitute Form W-9 included with the Letter of Transmittal may be subject to required United States federal income tax backup withholding of 28% of the gross proceeds paid to the shareholder or other payee pursuant to the Offer. See Section 3. Also see Section 14 regarding United States federal income tax consequences for non-United States shareholders.

16

6.     Conditional Tender of Shares

      Subject to the exception for Odd Lot Holders, in the event of an over-subscription of the Offer, shares of Class A common stock tendered at or below the purchase price prior to the Expiration Time will be subject to proration. See Section 1. As discussed in Section 14, the number of shares of Class A common stock to be purchased from a particular shareholder may affect the tax treatment of the purchase to the shareholder and shareholder’s decision whether to tender. Accordingly, a shareholder may tender shares of Class A common stock subject to the condition that a specified minimum number of the shareholder’s shares of Class A common stock tendered pursuant to a Letter of Transmittal must be purchased if any shares of Class A common stock tendered are purchased. Any shareholder desiring to make a conditional tender must so indicate in the box entitled “Conditional Tender” in the Letter of Transmittal. We urge each shareholder to consult with his or her own financial or tax advisors.

      Any tendering shareholder wishing to make a conditional tender must calculate and appropriately indicate the minimum number of shares of Class A common stock that must be purchased if any are to be purchased. After the Offer expires, if more than 20,250,000 shares of Class A common stock (or such greater number of shares of Class A common stock as we may elect to purchase, such additional shares not to exceed 2% of our outstanding shares of Class A common stock (approximately 1,030,000 shares)) are properly tendered and not properly withdrawn, so that we must prorate our acceptance of and payment for tendered shares, we will calculate a preliminary proration percentage based upon all shares of Class A common stock properly tendered, conditionally or unconditionally. If the effect of this preliminary proration would be to reduce the number of shares of Class A common stock to be purchased from any shareholder (tendered pursuant to a Letter of Transmittal) below the minimum number specified, the tender will automatically be regarded as withdrawn (except as provided in the next paragraph). All shares of Class A common stock tendered by a shareholder subject to a conditional tender pursuant to the Letter of Transmittal and regarded as withdrawn as a result of proration will be returned at our expense.

      After giving effect to these withdrawals, we will accept the remaining shares of Class A common stock properly tendered, conditionally or unconditionally, on a pro rata basis, if necessary. If conditional tenders would otherwise be regarded as withdrawn and would cause the total number of shares of Class A common stock to be purchased to fall below 20,250,000 (or such greater number of shares of Class A common stock as we may elect to purchase, such additional shares not to exceed 2% of our outstanding shares of Class A common stock (approximately 1,030,000 shares)) then, to the extent feasible, we will select enough of the conditional tenders that would otherwise have been withdrawn to permit us to purchase 20,250,000 shares of Class A common stock (or such greater number of shares of Class A common stock as we may elect to purchase). In selecting among the conditional tenders, we will select by random lot, treating all tenders by a particular taxpayer as a single lot, and will limit our purchase in each case to the designated minimum number of shares of Class A common stock to be purchased. To be eligible for purchase by random lot, shareholders whose shares of Class A common stock are conditionally tendered must have tendered all of their shares of Class A common stock.

7.     Conditions of the Tender Offer

      Notwithstanding any other provision of the Offer, we will not be required to accept for payment, purchase or pay for any shares of Class A common stock tendered, and may terminate or amend the Offer or may postpone the acceptance for payment of, or the purchase of and the payment for shares of Class A common stock tendered, subject to Rule 13e-4(f) under the Exchange Act, if at any time on or after May 16, 2005 and prior to the time of payment for any shares of Class A common stock (whether any shares of Class A common stock have theretofore been accepted for payment) any of the following events occur or are determined by us to have occurred:

•  we are, or will be, unable to either prevail in our lawsuit seeking, in part, a declaratory judgment authorizing the correction or reformation of the anti-dilution provisions of our outstanding convertible preferred stock in our Second Amended and Restated Articles of Incorporation so that

17

	they are consistent with those in the Articles of Correction or resolve the subject matter of that lawsuit in a manner satisfactory to us;
•	we are or will be unable prior to the Expiration Time to obtain debt financing on terms and conditions satisfactory to us in our reasonable judgment which will be sufficient to purchase the shares of Class A common stock pursuant to the Offer and to pay related fees and expenses;
•	the FCC shall not have issued all required orders approving the increase in Jeffrey H. Smulyan’s voting interest resulting from the Offer;
•	we have not obtained an opinion satisfactory to us in our reasonable judgment as to the Company’s solvency under applicable law after giving effect to the Offer;
•	there has occurred:

•  any general suspension of, or general limitation on prices for, or trading in, securities on any national securities exchange in the United States or in the over-the-counter market;

•  a declaration of a banking moratorium or any suspension of payments in respect of banks in the United States or any limitation (whether or not mandatory) by any governmental agency or authority on, or any other event that, in our reasonable judgment, could reasonably be expected to adversely affect, the extension of credit by banks or other financial institutions;

•  a material change in United States or any other currency exchange rates or a suspension of or limitation on the markets therefor;

•  the commencement or escalation of a war, armed hostilities or other similar national or international calamity directly or indirectly involving the United States;

•  a decrease in excess of 15% in the market price for the shares of Class A common stock or in the or in the Dow Jones Industrial Average, the Nasdaq Composite Index or the S&P 500 Composite Index; or

•  in the case of any of the foregoing existing at the time of the commencement of the Offer, in our reasonable judgment, a material acceleration or worsening thereof;

•  any change (or condition, event or development involving a prospective change) has occurred or been threatened in the business, properties, assets, liabilities, capitalization, shareholders’ equity, financial condition, operations, licenses, results of operations or prospects of us or any of our subsidiaries or affiliates that, in our reasonable judgment, does or could reasonably be expected to have a materially adverse effect on us or any of our subsidiaries or affiliates, or we have become aware of any fact that, in our reasonable judgment, does or could reasonably be expected to have a material adverse effect on the value of the shares of Class A common stock;

•  legislation amending the Internal Revenue Code of 1986, as amended (the “Code”) has been passed by either the U.S. House of Representatives or the Senate or becomes pending before the U.S. House of Representatives or the Senate or any committee thereof, the effect of which, in our reasonable judgment, would be to change the tax consequences of the transaction contemplated by the Offer in any manner that would adversely affect us or any of our affiliates;

•  there has been threatened in writing, instituted, or pending any action, proceeding, application or counterclaim by or before any court or governmental, administrative or regulatory agency or authority, domestic or foreign, or any other person or tribunal, domestic or foreign, which:

•  challenges or seeks to challenge, restrain, prohibit or delay the making of the Offer, the acquisition by us of the shares of Class A common stock, or any other matter relating to the Offer, or seeks to obtain any material damages or otherwise relating to the transactions contemplated by the Offer;

18

•  seeks to make the purchase of, or payment for, some or all of the shares of Class A common stock pursuant to the Offer illegal or results in a delay in our ability to accept for payment or pay for some or all of the shares of Class A common stock;

•  seeks to impose limitations on our ability (or any affiliate of ours) to acquire or hold or to exercise full rights of ownership of the shares of Class A common stock, including, but not limited to, the right to the shares of Class A common stock purchased by us on all matters properly presented to our shareholders;

•  otherwise could reasonably be expected to materially adversely affect the business, properties, assets, liabilities, capitalization, shareholders’ equity, financial condition, operations, licenses, results of operations or prospects of us or any of our subsidiaries or affiliates; or

•  otherwise relates to the Offer or which otherwise, in our reasonable judgment, could reasonably be expected to adversely affect us or any of our subsidiaries or affiliates or the value of the shares of Class A common stock;

•  any action has been taken or any statute, rule, regulation, judgment, decree, injunction or order (preliminary, permanent or otherwise) has been proposed, sought, enacted, entered, promulgated, enforced or deemed to be applicable to the Offer or us or any of our subsidiaries or affiliates by any court, government or governmental agency or other regulatory or administrative authority, domestic or foreign, which, in our reasonable judgment;

•  indicates that any approval or other action of any such court, agency or authority may be required in connection with the Offer or the purchase of shares of Class A common stock thereunder;

•  could reasonably be expected to prohibit, restrict or delay consummation of the Offer or materially impair the contemplated benefits to us thereof; or

•  otherwise could reasonably be expected to materially adversely affect the business, properties, assets, liabilities, capitalization, shareholders’ equity, financial condition, operations, licenses, results of operations or prospects of us or any of our subsidiaries or affiliates;

•  a tender or exchange offer for any or all of our outstanding shares of Class A common stock (other than this Offer), or any merger, acquisition, business combination or other similar transaction with or involving us or any subsidiary, has been proposed, announced or made by any person or entity or has been publicly disclosed;

•  we learn that:

•  any entity, “group” (as that term is used in Section 13(d)(3) of the Exchange Act) or person has acquired or proposes to acquire beneficial ownership of more than 5% of our outstanding shares of Class A common stock, whether through the acquisition of stock, the formation of a group, the grant of any option or right, or otherwise (other than as and to the extent disclosed in a Schedule 13D or Schedule 13G filed with the SEC on or before May 16, 2005); or

•  any entity, group or person who has filed a Schedule 13D or Schedule 13G with the SEC on or before May 16, 2005 has acquired or proposes to acquire, whether through the acquisition of stock, the formation of a group, the grant of any option or right, or otherwise, beneficial ownership of an additional 1% or more of our outstanding shares of Class A common stock;

•  any person, entity or group has filed a Notification and Report Form under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, reflecting an intent to acquire us or any of our shares of Class A common stock, or has made a public announcement reflecting an intent to acquire us or any of our subsidiaries or any of our respective assets or securities;

19

•  any approval, permit, authorization, favorable review or consent of any governmental entity required to be obtained in connection with the Offer has not been obtained on terms satisfactory to us in our reasonable discretion; or

•  we determine that the consummation of the Offer and the purchase of the shares of Class A common stock may:

•  cause the shares of Class A common stock to be held of record by less than 300 persons; or

•  cause the shares of Class A common stock to be delisted from the Nasdaq National Market or to be eligible for deregistration under the Exchange Act.

      The conditions referred to above are for our sole benefit and may be asserted by us regardless of the circumstances giving rise to any condition, and may be waived by us, in whole or in part, at any time and from time to time in our reasonable discretion before the Expiration Time. Our failure at any time to exercise any of the foregoing rights will not be deemed a waiver of any right, and each such right will be deemed an ongoing right that may be asserted at any time and from time to time prior to the Expiration Time. In certain circumstances, if we waive any of the conditions described above, we may be required to extend the Expiration Time. Any determination by us concerning the events described above will be final and binding on all parties.

8. Price Range of the Shares

      The shares of Class A common stock are traded on the Nasdaq National Market under the symbol “EMMS.” The following table sets forth, for each of the periods indicated, the high and low sales prices per share as reported by the Nasdaq National Market based on published financial sources.

		High		Low
Year Ended February 29, 2004:
	First Quarter	$	21.24	$	14.84
	Second Quarter	$	23.87	$	18.68
	Third Quarter	$	24.06	$	18.00
	Fourth Quarter	$	28.65	$	22.74
Year Ended February 28, 2005:
	First Quarter	$	25.95	$	20.84
	Second Quarter	$	21.96	$	18.90
	Third Quarter	$	20.01	$	17.40
	Fourth Quarter	$	19.43	$	17.08
Year Ending February 28, 2006:
	First Quarter (through May 13, 2005)	$	19.99	$	15.29

      On May 9, 2005, which was the last full trading day before we announced our intention to make the Offer, the last reported sales price of the shares of Class A common stock reported by the Nasdaq National Market was $15.45 per share. On May 13, 2005, which was the last full trading day before commencement of the Offer, the last reported sales price of the shares of Class A common stock reported by the Nasdaq National Market was $17.99 share. We urge shareholders to obtain a current market price for the shares of Class A common stock before deciding whether and at what purchase price or purchase prices to tender their shares of Class A common stock.

9. Source and Amount of Funds

      Assuming that 20,250,000 shares of Class A common stock are tendered in the Offer at a price between $17.25 and $19.75 per share, the aggregate purchase price will be between approximately $350 million and $400 million. We expect that expenses for the Offer and related debt financing will be approximately $15 million.

20

      We anticipate that we will pay for the shares of Class A common stock tendered in the Offer, and all expenses applicable to the Offer and related debt financing, primarily from up to $100 million of additional revolving credit borrowings under the amended revolving credit facility of our principal operating subsidiary, Emmis Operating Company, and the issuance of up to $300 million of senior notes by Emmis. Banc of America Securities LLC has provided us with a commitment for up to $300 million of debt financing subject to the fulfillment or waiver of certain customary conditions. Our ability to incur the debt financing and to use the proceeds of the amended revolving credit facility is dependent upon our obtaining an amendment to our existing credit facility. Banc of America Securities LLC as administrative agent has been engaged to arrange the amendment and will use its best efforts to cause the amendment to be obtained.

      As set forth in Section 7, the Offer is subject to our receipt of debt financing on terms and conditions satisfactory to us, in our reasonable judgment, in an amount sufficient to purchase the shares of Class A common stock pursuant to the Offer and to pay related fees and expenses.

10. Certain Information Concerning Emmis

      General. We are a diversified media company with radio broadcasting, television broadcasting and magazine publishing operations. We operate the eighth largest publicly traded radio portfolio in the United States based on total listeners. We own and operate seven FM radio stations serving the nation’s top three markets — New York, Los Angeles and Chicago. Additionally, we own and operate sixteen FM and two AM radio stations with strong positions in Phoenix, St. Louis, Austin (we have a 50.1% controlling interest in our radio stations located there), Indianapolis and Terre Haute, IN. We also own and operate a leading portfolio of television stations covering geographically diverse mid-sized markets in the U.S., as well as the large markets of Portland and Orlando. The sixteen television stations we own and operate have a variety of network affiliations: five with CBS, five with FOX, three with NBC, one with ABC and two with WB.

      We were incorporated in Indiana in 1986. Our executive offices are located at One Emmis Plaza, 40 Monument Circle, Suite 700, Indianapolis, Indiana 46204. Our telephone number is (317) 266-0100.

      Where You Can Find More Information. We are subject to the informational filing requirements of the Exchange Act, and, accordingly, are obligated to file reports, statements and other information with the SEC relating to our business, financial condition and other matters. Information, as of particular dates, concerning our directors and officers, their remuneration, options granted to them, the principal holders of our securities and any material interest of these persons in transactions with us is required to be disclosed in proxy statements distributed to our shareholders and filed with the SEC. We also have filed an Issuer Tender Offer Statement on Schedule TO with the SEC that includes additional information relating to the Offer.

      These reports, statements and other information can be inspected and copied at the public reference facilities maintained by the SEC at 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549. Copies of this material may also be obtained by mail, upon payment of the SEC’s customary charges, from the Public Reference Section of the SEC at Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549. The SEC also maintains a web site on the Internet at http://www.sec.gov that contains reports, proxy and information statements and other information regarding registrants that file electronically with the SEC. These reports, proxy statements and other information concerning us also can be inspected at the offices of the National Association of Securities Dealers, Inc., Reports Section, 1735 K Street, N.W., Washington, D.C. 20006.

      Incorporation by Reference. The rules of the SEC allow us to “incorporate by reference” information into this document, which means that we can disclose important information to you by referring you to another document filed separately with the SEC. The Offer incorporates by reference the documents listed

21

below, including the financial statements and the notes related thereto contained in those documents, that have been previously filed with the SEC. These documents contain important information about us.

SEC Filings (File No. 0-23264)	Period or Date Filed
Annual Report on Form 10-K	Fiscal year ended February 28, 2005
Proxy Statement on Schedule 14A	Filed May 27, 2004

      You can obtain any of the documents incorporated by reference in this document from us or from the SEC’s web site at the address described above. Documents incorporated by reference are available from us without charge, excluding any exhibits to those documents. You may request a copy of these filings at no cost, by writing or telephoning us at: Investor Relations, Emmis Operating Company, c/o Emmis Communications, One Emmis Plaza, 7th Floor, 40 Monument Circle, Indianapolis, Indiana 46204, Telephone: (317) 266-0100. Please be sure to include your complete name and address in your request. If you request any incorporated documents, we will mail them to you by first class mail, or another equally prompt means, within one business day after we receive your request. You can find additional information by visiting our website at: http://www.emmis.com.

      Selected Historical and Pro Forma Financial Information. The following tables show (a) selected historical financial information about Emmis for the fiscal year ended February 28, 2005 and (b) selected pro forma financial information for the same period, assuming the purchase by us of 20,250,000 shares of Class A common stock in the Offer at the mid-point price of $18.50 per share for an aggregate purchase price of $375 million, the financing of the Offer using the proceeds from approximately $100 million of additional revolving credit borrowings under the amended revolving credit facility of our principal operating subsidiary, Emmis Operating Company, and the issuance of $290 million of senior notes by Emmis and the payment of approximately $15 million of related fees and expenses.

      The selected pro forma information is based on our historical financial information for the fiscal year ended February 28, 2005 and gives effect to the Offer and related debt financing as if they were completed at the beginning of the period for income statement information and at February 28, 2005 for balance sheet information. The impact on interest expense reflected in the pro forma financial information is based on the terms of the existing credit agreement and the proposed terms of the $300 million of senior notes, which are subject to change. The anticipated changes in indebtedness, shareholders’ equity and interest expense do not adversely affect our belief in the benefits of the Offer.

      The pro forma financial information is intended for informational purposes only and does not purport to be indicative of the results that would actually have been obtained if the Offer had been completed at the dates indicated or that may be obtained at any date in the future. The following selected historical financial data has been derived from our historical financial statements included in our Annual Report on Form 10-K for the fiscal year ended February 28, 2005, which has been filed with the SEC, and should be read in conjunction with those financial statements.

22

			Year Ended February 28, 2005
			Actual			Pro Forma
			(in thousands, except
			per share data)
SELECTED OPERATING DATA:
	Net revenues		$	618,460		$	618,460
	Operating income			140,375			140,375
	Interest expense			66,657			94,190
	Income (loss) before income taxes, discontinued operations minority interest and cumulative effect of accounting change			(25,276	)		(52,809	)
	Income (loss) from continuing operations			(43,703	)		(59,947	)
	Net income (loss)(1)			(304,368	)		(320,612	)
	Net income (loss) available to common shareholders			(313,352	)		(329,596	)
	Net income (loss) per share available to common shareholders:
		Basic:
		Continuing operations	$	(0.94	)	$	(1.92	)
		Discontinued operations, net of tax		0.76			1.18
		Cumulative effect of accounting change, net of tax		(5.40	)		(8.45	)
		Net income (loss) available to common shareholders	$	(5.58	)	$	(9.19	)
		Diluted:
		Continuing operations	$	(0.94	)		(1.92	)
		Discontinued operations, net of tax		0.76			1.18
		Cumulative effect of accounting change, net of tax		(5.40	)		(8.45	)
		Net income (loss) available to common shareholders	$	(5.58	)	$	(9.19	)
	Weighted average common shares outstanding:
		Basic		56,129			35,879
		Diluted		56,129			35,879
		Ratio of earnings to fixed charges(2)		N/A			N/A

		Year Ended February 28, 2005
		Actual		Pro Forma
		(in thousands, except
		per share data)
SELECTED BALANCE SHEET DATA:
	Cash	$	16,054	$	16,054
	Total current assets		164,458		164,458
	Net intangible assets(3)		1,348,610		1,348,610
	Total assets		1,823,035		1,834,035
	Short-term debt		7,688		7,688
	Total current liabilities		115,941		115,941
	Long-term debt		1,179,236		1,568,861
	Total liabilities		1,370,443		1,760,068
	Total shareholders’ equity		452,592		73,967
	Shares outstanding		56,473		36,223
	Net book value per share	$	8.01	$	2.04

(1)	The net loss in the fiscal year ended February 28, 2005 includes a charge of $303.0 million, net of tax, to reflect the cumulative effect of an accounting change in connection with our adoption of Emerging Issues Task Force (EITF) Topic D-108, “Use of the Residual Method to Value Acquired Assets other than Goodwill.”
(2)	For the fiscal year ended February 28, 2005, earnings were inadequate to cover fixed charges. The deficiency on a historical and pro forma basis was $32.9 million and $60.5 million, respectively. However, earnings, as defined included a charge related to loss on debt extinguishment of $97.3 million.
(3)	Excludes intangibles of our two Argentina radio stations sold and our three Phoenix radio stations exchanged.

23

11. Interest of Directors and Executive Officers; Transactions and Arrangements Concerning the Shares

      As of May 6, 2005, there were 51,938,982 shares of Class A common stock and 4,879,784 shares of Class B common stock issued and outstanding. The Class A common stock is entitled to an aggregate of 51,938,982 votes and the Class B common stock is entitled to an aggregate of 48,797,840 votes. The 20,250,000 shares of Class A common stock we are offering to purchase under the Offer represent approximately 39% of the total number of outstanding shares of Class A common stock and 36% of the total number of outstanding shares of Class A and Class B common stock outstanding as of May 6, 2005.

      As of May 6, 2005, our directors and executive officers as a group (14 persons) beneficially owned an aggregate of 2,258,747 shares of Class A common stock and 5,579,785 shares of Class B Common Stock, representing approximately 13.4% of the total number of outstanding shares of Class A and Class B common stock and 53.3% of the combined voting power of the total number of outstanding shares of Class A and Class B common stock. Our directors and executive officers are entitled to participate in the Offer on the same basis as all other shareholders. Our directors and executive officers have advised us that they do not intend to tender any of their own shares of Class A common stock in the Offer. In particular, Jeffrey H. Smulyan, our Chief Executive Officer, President and Chairman of the Board, as well as our largest shareholder, who beneficially owns approximately 6.0% the total number of outstanding shares of Class A and Class B common stock and 52.2% of the combined voting power of the total number of outstanding shares of Class A and Class B common stock, has advised us that he does not intend to tender any of his own shares of Class A common stock in the Offer.

      The aggregate number and percentage of shares of each class of common stock, together with the percentage of the combined voting power shares of both classes of common stock, that were beneficially owned by our directors and executive officers as of May 6, 2005 appears in the table below. Assuming we purchase 20,250,000 shares of Class A common stock and that no director or executive officer tenders any of their own shares of Class A common stock in the Offer (as is intended by our directors and executive officers), then after the purchase of shares of Class A common stock under the Offer, the directors and executive officers as a group will beneficially own approximately 20.4% of the total number of outstanding shares of Class A and Class B common stock and 65.5% of the combined voting power of the total number of outstanding shares of Class A and Class B common stock.

24

      Unless otherwise indicated, the address of each person listed below is c/o Emmis Communications Corp., One Emmis Plaza, 40 Monument Circle, Suite 700, Indianapolis, Indiana 46204.

	Class A Common Stock						Class B Common Stock
	Amount and						Amount and
Five Percent Shareholders,	Nature of						Nature of
Directors and Certain	Beneficial			Percent			Beneficial			Percent			Percent of Total
Executive Officers	Ownership			of Class			Ownership			of Class			Voting Power
Jeffrey H. Smulyan		427,883	(1)		*	%		5,579,785	(13)		100.0	%		52.2	%
Susan B. Bayh		36,722	(2)		*			—			—			*
Walter Z. Berger		318,283	(3)		*			—			—			*
Randall D. Bongarten		226,460	(4)		*			—			—			*
Richard F. Cummings		500,939	(5)		*			—			—			*
Gary L. Kaseff		272,653	(6)		*			—			—			*
Richard A. Leventhal		59,163	(7)		*			—			—			*
Peter A. Lund		5,260	(8)		*			—			—			*
Greg A. Nathanson		217,514	(9)		*			—			—			*
Frank V. Sica		31,827	(10)		*			—			—			*
Lawrence B. Sorrel		42,083	(11)		*			—			—			*
All Executive Officers and Directors as a Group (14 persons)		2,258,747	(12)		4.3			5,579,785			100.0	%		53.3

* Less than 1%.

(1)	Consists of 275,720 shares held by Mr. Smulyan as trustee for the Emmis Communications Corporation Profit Sharing Trust (the “Profit Sharing Trust”), as to which Mr. Smulyan disclaims beneficial ownership of all but 3,540 held for his benefit, 356 shares held in the 401(k) Plan, 101,837 shares owned individually, 11,120 shares held by Mr. Smulyan as trustee for his children over which Mr. Smulyan exercises or shares voting control and 38,850 shares held by The Smulyan Family Foundation, as to which Mr. Smulyan shares voting control.
(2)	Consists of 6,721 shares owned individually and 30,001 shares represented by stock options exercisable currently or within 60 days of May 6, 2005.
(3)	Consists of 111,783 shares owned individually, 128 shares held in the 401(k) Plan, 305 shares held in the Stock Purchase Plan, 65 shares held in the Profit Sharing Trust and 206,002 shares represented by stock options exercisable currently or within 60 days of May 6, 2005. Of the shares owned individually, 87,500 are restricted stock subject to forfeiture if certain employment agreement or other conditions are not satisfied.
(4)	Consists of 61,127 shares owned individually, 331 shares held in the Profit Sharing Trust and 165,002 shares represented by stock options exercisable currently or within 60 days of May 6, 2005. Of the shares owned individually, 45,000 are restricted stock subject to forfeiture if certain employment agreement or other conditions are not satisfied.
(5)	Consists of 151,297 shares owned individually, 8,260 shares owned for the benefit of Mr. Cummings’ children, 3,537 shares held in the Profit Sharing Trust, 343 shares held in the 401(k) Plans and 337,502 shares represented by stock options exercisable currently or within 60 days of May 6, 2005. Of the shares owned individually, 59,000 are restricted stock subject to forfeiture if certain employment agreement or other conditions are not satisfied.
(6)	Consists of 66,188 shares owned individually by Mr. Kaseff, 3,411 shares owned by Mr. Kaseff’s spouse, 1,346 shares held by Mr. Kaseff’s spouse for the benefit of their children, 814 shares held in the Profit Sharing Trust, 89 shares held in the 401(k) Plan, and 200,805 shares represented by stock options exercisable currently or within 60 days of May 6, 2005. Of the shares owned individually, 35,750 are restricted stock subject to forfeiture if certain employment agreement or other conditions are not satisfied.

25

(7)	Consists of 8,562 shares owned individually, 3,000 shares owned by Mr. Leventhal’s spouse, 17,600 shares owned by a corporation of which Mr. Leventhal is a 50% shareholder and 30,001 shares represented by stock options exercisable currently or within 60 days of May 6, 2005.
(8)	Consists of 1,926 shares owned individually and 3,334 shares represented by stock options exercisable currently or within 60 days of May 6, 2005.
(9)	Consists of 123,388 shares owned individually or jointly with his spouse, 44,000 shares owned by trusts for the benefit of Mr. Nathanson’s children, 124 shares held in the Profit Sharing Trust and 50,002 shares represented by stock options exercisable currently or within 60 days of May 6, 2005.

(10)	Consists of 1,826 shares owned individually and 30,001 shares represented by stock options exercisable currently or within 60 days of May 6, 2005.
(11)	Consists of 12,082 shares owned individually and 30,001 shares represented by stock options exercisable currently or within 60 days of May 6, 2005.
(12)	Includes 1,163,904 shares represented by stock options exercisable currently or within 60 days of May 6, 2005 and 275,720 shares held in the Profit Sharing Trust as to which beneficial ownership is disclaimed as to all but 8,535 shares held for the benefit of officers.
(13)	Consists of 4,879,784 shares owned individually and 700,001 shares represented by stock options exercisable currently or within 60 days of May 6, 2005. Of the shares owned individually, 11,578 are restricted stock issued pursuant to the Emmis Stock Compensation Program.

Equity Incentive Plans

      We have stock options and restricted stock grants outstanding that were issued to employees or non-employee directors under one or more of the following plans: 1994 Equity Incentive Plan, 1995 Equity Incentive Plan, Non-Employee Director Stock Option Plan, 1997 Equity Incentive Plan, 1999 Equity Incentive Plan, 2001 Equity Incentive Plan and 2002 Equity Incentive Plan. These outstanding grants continue to be governed by the terms of the applicable plan. However, all unissued awards under the 1999 Equity Incentive Plan, the 2001 Equity Incentive Plan and the 2002 Equity incentive Plan were transferred in June 2004 to the Company’s 2004 Equity Compensation Plan (discussed below). During the years ended February 2003, 2004 and 2005, all options were granted with an exercise price equal to the fair market value of the stock on the date of grant. During the years ended February 2003, 2004 and 2005, the Company granted restricted stock pursuant to employment agreements of 52,500, 57,500 and 8,325 shares, respectively, at a weighted average fair value of $27.16, $17.29, and $20.48, respectively.

      2004 Equity Incentive Plan. At the 2004 annual meeting, our shareholders approved the 2004 Equity Compensation Plan. Under this plan, awards equivalent to 4,000,000 shares of common stock may be granted. Furthermore, any unissued awards from the 1999 Equity Incentive Plan, the 2001 Equity Incentive Plan and the 2002 Equity Compensation Plan (or shares subject to outstanding awards that would again become available for awards under these plans) increase the number of shares of common stock available for grant. The awards, which have certain restrictions, may be for incentive stock options, nonqualified stock options, shares of restricted stock, stock appreciation rights or performance units. Under this Plan, all awards are granted with a purchase price equal to at least the fair market value of the stock except for shares of restricted stock, which may be granted with any purchase price (including zero). No more than 1,000,000 shares of Class B common stock are available for grant and issuance from the 4,000,000 additional shares of stock authorized for delivery under this Plan. The stock options under this Plan generally expire not more than 10 years from the date of grant. Under this Plan, awards equivalent to approximately 5,070,000 shares of common stock were available for grant at February 28, 2005. Certain stock awards remained outstanding as of February 28, 2005. On March 1, 2005, options were granted to employees under the 2004 Equity Compensation Plan to purchase an additional 634,820 shares of Emmis Communications Corporation common stock at $18.74 per share and an additional 249,054 shares of restricted stock were issued to employees.

26

Profit Sharing Plan

      In December 1986, we adopted a profit sharing plan that covers all nonunion employees with six months of service. Contributions to the plan are at the discretion of our Board of Directors and can be made in the form of newly issued shares of our common stock or cash. Historically, all contributions to the plan have been in the form of shares of our common stock. No contributions were made to the profit sharing plan in the three years ended February 28, 2005.

401(k) Retirement Savings Plan

      We sponsor two Section 401(k) retirement savings plans. One is available to substantially all nonunion employees age 18 years and older who have at least 30 days of service and the other is available to certain union employees that meet the same qualifications. Employees may make pretax contributions to the plans up to 15% of their compensation, not to exceed the annual limit prescribed by the Internal Revenue Service. We may make discretionary matching contributions to the plans in the form of cash or shares of the Company’s Class A common stock. Effective March 1, 2003, we elected to double our annual 401(k) match to $2,000 per employee, with one-half of the contribution made in shares of our common stock. The increased 401(k) match was made instead of making a contribution to our profit sharing plan. Our contributions to the plans totaled $1,439, $2,918, and $3,377, for the years ended February 2003, 2004 and 2005, respectively.

Employee Stock Purchase Plan

      We have in place an employee stock purchase plan that allows employees to purchase shares of Class A common stock at the lesser of 90% of the fair value of such shares at the beginning or end of each semi-annual offering period. Purchases are subject to a maximum limitation of $22,500 annually per employee.

     Compensation of Directors

      Our directors who are not officers or employees of Emmis were compensated for their services at the rate of $2,000 per regular meeting attended in person, $1,000 per regular meeting attended by phone and $1,500 per committee meeting attended, whether in person or by phone for the period March 1, 2004 through December 31, 2004. Effective January 1, 2005, directors who are not officers or employees of Emmis are compensated for their services at the rate of $3,000 per regular meeting attended in person, $1,500 per regular meeting attended by phone and $2,000 per committee meeting attended, whether in person or by phone. In addition, each director who is not an officer or employee of Emmis receives an annual retainer of $30,000, the chairs of our Audit Committee and Compensation Committee each receive a $5,000 annual retainer, the chair of our Corporate Governance and Nominating Committee receives a $3,000 annual retainer, and the Lead Director receives a $5,000 annual retainer. All of these fees are paid in the form of Class A common stock at the end of each calendar year, discounted in accordance with our stock compensation program. In addition, directors who are not officers or employees of Emmis are entitled to receive annually options to purchase 5,000 shares of Class A common stock and 1,500 shares of restricted stock. The options are granted on the date of our annual meeting of shareholders at the fair market value of the underlying shares on that date and are to vest annually in three equal installments. The restricted stock is to vest at the conclusion of each director’s three year term. Directors who are not officers or employees of our company are also eligible to participate in our health insurance program by paying premiums equal to the “COBRA” rate charged to former employees of the company.

     Employment Agreements

      Jeffrey H. Smulyan. Effective March 1, 2004, we entered into a four-year employment agreement with Jeffrey H. Smulyan, who currently serves as our Chairman of the Board of Directors and Chief Executive Officer. As of March 1, 2004, Mr. Smulyan’s annual base compensation was $830,000; as of March 1, 2005, Mr. Smulyan’s base compensation is increased from $830,000 to $855,000; as of March 1,

27

2006, Mr. Smulyan’s base compensation is increased from $855,000 to $880,000; as of March 1, 2007, Mr. Smulyan’s base compensation is increased from $880,000 to $905,000. We retain the right to pay up to 10% of Mr. Smulyan’s annual base compensation in the form of shares of our common stock. Additionally, as of March 1, 2004, Mr. Smulyan’s annual incentive compensation target was $1,037,500; as of March 1, 2005, Mr. Smulyan’s annual incentive compensation target is increased from $1,037,500 to $1,068,750; as of March 1, 2006, Mr. Smulyan’s annual incentive compensation target is increased from $1,068,750 to $1,100,000; as of March 1, 2007, Mr. Smulyan’s annual incentive compensation target is increased from $1,100,000 to $1,131,250. We retain the right to pay any annual incentive compensation in cash or shares of our common stock. Additionally, the award of annual incentive compensation is based upon achievement of certain performance goals to be determined each year by our Compensation Committee. As of March 1, 2004, Mr. Smulyan received an option to acquire 300,000 shares of Class B common stock. Mr. Smulyan is scheduled to receive an option to acquire 200,000 shares of Class B common stock on or about March 1, 2005 and March 1, 2006. Mr. Smulyan is scheduled to receive an option to acquire 100,000 shares of Class B common stock on or about March 1, 2007. Mr. Smulyan will continue to receive an automobile allowance and will continue to be reimbursed for up to $10,000 per year in premiums for life and disability insurance and retains the right to participate in all of our employee benefit plans for which he is otherwise eligible. The agreement remains subject to termination by our board of directors for cause (as defined in the agreement) or without cause upon payment of certain amounts and benefits, and by Mr. Smulyan for good reason (as defined in the agreement) upon written notice. Mr. Smulyan continues to be entitled to certain termination benefits upon disability or death, and certain severance benefits.

      Walter Z. Berger. Effective February 7, 2005, we amended the employment agreement of Walter Z. Berger, who currently serves as our Executive Vice President, Chief Financial Officer and Treasurer. The term of Mr. Berger’s employment is extended for a period of three years from February 28, 2006 to and including February 28, 2009. As of March 1, 2006, Mr. Berger’s annual base compensation is increased from $435,000 to $495,000, of which we may pay up to 10% in the form of shares of our common stock. Additionally, as of March 1, 2006, Mr. Berger’s annual incentive compensation target is increased from $300,000 to $341,500 (payable in cash or shares of our common stock at our option) based upon achievement of certain performance goals to be determined each year by our Compensation Committee. As of March 1, 2005, Mr. Berger’s annual grant of an option to acquire 50,000 shares of our common stock is replaced with an option to acquire 25,000 shares of our common stock and a grant of 7,500 shares of restricted stock. As of March 1, 2006, and for the remainder of the term of his employment, the number of shares granted pursuant to the option will be increased from 25,000 to 30,000 and the grant of shares of restricted stock will be increased from 7,500 to 9,000. Mr. Berger is also entitled to receive a completion bonus of 30,000 shares of our common stock on or about February 28, 2006, and 50,000 shares of our common stock upon the expiration of the agreement. Mr. Berger will continue to receive an automobile allowance and will continue to be reimbursed for up to $5,000 per year in premiums for life and disability insurance and retains the right to participate in all of our employee benefit plans for which he is otherwise eligible. The agreement remains subject to termination by our board of directors for cause (as defined in the agreement) and by Mr. Berger for good reason (as defined in the agreement) upon written notice. Mr. Berger continues to be entitled to certain termination benefits upon disability or death, and certain severance benefits.

      Richard F. Cummings. Effective February 7, 2005, we amended the employment agreement of Richard F. Cummings, who currently serves as our President — Radio Division. The term of Mr. Cummings’ employment is extended for a period of three years from February 28, 2005 to and including February 29, 2008. As of March 1, 2005, Mr. Cummings’ annual base compensation is increased from $435,000 to $495,000, of which we may pay up to 10% in the form of shares of our common stock. Additionally, as of March 1, 2005, Mr. Cummings’ annual incentive compensation target is increased from $300,000 to $341,500 (payable in cash or shares of our common stock at our option) based upon achievement of certain performance goals to be determined each year by our Compensation Committee. As of March 1, 2005, Mr. Cummings’ annual grant of an option to acquire 50,000 shares of our common stock is replaced with an option to acquire 30,000 shares of our common stock and a grant of 9,000 shares

28

of restricted stock. Mr. Cummings is also entitled to receive a completion bonus of 50,000 shares of our common stock upon the expiration of the agreement. Mr. Cummings will continue to receive an automobile allowance and will continue to be reimbursed for up to $5,000 per year in premiums for life and disability insurance and retains the right to participate in all of our employee benefit plans for which he is otherwise eligible. The agreement remains subject to termination by our board of directors for cause (as defined in the agreement) and by Mr. Cummings for good reason (as defined in the agreement) upon written notice. Mr. Cummings continues to be entitled to certain termination benefits upon disability or death.

      Randall D. Bongarten. Effective May 13, 2005, we amended the employment agreement of Randall D. Bongarten, who currently serves as our President — Television Division. The term of Mr. Bongarten’s employment is extended for a period of three years from February 28, 2006 to and including February 28, 2009. As of March 1, 2006, Mr. Bongarten’s annual base compensation is increased from $435,000 to $495,000, of which we may pay up to 10% in the form of shares of our common stock. Additionally, as of March 1, 2006, Mr. Bongarten’s annual incentive compensation target is increased from $300,000 to $341,500 (payable in cash or shares of our common stock at our option) based upon achievement of certain performance goals to be determined each year by our Compensation Committee. As of March 1, 2005, Mr. Bongarten’s annual grant of an option to acquire 50,000 shares of our common stock is replaced with an option to acquire 25,000 shares of our common stock and a grant of 7,500 shares of restricted stock. As of March 1, 2006, and for the remainder of the term of his employment, the number of shares granted pursuant to the option will be increased from 25,000 to 30,000 and the grant of shares of restricted stock will be increased from 7,500 to 9,000. Mr. Bongarten is also entitled to receive a completion bonus of 37,500 shares on or about February 28, 2006, and 50,000 shares on or about February 28, 2009. Mr. Bongarten will continue to receive an automobile allowance and will continue to be reimbursed for up to $5,000 per year in premiums for life and disability insurance and retains the right to participate in all of our employee benefit plans for which he is otherwise eligible. The agreement remains subject to termination by our board of directors for cause (as defined in the agreement) upon written notice. The agreement entitles Mr. Bongarten to certain benefits upon disability or death, and certain severance benefits.

      Gary L. Kaseff. Effective February 7, 2005, we amended the employment agreement of Gary L. Kaseff, who currently serves as our Executive Vice President and General Counsel. The term of Mr. Kaseff’s employment is extended for a period of three years from February 28, 2005 to and including February 29, 2008. As of March 1, 2005, Mr. Kaseff’s annual base compensation is increased from $400,000 to $424,000; as of March 1, 2006, Mr. Kaseff’s annual base compensation is increased from $424,000 to $437,500; as of March 1, 2007, Mr. Kaseff’s annual base compensation is increased from $437,500 to $450,000. We retain the right to pay up to 10% of Mr. Kaseff’s annual base compensation in the form of shares of our common stock. Additionally, as of March 1, 2005, Mr. Kaseff’s annual incentive compensation target is increased from $225,000 to $239,000; as of March 1, 2006, Mr. Kaseff’s annual incentive compensation target is increased from $239,000 to $246,000; as of March 1, 2007, Mr. Kaseff’s annual incentive compensation target is increased from $246,000 to $253,000. We retain the right to pay any annual incentive compensation in cash or shares of our common stock. Additionally, the award of annual incentive compensation is based upon achievement of certain performance goals to be determined each year by our Compensation Committee. As of March 1, 2005, Mr. Kaseff’s annual grant of an option to acquire 50,000 shares of our common stock is replaced with an option to acquire 25,000 shares of our common stock and a grant of 7,500 shares of restricted stock. Mr. Kaseff is also entitled to receive a completion bonus of 28,250 shares of our common stock upon the expiration of the agreement. Mr. Kaseff will continue to receive an automobile allowance and will continue to be reimbursed for up to $5,000 per year in premiums for life and disability insurance and retains the right to participate in all of our employee benefit plans for which he is otherwise eligible. The agreement remains subject to termination by our board of directors for cause (as defined in the agreement) and by Mr. Kaseff for good reason (as defined in the agreement) upon written notice. Mr. Kaseff continues to be entitled to certain termination benefits upon disability or death, and certain severance benefits.

29

     Change in Control Severance Agreements

      Effective August 11, 2003, Emmis entered into Change in Control Severance Agreements with Messrs. Berger, Bongarten, Cummings and Kaseff. Emmis entered into a Change in Control Severance Agreement with Mr. Smulyan effective March 1, 2004. Each such agreement provides that if the executive’s employment is terminated within two years after a change-in-control (or, in certain instances, in anticipation of a change-in-control) by Emmis other than for cause or by the executive for “good reason” (as defined in the agreement), the executive is entitled to (1) a payment equal to the executive’s base salary through the termination date, plus a pro rata portion of the executive’s target bonus for the year and accrued vacation pay; (2) a severance payment equal to three times the executive’s highest annual base salary and highest annual incentive bonus during the preceding three years; (3) continued insurance benefits for three years; (4) immediate vesting of all stock options; and (5) in certain circumstances, additional tax “gross up” payments. In each case, the executive is obligated not to voluntarily leave employment with Emmis during the pendency of (and prior to the consummation or abandonment of) a change-in-control other than as a result of disability, retirement or an event that would constitute good reason if the change-of-control had occurred. Effective March 13, 2005 Emmis amended only the Change in Control Severance Agreement with Mr. Bongarten to provide that in certain cases the sale of all or substantially all of our television assets shall constitute a change-in-control. This modification was not made in any other Change in Control Severance Agreement.

     Recent Securities Transactions

Jeffrey H. Smulyan

      3/1/05. Acquisition of an option to purchase 200,000 shares of Class B common stock having an exercise price of $18.74 per share. The grant has a ten year term. One third of the options vest on the first anniversary of the grant date; a third vest one year thereafter; and the final third vest on the third anniversary of the grant date.

      4/19/05. Net acquisition of 29,022 shares of Class B common stock, representing the award of an annual corporate bonus.

     Walter Z. Berger

      3/1/05. Acquisition of 5,696 shares of Class A common stock, representing shares earned under Mr. Berger’s employment agreement.

      3/1/05. Disposition of 1,740 shares of Class A common stock, representing share withholding election to cover taxes due on the previous transaction.

      3/1/05. Acquisition of 7,500 shares of Class A common stock, representing a restricted stock grant that will vest in full on March 1, 2008.

      3/1/05. Acquisition of an option to purchase 25,000 shares of Class A common stock having an exercise price of $18.74 per share. The grant has a ten year term. One third of the options vest on the first anniversary of the grant date; another third vest one year thereafter; and the final third vest on the third anniversary of the grant date.

      4/19/05. Acquisition of 50,000 shares of Class A common stock, representing a restricted stock grant issued pursuant to Mr. Berger’s employment agreement. The grant does not vest until the expiration of Mr. Berger’s employment agreement and the satisfaction of any conditions outlined therein.

      4/19/05. Acquisition of 12,171 shares of Class A common stock, representing the award of an annual corporate bonus.

      4/19/05. Disposition of 3,719 shares of Class A common stock, representing a share withholding election to cover taxes due on the previous transaction.

30

     Richard F. Cummings

      3/1/05. Acquisition of 9,000 shares of Class A common stock, representing a restricted stock grant that will vest in full on March 1, 2008.

      3/1/05. Acquisition of an option to purchase 30,000 shares of Class A common stock having an exercise price of $18.74 per share. The grant has a ten year term. One third of the options vest on the first anniversary of the grant date; a third vest one year thereafter; and the final third vest on the third anniversary of the grant date.

      3/8/05. Disposition of 8,044 shares of Class A common stock, representing a share withholding election to cover taxes due on a restricted stock grant that vested under Mr. Cummings’ previous employment agreement upon expiration.

      4/19/05. Acquisition of 50,000 shares of Class A common stock, representing a restricted stock grant issued pursuant to Mr. Cummings’ employment agreement. The grant does not vest until expiration of Mr. Cummings’ employment agreement and the satisfaction of any conditions outlined therein.

      4/19/05. Acquisition of 10,674 shares of Class A common stock, representing the award of an annual corporate bonus.

      4/19/05. Disposition of 3,816 shares of Class A common stock, representing a share withholding election to cover taxes due on the previous transaction.

     Randall D. Bongarten

      3/1/05. Acquisition of 7,500 shares of Class A common stock, representing a restricted stock grant that will vest in full on March 1, 2008.

      3/1/05. Acquisition of an option to purchase 25,000 shares of Class A common stock having an exercise price of $18.74 per share. The grant has a ten year term. One third of the options vest on the first anniversary of the grant date; a third vest one year thereafter; and the final third vest on the third anniversary of the grant date.

      4/19/05. Acquisition of 13,898 shares of Class A common stock, representing the award of an annual corporate bonus.

      4/19/05. Disposition of 5,483 shares of Class A common stock, representing share withholding election to cover taxes due on the previous transaction.

     Gary L. Kaseff

      3/1/05. Acquisition of 7,500 shares of Class A common stock, representing a restricted stock grant that will vest in full on March 1, 2008.

      3/1/05. Acquisition of an option to purchase 25,000 shares of Class A common stock having an exercise price of $18.74 per share. The grant has a ten year term. One third of the options vest on the first anniversary of the grant date; another third vest one year thereafter; and the final third vest on the third anniversary of the grant date.

      3/8/05. Disposition of 7,150 shares of Class A common stock, representing a share withholding election to cover taxes due on a restricted stock grant that vested under Mr. Kaseff’s previous employment agreement upon expiration.

      4/19/05. Acquisition of 28,250 shares of Class A common stock, representing a restricted stock grant issued pursuant to Mr. Kaseff’s employment agreement. The grant does not vest until expiration of Mr. Kaseff’s employment agreement and the satisfaction of any conditions outlined therein.

      4/19/05. Acquisition of 9,063 shares of Class A common stock, representing the award of an annual corporate bonus.

      4/19/05. Disposition of 3,241 shares of Class A common stock, representing a share withholding election to cover taxes due on the previous transaction.

31

     Paul Fiddick

      3/1/05. Acquisition of an option to purchase 26,250 shares of Class A common stock having an exercise price of $18.74. The grant has a 10 year term. One third of the options vest on the first anniversary of the grant date; a third vest one year thereafter and the final third vest on the third anniversary of the grant date.

      4/19/05. Acquisition of 4,904 shares of Class A common stock, representing the award of an annual corporate bonus.

      4/19/05. Disposition of 1,543 shares of Class A common stock, representing a share withholding election to cover taxes due on the previous transaction.

     Michael Levitan

      3/1/05. Acquisition of 4,500 shares of Class A common stock, representing a restricted stock grant that will vest in full on March 1, 2008.

      3/1/05. Acquisition of an option to purchase 15,000 shares of Class A common stock having an exercise price of $18.74 per share. The grant has a 10 year term. One third of the options vest on the first anniversary of the grant date; a third vest one year thereafter; and the final third vest on the third anniversary of the grant date.

      3/8/05. Disposition of 1,169 shares of Class A common stock, representing a share withholding election to cover taxes due on a restricted stock grant that vested under Mr. Levitan’s previous employment agreement upon its expiration.

      4/19/05. Acquisition of 10,000 shares of Class A common stock, representing a restricted stock grant issued pursuant to Mr. Levitan’s employment agreement. The grant does not vest until expiration of Mr. Levitan’s employment agreement and the satisfaction of any conditions outlined therein.

      4/19/05. Acquisition of 3,021 shares of Class A common stock, representing the award of an annual corporate bonus.

      4/19/05. Disposition of 923 shares of Class A common stock, representing a share withholding election to cover taxes due on the previous transaction.

     Gary Thoe

      3/1/05. Acquisition of 2,250 shares of Class A common stock, representing a restricted stock grant that will vest in full on March 1, 2008.

      3/1/05. Acquisition of an option to purchase 7,500 shares of Class A common stock having an exercise price of $18.74 per share. The grant has a 10 year term. One third of the options vest on the first anniversary of the grant date; a third vest one year thereafter; and the final third vest on the third anniversary of the grant date.

12. Effects of the Tender Offer on the Market for Shares; Registration under the Exchange Act

      The purchase by us of shares of Class A common stock under the Offer will reduce the number of shares of Class A common stock that might otherwise be traded publicly and is likely to reduce the number of shareholders. As a result, trading of a relatively small volume of the shares of Class A common stock after consummation of the Offer may have a greater impact on trading prices than would be the case prior to consummation of the Offer.

      Based upon published guidelines of the Nasdaq National Market we do not believe that our purchase of shares of Class A common stock under the Offer will cause the remaining outstanding shares of Class A common stock to be delisted from the Nasdaq National Market. The Offer is conditioned upon there not being any reasonable likelihood, in our reasonable judgment, that the consummation of the Offer

32

and the purchase of shares of Class A common stock will cause the shares of Class A common stock to be delisted from the Nasdaq National Market. See Section 7.

      The purchase by us of the maximum 20,250,000 shares of Class A common stock in the Offer will cause us to qualify as a “controlled company” under Nasdaq listing standards, because Jeffrey H. Smulyan, our Chief Executive Officer, President and Chairman of the Board, will own a number of shares of Class A and Class B common stock having the right to cast more than 50% of the vote on most matters. See Section 11. As a controlled company, we will not be required under Nasdaq listing standards to have a majority of independent directors on our Board of Directors.

      The shares of Class A common stock are currently “margin securities” under the rules of the Federal Reserve Board. This has the effect, among other things, of allowing brokers to extend credit to their customers using such shares as collateral. We believe that, following the purchase of shares of Class A common stock under the Offer, the shares of Class A common stock will continue to be “margin securities” for purposes of the Federal Reserve Board’s margin rules and regulations.

      The shares of Class A common stock are registered under the Exchange Act, which requires, among other things, that we furnish certain information to our shareholders and the Commission and comply with the Commission’s proxy rules in connection with meetings of our shareholders. We believe that our purchase of shares of Class A common stock under the Offer pursuant to the terms of the Offer will not result in the shares of Class A common stock becoming eligible for deregistration under the Exchange Act.

13.     Legal Matters; Regulatory Approvals

     FCC

      FCC Approval Process. The Communications Act requires prior approval by the FCC of any “transfer of control” of an entity holding or controlling a broadcast license. Because the consummation of the Offer will result in Jeffrey H. Smulyan’s voting interest in Emmis increasing from approximately 49% to approximately 61% of the total number of outstanding shares of Class A and Class B common stock, he will then have a controlling interest in the Company, so that prior FCC approval will be required. We intend to file applications for such approval with the FCC. There is no assurance that such applications will be granted, or that they will be granted within a time frame consistent with the terms of the Offer. In the event that certain of the applications are not granted in timely fashion, it may be possible to obtain temporary approvals pending action on the applications.

      Under applicable FCC rules, third parties may petition the FCC to reconsider grant of an application, and the FCC may also reconsider on its own motion; under some circumstances, third-parties may also challenge such a grant in a federal appeals court. The terms of the Offer are such that consummation may occur prior to the deadline or deadlines for such third-party or FCC actions with respect to the FCC’s approval of Mr. Smulyan’s acquisition of control of Emmis. In the event of reconsideration by the FCC or a successful court challenge, the FCC approval or approvals could be ordered rescinded.

      Ownership Attribution. In applying its ownership rules, the FCC has developed specific criteria in order to determine whether a given ownership interest or other relationship with an FCC licensee is significant enough to be “attributable” or “cognizable” under its rules. Ownership rule conflicts arising as a result of aggregating the media interests of the Company and its attributable shareholders could require divestitures by either the Company or the affected shareholders, and could operate to restrict media acquisitions or investments by the Company or by shareholders having or acquiring an interest in the Company.

      Generally, a voting interest of 5% or more in a corporation (20% in the case of certain institutional investors) is “attributable”. Where a corporation has a “single majority shareholder”, however, current FCC policy generally exempts all minority shareholders from attribution. It is anticipated that upon consummation of the Offer, Jeffrey H. Smulyan will hold voting rights in excess of 50% in Emmis, which should qualify the Company for this exemption. The FCC is, however, giving consideration to elimination

33

of the exemption, in which case interests of minority shareholders that reach applicable thresholds would become “attributable”.

      Alien Ownership. Under the Communications Act, no FCC license may be granted to an entity directly or indirectly controlled by another entity of which more than one-fourth of its capital stock is owned or voted by aliens or their representatives, by a foreign government or representative thereof, or by an entity organized under the laws of a foreign country, if the FCC finds that the public interest will be served by the denial of such license. The FCC staff has interpreted this provision to require an affirmative public interest finding to permit the grant or holding of a license, and such a finding has been made only in limited circumstances. Our Second Amended and Restated Articles of Incorporation and Amended and Restated Code of By-Laws authorize the Board of Directors to prohibit such alien ownership, voting or transfer of stock as would cause Emmis to violate the Communications Act or FCC regulations.

Indiana Law

      Although we are authorized by the Business Corporation Law of the State of Indiana to purchase or redeem our own shares of capital stock, we may not do so if, after giving effect to the Offer, (i) we would not be able to pay our debts as they become due in the usual course of business; or (ii) our total assets would be less than the sum of our total liabilities plus the amount that would be needed, if we were to be dissolved at the time of the consummation of the Offer, to satisfy the preferential rights upon dissolution of shareholders whose preferential rights are superior to holders of our common stock.

      Our Board of Directors, after due deliberation and taking into account, among other things, our consolidated results of operations and financial condition and a fair valuation of our assets, has determined that after giving effect to the Offer (i) we would be able to pay our debts as they become due in the usual course of our business and (ii) our total assets would be greater than the sum of our total liabilities plus the amount that would be needed, if we were to be dissolved at the time of the consummation of the Offer, to satisfy the preferential rights upon dissolution of shareholders whose preferential rights are superior to holders of our common stock.

      The Offer is conditioned upon our having received an opinion satisfactory to us in our reasonable judgment as to the Company’s solvency under applicable law after giving effect to the Offer. See Section 7.

Other Regulatory Matters

      Other than the FCC approval discussed above, we are not aware of any license or regulatory permit that appears material to our business that might be adversely affected by our acquisition of shares of Class A common stock as contemplated by the Offer or of any approval or other action by any government or governmental, administrative or regulatory authority or agency, domestic, foreign or supranational, that would be required for the acquisition or ownership of shares of Class A common stock by us as contemplated by the Offer. Should any such approval or other action be required, we presently contemplate that we will seek that approval or other action. We are unable to predict whether we will be required to delay the acceptance for payment of or payment for shares of Class A common stock tendered under the 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 cost or conditions or that the failure to obtain the approval or other action might not result in adverse consequences to its business and financial condition. Our obligations under the Offer to accept for payment and pay for shares of Class A common stock are subject to conditions. See Section 7.

14. United States Federal Income Tax Consequences

      The following summary describes the material U.S. federal income tax consequences relating to the Offer to shareholders whose shares of Class A common stock are properly tendered and accepted for payment pursuant to the Offer. Those shareholders who do not participate in the Offer should not incur any U.S. federal income tax liability as a result of the completion of the Offer. This summary is based

34

upon the Code, Treasury regulations promulgated thereunder, administrative pronouncements and judicial decisions, all as in effect as of the date hereof and all of which are subject to change, possibly with retroactive effect. This summary addresses only shares of Class A common stock that are held as capital assets within the meaning of Section 1221 of the Code and does not address all of the tax consequences that may be relevant to shareholders in light of their particular circumstances or to certain types of shareholders subject to special treatment under the Code, including, without limitation, certain financial institutions, dealers in securities or commodities, traders in securities who elect to apply a mark-to-market method of accounting, insurance companies, tax-exempt organizations, regulated investment companies, certain expatriates, persons whose functional currency is other than the U.S. dollar, persons subject to the alternative minimum tax, persons who hold shares of Class A common stock as a position in a “straddle” or as a part of a “hedging,” “conversion” or “constructive sale” transaction for U.S. federal income tax purposes or persons who received their shares of Class A common stock through the exercise of employee stock options or otherwise as compensation. In addition, except as otherwise specifically noted, this discussion applies only to “U.S. holders” (as defined below). This summary also does not address the state, local or foreign tax consequences of participating in the Offer. For purposes of this discussion, a “U.S. holder” means:

•  a citizen or resident of the United States;

•  a corporation or other entity taxable as a corporation created or organized in the United States or under the laws of the United States or of any political subdivision thereof;

•  an estate, the income of which is includible in gross income for United States federal income tax purposes regardless of its source; or

•  a trust (i) whose administration is subject to the primary supervision of a U.S. court and which has one or more U.S. persons who have the authority to control all of its substantial decisions; or (ii) that has validly elected to be treated as a U.S. person for U.S. federal income tax purposes under applicable Treasury Regulations.

      If a partnership holds shares of Class A common stock, the tax treatment of a partner will generally depend upon the status of the partner and upon the activities of the partnership. Partners of partnerships holding shares of Class A common stock should consult their tax advisors.

      Shareholders are urged to consult their tax advisor to determine the particular tax consequences to them of participating or not participating in the Offer.

      Characterization of the Purchase. The purchase of shares of Class A common stock by us under the Offer will be a taxable transaction for U.S. federal income tax purposes. As a consequence of the purchase, a U.S. holder will, depending on the U.S. holder’s particular circumstances, be treated either as having sold the U.S. holder’s shares of Class A common stock or as having received a distribution in respect of stock from us.

      Under Section 302 of the Code, a U.S. holder whose shares of Class A common stock are purchased by us under the Offer will be treated as having sold its shares of Class A common stock, and thus will recognize capital gain or loss if the purchase:

•  results in a “complete termination” of the U.S. holder’s equity interest in us;

•  results in a “substantially disproportionate” redemption with respect to the U.S. holder; or

•  is “not essentially equivalent to a dividend” with respect to the U.S. holder.

      Each of these tests, referred to as the “Section 302 tests,” is explained in more detail below.

      If a U.S. holder satisfies any of the Section 302 tests explained below, the U.S. holder will be treated as if it sold its shares of Class A common stock to us and will recognize capital gain or loss equal to the difference between the amount of cash received under the Offer and the U.S. holder’s adjusted tax basis in the shares of Class A common stock surrendered in exchange therefor. This gain or loss will be long-term

35

capital gain or loss if the U.S. holder’s holding period for the shares of Class A common stock that were sold exceeds one year as of the date of purchase by us under the Offer. Specified limitations apply to the deductibility of capital losses by U.S. holders. Gain or loss must be determined separately for each block of shares of Class A common stock (shares of Class A common stock acquired at the same cost in a single transaction) that is purchased by us from a U.S. holder under the Offer. A U.S. holder may be able to designate, generally through its broker, which blocks of shares of Class A common stock it wishes to tender under the Offer if less than all of its shares of Class A common stock are tendered under the Offer, and the order in which different blocks will be purchased by us in the event of proration under the Offer. U.S. holders should consult their tax advisors concerning the mechanics and desirability of that designation.

      If a U.S. holder does not satisfy any of the Section 302 tests explained below, the purchase of a U.S. holder’s shares of Class A common stock by us under the Offer will not be treated as a sale or exchange under Section 302 of the Code with respect to the U.S. holder. Instead, the amount received by the U.S. holder with respect to the purchase of its shares of Class A common stock by us under the Offer will be treated as a dividend to the U.S. holder with respect to its shares of Class A common stock under Section 301 of the Code, to the extent of our current and accumulated earnings and profits (within the meaning of the Code). We believe that we did not have accumulated earnings and profits as of February 28, 2005, and we expect that we will not have current earnings and profits for our current taxable year ending February 28, 2006, in the absence of an extraordinary transaction. We can give no assurance, however, that this will be the case. In the event of an extraordinary transaction, such as a sale of all or a portion of our television assets, there may be current earnings and profits for our current taxable year ending February 28, 2006. We are currently exploring strategic alternatives for our television assets and no decision has been made yet to sell these assets. Provided certain holding period requirements are satisfied, non-corporate holders generally will be subject to U.S. federal income tax at a maximum rate of 15% on dividends deemed received. To the extent the amount exceeds our current and accumulated earnings and profits, the excess first will be treated as a tax-free return of capital that will reduce the U.S. holder’s adjusted tax basis (but not below zero) in its shares of Class A common stock and any remainder will be treated as capital gain (which may be long-term capital gain as described above). To the extent that a purchase of a U.S. holder’s shares of Class A common stock by us under the Offer is treated as the receipt by the U.S. holder of a dividend, the U.S. holder’s remaining adjusted tax basis (after adjustment as described in the previous sentence) in the purchased shares of Class A common stock will be added to any shares of Class A common stock retained by the U.S. holder subject to, in the case of corporate shareholders, reduction of basis or possible gain recognition under Section 1059 of the Code in an amount equal to the non-taxed portion of the dividend. A dividend received by a corporate U.S. holder, as explained below, may be eligible for the dividends received deduction and subject to the “extraordinary dividend” provisions of Section 1059 of the Code.

      Constructive Ownership of Stock and Other Issues. In applying each of the Section 302 tests explained below, U.S. holders must take into account not only shares of Class A common stock that they actually own but also shares of Class A common stock they are treated as owning under the constructive ownership rules of Section 318 of the Code. Under the constructive ownership rules, a U.S. holder is treated as owning any shares of Class A common stock that are owned (actually and in some cases constructively) by certain related individuals and entities as well as shares of Class A common stock that the U.S. holder has the right to acquire by exercise of an option or by conversion or exchange of a security. Due to the factual nature of the Section 302 tests explained below, U.S. holders should consult their tax advisors to determine whether the purchase of their shares of Class A common stock under the Offer qualifies for sale or exchange treatment in their particular circumstances.

      If a U.S. holder sells shares to persons other than us at or about the time the shareholder also sells shares pursuant to the Offer, and the various sales effected by the U.S. holder are part of an overall plan to reduce or terminate such shareholder’s proportionate interest in us, then the sales to persons other than us may, for federal income tax purposes, be integrated with the U.S. holder’s exchange of shares pursuant

36

to the Offer and, if integrated, should be taken into account in determining whether the shareholder satisfies any of the Section 302 tests with respect to Shares sold to us.

      We cannot predict whether or the extent to which the Offer will be oversubscribed. If the Offer is oversubscribed, proration of tenders under the Offer will cause us to accept fewer shares of Class A common stock than are tendered. Therefore, no assurance can be given that a U.S. holder will be able to determine in advance whether its disposition of shares of Class A common stock pursuant to the Offer will be treated as a sale or exchange or as a dividend distribution in respect of stock from us.

      Section 302 Tests. One of the following tests must be satisfied in order for the purchase of shares of Class A common stock by us under the Offer to be treated as a sale or exchange for U.S. federal income tax purposes:

•  Complete Termination Test. The purchase of a U.S. holder’s shares of Class A common stock by us under the Offer will result in a “complete termination” of the U.S. holder’s equity interest in us if all of the shares of Class A common stock that are actually owned by the U.S. holder are sold under the Offer and all of the shares of Class A common stock that are constructively owned by the U.S. holder, if any, are sold under the Offer or, with respect to shares of Class A common stock owned by certain related individuals, the U.S. holder effectively waives, in accordance with Section 302(c) of the Code, attribution of shares of Class A common stock which otherwise would be considered as constructively owned by the U.S. holder. U.S. holders wishing to satisfy the “complete termination” test through waiver of the constructive ownership rules should consult their tax advisors.

•  Substantially Disproportionate Test. The purchase of a U.S. holder’s shares of Class A common stock by us under the Offer will result in a “substantially disproportionate” redemption with respect to the U.S. holder if, among other things, the percentage of the then outstanding voting stock actually and constructively owned by the U.S. holder immediately after the purchase is less than 80% of the percentage of voting stock actually and constructively owned by the U.S. holder immediately before the purchase (treating as outstanding all shares of Class A common stock purchased under the Offer) and immediately following the exchange the U.S. holder actually and constructively owns less than 50% of our total combined voting power.

•  Not Essentially Equivalent to a Dividend Test. The purchase of a U.S. holder’s shares of Class A common stock by us under the Offer will be treated as “not essentially equivalent to a dividend” if the reduction in the U.S. holder’s proportionate interest in us as a result of the purchase constitutes a “meaningful reduction” given the U.S. holder’s particular circumstances. Whether the receipt of cash by a shareholder who sells shares of Class A common stock under the Offer will be “not essentially equivalent to a dividend” is independent of whether or not we have current or accumulated earnings and profits and will depend upon the shareholder’s particular facts and circumstances. The Internal Revenue Service has indicated in a published revenue ruling that even a small reduction in the percentage interest of a shareholder whose relative stock interest in a publicly held corporation is minimal (for example, an interest of less than 1%) and who exercises no control over corporate affairs should constitute a “meaningful reduction.” U.S. holders should consult their tax advisors as to the application of this test in their particular circumstances.

      Corporate Shareholder Dividend Treatment. If a corporate U.S. holder does not satisfy any of the Section 302 tests described above and we have current or accumulated earnings and profits in respect of our current taxable year, a corporate U.S. holder may, to the extent that any amounts received by it under the Offer are treated as a dividend, be eligible for the dividends-received deduction. The dividends-received deduction is subject to certain limitations. In addition, any amount received by a corporate U.S. holder pursuant to the Offer that is treated as a dividend may constitute an “extraordinary dividend” under Section 1059 of the Code. Corporate U.S. holders should consult their own tax advisors as to the application of Section 1059 of the Code to the Offer, and to the tax consequences of dividend treatment in their particular circumstances.

37

      Tax Considerations for Holders of Options. A U.S. holder of a stock option who exercises the option in order to tender the shares that the option holder receives pursuant to the exercise (such shares being hereinafter referred to as “option shares”) will be treated as receiving compensation income equal to the excess of the fair market value of each option share on the date of exercise over the exercise price per option share of the relevant option. This income will be taxed to the option holder at ordinary income rates and will be subject to withholding for income and employment taxes. The option holder’s tax basis in the option shares is the fair market value of these option shares on the date of exercise. In addition to recognizing the compensation income described above, an option holder who sells option shares pursuant to the Offer will be treated, under the rules described above in this “Section 14. United States Federal Income Tax Consequences,” as either selling the option shares or receiving a distribution from us. If an option holder intends to exercise a stock option in connection with the Offer, the option holder should consult his or her own tax advisor.

      Foreign Shareholders. The following general discussion applies to shareholders who are “non-U.S. holders.” A “non-U.S. holder” is a person or entity that, for U.S. federal income tax purposes, is a:

•  non-resident alien individual, other than certain former citizens and residents of the United States subject to tax as expatriates;

•  foreign corporation; or

•  foreign estate or trust.

      The U.S. federal income tax treatment of our purchase of shares of Class A common stock from a non-U.S. holder pursuant to the Offer will depend on whether such holder is treated, based on the non-U.S. holder’s particular circumstances, as having sold the tendered shares or as having received a distribution in respect of such non-U.S. holder’s shares. The appropriate treatment of our purchase of shares from a non-U.S. holder will be determined in the manner described above (see “Section 302 Tests”).

      If the purchase of shares of Class A common stock by us under the Offer is characterized as a sale or exchange (as opposed to a dividend) with respect to a non-U.S. holder, the holder generally will not be subject to U.S. federal income tax, including by way of withholding, on gain realized on the disposition of shares of Class A common stock in the Offer unless:

•  the gain is effectively connected with a trade or business of the non-U.S. holder in the United States, subject to an applicable treaty providing otherwise; or

•  we are or have been a “U.S. real property holding corporation” and certain other requirements are met.

      We do not believe that we currently are or have been a “U.S. real property holding corporation.”

      An individual who is present in the United States for 183 days or more in the taxable year of disposition, and is not otherwise a resident of the United States for U.S. federal income tax purposes, should consult his or her own tax advisor regarding the U.S. federal income tax consequences of participating in the Offer.

      If a non-U.S. holder does not satisfy any of the Section 302 tests explained above, the full amount received by the non-U.S. holder with respect to our purchase of shares under the Offer will be treated as a distribution to the non-U.S. holder with respect to the non-U.S. holder’s shares. The treatment, for U.S. federal income tax purposes, of such distribution as a dividend, a tax-free return of capital, or as capital gain from the sale of shares will be determined in the manner described above (see “Characterization of the Purchase”). To the extent that amounts received by a non-U.S. holder with respect to our purchase of shares under the Offer are treated as a dividend, we will be required to withhold U.S. federal income tax at the rate of 30% or such lower rate as may be specified by an applicable income tax treaty, provided we have received proper certification of the application of such income tax treaty.

38

Non-U.S. holders should consult their tax advisors regarding their entitlement to benefits under an applicable income tax treaty and the manner of claiming the benefits of such treaty. A non-U.S. holder that is eligible for a reduced rate of U.S. federal withholding tax under an income tax treaty may obtain a refund or credit of any excess amounts withheld by filing an appropriate claim for a refund with the Internal Revenue Service. Amounts treated as dividends that are effectively connected with a non-U.S. holder’s conduct of a trade or business in the U.S. are not subject to the U.S. withholding tax, but are instead taxed in the manner applicable to U.S. persons, as described above. In that case, we will not be required to withhold U.S. federal withholding tax if the non-U.S. holder complies with applicable certification and disclosure requirements. In addition, dividends received by a foreign corporation that are effectively connected with the conduct of a trade or business in the U.S. may be subject to a branch profits tax at a 30% rate, or a lower rate specified in an applicable income tax treaty.

      Backup Withholding. See Section 3 with respect to the application of backup U.S. federal income tax withholding.

      The discussion set forth above is a general summary of the U.S. federal income tax consequences of the Offer and is included for general information purposes only. Shareholders are urged to consult their tax advisors to determine the particular tax consequences to them of the Offer, including the applicability and effect of state, local, foreign and other tax laws and the possible effects of changes in U.S. federal or other tax laws.

15.     Extension of the Tender Offer; Termination; Amendment

      We expressly reserve the right, in our reasonable discretion, at any time and from time to time, and regardless of whether or not any of the events set forth in Section 7 shall have occurred or shall be deemed by us to have occurred, to extend the period of time during which the Offer is open and thereby delay acceptance for payment of, and payment for, any shares of Class A common stock by giving oral or written notice of such extension to the Depositary and making a public announcement of such extension. We also expressly reserve the right, in our reasonable discretion, to terminate the Offer and not accept for payment or pay for any shares of Class A common stock not theretofore accepted for payment or paid for or, subject to applicable law, to postpone payment for shares of Class A common stock upon the occurrence of any of the conditions specified in Section 7 hereof by giving oral or written notice of such termination or postponement to the Depositary and making a public announcement of such termination or postponement. Our reservation of the right to delay payment for shares of Class A common stock which we have accepted for payment is limited by Rule 13e-4(f)(5) promulgated under the Exchange Act, which requires that we must pay the consideration offered or return the shares of Class A common stock tendered promptly after termination or withdrawal of a tender offer. Subject to compliance with applicable law, we further reserve the right, in our reasonable discretion, and regardless of whether any of the events set forth in Section 7 shall have occurred or shall be deemed by us to have occurred, to amend the Offer in any respect, including, without limitation, by decreasing or increasing the consideration offered in the Offer to holders of shares of Class A common stock or by decreasing or increasing the number of shares of Class A common stock being sought in the Offer. Amendments to the Offer may be made at any time and from time to time effected by public announcement, such announcement, in the case of an extension, to 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 date. Any public announcement made under the Offer will be disseminated promptly to shareholders in a manner reasonably designed to inform shareholders of such change. Without limiting the manner in which we may choose to make a public announcement, except as required by applicable law, we shall have no obligation to publish, advertise or otherwise communicate any such public announcement other than by making a release through Business Wire or another comparable service.

      If we materially change the terms of the Offer or the information concerning the Offer, we will extend the Offer to the extent required by Rules 13e-4(d)(2) and 13e-4(f)(1) promulgated under the Exchange Act. These rules and certain related releases and interpretations of the Commission provide that the minimum period during which a tender offer must remain open following material changes in the terms of

39

the Offer or information concerning the Offer (other than a change in price or a change in percentage of securities sought) will depend on the facts and circumstances, including the relative materiality of such terms or information. If (1) we increase or decrease the price to be paid for shares of Class A common stock or increase or decrease the number of shares of Class A common stock being sought in the Offer and, in the case of an increase in the number of shares of Class A common stock being sought, such increase exceeds 2% of the outstanding shares of Class A common stock and (2) the 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 to security holders in the manner specified in this Section 15, the Offer will be extended until the expiration of such period of ten business days.

16. Fees and Expenses

      We have retained Banc of America Securities LLC and Deutsche Bank Securities Inc. to act as the Dealer Managers, in connection with the Offer. In their role as Dealer Managers, Banc of America Securities LLC and Deutsche Bank Securities Inc. may contact brokers, dealers and similar entities and may provide information regarding the Offer to those that they contact or persons that contact them. Banc of America Securities LLC and Deutsche Bank Securities Inc. will receive reasonable and customary compensation. We also have agreed to reimburse Banc of America Securities LLC and Deutsche Bank Securities Inc. for reasonable out-of-pocket expenses incurred in connection with the Offer, including reasonable fees and expenses of counsel, and to indemnify Banc of America Securities LLC and Deutsche Bank Securities Inc. against certain liabilities in connection with the Offer, including certain liabilities under the federal securities laws.

      Banc of America Securities LLC and Deutsche Bank Securities Inc. and their respective affiliates have provided investment banking services to us in the past for which Banc of America Securities LLC and Deutsche Bank Securities Inc. and their respective affiliates have been compensated. Banc of America Securities LLC is the administrative agent under our credit facilities. Banc of America Securities LLC has provided us with a commitment for up to $300 million of debt financing subject to the fulfillment or waiver of certain customary conditions. Our ability to incur the debt financing and to use the proceeds of the amended revolving credit facility is dependent upon our obtaining an amendment to our existing credit facility. Banc of America Securities LLC as administrative agent has been engaged to arrange the amendment and will use its best efforts to cause the amendment to be obtained. Banc of America Securities LLC and Deutsche Bank Securities Inc. are also advising us with respect to the evaluation of strategic alternatives for our television assets. Banc of America Securities LLC and Deutsche Bank Securities Inc. and their respective affiliates may continue to provide various investment banking services to us in the future, for which we would expect they would receive customary compensation from us. In the ordinary course of business, including in its trading and brokerage operations and in a fiduciary capacity, Banc of America Securities LLC and Deutsche Bank Securities Inc. and their affiliates may hold positions, both long and short, for their own accounts and for those of their customers, in our securities.

      We have retained Georgeson Shareholder Communications, Inc. to act as Information Agent and Wachovia Bank, N.A. to act as Depositary in connection with the Offer. The Information Agent may contact holders of shares of Class A common stock by mail, facsimile and personal interviews and may request brokers, dealers and other nominee shareholders to forward materials relating to the Offer to beneficial owners. The Information Agent and the Depositary will each receive reasonable and customary compensation for their respective services, will be reimbursed by us for reasonable out-of-pocket expenses and will be indemnified against certain liabilities in connection with the Offer, including certain liabilities under the federal securities laws.

      We will not pay any fees or commissions to brokers, dealers or other persons (other than fees to the Dealer Managers and the Information Agent as described above) for soliciting tenders of shares of Class A common stock pursuant to the Offer. Shareholders holding shares of Class A common stock through brokers or banks are urged to consult the brokers or banks to determine whether transaction costs may apply if shareholders tender shares of Class A common stock through the brokers or banks and not

40

directly to the Depositary. We will, however, upon request, reimburse brokers, dealers and commercial banks for customary mailing and handling expenses incurred by them in forwarding the Offer and related materials to the beneficial owners of shares of Class A common stock held by them as a nominee or in a fiduciary capacity. No broker, dealer, commercial bank or trust company has been authorized to act as our agent or the agent of the Dealer Managers, the Information Agent or the Depositary for purposes of the Offer. We will pay or cause to be paid all stock transfer taxes, if any, on our purchase of shares of Class A common stock except as otherwise provided in Instruction 7 in the Letter of Transmittal.

17. Miscellaneous

      We are not aware of any jurisdiction where the making of the Offer is not in compliance with applicable law. If we become aware of any jurisdiction where the making of the Offer or the acceptance of shares of Class A common stock pursuant thereto is not in compliance with applicable law, we will make a good faith effort to comply with the applicable law. If, after such good faith effort, we cannot comply with the applicable law, the Offer will not be made to (nor will tenders be accepted from or on behalf of) the holders of shares of Class A common stock in such jurisdiction. In any jurisdiction where the securities, blue sky or other laws require the Offer to be made by a licensed broker or dealer, the Offer shall be deemed to be made on behalf of us by the Dealer Managers or one or more registered brokers or dealers licensed under the laws of that jurisdiction.

      Pursuant to Rule 13e-4(c)(2) under the Exchange Act, we have filed with the Commission an Issuer Tender Offer Statement on Schedule TO, which contains additional information with respect to the Offer. The Schedule TO, including the exhibits and any amendments and supplements thereto, may be examined, and copies may be obtained, at the same places and in the same manner as is set forth in Section 10 with respect to information concerning us, except that this material will not be available at the regional offices of the SEC.

      You should only rely on the information contained in this document or to which we have referred to you. We have not authorized any person to make any recommendation on behalf of us as to whether you should tender or refrain from tendering your shares of Class A common stock in the Offer. We have not authorized any person to give any information or to make any representation in connection with the Offer other than those contained in this document or in the related Letter of Transmittal. If given or made, any recommendation or any such information or representation must not be relied upon as having been authorized by us, the Dealer Managers or the Information Agent.

May 16, 2005

41

EMMIS COMMUNICATIONS CORPORATION

May 16, 2005

        Facsimile copies of the Letter of Transmittal, properly completed and duly executed, will be accepted. The Letter of Transmittal, certificates for shares of Class A common stock and any other required documents should be sent or delivered by each shareholder of Emmis or his or her bank, broker, dealer, trust company or other nominee to the Depositary as follows:

The Depositary for the Offer is:

Wachovia Bank, N.A.

By Mail:	By Overnight Delivery:	By Hand:
Wachovia Bank, N.A.	Wachovia Bank, N.A.	Wachovia Bank, N.A.
Securities Processing Center	Securities Processing Center	Securities Processing Center
PO Box 859208	161 Bay State Drive	161 Bay State Drive
Braintree, MA 02185-9208	Braintree, MA 02184	Braintree, MA 02184
(800) 829-8432	(800) 829-8432	(800) 829-8432

      Delivery of the Letter of Transmittal to an address other than as set forth above will not constitute a valid delivery to the Depositary.

      Questions and requests for assistance or for additional copies of this Offer to Purchase, the Letter of Transmittal and the Notice of Guaranteed Delivery may be directed to the Information Agent at the telephone number and location listed below. You may also contact your bank, broker, dealer, trust company or other nominee for assistance concerning the Offer.

The Information Agent for the Offer is:

17 State Street, 10th Floor

New York, New York 10004

Banks and Brokers Call: (212) 440-9800

All Others Please Call Toll Free: (866) 399-8748

The Dealer Managers for the Offer are:

Banc of America Securities LLC	Deutsche Bank Securities Inc.
9 West 57th Street	60 Wall Street
New York, New York 10019	New York, New York 10005
(212)583-8502	(800) 735-7777
(888) 583-8900, ext. 8502 (Call Toll Free)

EX-99.(A)(1)(B)

Exhibit (a)(1)(B)

Letter of Transmittal

To Tender Shares of Class A Common Stock

Pursuant to the Offer to Purchase For Cash

Dated May 16, 2005

by

EMMIS COMMUNICATIONS CORPORATION

of

Up to 20,250,000 Shares of its Class A Common Stock

At a Purchase Price Not Greater Than $19.75 nor Less Than $17.25 Per Share

THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON MONDAY, JUNE 13, 2005, UNLESS THE OFFER IS EXTENDED.

The Depositary for the Offer is:

Wachovia Bank, N.A.

By Mail:

Wachovia Bank, N.A.
Securities Processing Center
PO Box 859208
Braintree, MA 02185-9208
(800) 829-8432 By Overnight Delivery:

Wachovia Bank, N.A.
Securities Processing Center
161 Bay State Drive
Braintree, MA 02184
(800) 829-8432 By Hand:

Wachovia Bank, N.A.
Securities Processing Center
161 Bay State Drive
Braintree, MA 02184
(800) 829-8432

      Delivery of this Letter of Transmittal to an address other than as set forth above does not constitute a valid delivery.

      The instructions set forth in this Letter of Transmittal should be read carefully before this Letter of Transmittal is completed.

DESCRIPTION OF SHARES TENDERED (See Instructions 3 and 4)
Name(s) and Address(es) of Registered Holders(s)
(Please fill in, if blank, exactly as name(s)	Shares of Class A Common Stock Tendered
appear(s) on certificate(s))	(Attach Additional Signed List if Necessary)
		Total Number of Shares	Number
	Certificate	Represented by	of Shares
	Number(s)*	Certificate(s)*	Tendered**
	Total Shares
* Need not be completed if transfer is made by book-entry transfer.
** Unless otherwise indicated, it will be assumed that all shares described above are being tendered. See Instruction 4.

      This Letter of Transmittal is to be used either if certificates for shares of Class A common stock (as defined below) are to be forwarded herewith or, unless an agent’s message (as defined in Section 3 of the Offer to Purchase (as defined below)) is utilized, if delivery of shares of Class A common stock is to be made by book-entry transfer to an account maintained by the Depositary (as defined below) at the book-entry transfer facility (as defined in Section 3 of the Offer to Purchase) pursuant to the procedures set forth in Section 3 of the Offer to Purchase. Tendering shareholders whose certificates for shares of Class A common stock are not immediately available or who cannot deliver either the certificates for, or a book-entry confirmation (as defined in Section 3 of the Offer to Purchase) with respect to, their shares of Class A common stock and all other documents required hereby to the Depositary prior to the Expiration Time (as defined in Section 1 of the Offer to Purchase) must tender their shares of Class A common stock in accordance with the guaranteed delivery procedures set forth in Section 3 of the Offer to Purchase. See Instruction 2.

      Your attention is directed in particular to the following:

      1. If you want to retain your shares of Class A common stock, you do not need to take any action.

      2. If you want to participate in the Offer and wish to maximize the chance of having Emmis (as defined below) accept for exchange all the shares of Class A common stock you are tendering hereby, you should check the box marked “Shares Tendered at Price Determined Under the Tender Offer” below and complete the other portions of this Letter of Transmittal as appropriate.

      3. If you wish to select a specific price at which you will be tendering your shares of Class A common stock, you should select one of the boxes in the section captioned “Shares Tendered at Price Determined by Shareholder” below and complete the other portions of this Letter of Transmittal as appropriate.

DELIVERY OF DOCUMENTS TO THE BOOK-ENTRY TRANSFER FACILITY DOES NOT CONSTITUTE DELIVERY TO THE DEPOSITARY.

o CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER MADE TO AN ACCOUNT MAINTAINED BY THE DEPOSITARY WITH THE BOOK-ENTRY TRANSFER FACILITY AND COMPLETE THE FOLLOWING (ONLY PARTICIPANTS IN THE BOOK-ENTRY TRANSFER FACILITY MAY DELIVER SHARES BY BOOK-ENTRY TRANSFER):

Name of Tendering Institution: 

Account Number: 

Transaction Code Number: 

o  CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE DEPOSITARY. ENCLOSE A PHOTOCOPY OF THE NOTICE OF GUARANTEED DELIVERY AND COMPLETE THE FOLLOWING:

Name(s) of Registered Owners(s): 

Date of Execution of Notice of Guaranteed Delivery: 

Name of Institution that Guaranteed Delivery: 

If delivered by book-entry transfer, check box: o

Name of Tendering Institution: 

Account Number: 

Transaction Code Number: 

2

      THE UNDERSIGNED IS TENDERING SHARES AS FOLLOWS (CHECK ONLY ONE BOX):

      (1) SHARES TENDERED AT PRICE DETERMINED BY SHAREHOLDER (SEE INSTRUCTION 5)

      By checking ONE of the following boxes below INSTEAD OF THE BOX UNDER “Shares Tendered at Price Determined Under the Tender Offer,” the undersigned hereby tenders shares of Class A common stock at the price checked. This action could result in none of the shares of Class A common stock being purchased if the purchase price determined by Emmis for the shares of Class A common stock is less than the price checked below. A SHAREHOLDER WHO DESIRES TO TENDER SHARES OF CLASS A COMMON STOCK AT MORE THAN ONE PRICE MUST COMPLETE A SEPARATE LETTER OF TRANSMITTAL FOR EACH PRICE AT WHICH SHARES OF CLASS A COMMON STOCK ARE TENDERED. The same shares of Class A common stock cannot be tendered, unless previously properly withdrawn as provided in Section 4 of the Offer to Purchase, at more than one price.

PRICE (IN DOLLARS) PER SHARE AT WHICH SHARES

ARE BEING TENDERED

o $17.25

o $17.50

o $17.75

o $18.00

o $18.25

o $18.50

o $18.75

o $19.00

o $19.25

o $19.50

o $19.75

OR

      (2) SHARES TENDERED AT PRICE DETERMINED UNDER THE TENDER OFFER (SEE INSTRUCTION 5)

      By checking the box below INSTEAD OF ONE OF THE BOXES UNDER “Shares Tendered at Price Determined by Shareholder,” the undersigned hereby tenders shares of Class A common stock at the purchase price, as the same shall be determined by Emmis in accordance with the terms of the Offer.

o  The undersigned wants to maximize the chance of having Emmis purchase all of the shares of Class A common stock the undersigned is tendering (subject to the possibility of proration). Accordingly, by checking this box instead of one of the price boxes above, the undersigned hereby tenders shares of Class A common stock and is willing to accept the purchase price determined by Emmis in accordance with the terms of the Offer. This action could result in receiving a price per share as low as $17.25.

      CHECK ONLY ONE BOX UNDER (1) OR (2) ABOVE. IF MORE THAN ONE BOX IS CHECKED ABOVE, THERE IS NO VALID TENDER OF SHARES.

      IF ANY OF THE CERTIFICATES REPRESENTING SHARES OF CLASS A COMMON STOCK THAT YOU OWN HAVE BEEN LOST OR DESTROYED, SEE INSTRUCTION 12.

3

ODD LOTS

(See Instruction 14)

      To be completed only if shares of Class A common stock are being tendered by or on behalf of a person owning, beneficially or of record, an aggregate of fewer than 100 shares of Class A common stock. The undersigned either (check one box):

o Is the beneficial or record owner of an aggregate of fewer than 100 shares of Class A common stock, all of which are being tendered; or

o is a broker, dealer, commercial bank, trust company, or other nominee that (a) is tendering for the beneficial owner(s), shares with respect to which it is the record holder, and (b) believes, based upon representations made to it by the beneficial owner(s), that each such person is the beneficial owner of an aggregate of fewer than 100 shares of Class A common stock and is tendering all of the shares of Class A common stock.

           In addition, the undersigned is tendering shares of Class A common stock either (check one box):

o at the purchase price, as the same will be determined by Emmis in accordance with the terms of the Offer (persons checking this box need not indicate the price per share above); or

o at the price per share indicated above in the section captioned “Price (In Dollars) per Share at Which Shares Are Being Tendered.”

CONDITIONAL TENDER

(See Instruction 13)

      A tendering shareholder may condition his or her tender of shares of Class A common stock upon Emmis purchasing a specified minimum number of the shares of Class A common stock tendered, all as described in Section 6 of the Offer to Purchase. Unless at least that minimum number of shares of Class A common stock you indicate below is purchased by Emmis pursuant to the terms of the Offer, none of the shares of Class A common stock tendered will be purchased. It is the tendering shareholder’s responsibility to calculate that minimum number of shares of Class A common stock that must be purchased if any are purchased, and each shareholder is urged to consult his or her own tax advisor. Unless this box has been checked and a minimum specified, your tender will be deemed unconditional.

o The minimum number of shares of Class A common stock that must be purchased, if any are purchased, is:                                                    shares.

      If, because of proration, the minimum number of shares of Class A common stock designated will not be purchased, Emmis may accept conditional tenders by random lot, if necessary. However, to be eligible for purchase by random lot, the tendering shareholder must have tendered all of his or her shares of Class A common stock and checked this box:

o The tendered shares of Class A common stock represent all shares of Class A common stock held by the undersigned.

      IF ANY OF THE CERTIFICATES REPRESENTING SHARES OF CLASS A COMMON STOCK THAT YOU OWN HAVE BEEN LOST OR DESTROYED, SEE INSTRUCTION 12.

      NOTE: SIGNATURES MUST BE PROVIDED BELOW. PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY.

4

Ladies and Gentlemen:

      The undersigned hereby tenders to the above-described shares of Class A common stock, par value $0.01 per share (the “Class A common stock”) of Emmis Communications Corporation (“Emmis”), at the price per share indicated in this Letter of Transmittal, net to the seller in cash, without interest, on the terms and subject to the conditions set forth in Emmis’ Offer to Purchase dated May 16, 2005 (the “Offer to Purchase”), and this Letter of Transmittal (which, together with any amendments or supplements thereto or hereto, collectively constitute the “Offer”), receipt of which is hereby acknowledged.

      Subject to and effective on acceptance for payment of, and payment for, the shares of Class A common stock tendered with this Letter of Transmittal in accordance with the terms of the Offer, the undersigned hereby sells, assigns and transfers to, or upon the order of, Emmis, all right, title and interest in and to all the shares of Class A common stock that are being tendered hereby and irrevocably constitutes and appoints Wachovia Bank, N.A. (the “Depositary”), the true and lawful agent and attorney-in-fact of the undersigned, with full power of substitution (such power of attorney being deemed to be an irrevocable power coupled with an interest), to the full extent of the undersigned’s rights with respect to such shares, to (a) deliver certificates for such shares or transfer ownership of such shares on the account books maintained by the book-entry transfer facility, together, in any such case, with all accompanying evidences of transfer and authenticity to, or upon the order of Emmis, (b) present such shares for cancellation and transfer on Emmis’ books and (c) receive all benefits and otherwise exercise all rights of beneficial ownership of such shares, all in accordance with the terms of the Offer.

      The undersigned hereby represents and warrants that the undersigned has full power and authority to tender, sell, assign and transfer the shares of Class A common stock tendered hereby and, when the same are accepted for payment by Emmis, Emmis will acquire good title thereto, free and clear of all liens, restrictions, claims and encumbrances, and the same will not be subject to any adverse claim or right. The undersigned will, on request by the Depositary or Emmis, execute any additional documents deemed by the Depositary or Emmis to be necessary or desirable to complete the sale, assignment and transfer of the shares of Class A common stock tendered hereby (and any and all such other shares or other securities or rights), all in accordance with the terms of the Offer.

      All authority conferred or agreed to be conferred pursuant to this Letter of Transmittal shall be binding on the successors, assigns, heirs, personal representatives, executors, administrators and other legal representatives of the undersigned and shall not be affected by, and shall survive, the death or incapacity of the undersigned. Except as stated in the Offer to Purchase, this tender is irrevocable.

      The undersigned understands that the valid tender of shares of Class A common stock pursuant to any of the procedures described in Section 3 of the Offer to Purchase and in the instructions to this Letter of Transmittal will constitute a binding agreement between the undersigned and Emmis on the terms and subject to the conditions of the Offer.

      It is a violation of Rule 14e-4 promulgated under the Exchange Act (as defined in the Offer to Purchase) for a person acting alone or in concert with others, directly or indirectly, to tender shares of Class A common stock for such person’s own account unless at the time of tender and at the expiration date such person has a “net long position” in (a) the shares of Class A common stock that is equal to or greater than the amount tendered and will deliver or cause to be delivered such shares for the purpose of tender to Emmis within the period specified in the Offer, or (b) other securities immediately convertible into, exercisable for or exchangeable into shares of Class A common stock (“Equivalent Securities”) that is equal to or greater than the amount tendered and, upon the acceptance of such tender, will acquire such shares by conversion, exchange or exercise of such Equivalent Securities to the extent required by the terms of the Offer and will deliver or cause to be delivered such shares so acquired for the purpose of tender to Emmis within the period specified in the Offer. Rule 14e-4 also provides a similar restriction applicable to the tender or guarantee of a tender on behalf of another person. A tender of shares of Class A common stock made pursuant to any method of delivery set forth in this Letter of Transmittal will constitute the tendering shareholder’s representation and warranty to Emmis that (a) such shareholder has a “net long position” in shares of Class A common stock or Equivalent Securities being tendered within the meaning of Rule 14e-4, and (b) such tender of shares of Class A common stock complies with Rule 14e-4. Our acceptance for payment of shares of Class A common stock tendered

5

pursuant to the Offer will constitute a binding agreement between the tendering shareholder and Emmis upon the terms and subject to the conditions of the Offer.

      The undersigned understands that Emmis will, upon the terms and subject to the conditions of the Offer, determine a single per share purchase price, not in excess of $19.75 nor less than $17.25 per share of Class A common stock, that it will pay for shares of Class A common stock properly tendered and not properly withdrawn in the Offer, taking into account the number of shares of Class A common stock so tendered and the prices specified by tendering shareholders. The undersigned understands that Emmis will select the purchase price that will allow it to purchase 20,250,000 shares of Class A common stock, or such lesser number of shares of Class A common stock as are properly tendered and not properly withdrawn, at prices not greater than $19.75 nor less than $17.25 per share, in the Offer, subject to its right to increase the total number of shares of Class A common stock purchased to the extent permitted by law. The undersigned understands that all shares of Class A common stock properly tendered at prices at or below the purchase price and not properly withdrawn will be purchased at the purchase price, net to the seller in cash, without interest, upon the terms and subject to the conditions of the Offer, including its proration provisions, “odd lot” provisions and conditional tender provisions, and that Emmis will return at its expense all other shares of Class A common stock, including shares of Class A common stock tendered at prices greater than the purchase price and not properly withdrawn and shares of Class A common stock not purchased because of proration or conditional tenders, as promptly as practicable following the Expiration Time (as defined in the Offer to Purchase).

      Unless otherwise indicated herein under “Special Payment Instructions,” please issue the check for payment of the purchase price and/or return any certificates for shares of Class A common stock not tendered or accepted for payment in the name(s) of the registered holder(s) appearing under “Description of Shares Tendered.” Similarly, unless otherwise indicated under “Special Delivery Instructions,” please mail the check for payment of the purchase price and/or return any certificates for shares of Class A common stock not tendered or accepted for payment (and accompanying documents, as appropriate) to the address(es) of the registered holder(s) appearing under “Description of Shares Tendered.” In the event that both the “Special Delivery Instructions” and the “Special Payment Instructions” are completed, please issue the check for payment of the purchase price and/or return any certificates for shares of Class A common stock not tendered or accepted for payment (and any accompanying documents, as appropriate) in the name(s) of, and deliver such check and/or return such certificates (and any accompanying documents, as appropriate) to, the person or persons so indicated. Please credit any shares of Class A common stock tendered herewith by book-entry transfer that are not accepted for payment by crediting the account at the book-entry transfer facility designated above. The undersigned recognizes that Emmis has no obligation pursuant to the “Special Payment Instructions” to transfer any shares of Class A common stock from the name of the registered holder(s) thereof if Emmis does not accept for payment any of the shares of Class A common stock so tendered.

6

SPECIAL PAYMENT INSTRUCTIONS

(See Instructions 1, 6, 7 and 8)

   To be completed ONLY if certificates for shares not tendered or not accepted for payment and/or the check for payment of the purchase price of shares accepted for payment are to be issued in the name of someone other than the undersigned.

Issue: o Check

o Certificate(s) to:

Name

(Please Print)

Address

(Include Zip Code)

(Employer Identification or Social Security Number)

SPECIAL DELIVERY INSTRUCTIONS

(See Instructions 1, 6, 7 and 8)

   To be completed ONLY if certificates for shares not tendered or not accepted for payment and/or the check for payment of the purchase price of shares accepted for payment are to be sent to someone other than the undersigned or to the undersigned at an address other than that above.

Mail: o Check

o Certificate(s) to:

Name

(Please Print)

Address

(Include Zip Code)

(Employer Identification or Social Security Number)

7

SIGN HERE

(Also Complete Substitute Form W-9 Below)

(Signature(s) of Shareholder(s))

Dated: ______________________________ , 2005

(Must be signed by registered holder(s) exactly as name(s) appear(s) on stock certificate(s) for the shares or on a security position listing or by person(s) authorized to become registered holder(s) by certificates and documents transmitted herewith. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other person acting in a fiduciary or representative capacity, please provide the following information and see Instruction 6.)

Name(s): 

(Please Print)

Capacity (Full Title): 

Address: 

(Include Zip Code)

Daytime Area Code and Telephone Number: 

Employer Identification or Social Security Number: 

(Complete Accompanying Substitute Form W-9)

GUARANTEE OF SIGNATURE(S)

(If Required — See Instructions 1 and 6)

Authorized Signature: 

Name: 

(Please Print)

Name of Firm: 

Title: 

Address

(Include Zip Code)

Daytime Area Code and Telephone Number: 

Dated: ______________________________ , 2005

8

INSTRUCTIONS

Forming Part of the Terms and Conditions of the Offer

      1. Guarantee of Signatures. No signature guarantee is required on this Letter of Transmittal if either (a) this Letter of Transmittal is signed by the registered holder(s) (which term, for purposes of this Instruction 1, includes any participant in the book-entry transfer facility’s system whose name appears on a security position listing as the owner of the shares) of shares of Class A common stock tendered herewith, unless such registered holder(s) has completed either the box entitled “Special Payment Instructions” or the box entitled “Special Delivery Instructions” on this Letter of Transmittal or (b) such shares are tendered for the account of a firm that is a member in good standing of a recognized Medallion Program approved by the Securities Transfer Association, Inc., including the Securities Transfer Agents Medallion Program, the New York Stock Exchange, Inc. Medallion Signature Program or the Stock Exchange Medallion Program, or is otherwise an “eligible guarantor institution,” as that term is defined in Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended (each, an “eligible institution”). In all other cases, all signatures on this Letter of Transmittal must be guaranteed by an eligible institution. See Instruction 6.

      2. Requirements of Tender. This Letter of Transmittal is to be completed by shareholders either if certificates are to be forwarded herewith or, unless an agent’s message (as defined below) is utilized, if delivery of shares of Class A common stock is to be made pursuant to the procedures for book-entry transfer set forth in Section 3 of the Offer to Purchase. For a shareholder validly to tender shares of Class A common stock pursuant to the Offer, either (a) a Letter of Transmittal (or a facsimile thereof), properly completed and duly executed, together with any required signature guarantees, or, in the case of a book-entry transfer, an agent’s message, and any other required documents, must be received by the Depositary at one of its addresses set forth on the back of this Letter of Transmittal prior to the expiration date and either certificates for tendered shares of Class A common stock must be received by the Depositary at one of such addresses or shares of Class A common stock must be delivered pursuant to the procedures for book-entry transfer set forth herein (and a book-entry confirmation must be received by the Depositary), in each case prior to the expiration date, or (b) the tendering shareholder must comply with the guaranteed delivery procedures set forth below and in Section 3 of the Offer to Purchase.

      Shareholders whose certificates for shares of Class A common stock are not immediately available or who cannot deliver their certificates and all other required documents to the Depositary or complete the procedures for book-entry transfer prior to the expiration date may tender their shares of Class A common stock by properly completing and duly executing the Notice of Guaranteed Delivery pursuant to the guaranteed delivery procedures set forth in Section 3 of the Offer to Purchase. Pursuant to those procedures, (a) tender must be made by or through an eligible institution, (b) a properly completed and duly executed Notice of Guaranteed Delivery, substantially in the form provided by Emmis, must be received by the Depositary prior to the expiration date and (c) the certificates for all tendered shares of Class A common stock in proper form for transfer (or a book-entry confirmation with respect to all such shares), together with a Letter of Transmittal (or facsimile thereof), properly completed and duly executed, with any required signature guarantees, or, in the case of a book-entry transfer, an agent’s message, and any other required documents, must be received by the Depositary, in each case within three trading days after the date of execution of the Notice of Guaranteed Delivery as provided in Section 3 of the Offer to Purchase. A “trading day” is any day on which the Nasdaq National Market is open for business. The term “agent’s message” means a message transmitted by the book-entry transfer facility to, and received by, the Depositary and forming a part of a book-entry confirmation, which states that such book-entry transfer facility has received an express acknowledgment from the participant in the book-entry transfer facility tendering the shares of Class A common stock that such participant has received and agrees to be bound by the terms of the Letter of Transmittal and that Emmis may enforce such agreement against such participant.

      The method of delivery of shares of Class A common stock, this Letter of Transmittal and all other required documents, including delivery through the book-entry transfer facility, is at the sole election and risk of the tendering shareholder. Shares of Class A common stock will be deemed delivered only when actually received by the Depositary (including, in the case of a book-entry transfer, by book-entry confirmation). If delivery is by mail, registered mail with return receipt requested, properly insured, is recommended. In all cases, sufficient time should be allowed to ensure timely delivery.

9

      Except as specifically provided by the Offer to Purchase, no alternative, conditional or contingent tenders will be accepted. No fractional shares of Class A common stock will be purchased. All tendering shareholders, by execution of this Letter of Transmittal (or a facsimile hereof), waive any right to receive any notice of the acceptance for payment of their shares of Class A common stock.

      3. Inadequate Space. If the space provided in this Letter of Transmittal is inadequate, the certificate numbers and/or the number of shares of Class A common stock should be listed on a separate signed schedule attached hereto.

      4. Partial Tenders (Not Applicable to Shareholders Who Tender by Book-Entry Transfer). If fewer than all the shares of Class A common stock represented by any certificate submitted to the Depositary are to be tendered, fill in the number of shares of Class A common stock that are to be tendered in the box entitled “Number of Shares Tendered.” In any such case, new certificate(s) for the remainder of the shares of Class A common stock that were evidenced by the old certificate(s) will be sent to the registered holder(s), unless otherwise provided in the appropriate box on this Letter of Transmittal, as soon as practicable after the acceptance for payment of, and payment for, the shares of Class A common stock tendered herewith. All shares of Class A common stock represented by certificates delivered to the Depositary will be deemed to have been tendered unless otherwise indicated.

      5. Indication of Price at Which Shares are Being Tendered. For shares of Class A common stock to be properly tendered, the shareholder MUST either (1) check the box indicating the price per share at which such shareholder is tendering shares of Class A common stock under “Price (in Dollars) per Share at Which Shares are Being Tendered”, or (2) check the box in the section captioned “Shares Tendered at Price Determined Under the Tender Offer” in order to maximize the chance of having Emmis purchase all of the shares of Class A common stock tendered (subject to the possibility of proration). Selecting option (2) could result in the shareholder receiving a price per share as low as $17.25. Only one box under (1) or (2) may be checked. If more than one box is checked or if no box is checked, there is no proper tender of shares of Class A common stock. A shareholder wishing to tender portions of such shareholder’s share holdings at different prices must complete a separate Letter of Transmittal for each price at which such shareholder wishes to tender each such portion of such shareholder’s shares of Class A common stock. The same shares of Class A common stock cannot be tendered more than once, unless previously properly withdrawn as provided in Section 4 of the Offer to Purchase, at more than one price.

      6. Signatures on Letter of Transmittal, Stock Powers and Endorsements. If this Letter of Transmittal is signed by the registered holder(s) of the shares of Class A common stock tendered hereby, the signature(s) must correspond with the name(s) as written on the face of the certificate(s) without any change whatsoever.

      If any of the shares of Class A common stock tendered hereby are owned of record by two or more joint owners, all such persons must sign this Letter of Transmittal.

      If any shares of Class A common stock tendered hereby are registered in different names on several certificates, it will be necessary to complete, sign and submit as many separate Letters of Transmittal as there are different registrations of certificates.

      If this Letter of Transmittal or any certificate or stock power is signed by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other person acting in a fiduciary or representative capacity, he or she should so indicate when signing, and proper evidence satisfactory to Emmis of his or her authority to so act must be submitted with this Letter of Transmittal.

      If this Letter of Transmittal is signed by the registered owner(s) of the shares of Class A common stock tendered hereby, no endorsements of certificates or separate stock powers are required unless payment of the purchase price is to be made, or certificates for shares of Class A common stock not tendered or accepted for payment are to be issued, to a person other than the registered owner(s). Signatures on any such certificates or stock powers must be guaranteed by an eligible institution.

      If this Letter of Transmittal is signed by a person other than the registered owner(s) of the shares of Class A common stock tendered hereby, the certificate(s) representing such shares must be properly endorsed for transfer or accompanied by appropriate stock powers, in either case signed exactly as the name(s) of the registered owner(s)

10

appear(s) on the certificates(s). The signature(s) on any such certificate(s) or stock power(s) must be guaranteed by an eligible institution.

      7. Stock Transfer Taxes. Emmis will pay any stock transfer taxes with respect to the transfer and sale of shares of Class A common stock to it pursuant to the Offer. If, however, payment of the purchase price is to be made to, or if shares of Class A common stock not tendered or accepted for payment are to be registered in the name of, any person(s) other than the registered owner(s), or if shares of Class A common stock tendered hereby are registered in the name(s) of any person(s) other than the person(s) signing this Letter of Transmittal, the amount of any stock transfer taxes (whether imposed on the registered owner(s) or such person(s)) payable on account of the transfer to such person(s) will be deducted from the purchase price unless satisfactory evidence of the payment of such taxes or exemption therefrom is submitted with this Letter of Transmittal.

      Except as provided in this Instruction 7, it will not be necessary for transfer tax stamps to be affixed to the certificates listed in this Letter of Transmittal.

      8. Special Payment and Delivery Instructions. If a check for the purchase price of any shares of Class A common stock accepted for payment is to be issued in the name of, and/or certificates for any shares of Class A common stock not accepted for payment or not tendered are to be issued in the name of and/or returned to, a person other than the signer of this Letter of Transmittal or if a check is to be sent, and/or such certificates are to be returned, to a person other than the signer of this Letter of Transmittal or to an address other than that shown above, the appropriate boxes on this Letter of Transmittal should be completed.

      9. Waiver of Conditions. Emmis reserves the right, subject to the applicable rules and regulations of the Securities and Exchange Commission, to waive any of the specified conditions of the Offer, in whole or in part, in the case of any shares of Class A common stock tendered.

      10. 28% Backup Withholding. In order to avoid backup withholding of U.S. federal income tax on payments of cash pursuant to the Offer, a shareholder surrendering shares of Class A common stock in the Offer must, unless an exemption applies, provide the Depositary with such shareholder’s correct taxpayer identification number (“TIN”) on Substitute Form W-9 below in this Letter of Transmittal and certify under penalties of perjury that such TIN is correct and that the shareholder is not subject to backup withholding. If a shareholder does not provide a correct TIN or fails to provide the certifications described above, the Internal Revenue Service (the “IRS”) may impose a $50 penalty on such shareholder and payment of cash to such shareholder pursuant to the Offer may be subject to backup withholding of 28%.

      Backup withholding is not an additional income tax. Rather, the amount of the backup withholding can be credited against the U.S. federal income tax liability of the person subject to the backup withholding, provided that the required information is given to the IRS. If backup withholding results in an overpayment of tax, a refund can be obtained by the shareholder upon filing an income tax return.

      A tendering shareholder is required to give the depositary the TIN (i.e., social security number or employer identification number) of the record owner of the shares of Class A common stock being tendered. If the shares of Class A common stock are held in more than one name or are not in the name of the actual owner, consult the enclosed “Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9” for additional guidance on which number to report.

      The box in part 3 of the Substitute Form W-9 may be checked if the tendering shareholder has not been issued a TIN and has applied for a TIN or intends to apply for a TIN in the near future. If the box in part 3 is checked, the shareholder or other payee must also complete the Certificate of Awaiting Taxpayer Identification Number below in order to avoid backup withholding. Notwithstanding that the box in part 3 is checked and the Certificate of Awaiting Taxpayer Identification Number is completed, the depositary will withhold 28% on all payments made prior to the time a properly certified TIN is provided to the Depositary. However, these amounts will be refunded to such shareholder if a TIN is provided to the Depositary within 60 days.

      Some shareholders (including, among others, all corporations and certain foreign individuals and entities) are not subject to backup withholding. Foreign shareholders should complete and sign the main signature form and the appropriate Form W-8, Certificate of Foreign Status, a copy of which may be obtained from the Depositary, in order

11

to avoid backup withholding. See the enclosed “Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9” for more instructions.

      11. Requests for Assistance or Additional Copies. Questions and requests for assistance or additional copies of the Offer to Purchase, this Letter of Transmittal, the Notice of Guaranteed Delivery and the Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9 may be directed to the Information Agent at its address set forth on the last page of this Letter of Transmittal.

      12. Lost, Destroyed or Stolen Certificates. If any certificate representing shares of Class A common stock has been lost, destroyed or stolen, the shareholder should promptly notify the Depositary at the toll-free number (800) 829-8432. The shareholder will then be instructed by the Depositary as to the steps that must be taken in order to replace the certificate. This Letter of Transmittal and related documents cannot be processed until the procedures for replacing lost, destroyed or stolen certificates have been followed.

      13. Conditional Tenders. As described in Sections 1 and 6 of the Offer to Purchase, shareholders may condition their tenders on all or a minimum number of their tendered shares of Class A common stock being purchased.

      If you wish to make a conditional tender you must indicate this in the box captioned “Conditional Tender” in this Letter of Transmittal and, if applicable, the Notice of Guaranteed Delivery. In the box in this Letter of Transmittal and, if applicable, the Notice of Guaranteed Delivery, you must calculate and appropriately indicate the minimum number of shares of Class A common stock that must be purchased if any are to be purchased.

      As discussed in Sections 1 and 6 of the Offer to Purchase, proration may affect whether Emmis accepts conditional tenders and may result in shares of Class A common stock tendered pursuant to a conditional tender being deemed withdrawn if the minimum number of shares of Class A common stock would not be purchased. If, because of proration, the minimum number of shares of Class A common stock that you designate will not be purchased, Emmis may accept conditional tenders by random lot, if necessary. However, to be eligible for purchase by random lot, you must have tendered all your shares of Class A common stock and check the box so indicating. Upon selection by lot, if any, Emmis will limit its purchase in each case to the designated minimum number of shares of Class A common stock.

      All tendered shares of Class A common stock will be deemed unconditionally tendered unless the “Conditional Tender” box is completed.

      The conditional tender alternative is made available so that a shareholder may seek to structure the purchase of shares of Class A common stock pursuant to the Offer in such a manner that the purchase will be treated as a sale of such shares of Class A common stock by the shareholder, rather than the payment of a dividend to the shareholder, for federal income tax purposes. If you are an odd lot holder and you tender all of your shares of Class A common stock, you cannot conditionally tender, since your shares of Class A common stock will not be subject to proration. It is the tendering shareholder’s responsibility to calculate the minimum number of shares of Class A common stock that must be purchased from the shareholder in order for the shareholder to qualify for sale rather than dividend treatment. Each shareholder is urged to consult his or her own tax advisor. See Section 14 of the Offer to Purchase of Class A common stock.

      14. Odd Lots. As described in Section 1 of the Offer to Purchase, if Emmis is to purchase fewer than all shares of Class A common stock tendered before the Expiration Time and not properly withdrawn, the shares of Class A common stock purchased first will consist of all shares of Class A common stock properly tendered by any shareholder who owned, beneficially or of record, an aggregate of fewer than 100 shares of Class A common stock, and who tenders all of the holder’s shares of Class A common stock at or below the purchase price. This preference will not be available unless the section captioned “Odd Lots” is completed.

      IMPORTANT: This Letter of Transmittal (or a manually signed facsimile hereof), together with any required signature guarantees, or, in the case of a book-entry transfer, an agent’s message, and any other required documents, must be received by the Depositary prior to the Expiration Time Date and either certificates for tendered shares of Class A common stock must be received by the Depositary or shares of class a common stock must be delivered pursuant to the procedures for book-entry transfer, in each case prior to the Expiration Time Date, or the tendering shareholder must comply with the procedures for guaranteed delivery.

12

PAYOR’S NAME: WACHOVIA BANK, N.A.
SUBSTITUTE FORM W-9	Part 1 — PLEASE PROVIDE YOUR TIN IN THE BOX AT THE RIGHT AND CERTIFY BY SIGNING AND DATING BELOW	--------------------------------------- Social Security Number(s) OR --------------------------------------- Employer Identification Number(s)

Department of the Treasury Internal Revenue Service	Part 2 — Certification — Under penalties of perjury, I certify that:
Payor’s Request for Taxpayer Identification Number (“TIN”)	(1) The number shown on this form is my correct Taxpayer Identification Number (or I am waiting for a number to be issued to me); (2) I am not subject to backup withholding because (a) I am exempt from backup withholding or (b) I have not been notified by the Internal Revenue Service (the “IRS”) that I am subject to backup withholding as a result of a failure to report all interest or dividends or (c) the IRS has notified me that I am no longer subject to backup withholding; and (3) I am a U.S. person (including a U.S. resident alien)
	Certification Instructions — You must cross out item (2) in Part 2 above if you have been notified by the IRS that you are subject to backup withholding because of underreporting interest or dividends on your tax returns. However, if after being notified by the IRS stating that you were subject to backup withholding you received another notification from the IRS stating you are no longer subject to backup withholding, do not cross out item (2). If you are exempt from backup withholding, check the box in Part 4.	Part 3 Awaiting TIN o Part 4 Exempt TIN o
	Signature:
	Date:
	Name:
	(Please Print)
	Address:
	(Please Print)

NOTE: FAILURE TO COMPLETE AND RETURN THIS SUBSTITUTE FORM W-9 MAY RESULT IN BACKUP WITHHOLDING OF 28% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE OFFER. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL INFORMATION.

      YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED THE BOX IN PART 3 OF SUBSTITUTE FORM W-9.

CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER

      I certify under penalties of perjury that a taxpayer identification number has not been issued to me and that either (1) I have mailed or delivered an application to receive a taxpayer identification number to the appropriate Internal Revenue Service Center or Social Security Administration Office or (2) I intend to mail or deliver an application in the near future. I understand that if I do not provide a taxpayer identification number to the Depositary by the time of payment, 28% of all reportable payments made to me will be withheld.

Signature: ______________________________  Date: 

13

      The Letter of Transmittal, certificates for shares of Class A common stock and any other required documents should be sent or delivered by each shareholder of Emmis or such shareholder’s bank, broker, dealer, trust company or other nominee to the Depositary at one of its addresses set forth below.

The Depositary for the Offer is:

Wachovia Bank, N.A.

By Mail:

Wachovia Bank, N.A.
Securities Processing Center
PO Box 859208
Braintree, MA 02185-9208
(800) 829-8432 By Overnight Delivery:
Wachovia Bank, N.A.
Securities Processing Center
161 Bay State Drive
Braintree, MA 02184
(800) 829-8432 By Hand:
Wachovia Bank, N.A.
Securities Processing Center
161 Bay State Drive
Braintree, MA 02184
(800) 829-8432

      Delivery of this Letter of Transmittal to an address other than as set forth above will not constitute a valid delivery to the Depositary.

      Questions and requests for assistance may be directed to the Information Agent at the address set forth below. Additional copies of the Offer to Purchase, this Letter of Transmittal and the Notice of Guaranteed Delivery may be obtained from the Information Agent. You may also contact your bank, broker, dealer, trust company or other nominee for assistance concerning the Offer.

The Information Agent for the Offer is:

17 State Street, 10th Floor

New York, New York 10004

Banks and Brokerage Firms Call: (212) 440-9800

All Others Please Call Toll Free: (866) 399-8748

The Dealer Managers for the Offer are:

Banc of America Securities LLC

9 West 57th Street
New York, New York 10019
(212) 583-8502
(888) 583-8900, extension 8502 (Call Toll-Free) Deutsche Bank Securities Inc.

60 Wall Street
New York, New York 10005
(800) 735-7777

14 EX-99.(A)(1)(C) 4 c95146exv99wxayx1yxcy.htm NOTICE OF GUARANTEED DELIVERY

Exhibit (a)(1)(C)

Notice of Guaranteed Delivery

for

Tender of Shares of Class A Common Stock

of

EMMIS COMMUNICATIONS CORPORATION

THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON MONDAY, JUNE 13, 2005, UNLESS THE OFFER IS EXTENDED.

      As set forth in Section 3 of the Offer to Purchase (as defined below), this form, or a form substantially equivalent to this form, must be used to accept the Offer (as defined below) if (1) certificates representing shares of Class A common stock, par value $0.01 per share (the “Class A common stock”), of Emmis Communications Corporation, an Indiana corporation (“Emmis”), are not immediately available, (2) the procedures for book-entry transfer cannot be completed on a timely basis or (3) time will not permit all required documents to reach the Depositary prior to the Expiration Time (as defined in the Offer to Purchase). This form may be delivered by hand or transmitted by facsimile transmission or mail to the Depositary. See Section 3 of the Offer to Purchase.

The Depositary for the Offer is:

Wachovia Bank, N.A.

By Mail:

Wachovia Bank, N.A.
Securities Processing Center
PO Box 859208
Braintree, MA 02185-9208
(800) 829-8432 By Overnight Delivery:

Wachovia Bank, N.A.
Securities Processing Center
161 Bay State Drive
Braintree, MA 02184
(800) 829-8432 By Hand:

Wachovia Bank, N.A.
Securities Processing Center
161 Bay State Drive
Braintree, MA 02184
(800) 829-8432

      Delivery of this Notice of Guaranteed Delivery to an address, or transmission of instructions via a facsimile number, other than as set forth above will not constitute a valid delivery.

      This Notice is not to be used to guarantee signatures. If a signature on a Letter of Transmittal is required to be guaranteed by an eligible institution under the instructions in the Letter of Transmittal, the signature guarantee must appear in the applicable space provided in the signature box on the Letter of Transmittal.

Ladies and Gentlemen:

      The undersigned hereby tenders to Emmis Communications Corporation, an Indiana corporation (“Emmis”), at the price per share indicated in this Notice of Guaranteed Delivery, on the terms and subject to the conditions set forth in the Offer to Purchase dated May 16, 2005 (the “Offer to Purchase”), and the related Letter of Transmittal (which, together with any amendments or supplements thereto, collectively constitute the “Offer”), receipt of which is hereby acknowledged, the number of shares set forth below, all pursuant to the guaranteed delivery procedures set forth in Section 3 of the Offer to Purchase.

      Number of shares of Class A common stock to be tendered:                                                    shares.

THE UNDERSIGNED IS TENDERING SHARES AS FOLLOWS (CHECK ONLY ONE BOX):

          (1)  SHARES TENDERED AT PRICE DETERMINED BY SHAREHOLDER (SEE INSTRUCTION 5 OF THE LETTER OF TRANSMITTAL)

          By checking ONE of the following boxes below INSTEAD OF THE BOX UNDER “Shares Tendered at Price Determined Under the Tender Offer,” the undersigned hereby tenders shares of Class A common stock at the price checked. This action could result in none of the shares of Class A common stock being purchased if the purchase price determined by Emmis for the shares of Class A common stock is less than the price checked below. A SHAREHOLDER WHO DESIRES TO TENDER SHARES OF CLASS A COMMON STOCK AT MORE THAN ONE PRICE MUST COMPLETE A SEPARATE NOTICE OF GUARANTEED DELIVERY AND/ OR LETTER OF TRANSMITTAL FOR EACH PRICE AT WHICH SHARES OF CLASS A COMMON STOCK ARE TENDERED. The same shares of Class A common stock cannot be tendered, unless previously properly withdrawn as provided in Section 4 of the Offer to Purchase, at more than one price.

PRICE (IN DOLLARS) PER SHARE AT WHICH SHARES

ARE BEING TENDERED

o $17.25

o $17.50

o $17.75

o $18.00

o $18.25

o $18.50

o $18.75

o $19.00

o $19.25

o $19.50

o $19.75

OR

          (2)  SHARES TENDERED AT PRICE DETERMINED UNDER THE TENDER OFFER (SEE INSTRUCTION 5 OF THE LETTER OF TRANSMITTAL)

          By checking the box below INSTEAD OF ONE OF THE BOXES UNDER “Shares Tendered at Price Determined by Shareholder,” the undersigned hereby tenders shares of Class A common stock at the purchase price, as the same shall be determined by Emmis in accordance with the terms of the Offer.

          o  The undersigned wants to maximize the chance of having Emmis purchase all of the shares of Class A common stock the undersigned is tendering (subject to the possibility of proration). Accordingly, by checking this box instead of one of the price boxes above, the undersigned hereby tenders shares of Class A common stock and is willing to accept the purchase price determined by Emmis in accordance with the terms of the Offer. This action could result in receiving a price per share as low as $17.25.

          CHECK ONLY ONE BOX UNDER (1) OR (2) ABOVE. IF MORE THAN ONE BOX IS CHECKED ABOVE, THERE IS NO VALID TENDER OF SHARES.

2

ODD LOTS

(See Instruction 14 of the Letter of Transmittal)

          To be completed only if shares of Class A common stock are being tendered by or on behalf of a person owning, beneficially or of record, an aggregate of fewer than 100 shares of Class A common stock. The undersigned either (check one box):

          o  Is the beneficial or record owner of an aggregate of fewer than 100 shares of Class A common stock, all of which are being tendered; or

          o  is a broker, dealer, commercial bank, trust company, or other nominee that (a) is tendering for the beneficial owner(s), shares with respect to which it is the record holder, and (b) believes, based upon representations made to it by the beneficial owner(s), that each such person is the beneficial owner of an aggregate of fewer than 100 shares of Class A common stock and is tendering all of the shares of Class A common stock.

          In addition, the undersigned is tendering shares of Class A common stock either (check one box):

          o  at the purchase price, as the same will be determined by Emmis in accordance with the terms of the Offer (persons checking this box need not indicate the price per share above); or

          o  at the price per share indicated above in the section captioned “Price (In Dollars) Per Share at Which Shares Are Being Tendered.”

CONDITIONAL TENDER

(See Instruction 13 of the Letter of Transmittal)

          A tendering shareholder may condition his or her tender of shares of Class A common stock upon Emmis purchasing a specified minimum number of the shares of Class A common stock tendered, all as described in Section 6 of the Offer to Purchase. Unless at least that minimum number of shares of Class A common stock you indicate below is purchased by Emmis pursuant to the terms of the Offer, none of the shares of Class A common stock tendered will be purchased. It is the tendering shareholder’s responsibility to calculate that minimum number of shares of Class A common stock that must be purchased if any are purchased, and each shareholder is urged to consult his or her own tax advisor. Unless this box has been checked and a minimum specified, your tender will be deemed unconditional.

          o  The minimum number of shares of Class A common stock that must be purchased, if any are purchased, is:                                                    shares.

          If, because of proration, the minimum number of shares of Class A common stock designated will not be purchased, Emmis may accept conditional tenders by random lot, if necessary. However, to be eligible for purchase by random lot, the tendering shareholder must have tendered all of his or her shares of Class A common stock and checked this box:

          o  The tendered shares of Class A common stock represent all shares of Class A common stock held by the undersigned.

3

Certificate Nos. (if available): 

Name(s) of Record Holder(s): 

(Please Type or Print)

Address(es): 

Zip Code: 

Daytime Area Code and Telephone Number: 

Signature(s): 

Dated: ______________________________, 2005

If shares will be tendered by book-entry transfer, check this box o and provide the following information:

Account Number at Book-Entry Transfer Facility:

THE GUARANTEE SET FORTH BELOW MUST BE COMPLETED.

GUARANTEE

(Not To Be Used For Signature Guarantee)

The undersigned, a firm that is a member in good standing of a recognized Medallion Program approved by the Securities Transfer Association, Inc., including the Securities Transfer Agents Medallion Program, the New York Stock Exchange, Inc. Medallion Signature Program or the Stock Exchange Medallion Program, or is otherwise an “eligible guarantor institution,” as that term is defined in Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), hereby guarantees (1) that the above named person(s) “own(s)” the shares of Class A common stock tendered hereby within the meaning of Rule 14e-4 under the Exchange Act, (2) that such tender of shares complies with Rule 14e-4 under the Exchange Act and (3) to deliver to the Depositary either the certificates representing the shares of Class A common stock tendered hereby, in proper form for transfer, or a book-entry confirmation (as defined in the Offer to Purchase) with respect to such shares, in any such case together with a properly completed and duly executed Letter of Transmittal (or a facsimile thereof), with any required signature guarantees, or an agent’s message (as defined in the Offer to Purchase) in the case of a book-entry delivery, and any other required documents, within three Nasdaq trading days (as defined in the Offer to Purchase) after the date hereof.

The eligible institution that completes this form must communicate the guarantee to the Depositary and must deliver the Letter of Transmittal and certificates for shares of Class A common stock to the Depositary within the time period shown herein. Failure to do so could result in financial loss to such eligible institution.

Name of Firm: 

Authorized Signature: 

Name: 

(Please Type or Print)

Title: 

Address: 

Zip Code: 

Area Code and Telephone Number: 

Dated: ______________________________, 2005

Note: Do not send certificates for shares of Class A common stock with this Notice.

Certificates for Shares of Class A common stock should be sent with your Letter of Transmittal.

4 EX-99.(A)(1)(D) 5 c95146exv99wxayx1yxdy.htm LETTER TO BROKERS, DEALERS, COMMERCIAL BANKS, TRUST COMPANIES AND OTHER NOMINEES

Exhibit (a)(1)(D)

Offer to Purchase for Cash

by

EMMIS COMMUNICATIONS CORPORATION

of

Up to 20,250,000 Shares of its Class A Common Stock

At a Purchase Price Not Greater Than $19.75 nor Less Than $17.25 Per Share

THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON MONDAY, JUNE 13, 2005, UNLESS THE OFFER IS EXTENDED.

May 16, 2005

To Brokers, Dealers, Commercial Banks,

Trust Companies and Other Nominees:

      We have been appointed by Emmis Communications Corporation, an Indiana corporation (“Emmis”), to act as Dealer Managers in connection with its offer to purchase for cash up to 20,250,000 shares of its Class A common stock, $0.01 par value per share (the “Class A common stock”), at a price, net to the seller in cash (subject to applicable withholding of United States federal, state and local taxes), without interest, not greater than $19.75 nor less than $17.25 per share, specified by such shareholders, upon the terms and subject to the conditions set forth in the Offer to Purchase dated May 16, 2005 (the “Offer to Purchase”) and the related Letter of Transmittal (which, together with any supplements or amendments thereto, collectively constitute the “Offer”). Please furnish copies of the enclosed materials to those of your clients for whom you hold shares of Class A common stock registered in your name or in the name of your nominee.

      Enclosed with this letter are copies of the following documents:

      1. Offer to Purchase dated May 16, 2005;

      2. Letter of Transmittal for your use in accepting the Offer and tendering shares of Class A common stock and for the information of your clients;

      3. A form of letter that may be sent to your clients for whose account you hold shares of Class A common stock in your name or in the name of a nominee, with space provided for obtaining such client’s instructions with regard to the Offer;

      4. Notice of Guaranteed Delivery with respect to shares of Class A common stock;

      5. Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9;

      6. Return envelope addressed to Wachovia Bank, N.A. as the Depositary; and

      7. Letter to shareholders from the Chief Executive Officer of Emmis.

      Certain conditions to the Offer are described in Section 7 of the Offer to Purchase.

      We urge you to contact your clients as promptly as possible. Please note that the Offer, proration period and withdrawal rights will expire at 12:00 midnight, New York City time, on Monday, June 13, 2005, unless the offer is extended.

      In all cases, payment for shares of Class A common stock accepted for payment pursuant to the Offer will be made only after timely receipt by the Depositary of (1) the certificates for (or a timely book-entry confirmation (as defined in the Offer to Purchase) with respect to) such shares, (2) a Letter of Transmittal (or a facsimile thereof), properly completed and duly executed, with any required signature guarantees, or, in the case of a book-entry transfer effected pursuant to the procedures set forth in Section 3 of the Offer to Purchase, an agent’s message (as defined in the Offer to Purchase), and (3) any other documents required by the Letter of Transmittal. Accordingly, tendering

shareholders may be paid at different times depending on when certificates for shares of Class A common stock or book-entry confirmations with respect to shares of Class A common stock are actually received by the depositary. Under no circumstances will interest be paid on the purchase price of the shares of Class A common stock regardless of any extension of, or amendment to, the Offer or any delay in paying for such shares.

      Emmis will not pay any fees or commissions to any broker or dealer or other person (other than the Dealer Managers, Information Agent and the Depositary, as described in the Offer to Purchase) in connection with the solicitation of tenders of shares of Class A common stock pursuant to the Offer. However, Emmis will, on request, reimburse you for customary mailing and handling expenses incurred by you in forwarding copies of the enclosed Offer materials to your clients.

      Questions and requests for additional copies of the enclosed material may be directed to the Information Agent at its address and telephone number set forth on the back cover of the Offer to Purchase.

Very truly yours,

Banc of America Securities LLC Deutsche Bank Securities Inc.

Nothing contained in this letter or in the enclosed documents shall render you or any other person the agent of Emmis, the Depositary, the Dealer Managers, the Information Agent or any affiliate of any of them or authorize you or any other person to give any information or use any document or make any statement on behalf of any of them with respect to the Offer other than the enclosed documents and the statements contained therein.

2 EX-99.(A)(1)(E) 6 c95146exv99wxayx1yxey.htm LETTER TO CLIENTS

Exhibit (a)(1)(E)

Offer to Purchase for Cash

by

EMMIS COMMUNICATIONS CORPORATION

of

Up to 20,250,000 Shares of Its Class A Common Stock

At a Purchase Price Not Greater Than $19.75 nor Less Than $17.25 Per Share

THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON MONDAY, JUNE 13, 2005, UNLESS THE OFFER IS EXTENDED.

To Our Clients:

      Enclosed for your consideration are the Offer to Purchase, dated May 16, 2005 (the “Offer to Purchase”), and the related Letter of Transmittal (which, together with any amendments or supplements thereto, collectively constitute the “Offer”), in connection with the offer by Emmis Communications Corporation, an Indiana corporation (“Emmis”), to purchase for cash up to 20,250,000 shares of its Class A common stock, $0.01 par value per share (the “Class A Common Stock”), at a price, net to the seller in cash, without interest, not greater than $19.75 nor less than $17.25 per share, on the terms and subject to the conditions of the Offer.

      On the terms and subject to the conditions of the Offer, Emmis will determine a single per share price, not greater than $19.75 nor less than $17.25 per share, that it will pay for shares of Class A common stock properly tendered and not properly withdrawn in the Offer, taking into account the total number of shares tendered and the prices specified by tendering shareholders. Emmis will select the lowest purchase price that will allow it to purchase 20,250,000 shares of Class A common stock, or if a lesser number of shares of Class A common stock are properly tendered, all shares of Class A common stock are properly tendered and not properly withdrawn, at prices not greater than $19.75 nor less than $17.25 per share. All shares of Class A common stock properly tendered at or below the purchase price and not properly withdrawn will be purchased at the purchase price selected by Emmis, on the terms and subject to the conditions of the Offer, including its proration provisions, “odd lot” provisions and conditional tender provisions. All shares of Class A common stock acquired in the Offer will be acquired at the same purchase price. Emmis reserves the right, in its sole discretion, to purchase more than 20,250,000 shares of Class A common stock in the Offer, subject to applicable law. Shares of Class A common stock tendered at prices greater than the purchase price and shares of Class A common stock not purchased because of proration provisions or conditional tenders will be returned to the tendering shareholders at Emmis’ expense promptly after the expiration of the Offer. See Section 1 and Section 3 of the Offer to Purchase.

      If the number of shares of Class A common stock properly tendered is less than or equal to 20,250,000 shares of Class A common stock (or such greater number of shares as Emmis may elect to purchase pursuant to the Offer), Emmis will, on the terms and subject to the conditions of the Offer, purchase at the purchase price selected by Emmis all shares of Class A common stock so tendered.

      On the terms and subject to the conditions of the Offer, if at the expiration of the Offer more than 20,250,000 shares of Class A common stock (or any such greater number of shares as Emmis may elect to purchase) are properly tendered at or below the purchase price, Emmis will buy shares of Class A common stock first, from all shareholders who own beneficially or of record, an aggregate of fewer than 100 shares of Class A common stock (an “Odd Lot Holder”) who properly tender all their shares of Class A common stock at or below the purchase price selected by Emmis, second, on a pro rata basis from all other shareholders who properly tender shares of Class A common stock at or below the purchase price selected by Emmis, subject to any conditional tenders, and third, if necessary to permit Emmis to purchase 20,250,000 shares of Class A common stock, from holders who have only tendered shares of Class A common stock subject to the condition that a specified minimum number of the holder’s shares of Class A common stock are purchased in the Offer as described in Section 6 of the Offer to Purchase (for which the condition was not initially satisfied, and provided the holders tendered all of their shares of Class A common stock) by random lot, to the extent feasible. See Section 1, Section 3 and Section 6 of the Offer to Purchase.

      We are the owner of record of shares of Class A common stock held for your account. As such, we are the only ones who can tender your shares of Class A common stock, and then only pursuant to your instructions. We are sending you the Letter of Transmittal for your information only; you cannot use it to tender shares of Class A common stock we hold for your account.

      Please instruct us as to whether you wish us to tender any or all of the shares of Class A common stock we hold for your account on the terms and subject to the conditions of the Offer.

      Please note the following:

      1. You may tender your shares of Class A common stock at prices not greater than $19.75 nor less than $17.25 per share, as indicated in the attached Instruction Form, net to you in cash, without interest.

      2. You should consult with your broker or other financial or tax advisor on the possibility of designating the priority in which your shares of Class A common stock will be purchased in the event of proration.

      3. The Offer is not conditioned on any minimum number of shares of Class A common stock being tendered. The Offer is, however, subject to certain other conditions set forth in the Offer to Purchase.

      4. The Offer, proration period and withdrawal rights will expire at 12:00 midnight, New York City time, on Monday, June 13, 2005, unless Emmis extends the Offer.

      5. The Offer is for 20,250,000 shares of Class A common stock, constituting approximately 36% of the total number of outstanding shares of both classes of common stock as of May 6, 2005.

      6. Tendering shareholders who are registered shareholders or who tender their shares of Class A common stock directly to Wachovia Bank, N.A. will not be obligated to pay any brokerage commissions or fees to Emmis or the Dealer Managers, solicitation fees, or, except as set forth in the Offer to Purchase and the Letter of Transmittal, stock transfer taxes on Emmis’ purchase of shares of Class A common stock under the Offer.

      7. If you wish to tender portions of your shares of Class A common stock at different prices, you must complete a separate Instruction Form for each price at which you wish to tender each such portion of your shares. We must submit separate Letters of Transmittal on your behalf for each price you will accept for each portion tendered.

      8. If you are an Odd Lot Holder and you instruct us to tender on your behalf all such shares of Class A common stock at or below the purchase price before the expiration of the Offer and check the box captioned “Odd Lots” on the attached Instruction Form, Emmis, on the terms and subject to the conditions of the Offer, will accept all such shares for purchase before proration, if any, of the purchase of other shares of Class A common stock properly tendered at or below the purchase price and not properly withdrawn.

      9. If you wish to condition your tender upon the purchase of all shares of Class A common stock tendered or upon Emmis’ purchase of a specified minimum number of the shares of Class A common stock which you tender, you may elect to do so and thereby avoid possible proration of your tender. Emmis’ purchase of shares of Class A common stock from all tenders which are so conditioned will be determined by random lot. To elect such a condition complete the section captioned “Conditional Tender” in the attached Instruction Form.

      If you wish to have us tender any or all of your shares of Class A common stock, please so instruct us by completing, executing, detaching and returning to us the attached instruction form. If you authorize us to tender your shares of Class A common stock, we will tender all your shares of Class A common stock unless you specify otherwise on the attached Instruction Form.

      Your prompt action is requested. Your Instruction Form should be forwarded to us in ample time to permit us to submit a tender on your behalf before the expiration of the Offer. Please note that the Offer, proration period and withdrawal rights will expire at 12:00 midnight, New York City time, on Monday, June 13, 2005 unless the Offer is extended.

      The Offer is being made solely under the Offer to Purchase and the related Letter of Transmittal and is being made to all record holders of shares of Class A common stock. The Offer is not being made to, nor will tenders be accepted from or on behalf of, holders of shares of Class A common stock residing in any jurisdiction in which the making of the Offer or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction.

2

Instruction Form

With Respect to

Offer to Purchase for Cash

by

EMMIS COMMUNICATIONS CORPORATION

of

Up to 20,250,000 Shares of its Class A Common Stock

At a Purchase Price Not Greater Than $19.75 nor Less Than $17.25 Per Share

     The undersigned acknowledge(s) receipt of your letter and the enclosed Offer to Purchase, dated May 16, 2005 (the “Offer to Purchase”), and the related Letter of Transmittal (which, together with any amendments or supplements thereto, collectively constitute the “Offer”), in connection with the offer by Emmis Communications Corporation, an Indiana corporation (“Emmis”), to purchase for cash up to 20,250,000 shares of its Class A common stock, $0.01 par value per share (the “Class A common stock”), at a price, net to the seller in cash, without interest, not greater than $19.75 nor less than $17.25 per share, specified by the undersigned, on the terms and subject to the conditions of the Offer.

     The undersigned hereby instruct(s) you to tender to Emmis the number of shares of Class A common stock indicated below or, if no number is indicated, all shares you hold for the account of the undersigned, at the price per share indicated below, on the terms and subject to the conditions of the Offer.

Number of shares of Class A common stock to be tendered:                                               shares*

*  Unless otherwise indicated, it will be assumed that all shares of Class A common stock held by us for your account are to be tendered.

         CHECK ONLY ONE BOX:

         (1)  SHARES TENDERED AT PRICE DETERMINED BY SHAREHOLDER (SEE INSTRUCTION 5 OF THE LETTER OF TRANSMITTAL)

By checking ONE of the following boxes below INSTEAD OF THE BOX UNDER “Shares Tendered at Price Determined Under the Tender Offer,” the undersigned hereby tenders shares of Class A common stock at the price checked. This action could result in none of the shares of Class A common stock being purchased if the purchase price determined by Emmis for the shares of Class A common stock is less than the price checked below. A SHAREHOLDER WHO DESIRES TO TENDER SHARES OF CLASS A COMMON STOCK AT MORE THAN ONE PRICE MUST COMPLETE A SEPARATE INSTRUCTION FORM FOR EACH PRICE AT WHICH SHARES OF CLASS A COMMON STOCK ARE TENDERED. The same shares of Class A common stock cannot be tendered, unless previously properly withdrawn as provided in Section 4 of the Offer to Purchase, at more than one price.

PRICE (IN DOLLARS) PER SHARE AT WHICH SHARES

ARE BEING TENDERED

o $17.25

o $17.50

o $17.75

o $18.00

o $18.25

o $18.50

o $18.75

o $19.00

o $19.25

o $19.50

o $19.75

OR

         (2)  SHARES TENDERED AT PRICE DETERMINED UNDER THE TENDER OFFER (SEE INSTRUCTION 5 OF THE LETTER OF TRANSMITTAL)

By checking the box below INSTEAD OF ONE OF THE BOXES UNDER “Shares Tendered at Price Determined by Shareholder,” the undersigned hereby tenders shares of Class A common stock at the purchase price, as the same shall be determined by Emmis in accordance with the terms of the Offer.

         o  The undersigned wants to maximize the chance of having Emmis purchase all of the shares of Class A common stock the undersigned is tendering (subject to the possibility of proration). Accordingly, by checking this box instead of one of the price boxes above, the undersigned hereby tenders shares of Class A common stock and is willing to accept the purchase price determined by Emmis in accordance with the terms of the Offer. This action could result in receiving a price per share as low as $17.25.

CHECK ONLY ONE BOX UNDER (1) OR (2) ABOVE. IF MORE THAN ONE BOX IS CHECKED ABOVE, THERE IS NO VALID TENDER OF SHARES.

ODD LOTS

(See Instruction 14 of the Letter of Transmittal)

To be completed only if shares of Class A common stock are being tendered by or on behalf of a person owning, beneficially or of record, an aggregate of fewer than 100 shares of Class A common stock.

o  By checking this box, the undersigned represents that the undersigned owns, beneficially or of record, an aggregate of fewer than 100 shares of Class A common stock and is tendering all of those shares.

In addition, the undersigned is tendering shares of Class A common stock either (check one box):

o  at the purchase price, as the same will be determined by Emmis in accordance with the terms of the Offer (persons checking this box need not indicate the price per share above); or

o  at the price per share indicated above in the section captioned “Price (In Dollars) Per Share at Which Shares Are Being Tendered.”

CONDITIONAL TENDER

(See Instruction 13 of the Letter of Transmittal)

A tendering shareholder may condition his or her tender of shares of Class A common stock upon Emmis purchasing a specified minimum number of the shares of Class A common stock tendered, all as described in Section 6 of the Offer to Purchase. Unless at least that minimum number of shares of Class A common stock you indicate below is purchased by Emmis pursuant to the terms of the Offer, none of the shares of Class A common stock tendered will be purchased. It is the tendering shareholder’s responsibility to calculate that minimum number of shares of Class A common stock that must be purchased if any are purchased, and you are urged to consult your own tax advisor. Unless this box has been checked and a minimum specified, the tender will be deemed unconditional.

o  The minimum number of shares of Class A common stock that must be purchased, if any are purchased, is:                                                    shares.

If, because of proration, the minimum number of shares of Class A common stock designated will not be purchased, Emmis may accept conditional tenders by random lot, if necessary. However, to be eligible for purchase by random lot, the tendering shareholder must have tendered all of his or her shares of Class A common stock and checked this box:

o  The tendered shares of Class A common stock represent all shares held by the undersigned.

      The method of delivery of this document is at the election and risk of the tendering shareholder. If delivery is by mail, then registered mail with return receipt requested, properly insured, is recommended. In all cases, sufficient time should be allowed to ensure timely delivery.

      Emmis’ Board of Directors has approved the Offer. However, neither Emmis nor any member of its Board of Directors, nor the Dealer Managers or the Information Agent makes any recommendation to shareholders as to whether they should tender or refrain from tendering their shares of Class A common stock or as to the purchase price or purchase prices at which they may choose to tender their shares of Class A common stock. Shareholders must make their own decision as to whether to tender their shares of Class A common stock and, if so, how many shares of Class A common stock to tender and the purchase price or purchase prices at which their shares of Class A common stock should be tendered. In doing so, shareholders should read carefully the information in the Offer to Purchase and in the related Letter of Transmittal, including Emmis’ reasons for making the Offer. See Section 2 of the Offer to Purchase. Shareholders should discuss whether to tender their shares of Class A common stock with their broker or other financial or tax advisor. Emmis’ directors and executive officers have advised Emmis that they do not intend to tender any of their own shares of Class A common stock in the Offer. See Section 10 of the Offer to Purchase.

2

Signature(s):

Name(s):

(Please Print)

Taxpayer Identification or Social Security Number:

Address(es):

(Including Zip Code)

Area Code/ Phone Number:

Date:

3 EX-99.(A)(1)(F) 7 c95146exv99wxayx1yxfy.htm GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER

Exhibit (a)(1)(F)

GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION

NUMBER ON SUBSTITUTE FORM W-9

      Guidelines for Determining the Proper Identification Number to Give the Payer. — Social Security numbers have nine digits separated by two hyphens i.e. 000-00-0000. Employer identification numbers have nine digits separated by only one hyphen i.e., 00-0000000. The table below will help determine the number to give the payer.

		Give the SOCIAL
		SECURITY number
For this type of account:		of —
1.	An individual’s account	The individual
2.	Two or more individuals (joint account)	The actual owner of the account or, if combined funds, the first individual on the account(1)
3.	Husband and wife (joint account)	The actual owner of the account or, if joint funds, either person(1)
4.	Custodian account of a minor (Uniform Gift to Minors Act)	The minor(2)
5.	Adult and minor (joint account)	The adult, or if the minor is the only contributor, the minor(1)
6.	Account in the name of guardian or committee for a designated ward, minor, or incompetent person	The ward, minor, or incompetent person(3)
7.	a. The usual revocable savings trust account (grantor is also trustee)	The grantor-trustee(1)
	b. So-called trust account that is not a legal or valid trust under State law	The actual owner(1)
8.	Sole proprietorship or single-owner LLC	The owner(4)

For this type of account:		Give the EMPLOYER IDENTIFICATION number of —
9.	A valid trust, estate, or pension trust	The legal entity (Do not furnish the identifying number of the personal representative or trustee unless the legal entity itself is not designated in the account title)(5)
10.	Corporate account or LLC electing corporate status on Form 8832	The corporation
11.	Association, club, religious, charitable, educational or other tax-exempt organization	The organization
12.	Partnership or multi-member LLC	The partnership
13.	Association, club or other tax-exempt organization	The organization
14.	A broker or registered nominee	The broker or nominee
15.	Account with the Department of Agriculture in the name of a public entity (such as a state or local government, school district or prison) that receives agricultural program payments	The public entity

(1)	List first and circle the name of the person whose number you furnish.
(2)	Circle the minor’s name and furnish the minor’s social security number.
(3)	Circle the ward’s, minor’s or incompetent person’s name and furnish such person’s social security number.
(4)	You must show your individual name. You may also enter your business name. You may use either your Social Security Number or your Employer Identification Number.
(5)	List first and circle the name of the legal trust, estate, or pension trust.

Note: If no name is circled when there is more than one name, the number will be considered to be that of the first name listed.

GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION

NUMBER ON SUBSTITUTE FORM W-9

Page 2

Obtaining a Number

If you don’t have a taxpayer identification number or you don’t know your number, obtain Form SS-5, Application for a Social Security Number Card (for individuals), or Form SS-4, Application for Employer Identification Number (for businesses and all other entities), at the local office of the Social Security Administration or the Internal Revenue Service (the “IRS”) and apply for a number.

Payees Exempt from Backup Withholding

Payees specifically exempted from backup withholding all payments include the following:

•  A corporation.

•  A financial institution.

•  An organization exempt from tax under section 501(a) of the Internal Revenue Code of 1986, as amended (the “Code”), or an individual retirement plan.

•  The United States or any agency or instrumentality thereof.

•  A State, the District of Columbia, a possession of the United States, or any subdivision or instrumentality thereof.

•  A foreign government, a political subdivision of a foreign government, or any agency or instrumentality thereof.

•  An international organization or any agency or instrumentality thereof.

•  A registered dealer in securities or commodities registered in the U.S., or a possession of the U.S.

•  A real estate investment trust.

•  A common trust fund operated by a bank under section 584(a) of the Code.

•  An exempt charitable remainder trust, or a non-exempt trust described in section 4947(a)(1) of the Code.

•  An entity registered at all times under the Investment Company Act of 1940.

•  A foreign central bank of issue.

Payments of dividends and patronage dividends not generally subject to backup withholding include the following:

•  Payments to nonresident aliens subject to withholding under Section 1441 of the Code.

•  Payments to partnerships not engaged in a trade or business in the U.S. and which have at least one nonresident partner.

•  Payments of patronage dividends where the amount received is not paid in money.

•  Payments made by certain foreign organizations.

•  Payments made to a nominee.

Payments of interest not generally subject to backup withholding include the following:

•  Payments of interest on obligations issued by individuals. Note: You may be subject to backup withholding if this Interest is $600 or more and is paid in the course of the Payer’s trade or business and you have not provided your correct taxpayer identification number to the payer.

•  Payments of tax-exempt interest (including exempt interest dividends under section 852 of the Code).

•  Payments described in section 6049(b)(5) of the Code to nonresident aliens.

•  Payments on tax-free covenant bonds under section 1451 of the Code.

•  Payments made by certain foreign organizations.

•  Payments made to a nominee.

EXEMPT PAYEES DESCRIBED ABOVE SHOULD FILE FORM W-9 TO AVOID POSSIBLE ERRONEOUS BACKUP WITHHOLDING. FILE THIS FORM WITH THE PAYER. FURNISH YOUR TAXPAYER IDENTIFICATION NUMBER, WRITE “EXEMPT” ON THE FACE OF THE FORM, SIGN AND DATE THE FORM AND RETURN IT TO THE PAYER. IF YOU ARE A NON-RESIDENT ALIEN OR A FOREIGN ENTITY NOT SUBJECT TO BACKUP WITHHOLDING, FILE WITH PAYER A COMPLETED INTERNAL REVENUE FORM W-8 (CERTIFICATE OF FOREIGN STATUS).

   Certain payments other than interest dividends, and patronage dividends, that are not subject to information reporting are also not subject to backup withholding. For details, see Sections 6041, 6041A(a), 6045, and 6050A and 6050N of the Code and the regulations promulgated therein.

   Privacy Act Notice — Section 6109 requires most recipients of dividends, interest, or other payments to give taxpayer identification numbers to payers who must report the payments to IRS. The IRS uses the numbers for identification purposes. Payers must be given the numbers whether or not recipients are required to file tax returns. Payers must generally withhold 28% of taxable interest, dividends and certain other payments to a payee who does not furnish a taxpayer identification number to a payer. Certain penalties may also apply.

Penalties

(1) Penalty for Failure to Furnish Taxpayer Identification Number — If you fail to furnish your taxpayer identification number to a payer, you are subject to a penalty of $50 for each such failure unless your failure is due to reasonable cause and not to willful neglect.

(2) Civil Penalty for False Information with Respect to Withholding — If you make a false statement with no reasonable basis which results in no imposition of backup withholding, you are subject to a penalty of $500.

(3) Criminal Penalty for Falsifying Information — Willfully falsifying certifications or affirmations may subject you to criminal penalties including fines and/or imprisonment.

FOR ADDITIONAL INFORMATION, CONTACT YOUR TAX

CONSULTANT OR THE INTERNAL REVENUE SERVICE.

2 EX-99.(A)(1)(H) 8 c95146exv99wxayx1yxhy.htm PRESS RELEASE

Exhibit (a)(1)(H)

For Immediate Release Contacts:

Monday, May 16, 2005 Walter Berger, EVP & CFO

Kate Snedeker, Media & Investor Relations

317.266.0100

EMMIS COMMUNICATIONS COMMENCES

DUTCH AUCTION TENDER OFFER

      INDIANAPOLIS, INDIANA – Emmis Communications Corporation (NASDAQ: EMMS) announced today that it has commenced its previously announced “Dutch Auction” tender offer to purchase up to 20,250,000 shares of its Class A common stock at a price per share not less than $17.25 and not greater than $19.75. The mid-point of this range represents approximately a 20% premium above the closing price per share of the Class A common stock of $15.45 on the Nasdaq National Market on May 9, 2005, the last trading day prior to Emmis’ announcement of its intent to commence the tender offer.

      The number of shares of Class A common stock proposed to be purchased in the Dutch Auction tender offer represents approximately 39% of the currently outstanding Class A shares and approximately 36% of the outstanding shares of Class A and Class B common stock. The closing price per share of the Class A common stock on Nasdaq on May 13, 2005 was $17.99 per share.

      Jeffrey H. Smulyan, Chairman and CEO of Emmis, said, “Investing in our own shares of Class A common stock is an attractive use of capital and an efficient means to provide value to our shareholders.”

      The purchase will be financed from a combination of new borrowings under Emmis’ existing credit facility and new debt financing. As a result, the tender offer is subject to the receipt of debt financing on terms and conditions satisfactory to Emmis, in its reasonable judgment, in an amount sufficient to purchase the Class A shares in the tender offer and to pay related fees and expenses.

      The tender offer will expire at 12:00 midnight, New York City time, on Monday, June 13, 2005, unless extended by Emmis. Tenders of Class A shares must be made on or prior to the expiration of the tender offer and may be withdrawn at any time on or prior to the expiration of the tender offer.

      Emmis will deliver for filing today Articles of Correction with the Indiana Secretary of State to correct the anti-dilution adjustment provisions of its outstanding convertible preferred stock. The Articles of Correction will implement the original agreement of the parties by correcting a mistake in the anti-dilution provisions relating to a tender offer by Emmis involving the purchase of shares of common stock for consideration representing more than 15% of the company’s market capitalization. Upon the completion of the “Dutch Auction” tender offer described above, the anti-dilution provisions, as originally filed, would have resulted in the holders of the convertible preferred stock receiving a substantially greater reduction in the conversion price than was the original expectation of the parties. The revised anti-dilution provisions in the Articles of Correction reflect the original intent of the parties by including a customary anti-dilution formula for tender offers. Emmis will file a lawsuit later today in Indiana State Court seeking, in part, a declaratory judgment authorizing the correction or reformation of the anti-dilution provisions in its second amended and restated Articles of Incorporation so that they are consistent with those in the Articles of Correction.

      The tender offer is contingent on Emmis either prevailing in the lawsuit for declaratory judgment or resolving the subject matter of the lawsuit in a manner satisfactory to it. Emmis intends to actively seek to settle the lawsuit in a manner that is consistent with the revised anti-dilution provisions in the Articles of Correction. If Emmis does not prevail in the lawsuit or resolve it in a timely manner, Emmis intends to examine other alternatives to deliver value to its shareholders, which may include reducing the size of the tender offer so that no anti-dilution adjustment is triggered.

      Smulyan, Emmis’ largest shareholder, has advised Emmis that he does not intend to tender any shares beneficially owned by him. The Company’s other directors and its executive officers also have advised Emmis that they do not intend to tender any shares in the tender offer.

      Under the procedures for a Dutch Auction tender offer, Emmis’ shareholders will have the opportunity to tender some or all of their Class A shares at a price within the $17.25 to $19.75 range per share. Based on the number of Class A shares tendered and the prices specified by the tendering shareholders, Emmis will determine the lowest per-share price within the range that will enable it to buy 20,250,000 Class A shares, or if a lesser number of Class A shares are properly tendered, all Class A shares that are properly tendered and not withdrawn. All Class A shares accepted in the tender offer will be purchased at the same determined price per share regardless of whether the shareholder tendered at a lower price. If holders of more than 20,250,000 Class A shares properly tender and do not withdraw their shares at or below the determined price per share, then Emmis will purchase Class A shares tendered by those shareholders owning fewer than 100 Class A shares without proration, and all other Class A shares will be purchased on a pro rata basis, subject to the conditional tender offer provisions that are described in the offer to purchase that is being distributed to shareholders. Shareholders whose Class A shares are purchased in the tender offer will be paid the determined purchase price net in cash, without interest, after the expiration of the offer period. The tender offer is not contingent upon any minimum number of Class A shares being tendered. The tender offer is subject, however, to a number of other terms and conditions described in the offer to purchase that is being distributed to shareholders. No brokerage fees or commissions will be charged to holders who tender their Class A shares.

      Neither Emmis nor its Board of Directors nor the dealer managers nor the information agent is making any recommendation to shareholders as to whether to tender or refrain from tendering their Class A shares into the tender offer. Shareholders must decide how many Class A shares they will tender, if any, and the price within the stated range at which they will offer their Class A shares for purchase by Emmis.

      The dealer managers for the tender offer are Banc of America Securities LLC and Deutsche Bank Securities Inc. and the information agent is Georgeson Shareholder Communications, Inc. The depositary is Wachovia Bank, N.A. The offer to purchase and related documents are being mailed to holder of record of Class A shares and also will be made available for distribution to beneficial owners of Class A shares. For questions and information, please call the information agent toll free at (866) 399-8748.

Emmis Communications — Great Media, Great People, Great Service®

      Emmis Communications is an Indianapolis-based diversified media firm with radio broadcasting, television broadcasting and magazine publishing operations. Emmis owns 23 FM and 2 AM domestic radio stations serving the nation’s largest markets of New York, Los Angeles and Chicago as well as Phoenix, St. Louis, Austin, Indianapolis and Terre Haute, IN. In addition, Emmis owns a radio network, international radio stations, 16 television stations, regional and specialty magazines and ancillary businesses in broadcast sales and book publishing.

      THIS PRESS RELEASE IS FOR INFORMATIONAL PURPOSES ONLY AND DOES NOT CONSTITUTE AN OFFER TO BUY OR THE SOLICITATION OF AN OFFER TO SELL SHARES OF EMMIS CLASS A COMMON STOCK. THE TENDER OFFER IS BEING MADE ONLY PURSUANT TO THE OFFER TO PURCHASE AND RELATED MATERIALS THAT EMMIS IS DISTRIBUTING TO ITS SHAREHOLDERS. SHAREHOLDERS AND INVESTORS SHOULD READ CAREFULLY THE OFFER TO PURCHASE AND RELATED MATERIALS BECAUSE THEY CONTAIN IMPORTANT INFORMATION. SHAREHOLDERS AND INVESTORS MAY OBTAIN A FREE COPY OF THE TENDER OFFER STATEMENT ON SCHEDULE TO, THE OFFER TO PURCHASE AND OTHER DOCUMENTS THAT EMMIS IS FILING WITH THE SECURITIES AND EXCHANGE COMMISSION AT THE COMMISSION’S WEB SITE AT WWW.SEC.GOV. SHAREHOLDERS AND INVESTORS ALSO MAY OBTAIN A COPY OF THESE DOCUMENTS, AS WELL AS ANY OTHER DOCUMENTS THAT EMMIS HAS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, WITHOUT CHARGE, FROM GEORGESON SHAREHOLDER COMMUNICATIONS, INC., THE INFORMATION AGENT FOR THE TENDER OFFER, TOLL FREE AT (866) 399-8748. SHAREHOLDERS ARE URGED TO CAREFULLY READ THESE MATERIALS PRIOR TO MAKING ANY DECISION WITH RESPECT TO THE OFFER.

2

      Certain statements included above which are not statements of historical fact, including financial data for quarters or other periods that are not yet completed and statements identified with the words “continues,” “expect,” “will,” or “would,” are intended to be, and are, identified as “forward-looking statements,” and involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of Emmis to be materially different from any future result, performance or achievement expressed or implied by such forward-looking statements. Such factors include, among others, general economic and business conditions; fluctuations in the demand for advertising; increased competition in the broadcasting industry including the implementation of competing formats in large markets; the attraction and retention of quality talent and other programming; public and governmental reaction to Emmis programming decisions; changes in the costs of programming; changes in interest rates; inability to grow through suitable acquisitions, including the desired radio; inability or delay in closing acquisitions or dispositions; terrorist attacks or other large-scale disasters; wars and other events creating economic uncertainty; and other factors mentioned in documents filed by Emmis with the Securities and Exchange Commission. Emmis does not undertake any obligation to publicly update or revise any forward-looking statements because of new information, future events or otherwise.

3 EX-99.(A)(1)(I) 9 c95146exv99wxayx1yxiy.htm SUMMARY ADVERTISEMENT

Exhibit (a)(1)(I)

      This announcement is neither an offer to purchase nor a solicitation of an offer to sell shares. The Offer is made solely by the Offer to Purchase, dated May 16, 2005, and the related Letter of Transmittal, and any amendments or supplements thereto. The Offer is not being made to, nor will tenders be accepted from or on behalf of, holders of shares of Class A common stock in any jurisdiction in which the making or acceptance of offers to sell shares would not be in compliance with the laws of that jurisdiction. In any jurisdiction where the securities, blue sky or other laws require the Offer to be made by a licensed broker or dealer, the Offer shall be deemed to be made on behalf of Emmis Communications Corporation by Banc of America Securities LLC and/or Deutsche Bank Securities Inc., the Dealer Managers for the Offer, or by one or more registered brokers or dealers licensed under the laws of that jurisdiction.

Notice of Offer to Purchase for Cash

by

EMMIS COMMUNICATIONS CORPORATION

of

Up to 20,250,000 Shares of its Class A Common Stock

At a Purchase Price Not Greater Than $19.75 Nor Less Than $17.25 Per Share

      Emmis Communications Corporation, an Indiana corporation (“Emmis”), is offering to purchase for cash up to 20,250,000 shares of its Class A common stock, par value $0.01 per share (the “Class A common stock”), upon the terms and subject to the conditions set forth in the Offer to Purchase, dated May 16, 2005, and in the related Letter of Transmittal, as they may be amended and supplemented from time to time (the “Offer”). Emmis is inviting its shareholders to tender their shares of Class A common stock at prices specified by the tendering shareholder that are not greater than $19.75 nor less than $17.25 per share, net to the seller in cash, without interest, upon the terms and subject to the conditions of the Offer.

      The Offer is not conditioned on any minimum number of shares of Class A common stock being tendered. The Offer is, however, subject to certain conditions set forth in the Offer to Purchase and the related Letter of Transmittal, including (i) the receipt by Emmis of debt financing on terms and conditions satisfactory to Emmis, in its reasonable judgment, in an amount sufficient to purchase shares of Class A common stock pursuant to the Offer and to pay related fees and expenses and (ii) the correction of the anti-dilution adjustments in Emmis’ outstanding convertible preferred stock.

THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON MONDAY, JUNE 13, 2005, UNLESS THE OFFER IS EXTENDED.

      The Board of Directors of Emmis has approved the Offer. However, neither Emmis nor its Board of Directors nor the Dealer Managers or the Information Agent is making any recommendation to its shareholders as to whether to tender or refrain from tendering their shares of Class A common stock, or as to the price or prices at which shareholders may choose to tender their shares of Class A common stock. Shareholders must make their own decisions as to whether to tender their shares of Class A common stock and, if so, how many shares of Class A common stock to tender and the price or prices at which they should tender their shares of Class A common stock. In so doing, you should read carefully the information in the Offer to Purchase and in the related Letter of Transmittal, including Emmis’ reasons for making the Offer. Emmis’ directors and executive officers have advised Emmis that they do not intend to tender any shares of Class A common stock in the Offer.

      Emmis will, upon the terms and subject to the conditions of the Offer, determine the single per share price, not greater than $19.75 nor less than $17.25 per share, net to the seller in cash, without interest, that it will pay for shares of Class A common stock properly tendered and not properly withdrawn in the Offer, taking into account the total number of shares so tendered and the prices specified by the tendering shareholders. Emmis will select the lowest purchase price (the “Purchase Price”) that will allow Emmis to purchase 20,250,000 shares of Class A common stock, or if a lesser number of shares of Class A common stock are properly tendered, all shares of Class A common stock that are properly tendered and not properly withdrawn, at prices at or below the Purchase Price. Emmis will purchase all shares of Class A common stock properly tendered, and not properly withdrawn, prior to the “expiration

time” (as defined below) at the Purchase Price, upon the terms and subject to the conditions of the Offer, including the “odd lot,” proration and conditional tender provisions.

      Under no circumstances will Emmis pay interest on the Purchase Price for the shares of Class A common stock, regardless of any delay in making payment. Emmis will acquire all shares of Class A common stock acquired in the Offer at the Purchase Price regardless of whether the shareholder selected a lower price. The term “expiration time” means 12:00 midnight, New York City time, on Monday, June 13, 2005, unless and until Emmis, in its sole discretion, shall have extended the period of time during which the Offer will remain open, in which event the term “expiration time” shall refer to the latest time and date at which the Offer, as so extended by Emmis, shall expire. Emmis reserves the right, in its sole discretion, to purchase more than 20,250,000 shares of Class A common stock under the Offer, subject to applicable law.

      For purposes of the Offer, Emmis will be deemed to have accepted for payment, and therefore purchased, shares of Class A common stock properly tendered (and not properly withdrawn) at or below the Purchase Price, subject to the odd lot, proration and conditional tender provisions of the Offer, only when, as and if Emmis gives oral or written notice to Wachovia Bank, N.A., the Depositary for the Offer, of its acceptance for payment of shares of Class A common stock under the Offer. Emmis will make payment for shares of Class A common stock tendered and accepted for payment under the Offer only after timely receipt by the Depositary of certificates for such shares or of timely confirmation of a book-entry transfer of such shares into the Depositary’s account at the “book-entry transfer facility” (as defined in the Offer to Purchase), a properly completed and duly executed Letter of Transmittal or a manually signed facsimile thereof or in the case of a book-entry transfer, an “agent’s message” (as defined in the Offer to Purchase), and any other documents required by the Letter of Transmittal.

      Upon the terms and subject to the conditions of the Offer, if more than 20,250,000 shares of Class A common stock, or such greater number of shares as Emmis may elect to purchase, subject to applicable law, have been properly tendered, and not properly withdrawn prior to the expiration time at prices at or below the Purchase Price, Emmis will purchase properly tendered shares of Class A common stock on the following basis:

•  first, from all holders of “odd lots” (holders of less than 100 shares) who properly tender all their shares of Class A common stock at or below the Purchase Price and do not properly withdraw them before the expiration time (partial tenders will not qualify for this preference);

•  second, on a pro rata basis from all other shareholders who properly tender shares of Class A common stock at or below the Purchase Price, other than shareholders who tender conditionally and whose conditions are not satisfied; and

•  third, only if necessary to permit Emmis to purchase 20,250,000 shares of Class A common stock (or such greater number of shares as Emmis may elect to purchase, subject to applicable law) from holders who have tendered shares of Class A common stock at or below the Purchase Price, subject to the condition that Emmis purchase a specified minimum number of the holder’s shares of Class A common stock if Emmis purchases any of the holder’s shares of Class A common stock in the Offer (for which the condition was not initially satisfied) by random lot, to the extent feasible. To be eligible for purchase by random lot, shareholders that conditionally tender their shares of Class A common stock must have tendered all of their shares.

      Emmis will return all other tendered shares of Class A common stock that it has not purchased promptly after the expiration time.

      Emmis expressly reserves the right, in its sole discretion, at any time and from time to time, to extend the period of time during which the Offer is open and thereby delay acceptance for payment of, and payment for, any shares of Class A common stock by giving oral or written notice of such extension to the Depositary and making a public announcement thereof 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. During any such extension, all shares of Class A common stock previously tendered and not properly withdrawn will remain subject to the Offer and to the right of a tendering shareholder to withdraw such shareholder’s shares.

2

      Emmis believes that the Offer is a prudent use of its financial resources given its business profile, assets and current market price, and that investing in its own shares is an attractive use of capital and an efficient means to provide value to its shareholders.

      Generally, a shareholder will be subject to U.S. federal income taxation when the shareholder receives cash from Emmis in exchange for the shares of Class A common stock that the shareholder tenders.

      Tenders of shares of Class A common stock under the Offer are irrevocable, except that such shares may be withdrawn at any time prior to the expiration time and, unless previously accepted for payment by Emmis under the Offer, may also be withdrawn at any time after 12:00 midnight, New York City time, on Tuesday, July 12, 2005. For such withdrawal to be effective, Wachovia Bank, N.A. must timely receive a written, telegraphic or facsimile transmission notice of withdrawal at its address set forth on the back cover page of the Offer to Purchase. Any such notice of withdrawal must specify the name of the tendering shareholder, the number of shares of Class A common stock to be withdrawn and the name of the registered holder of such shares.

      If the certificates for shares of Class A common stock to be withdrawn have been delivered or otherwise identified to the Depositary, then, before the release of such certificates, the serial numbers shown on such certificates must be submitted to the Depositary and the signature(s) on the notice of withdrawal must be guaranteed by an “eligible guarantor institution” (as defined in the Offer to Purchase), unless such shares have been tendered for the account of an eligible guarantor institution. If shares of Class A common stock have been tendered pursuant to the procedure for book-entry transfer set forth in the Offer to Purchase, any notice of withdrawal also must specify 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 such book-entry transfer facility’s procedures.

      Emmis will determine, in its sole discretion, all questions as to the form and validity of any notice of withdrawal, including the time of receipt, and such determination will be final and binding. None of Emmis, Wachovia Bank, N.A., as the Depositary, Georgeson Shareholder Communications, Inc., as the Information Agent, Banc of America Securities LLC and Deutsche Bank Securities Inc., as the Dealer Managers, or any other person will be under any duty to give notification of any defects or irregularities in any tender or notice of withdrawal or incur any liability for failure to give any such notification.

      The information required to be disclosed by Rule 13e-4(d)(1) under the Securities Exchange Act of 1934, as amended, is contained in the Offer to Purchase and is incorporated herein by reference.

      We are mailing promptly the Offer to Purchase and the related Letter of Transmittal to record holders of shares of Class A common stock whose names appear on Emmis’ shareholder list and will furnish the Offer to Purchase and the related Letter of Transmittal to brokers, dealers, commercial banks, trust companies and similar persons whose names, or the names of whose nominees, appear on the shareholder list or, if applicable, who are listed as participants in a clearing agency’s security position listing for subsequent transmittal to beneficial owners of shares of Class A common stock.

      The Offer to Purchase and the related Letter of Transmittal contain important information that you should read carefully before you make any decision with respect to the Offer. Shareholders may obtain additional copies of the Offer to Purchase and Letter of Transmittal from the Information Agent at the address and telephone number set forth below. The Information Agent will promptly furnish to shareholders additional copies of these materials at Emmis’ expense.

3

      Please direct any questions or requests for assistance to the Information Agent or the Dealer Managers at their respective telephone numbers and addresses set forth below. Please direct requests for additional copies of the Offer to Purchase, the Letter of Transmittal or the Notice of Guaranteed Delivery to the Information Agent at the telephone number and address set forth below. Shareholders may also contact their broker, dealer, commercial bank, trust company or nominee for assistance concerning the Offer. To confirm delivery of shares of Class A common stock, please contact the Depositary.

The Information Agent for the Offer is:

17 State Street, 10th Floor

New York, New York 10004

Banks and Brokerage Firms Call: (212) 440-9800

Shareholders Please Call: (866) 399-8748

      The Dealer Managers for the Offer are:

Banc of America Securities LLC	Deutsche Bank Securities Inc.
9 West 57th Street	60 Wall Street
New York, New York 10019	New York, NY 10005
(212) 583-8502	Information: (800) 735-7777
(888) 583-8900, extension 8502
(Call Toll-Free)

4 EX-99.(A)(1)(J) 10 c95146exv99wxayx1yxjy.htm LETTER TO SHAREHOLDERS FROM THE CEO

Exhibit (a)(1(J)

May 16, 2005

To Our Shareholders:

      Emmis Communications Corporation (“Emmis”), is offering to purchase up to 20,250,000 shares of its Class A common stock at a purchase price not greater than $19.75 nor less than $17.25 per share, net to you in cash, without interest. Emmis is conducting the tender offer through a procedure commonly referred to as a modified “Dutch Auction.” This procedure allows you to select the price within the $17.25 to $19.75 range at which you are willing to sell all or a portion of your shares of Class A common stock to Emmis. Alternatively, you can elect to sell all or a portion of your shares of Class A common stock to Emmis at the price determined by Emmis in accordance with the modified “Dutch Auction” process. On May 9, 2005, the last trading day prior to Emmis’ announcement of its intent to commence the tender offer, the last reported sale price of our shares of Class A common stock on the Nasdaq National Market was $15.45 per share. On May 13, 2005, the last trading day prior to commencement of the tender offer, the last reported sale price of our shares of Class A common stock on the Nasdaq National Market was $17.99 per share.

      Based on the number of shares of Class A common stock tendered and the prices specified by the tendering shareholders, Emmis will determine a single per share price within the $17.25 to $19.75 range that will allow it to buy 20,250,000 shares of Class A common stock (or such lesser number of shares of Class A common stock that are properly tendered). We will purchase the shares of Class A common stock that are properly tendered at or below that purchase price (and are not properly withdrawn), subject to possible proration and provisions relating to the tender of “odd lots” and conditional tenders, for cash at that purchase price, net to the selling shareholder.

      If you do not wish to participate in the tender offer, you do not need to take any action.

      The tender offer is explained in detail in the enclosed Offer to Purchase and related Letter of Transmittal. If you wish to tender your shares of Class A common stock, instructions on how to tender shares of Class A common stock are provided in the enclosed materials. I encourage you to read these materials carefully before making any decision with respect to the tender offer. Neither Emmis nor any member of its Board of Directors, nor the Dealer Managers or the Information Agent makes any recommendation to you as to whether you should tender or refrain from tendering your shares of Class A common stock or as to the purchase price or purchase prices at which you may choose to tender your shares of Class A common stock. You must make your own decision as to whether to tender your shares of Class A common stock and, if so, how many shares of Class A common stock to tender and the purchase price or purchase prices at which your shares of Class A common stock should be tendered. In doing so, you should read carefully the information in the Offer to Purchase and in the related Letter of Transmittal including our reasons for making the tender offer. You should also discuss whether to tender your shares of Class A common stock with your broker or other financial or tax advisor. Emmis’ directors and executive officers have indicated that they do not intend to tender any of their own shares of Class A common stock in the tender offer as more specifically discussed in Section 11 of the Offer to Purchase.

      Please note that the tender offer is scheduled to expire at 12:00 midnight, New York City time, on Monday, June 13, 2005, unless we extend it.

      Any shareholder whose shares of Class A common stock are properly tendered directly to Wachovia Bank, N.A., the Depositary for the tender offer, and purchased in the tender offer, will not incur the usual transaction costs associated with open market sales. If you hold shares of Class A common stock through a broker or bank, you should consult your broker or bank to determine whether any transaction costs are applicable. If you own fewer than 100 shares of Class A common stock, the tender offer is an opportunity for you to sell your shares of Class A common stock without having to pay “odd lot” discounts.

      If you have any questions regarding the tender offer or need assistance in tendering your shares of Class A common stock, please contact the Dealer Managers for the tender offer, Banc of America Securities LLC at (212) 583-8502 or Deutsche Bank Securities Inc. at (800) 735-7777, or Georgeson Shareholder Communications, Inc., the Information Agent for the tender offer, at (866) 399-8748.

Sincerely,

Jeffrey H. Smulyan

Chief Executive Officer, President and

Chairman of the Board

EX-99.(A)(1)(C)

exv99wxayx1yxcy

EX-99.(A)(1)(D)

exv99wxayx1yxdy

EX-99.(A)(1)(E)

exv99wxayx1yxey

EX-99.(A)(1)(F)

exv99wxayx1yxfy

EX-99.(A)(1)(H)

exv99wxayx1yxhy

EX-99.(A)(1)(I)

exv99wxayx1yxiy

EX-99.(A)(1)(J)

exv99wxayx1yxjy

EX-99.(A)(1)(K)

Exhibit (a)(1)(K)

The Emmis Operating Company Benefits Committee

IMMEDIATE ATTENTION REQUIRED

May 16, 2005

Re: Emmis Operating Company 401(k) Plan and

Emmis Operating Company 401(k) Plan Two (the “401(k) Plans”)

Dear Plan Participant:

      Emmis Communications Corporation (the “Company”) has initiated an offer (the “Offer”) to purchase for cash up to 20,250,000 shares of its Class A common stock at a price of not greater than $19.75 nor less than $17.25 per share. The Company is making this Offer to all holders of the Company’s Class A common stock and wishes to extend this Offer to participants in the 401(k) Plan who maintain a portion of their account in the Company’s Class A common stock.

      If a portion of your 401(k) Plan account is invested in the Company’s Class A common stock, you have the right to instruct the 401(k) Plans’ trustee, Merrill Lynch Trust Co., FSB (the “Trustee”), to tender (that is, offer to sell to the Company) some or all of the Class A common stock held in your 401(k) Plan account in accordance with the enclosed documents.

      To exercise this right, you must call the Merrill Lynch Participant Services Line at (800) 229-9040 by 6:00 P.M., NEW YORK CITY TIME, ON THURSDAY, JUNE 9, 2005, unless the Offer is extended by the Company.

      If your direction to tender is accepted, proceeds from the sale will be deposited into your 401(k) Plan account and invested in the Plan’s Merrill Lynch Retirement Preservation Trust until you reallocate the proceeds based on your personal investment strategy.

Your Tender Decision

      The decision whether to tender some or all of your shares is yours, and none of the Trustee, the Company’s Benefits Committee, the Company’s Board of Directors or the Company is recommending that you instruct the Trustee to tender or refrain from tendering your shares. In making your decision, you should consider your personal investment and retirement goals and whether the total return on your 401(k) Plan investments is likely to be greater by retaining your shares or by tendering shares and reinvesting the sale proceeds (if the tender is accepted). On one hand, by selling a portion of your shares, you may give up some value if the Company’s stock appreciates faster than the alternative funds in which you invest the tender proceeds. On the other hand, the Offer provides you with an opportunity to diversify your holdings in the Company’s stock at a price potentially above the current trading price.

Affix label with

participant’s name, address and account

number

Important Documents Enclosed

      Enclosed are Offer documents and an Instruction Form to use as a guide when you call the Merrill Lynch Participant Services Line. The “Letter To Participants in the Emmis Operating Company 401(k) Plans” summarizes the Offer, your rights under the 401(k) Plan in which you participate and the procedures for directing the Trustee to tender in the Offer. You should have a copy of the Instruction Form in front of you when you call the Merrill Lynch Participant Services Line at (800) 229-9040, as the Merrill Lynch representative will walk through the form with you and ask you the questions on it. You should also review the more detailed explanation of the transaction provided in the other tender offer materials enclosed with this letter, including the Offer to Purchase and the related Letter of Transmittal. It is important that you read the enclosed documents carefully before you make a decision whether or not to instruct the Trustee to tender any of your shares.

Important Dates and Times

May 16, 2005	The Company initiates offer to shareholders
6:00 p.m., NYC Time, Thursday, June 9, 2005	Deadline to call the Merrill Lynch Participant Services Line at (800) 229-9040 if you wish to instruct the Trustee to tender your shares (unless the Offer is extended)
Midnight, NYC Time, Monday, June 13, 2005	The Offer expires (unless the Offer is extended by the Company)

      Note: If you choose to tender some or all of your shares, your ability to sell those shares, and your rights to receive loans or distributions relating to those shares, will be restricted for a short time beginning on the day prior to the expiration of the Offer. The enclosed “Letter to Participants in the Emmis Operating Company 401(k) Plans” explains these restrictions, and we urge you to read it carefully before making any decision.

      Note also that tendering shares held in your 401(k) Plan account in the Offer will not cause you to recognize any immediate tax gain or loss, and will not result in any distribution being made to you from the 401(k) Plans. Please refer to Item 10 of the enclosed “Letter to Participants in the Emmis Operating Company 401(k) Plans” for additional tax information relating to the Offer and your 401(k) Plan account.

Deadline

      To direct the Trustee to tender your shares, you must call the Merrill Lynch Participant Services Line at (800) 229-9040 by 6:00 P.M., NEW YORK CITY TIME, ON THURSDAY, JUNE 9, 2005, unless the Offer is extended by the Company. This deadline is necessary for the Benefits Committee and the Trustee to have sufficient time to process your instructions before the Offer expires. The Offer itself is scheduled to expire at 12:00 midnight, New York City Time, on Monday, June 13, 2005 unless extended by the Company.

      If you do not wish the Trustee to tender any of the shares in your 401(k) Plan account, you should call the Merrill Lynch Participant Services Line at (800) 229-9040 with the Instruction Form in front of you and tell the representative you have selected Alternative 2 in Step 1 (“I do NOT wish to tender any shares of Class A common stock held in my 401(k) Plan account”). Please be aware that the Benefits Committee as the applicable plan fiduciary for the 401(k) Plans will determine whether and at what price to tender shares in the Offer for all shares held in the 401(k) Plans for which no instructions are received from participants. Therefore, to ensure that none of your shares are tendered you must call the Merrill Lynch Participant Services Line and select Alternative 2 in Step 1.

Confidentiality

      Your tender instructions are strictly confidential and it will not be disclosed whether you tendered any portion of your shares unless required to do so by law or to deliver proceeds to your 401(k) Plan account. You should feel free to instruct the Trustee to tender or not tender, as you think best.

2

Questions?

      If you have any questions or comments concerning the procedure for the Offer, please also contact the Merrill Lynch Participant Services Line at (800) 229-9040.

Sincerely,

The Emmis Operating Company Benefits Committee

3

Offer to Purchase for Cash

by

EMMIS COMMUNICATIONS CORPORATION

of

Up to 20,250,000 Shares of its Class A Common Stock

at a Purchase Price Not Greater than $19.75

nor less than $17.25 per Share

THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON MONDAY, JUNE 13, 2005, UNLESS THE OFFER IS EXTENDED

To Participants in the Emmis Operating Company 401(k) Plans:

      Emmis Communications Corporation (the “Company”) has announced an offer to purchase for cash up to 20,250,000 shares (or such lesser number of shares as are properly tendered and not properly withdrawn) of its Class A common stock, $0.01 par value per share (the “Shares”), at a price not greater than $19.75 nor less than $17.25 per Share, net to the seller in cash, without interest (the “Offer”). The Offer is being made upon the terms and subject to the conditions set forth in the Offer to Purchase and the related Letter of Transmittal, which are enclosed, as amended or supplemented from time to time.

      As a participant in the Emmis Operating Company 401(k) Plan or Emmis Operating Company 401(k) Plan Two (the “401(k) Plans”), a portion of your 401(k) Plan account may be invested in Shares. In accordance with this Offer, you may instruct the 401(k) Plans’ trustee, Merrill Lynch Trust Co., FSB (the “Trustee”), to tender (in other words, offer to sell to the Company) some or all of the Shares held in your 401(k) Plan account.

      You may determine the number of Shares in your 401(k) Plan account from time to time by calling the Merrill Lynch Participant Services Line at (800) 229-9040. Please note that the number of Shares credited to your 401(k) Plan account may change prior to the expiration of the Offer as a result of additional matching contribution being made to the 401(k) Plans, as well as by any investment changes you may make.

      If you would like to direct the tender of some or all of the Shares in your 401(k) Plan account in response to the Offer, you must call the Merrill Lynch Participant Services Line at (800) 229-9040, no later than 6:00 p.m., New York City time, on Thursday, June 9, 2005, unless the Offer is extended by the Company.

      The Offer. The Company is conducting the Offer through a procedure called a “modified Dutch Auction.” The Company will select the lowest purchase price (the “Purchase Price”) that is produced by the tender offer process (within the range of share prices specified above) that will allow it to purchase 20,250,000 Shares, or such lesser number of Shares as are properly tendered and not properly withdrawn pursuant to the Offer. This procedure allows shareholders to select the price (in multiples of $0.25) within a price range ($17.25 to $19.75 per Share) at which they are willing to sell Shares. The Company will select the lowest purchase price that will allow it to buy 20,250,000 Shares or, if a lesser number of Shares are properly tendered, all Shares that are properly tendered and not withdrawn. Shares the Company purchases in the Offer will be at the same price, even if a shareholder has selected a lower price, but the Company will not purchase any Shares above the Purchase Price it determines. Accordingly, all Shares properly tendered at prices at or below the Purchase Price and not properly withdrawn will be purchased at the Purchase Price, subject to the conditions of the Offer and the “odd lot,” proration and conditional tender provisions described in the Offer to Purchase. The Company reserves the right, in its sole discretion, to purchase more than 20,250,000 Shares pursuant to the Offer, subject to compliance with applicable law.

      Providing Tender Instructions. In order to instruct the Trustee to tender any portion of the Shares held in your 401(k) Plan account, you must call the Merrill Lynch Participant Services Line at (800) 229-9040 no later than 6:00 p.m., New York City time, on Thursday, June 9, 2005. Please have the Instruction Form attached to this letter

in front of you when you call as the Merrill Lynch representative will walk through the form with you and ask you the questions on it. All participant instructions timely received by the Trustee will be combined and submitted in one or more Letters of Transmittal by the Trustee as necessary, on behalf of all 401(k) Plan participants who timely instructed the Trustee to tender all or a portion of the Shares held in their 401(k) Plan accounts at the prices selected by 401(k) Plan participants.

      If you do not wish the Trustee to tender any of the Shares in your account, you should call the Merrill Lynch Participant Services Line at (800) 229-9040. Please be aware that the Benefits Committee, as the applicable plan fiduciary of the 401(k) Plans, will determine whether and at what price the Trustee shall tender in the Offer all Shares held by the 401(k) Plans for which no instructions are received from participants. Therefore, to ensure that none of the Shares in your account are tendered you must call the Merrill Lynch Participant Services Line and tell the representative you do not wish the Trustee to tender any Shares in your account and you are selecting Alternative 2 in Step 1 on the attached Instruction Form.

      Because the terms and conditions of the Letter of Transmittal will govern the tender of Shares held in accounts under the 401(k) Plans, you should read the Letter of Transmittal carefully. The Letter of Transmittal, however, is furnished to you for your information only and cannot be used by you to tender Shares that are held in your 401(k) Plan account. If you hold Shares outside of the 401(k) Plan, you will receive a separate mailing with respect to your right to tender those Shares, and you must comply with the instructions in that mailing if you wish to tender any or all of those Shares. Similarly, if you have an account in the Emmis Operating Company Profit Sharing Plan which holds Shares, you will receive a separate mailing with respect to your right to instruct the Trustee of that plan to tender any or all of those Shares. You should also read the Offer to Purchase carefully before making any decision regarding the Offer.

      Please note the following:

      1. If you do not call the Merrill Lynch Participant Services Line before 6 p.m. on June 9, 2005, your instruction will not be honored. The Offer will expire at 12:00 Midnight, New York City time, on Monday, June 13, 2005, unless the expiration date of the Offer is extended. Consequently, to allow time for processing, you must call the Merrill Lynch Participant Services Line at (800) 229-9040 no later than 6:00 p.m., New York City time, on Thursday, June 9, 2005, unless the Offer is extended by the Company.

      2. Please have the Instruction Form attached to this letter in front of you when you call the Merrill Lynch Participant Services Line, as the Merrill Lynch representative will walk through the form with you and ask you the questions on it. You must specify what percentage of the Shares held in your 401(k) Plan account you wish the Trustee to tender and at what price between $17.25 and $19.75 (in $0.25 increments) you want the Trustee to tender such Shares. If you want the Trustee to tender Shares at more than one price, you must tell the services line representative. If you do not wish the Trustee to tender any Shares in your account, you should tell that to the services line representative and that you are selecting Alternative 2 in Step 1 on the Instruction Form — that you do not wish the Trustee to tender any of the Shares held in your 401(k) Plan account. Please be aware that the Benefits Committee, as the applicable plan fiduciary for the 401(k) Plans, will determine whether and at what price the Trustee shall tender in the Offer all Shares held in the 401(k) Plans for which no instructions are received from participants. Therefore, to ensure that none of the Shares in your account are tendered you must call the Merrill Lynch Participant Services Line and tell the representative you do not wish the Trustee to tender any Shares in your account.

      3. Shares held in your 401(k) Plan account may be tendered at prices not greater than $19.75 nor less than $17.25 per Share. However, the 401(k) Plan is prohibited by law from selling Shares to the Company for a price that is less than the prevailing market price of the Company’s Class A common stock. Accordingly, if you elect to tender Shares at a price that is lower than the closing price of the Company’s common stock on the date the Offer expires, the tender price you elect will be deemed to have been increased to the closest tender price that is not less than the closing price of the Company’s Class A common stock on the Nasdaq National Market System on the date the Offer expires. This could result in the selected percentage of your Shares not being purchased in the Offer. If the closing price of the Company’s Class A common stock on the date the Offer expires is greater than the maximum price available in the Offer, none of the Shares in the 401(k) Plans will be tendered and your tender instructions will be deemed to have been withdrawn.

2

      4. The Offer is for up to 20,250,000 Shares, constituting approximately 39% of the outstanding Shares of the Company as of May 6, 2005. The Offer is not conditioned on any minimum number of Shares being tendered. The Offer is, however, subject to other conditions described in the Offer to Purchase.

      5. The Company’s Board of Directors has approved the making of the Offer. However, none of the Company, the Company’s Board of Directors, the Trustee or the Benefits Committee is making any recommendation whether you should instruct the Trustee to tender or refrain from tendering the Shares in your account or at what purchase price you should instruct the Trustee to tender your Shares. You must make your own decision as to whether to instruct the Trustee to tender your Shares and, if so, how many Shares to tender and the price or prices at which the Trustee will tender them. The Company’s directors and executive officers have informed the Company that they do not intend to tender their own Shares pursuant to the Offer.

      6. Participants will not be obligated to pay any brokerage fees or commissions or solicitation fees in connection with the tender of Shares held in their 401(k) Plan accounts. Participants will not be obligated to pay any stock transfer taxes on the transfer of Shares held in their 401(k) Plan accounts pursuant to the Offer.

      7. As more fully described in the Offer to Purchase, tenders will be deemed irrevocable unless timely withdrawn. Consequently, if you instruct the Trustee to tender the Shares held in your 401(k) Plan account, and you subsequently decide to change or withdraw your instructions, you may do so by calling the Merrill Lynch Participant Services Line at (800) 229-9040. However, the new directions will be effective only if you call before 6:00 p.m., New York City time, on Thursday, June 9, 2005, unless the Offer is extended. The Offer is scheduled to expire at 12:00 Midnight, New York City time, on Monday, June 13, 2005.

      8. Contributions to the 401(k) Plans and investments in the Company stock fund may continue throughout the Offer. FOR ADMINISTRATIVE PURPOSES, PARTICIPANTS WHO INSTRUCT THE TRUSTEE TO TENDER ALL OR A PORTION OF THE SHARES IN THEIR ACCOUNTS WILL NOT BE ABLE TO DIRECT THE DISPOSITION OF THE TENDERED PORTION OF THE SHARES IN THEIR ACCOUNTS, OR REQUEST A LOAN OR DISTRIBUTION THAT RELATES TO THE TENDERED PORTION OF THOSE SHARES, AT ANY TIME AFTER 6:00 P.M. NEW YORK CITY TIME ON THURSDAY, JUNE 9, 2005 (UNLESS THE OFFER IS EXTENDED) UNTIL 5:00 P.M., NEW YORK CITY TIME, ON THE BUSINESS DAY FOLLOWING THE DATE THE COMPANY GIVES ORAL OR WRITTEN NOTICE TO WACHOVIA BANK, N.A., THE DEPOSITARY FOR THIS OFFER, OF ITS ACCEPTANCE OF SHARES FOR PAYMENT IN THE OFFER.

      PARTICIPANTS WHOSE DIRECTION TO TENDER IS ACCEPTED BY THE COMPANY WILL CONTINUE TO BE PROHIBITED FROM DIRECTING THE DISPOSITION OF THE TENDERED PORTION OF THE SHARES IN THEIR ACCOUNTS, AND WILL BE PROHIBITED FROM REQUESTING A LOAN OR DISTRIBUTION THAT RELATES TO THE TENDERED PORTION OF THOSE SHARES, UNTIL THE 401(k) PLANS RECEIVE THE PROCEEDS FROM THE TENDER OFFER AND COMPLETE THE TRANSFER OF THE TENDERED PORTION OF THE SHARES INTO THE MERRILL LYNCH RETIREMENT PRESERVATION TRUST.

      YOU SHOULD EVALUATE THE APPROPRIATENESS OF YOUR CURRENT INVESTMENT DECISIONS IN LIGHT OF THE FOREGOING LIMITATIONS.

      PARTICIPANTS WHO INSTRUCT THE TRUSTEE TO SUBMIT A TENDER OFFER FOR ONLY A PORTION OF THE SHARES IN THEIR ACCOUNTS WILL ONLY BE SUBJECT TO THE LIMITATIONS DESCRIBED ABOVE AS THEY RELATE TO THE TENDERED PORTION OF THOSE SHARES. PARTICIPANTS WHO DO NOT CALL THE MERRILL LYNCH PARTICIPANT SERVICES LINE AT (800) 229-9040 AND SUBMIT A DIRECTION FOR ANY PORTION OF THE SHARES IN THEIR ACCOUNTS WILL NOT BE SUBJECT TO THE LIMITATIONS DESCRIBED ABOVE (EXCEPT AS TO SHARES WHICH THE BENEFITS COMMITTEE INSTRUCTS THE TRUSTEE TO TENDER ON BEHALF OF PARTICIPANTS WHO DO NOT TAKE ANY ACTION). You will receive additional communications regarding any such restrictions if the Benefits Committee elects to instruct the Trustee to tender shares on behalf of 401(k) Plan participants who take no action.

3

      PARTICIPANTS WHO CALL THE MERRILL LYNCH PARTICIPANT SERVICES LINE AND SUMBIT A DIRECTION NOT TO TENDER ANY SHARES (ALTERNATIVE 2 IN STEP 1 OF THE ATTACHED INSTRUCTION FORM) WILL NOT BE SUBJECT TO THE LIMITATIONS DESCRIBED ABOVE.

      9. If you instruct the Trustee to tender Shares in your 401(k) Plan account and such Shares are accepted, the cash tender proceeds will be deposited into your 401(k) Plan account and invested in the 401(k) Plan’s Merrill Lynch Retirement Preservation Trust until you allocate the proceeds among the various investment funds under the 401(k) Plan according to your personal investment strategy.

      10. While you will not recognize any immediate tax gain or loss as a result of the Offer or the sale of Shares in the Offer, the tax treatment of future withdrawals by you or distributions to you from one of the 401(k) Plans may be adversely affected by a tender and sale of Shares within that Plan. Specifically, under current federal income tax rules, the entire value of a distribution from one of the 401(k) Plans is taxable immediately at ordinary income rates, unless rolled over to an individual retirement account or another tax-qualified retirement plan. However, if you receive a lump sum distribution from one of the 401(k) Plans which includes Shares that have increased in value from the price at which they were acquired by that Plan, under certain circumstances you may have the option of not paying tax on this increase in value, which is called “net unrealized appreciation,” until you sell those Shares. When the Shares are sold, any gain up to the amount of the untaxed net unrealized appreciation is taxed as long-term capital gain rather than at ordinary income tax rates, which will apply to all other distributions from the 401(k) Plan and which may be a higher rate for certain participants. If Shares credited to your individual 401(k) Plan account are purchased by the Company in the Offer, you will no longer be able to take advantage of this tax benefit with respect to the Shares purchased by the Company in the Offer (unless you elect to reinvest in the Company stock fund within 90 days after the purchase). You can find additional tax information relating to the Offer in the Offer to Purchase. You are further advised to consult with your tax advisor concerning your decision to participate in the Offer.

If you wish the Trustee to tender the Shares in your account or wish to ensure that none of your Shares are tendered, you must call the Merrill Lynch Participant Services Line at (800) 229-9040.

4

HAVE THIS INSTRUCTION FORM IN FRONT OF YOU WHEN YOU CALL THE MERRILL LYNCH

PARTICIPANT SERVICES LINE AT (800) 229-9040.

INSTRUCTION FORM

STEP 1 Please check one:

      Alternative 1: o     I wish to instruct the Trustee to tender      % (indicate a percentage from 1% to 100%) of the shares of Class A common stock held in my 401(k) Plan account. (Complete Step 2)

      Alternative 2: o     I do NOT wish to instruct the Trustee to tender any of the shares of Class A common stock held in my 401(k) Plan account. (Do not complete Step 2). Select this alternative if you want to be certain that none of your shares of Class A Common stock are tendered in the Offer.

STEP 2 If you wish to tender, check one Option below. If you choose Option A, you must also check a box to indicate your tender price.

o Option A*

o Option B*

By checking ONE of the following boxes below INSTEAD OF OPTION B you hereby tender shares of Class A common stock held in the 401(k) Plan at the price checked. This action could result in none of the shares of Class A common stock being purchased if the purchase price determined by the Company for the shares of Class A common stock is less than the price checked below. The same shares of Class A common stock cannot be tendered, unless previously properly withdrawn as provided in Section 4 of the Offer to Purchase, at more than one price. PRICE (IN DOLLARS) PER SHARE AT WHICH SHARES ARE BEING TENDERED o $17.25   o $18.75 o $17.50   o $19.00 o $17.75   o $19.25 o $18.00   o $19.50 o $18.25   o $19.75 o $18.50

Check this Option if you want to maximize the chance of having the Company accept for purchase all of the percentage of your Shares shown in Step 1 (subject to the possibility of proration). Accordingly, by checking this box, you are tendering the percentage of your Shares shown in Step 1 and are willing to accept the purchase price determined by the Company in accordance with the terms of the Offer. You understand that this action could result in receiving a price per Share as low as $17.25.

*  Please note that the 401(k) Plans are prohibited from selling shares of Class A common stock to the Company for a price that is less than the prevailing market price of the Company’s of Class A common stock. Accordingly, if you elect to tender shares at a price that is lower than the closing price of the Company’s Class A common stock on the date the Offer expires, the tender price you elect will be deemed to have been increased to the closest tender price that is not less than the closing price of the Company’s of Class A common stock on the Nasdaq National Market System on the date the Offer expires. This could result in the selected percentage of your shares not being purchased in the Offer. If the closing price of the Company’s common stock on the date the Offer expires is greater than the maximum price available in the Offer, none of the shares will be tendered and your tender will be deemed to have been withdrawn.

The method of delivery of this document is at the option and risk of the tendering participant. In all cases, sufficient time should be allowed to assure delivery.

5 EX-99.(A)(1)(L) 12 c95146exv99wxayx1yxly.htm LETTER TO PARTICIPANTS IN THE PROFIT SHARING PLAN

Exhibit (a)(1)(L)

The Emmis Operating Company Benefits Committee

IMMEDIATE ATTENTION REQUIRED

May 16, 2005

Re:     Emmis Operating Company Profit Sharing Plan (“Plan”)

Dear Plan Participant:

      Emmis Communications Corporation (the “Company”) has initiated an offer (the “Offer”) to purchase for cash up to 20,250,000 shares of its Class A common stock at a price of not greater than $19.75 nor less than $17.25 per share. The Company is making this Offer to all holders of the Company’s Class A common stock and wishes to extend this Offer to participants in the Plan.

      You have the right to instruct the Plan’s trustee, Jeffrey H. Smulyan (the “Trustee”), to tender (that is, offer to sell to the Company) some or all of the Class A common stock held in your account in the Plan in accordance with the enclosed documents.

      To exercise this right, you must complete the enclosed Instruction Form and return it to Wachovia Bank, N.A. who is acting as the Depositary for the Offer by 5:00 P.M., NEW YORK CITY TIME, ON WEDNESDAY, JUNE 8, 2005, unless the Offer is extended by the Company.

      If your direction to tender is accepted, proceeds from the sale will be deposited into your Plan account and invested in either a certificate of deposit or money market account as determined by the Trustee.

Your Tender Decision

      The decision whether to tender some or all of your shares is yours, and none of the Trustee, the Company’s Benefits Committee, the Company’s Board of Directors or the Company is recommending that you instruct the Trustee to tender or refrain from tendering your shares. In making your decision, you should consider your personal investment and retirement goals and whether the total return on your Plan investments is likely to be greater by retaining your shares or by tendering shares and reinvesting the sale proceeds (if the tender is accepted) in a certificate of deposit or money market account as selected by the Trustee. On one hand, by selling a portion of your shares, you may give up some value if the Company’s stock appreciates faster than the money market account or certificate of deposit into which the tender proceeds will be invested. On the other hand, the Offer provides you with an opportunity to diversify your holdings in the Company’s stock at a price potentially above the current trading price.

Affix label with
participant’s name, address,
and account number

Important Documents Enclosed

      Enclosed are Offer documents and an Instruction Form that require your immediate attention. The “Letter To Participants in the Emmis Operating Company Profit Sharing Plan” summarizes the Offer, your rights under the Profit Sharing Plan and the procedures for directing the Trustee through the completion of the Instruction Form to tender in the Offer. You should also review the more detailed explanation of the transaction provided in the other tender offer materials enclosed with this letter, including the Offer to Purchase and the related Letter of Transmittal. It is important that you read the enclosed documents carefully before you make a decision whether or not to instruct the Trustee to tender any of your shares.

Important Dates and Times
May 16, 2005	The Company initiates offer to shareholders
5:00 p.m., NYC Time, Wednesday, June 8 2005	Deadline to return your Instruction Form if you wish to instruct the Trustee to tender your shares (unless the Offer is extended)
Midnight, NYC Time, June 13, 2005	The Offer expires (unless the Offer is extended by the Company)

Deadline

      Note: Tendering shares held in your Plan account in the Offer will not cause you to recognize any immediate tax gain or loss, and will not result in any distribution being made to you from the Profit Sharing Plan. Please refer to Item 9 of the enclosed “Letter to Participants in the Emmis Operating Company Profit Sharing Plan” for additional tax information relating to the Offer and your Plan account.

      To direct the Trustee to tender your shares, you must return the enclosed Instruction Form to Wachovia Bank, N.A. (“Wachovia”) so that it is received no later than 5:00 P.M., NEW YORK CITY TIME, ON WEDNESDAY, JUNE 8 2005, unless the Offer is extended by the Company. This deadline is necessary for Wachovia, the Trustee and the Benefits Committee to have sufficient time to process your completed Instruction Form before the Offer expires. The Offer itself is scheduled to expire at 12:00 midnight, New York City Time, on Monday, June 13, 2005 unless extended by the Company.

      If you do not wish the Trustee to tender any of the shares in your Plan account, you do not need to take any action. However, unless you complete and return the enclosed Instruction Form, none of the shares held in your Plan account will be tendered.

Confidentiality

      Your tender instructions are strictly confidential and it will not be disclosed whether you tendered any portion of your shares unless required to do so by law or to deliver proceeds to your Plan account. You should feel free to instruct the Trustee to tender or not tender, as you think best.

Questions?

      If you have any questions or comments concerning the procedure for returning your tender offer Instruction Form, please contact the Company’s Human Resources Helpline at 1-866-EMMISHR (1-866-366-4747).

Sincerely,

The Emmis Operating Company Benefits Committee

2

Offer to Purchase for Cash

by

EMMIS COMMUNICATIONS CORPORATION

of

Up to 20,250,000 Shares of its Class A Common Stock

at a Purchase Price Not Greater than $19.75

nor less than $17.25 per Share

THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON MONDAY, JUNE 13, 2005, UNLESS THE OFFER IS EXTENDED

To Participants in the Emmis Operating Company Profit Sharing Plan:

      Emmis Communications Corporation (the “Company”) has announced an offer to purchase for cash up to 20,250,000 shares (or such lesser number of shares as are properly tendered and not properly withdrawn) of its Class A common stock, $0.01 par value per share (the “Shares”), at a price not greater than $19.75 nor less than $17.25 per Share, net to the seller in cash, without interest (the “Offer”). The Offer is being made upon the terms and subject to the conditions set forth in the Offer to Purchase and the related Letter of Transmittal, which are enclosed, as amended or supplemented from time to time.

      As a participant in the Emmis Operating Company Profit Sharing Plan (the “Plan”), your Plan account is invested in Shares. In accordance with this Offer, you may instruct the Plan’s trustee, Jeffrey H. Smulyan (the “Trustee”), to tender (in other words, offer to sell to the Company) some or all of the Shares held in your Plan account.

      You may determine the number of Shares in your Plan account by consulting the Instruction Form attached to this letter or by contacting the Company’s Human Resources Helpline at 1-866-EMMISHR (1-866-366-4747).

      If you would like to direct the tender of some or all of the Shares in your Plan account in response to the Offer, you must complete the Instruction Form included with this document and return it to Wachovia Bank, N.A. (“Wachovia”) who is acting as the Depositary for the Offer, at the address or fax number provided below so that it is received no later than 5:00 p.m., New York City time, on Wednesday, June 8, 2005, unless the Offer is extended by the Company.

      The Offer. The Company is conducting the Offer through a procedure called a “modified Dutch Auction.” The Company will select the lowest purchase price (the “Purchase Price”) that is produced by the tender offer process (within the range of share prices specified above) that will allow it to purchase 20,250,000 Shares, or such lesser number of Shares as are properly tendered and not properly withdrawn pursuant to the Offer. This procedure allows shareholders to select the price (in multiples of $0.25) within a price range ($17.25 to $19.75 per Share) at which they are willing to sell Shares. The Company will select the lowest purchase price that will allow it to buy 20,250,000 Shares or, if a lesser number of Shares are properly tendered, all Shares that are properly tendered and not withdrawn. Shares the Company purchases in the Offer will be at the same price, even if a shareholder has selected a lower price, but the Company will not purchase any Shares above the Purchase Price it determines. Accordingly, all Shares properly tendered at prices at or below the Purchase Price and not properly withdrawn will be purchased at the Purchase Price, subject to the conditions of the Offer and the “odd lot,” proration and conditional tender provisions described in the Offer to Purchase. The Company reserves the right, in its sole discretion, to purchase more than 20,250,000 Shares pursuant to the Offer, subject to compliance with applicable law.

      Providing Tender Instructions. In order to instruct the Trustee to tender any portion of the Shares held in your Plan account, you must return the enclosed Instruction Form to Wachovia at the address or fax number provided so that it is received no later than 5:00 p.m., New York City time, on Wednesday, June 8, 2005. Wachovia will tabulate all Instruction Forms received for the Plan participants. All participant instructions timely received by Wachovia will be communicated to the Trustee. The Trustee will combine and submit one or more Letters of Transmittal as necessary, on behalf of all Plan participants who instructed the Trustee to tender all or a portion of the Shares held in their Plan accounts at the prices selected by the Plan participants.

      If you do not wish the Trustee to tender any of the Shares held in your Plan account, you do not need to take any action. However, unless you direct the Trustee on the enclosed Instruction Form, none of your Shares in the Plan will be tendered.

      Because the terms and conditions of the Letter of Transmittal will govern the tender of Shares held in accounts under the Plan, you should read the Letter of Transmittal carefully. The Letter of Transmittal, however, is furnished to you for your information only and cannot be used by you to tender Shares that are held in your Plan account. You must use the attached Instruction Form to properly tender Shares that are held in your Plan account. If you hold Shares outside of the Plan, you will receive a separate mailing with respect to your right to tender any or all of those Shares and you must comply with the instructions in that mailing if you wish to tender any or all of those Shares. Similarly, if you have an account in either of the Emmis Operating Company 401(k) Plans which holds Shares, you will receive a separate mailing with respect to your right to instruct the Trustee of those plans to tender any or all of those Shares. You should also read the Offer to Purchase carefully before making any decision regarding the Offer.

      Please note the following:

      1. If Wachovia has not received your Instruction Form at least three business days before the expiration of the Offer, your instruction will not be honored. The Offer will expire at 12:00 Midnight, New York City time, on Monday, June 13, 2005, unless the expiration date of the Offer is extended. Consequently, to allow time for processing, your Instruction Form must be received by Wachovia no later than 5:00 p.m., New York City time, on Wednesday, June 8, 2005, unless the Offer is extended by the Company.

      2. If you want to direct the Trustee to tender Shares from your Plan account, you must specify on the Instruction Form what percentage of the Shares held in your Plan account you wish to direct the Trustee to tender and at what price between $17.25 and $19.75 (in $0.25 increments) you want the Trustee to tender such Shares. If you want the Trustee to tender Shares at more than one price, you must complete a separate Instruction Form for each price at which Shares are to be tendered. If you do not wish the Trustee to tender any Shares held in your Plan account, you do not need to take any action. However, unless you direct the Trustee on the enclosed Instruction Form, none of the Shares held in your Plan account will be tendered.

      3. Shares held in your Plan account may be tendered at prices not greater than $19.75 nor less than $17.25 per Share. However, the Plan is prohibited by law from selling Shares to the Company for a price that is less than the prevailing market price of the Company’s Class A common stock. Accordingly, if you elect to tender Shares at a price that is lower than the closing price of the Company’s common stock on the date the Offer expires, the tender price you elect will be deemed to have been increased to the closest tender price that is not less than the closing price of the Company’s Class A common stock on the Nasdaq National Market System on the date the Offer expires. This could result in the selected percentage of your Shares not being purchased in the Offer. If the closing price of the Company’s Class A common stock on the date the Offer expires is greater than the maximum price available in the Offer, none of the Shares in the Plan will be tendered and your tender instructions will be deemed to have been withdrawn.

      4. The Offer is for up to 20,250,000 Shares, constituting approximately 39% of the outstanding Shares of the Company as of May 6, 2005. The Offer is not conditioned on any minimum number of Shares being tendered. The Offer is, however, subject to other conditions described in the Offer to Purchase.

      5. The Company’s Board of Directors has approved the making of the Offer. However, none of the Company, the Company’s Board of Directors, the Trustee or the Benefits Committee is making any recommendation whether you should instruct the Trustee to tender or refrain from tendering the Shares in your Plan account or at what purchase price you should instruct the Trustee to tender your Shares. You must make your own decision as to whether to instruct the Trustee to tender your Shares and, if so, how many Shares to tender and the price or prices at which the Trustee will tender them. The Company’s directors and executive officers have informed the Company that they do not intend to tender their own Shares pursuant to the Offer.

      6. Participants will not be obligated to pay any brokerage fees or commissions or solicitation fees in connection with the tender of Shares held in their Plan accounts. Participants will not be obligated to pay any stock transfer taxes on the transfer of Shares held in their Plan accounts pursuant to the Offer.

2

      7. As more fully described in the Offer to Purchase, tenders will be deemed irrevocable unless timely withdrawn. Consequently, if you instruct the Trustee to tender the Shares held in your Plan account, and you subsequently decide to change or withdraw your instructions, you may do so by submitting a new Instruction Form. However, the new Instruction Form will be effective only if it is received by Wachovia, on or before 5:00 p.m., New York City time, on Wednesday, June 8, 2005, three business days before the expiration of the Offer, unless the Offer is extended. The Offer is scheduled to expire at 12:00 Midnight, New York City time, on Monday, June 13, 2005. Upon receipt of a timely submitted, new Instruction Form, your previous Instruction Form to tender Shares will be deemed canceled.

      8. If you instruct the Trustee to tender Shares in your Plan account and such Shares are accepted, the cash tender proceeds will be deposited into your Plan account and invested in a certificate of deposit or money market account as determined by the Trustee. The Trustee and Benefits Committee are currently considering whether and how to allow for other types of investments in the Plan. No definitive decisions have been reached about future investment alternatives, if any, to be made available in the Plan.

      9. While you will not recognize any immediate tax gain or loss as a result of the Offer or the sale of Shares in the Offer, the tax treatment of future withdrawals by you or distributions to you from the Plan may be adversely affected by a tender and sale of Shares within the Plan. Specifically, under current federal income tax rules, the entire value of a distribution from the Plan is taxable immediately at ordinary income rates, unless rolled over to an individual retirement account or another tax-qualified retirement plan. However, if you receive a lump sum distribution from the Plan which includes Shares that have increased in value from the price at which they were acquired by the Plan, under certain circumstances you may have the option of not paying tax on this increase in value, which is called “net unrealized appreciation,” until you sell those Shares. When the Shares are sold, any gain up to the amount of the untaxed net unrealized appreciation is taxed as long-term capital gain rather than at ordinary income tax rates, which will apply to all other distributions from the Plan and which may be a higher rate for certain participants. If Shares credited to your individual Plan account are purchased by the Company in the Offer, you will no longer be able to take advantage of this tax benefit with respect to the Shares purchased by the Company in the Offer. You can find additional tax information relating to the Offer in the Offer to Purchase. You are further advised to consult with your tax advisor concerning your decision to participate in the Offer.

If you wish the Trustee to tender the Shares in your Plan account, complete the Instruction Form and return it to Wachovia before 5:00 p.m., New York City time on Wednesday, June 8, 2005, at one of the addresses or the fax number listed below:

By Mail:
Wachovia Bank, N.A.
Securities Processing Center
PO Box 859208
Braintree, MA 02185-9208
(800) 829-8432 By Overnight Delivery:
Wachovia Bank, N.A.
Securities Processing Center
161 Bay State Drive
Braintree, MA 02184
(800) 829-8432 By Hand:
Wachovia Bank, N.A.
Securities Processing Center
161 Bay State Drive
Braintree, MA 02184
(800) 829-8432

3

INSTRUCTION FORM

STEP 1

Indicate a percentage (from 1% to 100% in whole percentages):

     I wish to instruct the Trustee to tender     % of the Shares held in my Plan account.

STEP 2

Check one Option below. If you choose Option A, you must also check a box to indicate your tender price.

oOption A*		oOption B*
	By checking ONE of the following boxes below INSTEAD OF OPTION B you hereby tender shares of Class A common stock held in the Plan at the price checked. This action could result in none of the shares of Class A common stock being purchased if the purchase price determined by the Company for the shares of Class A common stock is less than the price checked below. IF YOU DESIRE TO TENDER SHARES OF CLASS A COMMON STOCK AT MORE THAN ONE PRICE, YOU MUST COMPLETE A SEPARATE INSTRUCTION FORM FOR EACH PRICE AT WHICH SHARES OF CLASS A COMMON STOCK ARE TENDERED. The same shares of Class A common stock cannot be tendered, unless previously properly withdrawn as provided in Section 4 of the Offer to Purchase, at more than one price. PRICE (IN DOLLARS) PER SHARE AT WHICH SHARES ARE BEING TENDERED o $17.25   o $18.75 o $17.50   o $19.00 o $17.75   o $19.25 o $18.00   o $19.50 o $18.25   o $19.75 o $18.50	Check this Option if you want to maximize the chance of having the Company accept for purchase all of the percentage of your Shares shown in Step 1(subject to the possibility of proration). Accordingly, by checking this box, you are tendering the percentage of your Shares shown in Step 1 and are willing to accept the purchase price determined by the Company in accordance with the terms of the Offer. You understand that this action could result in receiving a price per Share as low as $17.25.

*  Please note that the Plan is prohibited from selling shares of Class A common stock to the Company for a price that is less than the prevailing market price of the Company’s Class A common stock. Accordingly, if you elect to tender shares at a price that is lower than the closing price of the Company’s Class A common stock on the date the Offer expires, the tender price you elect will be deemed to have been increased to the closest tender price that is not less than the closing price of the Company’s common stock on the Nasdaq National Market System on the date the Offer expires. This could result in the selected percentage of your Shares not being purchased in the Offer. If the closing price of the Company’s common stock on the date the Offer expires is greater than the maximum price available in the Offer, none of the Shares will be tendered and your tender will be deemed to have been withdrawn.

STEP 3

Sign this form and provide the following information.

Participant Signature		Date
Social Security Number	Daytime Telephone

     The method of delivery of this document is at the option and risk of the tendering

participant. In all cases, sufficient time should be allowed to assure delivery.

Affix label with

participant’s name, address, account

number and share number.

4 EX-99.(B)(1) 13 c95146exv99wxbyx1y.htm AMENDMENT COMMITMENT LETTER

Exhibit (b)(1)

May 15, 2005

Emmis Operating Company

One Emmis Plaza

40 Monument Circle, Suite 700

Indianapolis, IN 46204

Attention:     Mr. Walter Z. Berger, Chief Financial Officer

Re: Amendment Commitment Letter

Ladies and Gentlemen:

      Reference is made to that certain Revolving Credit and Term Loan Agreement, dated as of May 10, 2004, by and among you, Emmis Communications Corporation, Bank of America, N.A. (“Bank of America”), as administrative agent for the lenders (the “Lenders”) from time to time party thereto ( in its capacity as administrative agent, the “Administrative Agent”), and certain other parties thereto (the “Credit Agreement”). This letter is delivered to you from Banc of America Securities LLC (“BAS”) and Bank of America regarding the arrangement and facilitation of an amendment (substantially in the form attached hereto as Exhibit A, the “First Amendment”) to the Credit Agreement in connection with Emmis Communications Corporation’s offer to purchase for cash certain shares of its capital stock as described in that certain Offer to Purchase, dated May 16, 2005 (the “Tender Offer”). Terms used but not separately defined in this Amendment Commitment Letter shall have the respective meanings ascribed to such terms in the Credit Agreement.

      You have requested that BAS and Bank of America facilitate the amendment to certain terms of the Credit Agreement as set forth in the First Amendment. Bank of America is pleased to inform you that it is prepared to enter into the First Amendment. BAS and Bank of America hereby agree to use their best efforts to help structure and facilitate the execution of an amendment to the Credit Agreement substantially in the form of the First Amendment by the Required Lenders, upon and subject to the terms and conditions of this letter and the First Amendment.

      BAS will continue to act as a Joint Lead Arranger and Book Manager for the Credit Agreement, and Bank of America will continue to act as sole and exclusive Administrative Agent for the Credit Agreement. No additional agents, co-agents or arrangers will be appointed and no other titles will be awarded without our prior written approval other than those set forth in the Credit Agreement.

      You hereby agree to assist BAS and Bank of America in the presentation of the First Amendment to the Lenders. Such assistance shall include your providing and causing your advisors to provide to us and the other Lenders upon request with all information reasonably deemed necessary by us to complete the amendment process. It is understood and agreed that no Lender participating in the First Amendment to the Credit Agreement will receive compensation from you in order to obtain its approval, except on the terms contained herein and in the First Amendment. Execution and delivery of the First Amendment and Bank of America’s and BAS’ agreements as set forth herein are subject to the satisfaction of each of the following conditions precedent in a manner reasonably acceptable to Bank of America: (a) the execution and delivery of definitive documentation with respect to the First Amendment; (b) receipt of the written consents of the Required Lenders; (c) those other conditions set forth in §13 of the First Amendment; (d) the absence of any Default or Event of Default under the Credit Agreement; (e) no change, occurrence or development that could, in our opinion, have a material adverse effect on the business, assets, liabilities (actual or contingent), operations, condition (financial or otherwise) of the Borrower and its subsidiaries taken as a whole shall have occurred or become known to us; and (f) our not becoming aware after the date hereof of any information or other matter which in our judgment is inconsistent in a material and adverse manner with any information or other matter disclosed to us prior to the date hereof (in which case we may, in our sole discretion, terminate this letter and any undertaking hereunder).

Accordingly, you acknowledge that any amendment to the Credit Agreement must be approved by the “Required Lenders” (under and as defined in the Credit Agreement). Please also note that the First Amendment does not reflect the definitive agreement of the parties hereto, is subject to modifications necessary to obtain the consent of the Required Lenders which shall be on terms reasonably satisfactory to Bank of America as well as any modifications that may be necessary to reflect changes to the Tender Offer after the date hereof. In the event that the First Amendment cannot be completed, BAS shall be entitled, in consultation with you, to change the terms of the First Amendment if BAS determines that such changes are advisable to assure that the First Amendment will be completed.

      You hereby represent, warrant and covenant that (a) all information, other than Projections (defined below), in connection with the First Amendment taken as a whole which has been or is hereafter made available to us or the Lenders by you or any of your representatives in connection with the transactions contemplated hereby (the “Information”) is and will be complete and correct in all material respects and does not and will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein not misleading, and (b) all financial projections concerning the Borrower and its subsidiaries that have been or are hereafter made available to us or the Lenders by you or any of your representatives (the “Projections”) have been or will be prepared in good faith based upon assumptions you believe to be reasonable. You agree to furnish us with such Information and Projections as we may reasonably request and to supplement the Information and the Projections from time to time until the closing date for the First Amendment so that the representation, warranty and covenant in the preceding sentence is correct on such closing date. You understand that in arranging and structuring the First Amendment, Bank of America and BAS will be using and relying on the Information and the Projections without independent verification thereof.

      In accordance with §18.2 of the Credit Agreement, you agree to reimburse BAS and Bank of America from time to time on demand for all reasonable out-of-pocket fees and expenses (including, but not limited to, the reasonable fees, disbursements and other charges of Bingham McCutchen LLP, as counsel to the Administrative Agent) incurred in connection with the First Amendment, the solicitation of consents thereto, the preparation of the definitive documentation therefor and the other transactions contemplated hereby.

      You agree to indemnify and hold harmless BAS, Bank of America and each Lender and each of their affiliates and their directors, officers, employees, advisors and agents (each, an “Indemnified Party”) from and against (and will reimburse each Indemnified Party as the same are incurred) any and all losses, claims, damages, liabilities, and expenses (including, without limitation, the reasonable fees and expenses of counsel and the allocated cost of internal counsel) that may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or in connection with or by reason of (including, without limitation, in connection with any investigation, litigation or proceeding or preparation of a defense in connection therewith) any matters contemplated by this letter, any related transaction, the Credit Agreement or any use made or proposed to be made with the proceeds thereof in accordance with §18.3 of the Credit Agreement. No Indemnified Party shall be liable for any damages arising from the use by others of Information or other materials obtained through internet, Intralinks or other similar information transmission systems in connection with the First Amendment to the Credit Agreement. You agree that no Indemnified Party shall have any liability for any indirect or consequential damages in connection with its activities related to the Credit Agreement or the First Amendment.

      The provisions of the immediately preceding two paragraphs shall remain in full force and effect regardless of whether any definitive documentation for the First Amendment shall be executed and notwithstanding the termination of this letter.

      This letter shall be governed by laws of the State of New York. Each of us hereby irrevocably waives all right to trial by jury in any action, proceeding or counterclaim (whether based on contract, tort or otherwise) arising out of or relating to this letter, the First Amendment, the transactions contemplated hereby and thereby or the actions of BAS and Bank of America in the negotiation, performance or enforcement hereof.

2

      This Amendment Commitment Letter, together with the First Amendment and that certain fee letter among you, BAS and Bank of America of even date herewith (the “Fee Letter”), embodies the entire agreement and understanding among BAS, Bank of America, you and your affiliates with respect to the First Amendment and supersedes all prior agreements and understandings relating to the specific matters hereof. Those matters that are not covered or made clear herein or in the First Amendment or the Fee Letter are subject to mutual agreement of the parties. No party has been authorized by BAS or Bank of America to make any oral or written statements that are inconsistent with this Amendment Commitment Letter. This letter is not assignable by the Borrower without our prior written consent and is intended to be solely for the benefit of the parties hereto and the Indemnified Parties.

      This offer will expire at 5:00 p.m. New York City time on May 16, 2005 unless you execute this letter and the Fee Letter and return it to us prior to that time (which may be by facsimile transmission). Thereafter, definitive documentation for the First Amendment must be executed and delivered prior to November 30, 2005.

3

      We are pleased to have the opportunity to work with you in connection with this transaction.

Very truly yours,

BANC OF AMERICA SECURITIES LLC

By: /s/ WILLIAM A. BOWEN, JR.

Name: William A. Bowen, Jr.

Title:     Managing Director

BANK OF AMERICA, N.A.

By: /s/ KIP DAVIS

Name: Kip Davis

Title:     Senior Vice President

Accepted and Agreed to as of this 15 day of May, 2005

EMMIS OPERATING COMPANY

By: /s/ WALTER Z. BERGER

Name: Walter Z. Berger

Title: Executive Vice President and
Chief Financial Officer

4 EX-99.(B)(2) 14 c95146exv99wxbyx2y.htm COMMITMENT AND ENGAGEMENT LETTER

Exhibit-(b)(2)

Execution Copy

BANC OF AMERICA SECURITIES LLC

9 West 57th Street

New York, New York 10019

May 15, 2005

Emmis Communications Corporation

One Emmis Plaza, 7th Floor

40 Monument Circle

Indianapolis, Indiana 46204

Attention:     Walter Berger

                      Chief Financial Officer

Project Emerald

Commitment and Engagement Letter

Ladies and Gentlemen:

      You have advised Banc of America Securities LLC (“BAS”) that Emmis Communications Corporation, an Indiana corporation (the “Company”), intends to consummate a tender offer (the “Initial Tender Offer”) to purchase shares of its Class A common stock, par value $0.01 per share (“Common Stock”). You have also advised BAS that, after the consummation of the Initial Tender Offer, the Company may launch a tender offer to purchase additional shares of Common Stock (the “Subsequent Tender Offer” and, together with the Initial Tender Offer, each a “Tender Offer”).

      You have advised BAS that you require a commitment to purchase the Company’s senior notes (the “Notes”) in an aggregate principal amount (the “Commitment Amount”) sufficient to yield proceeds of,

(a)	with respect to the Initial Tender Offer, up to $300,000,000 (the “Aggregate Commitment Amount”) and not less than $50,000,000, and
(b)	with respect to the Subsequent Tender Offer or any other Funding Date, up to an amount equal to (i) the Aggregate Commitment Amount less (ii) the aggregate principal amount of Notes issued in the Initial Tender Offer.

      You hereby agree to notify BAS in writing of the Commitment Amount (the “Commitment Notice”) no later than the close of business on the seventh business day prior to the date on which the Company will issue such Notes. Each Tender Offer, the entering into an amendment of the existing credit agreement (the “Credit Agreement Amendment”) of Emmis Operating Company, an Indiana corporation (“Emmis OpCo”), the issuance and sale of the Notes and all related transactions are hereinafter collectively referred to as the “Transaction.”

      You hereby retain BAS to act as the exclusive underwriter and/or initial purchaser and/or placement agent for the Company and for its affiliates in connection with any underwritten offering or private placement (including, without limitation, the purchase and resale of securities pursuant to Rule 144A of the Securities Act of 1933, as amended (a “Rule 144A Transaction”)) of the Notes or any other debt (other than debt incurred under the Credit Agreement Amendment), convertible debt or equity securities the proceeds of which are used to finance any portion of a Tender Offer. You agree that for the term of this Commitment and Engagement Letter neither the Company nor any of its affiliates, officers or directors will directly or indirectly offer any Notes (or any of the other securities referred to in the prior sentence) for sale to, or solicit any offer to purchase any of the same from, or otherwise contact, approach or negotiate with respect thereto with, any person or persons other than through BAS (or through its affiliates).

      You have requested that BAS commit to purchase from the Company, on each Funding Date, Notes in an aggregate principal amount equal to the Commitment Amount specified in the applicable Commitment Notice having the terms set forth on Exhibit A hereto, which is incorporated in and made a part of this Commitment and Engagement Letter. Based on the foregoing, BAS is pleased to confirm by this Commitment and Engagement Letter its commitment to you (the “Commitment”) to purchase such Notes pursuant to an underwriting or purchase

agreement, in BAS’ customary form (in either such case, the “Purchase Agreement”), an Indenture and registration rights agreement which shall include, without limitation, the terms, conditions and other provisions set forth on Exhibit A hereto. Notwithstanding the foregoing, you understand that BAS’ obligation to purchase the Notes is expressly subject to the terms and conditions set forth herein and will exist only upon the execution and delivery of definitive documentation, including, without limitation, the Purchase Agreement, reasonably satisfactory to BAS and its counsel, and the satisfaction of the terms, covenants and conditions contained therein.

      The commitment and the undertaking of BAS to provide the services described herein are subject to the satisfaction of each of the following conditions precedent in a manner reasonably acceptable to BAS: (a) the accuracy and completeness of all representations that you and your affiliates make to BAS (in all material respects, with respect to representations and warranties that are not qualified by materiality) and your material compliance with the terms of this Commitment and Engagement Letter (including the Notes Summary of Terms) and the fee letter between you and BAS of even date herewith (the “Fee Letter”); (b) prior to the purchase of the Notes there shall be no offering, placement or arrangement of any debt securities or bank financing by or on behalf of you or any of your subsidiaries or affiliates (other than the Notes and other than the Credit Agreement Amendment), provided that the foregoing shall not limit the ability of you or your subsidiaries to enter into leases including capital leases; (c) the negotiation, execution and delivery of definitive documentation for the Notes consistent with the Notes Summary of Terms and to the extent not inconsistent therewith otherwise reasonably satisfactory to BAS and (d) no change, occurrence or development shall have occurred or become known to BAS since February 28, 2004 that could reasonably be expected to have a material adverse effect on the business, assets, liabilities (actual or contingent), operations or condition (financial or otherwise) of you and your subsidiaries, taken as a whole.

      The parties hereto agree that BAS will be the exclusive underwriter, initial purchaser and/or placement agent for the Notes and any other securities contemplated hereby; provided that BAS shall have the option to designate other firms as co-underwriters, co-initial purchasers and/or co-placement agents, in which case BAS will be the sole book-running lead underwriter, initial purchaser and/or placement agent. The Company agrees to use its reasonable best efforts to assist BAS in the placement of Notes, including preparing disclosure materials, meeting with prospective co-managing underwriters, co-initial purchasers and/or co-placement agents and providing such information as BAS shall reasonably request during the course of such process. Without limiting the generality of the foregoing, commencing upon your acceptance of the terms of this Commitment and Engagement Letter, you will do all things reasonably required in the opinion of BAS, in its sole discretion, in connection with the sale of Notes, and in any event:

(a)

no later than the date on which a Commitment Notice is delivered you shall have completed and made available an offering memorandum for the offer and sale of such Notes pursuant to Rule 144A of the rules and regulations under the Securities Act containing such disclosures as may be required by applicable laws, as are customary and appropriate for such a document or as may be reasonably required by BAS (including all audited, pro forma and other financial statements and schedules of the Company of the type that would be required in a registered public offering of the Securities on Form S-1 and disclosure that is incorporated by reference therein) and you shall arrange for the delivery of a customary “comfort letter,” dated the date of the Purchase Agreement signed in connection with the sale of such Notes, of Ernst & Young LLP in form and substance reasonably satisfactory to BAS, a final draft of which will be provided to BAS simultaneously with delivery of the offering memorandum, and

(b)

at the request of BAS at any time after on or after the date on which the Commitment Notice is delivered, senior management of the Company shall have made themselves available for due diligence, rating agency presentations and a road show and other meetings with potential investors for the Notes as required by BAS in its reasonable judgment to market the Notes (the covenants set forth in clauses (a) and (b) of this paragraph, the “Marketing Covenants”).

      In addition, you agree to have the Notes rated by Moody’s and S&P prior to delivery of the offering memorandum referred to in clause (a) above. BAS may at any time on or after the date on which a Commitment Notice is delivered require you to execute a Purchase Agreement providing for the issuance of the Notes contemplated hereby substantially in the form of BAS’ standard underwriting or purchase agreement, modified as appropriate to reflect the terms of the transactions contemplated thereby and containing such terms, covenants,

2

conditions (which shall be in form and substance consistent with the conditions contained in the purchase agreement executed in connection with the issuance of the Existing Notes), representations, warranties and indemnities as are customary in similar transactions and providing for the delivery of an indenture and a registration rights agreement, each containing the terms, covenants representations, warranties and indemnities described herein and as is otherwise substantially in the form of BAS’ standard indentures and registration rights agreements, legal opinions, comfort letters and officers’ certificates, all in form and substance reasonably satisfactory to BAS and its counsel. Without limiting the generality of the foregoing, you represent and warrant that the offering memorandum for the Notes will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances in which they are made, not misleading.

      The Company may not assign any of its rights, or be relieved of any of its obligations, without the prior written consent of BAS. BAS may assign any of its rights and/or obligations under this Commitment and Engagement Letter to any third party without the approval of the Company; provided that BAS shall not make an assignment that results in it holding 50% or less of its Commitment without the prior approval of the Company; provided further that any assignment of commitments prior to a Funding Date will not reduce BAS’ obligation to purchase the Notes hereunder if any assignee fails to fulfill its obligations under any such assignment.

      You hereby represent, warrant and covenant that (a) all information, other than Projections (as defined below), that has been or is hereafter made available to BAS by you or any of your representatives (or on your or their behalf) in connection with any aspect of the Transaction (the “Information”) when taken as a whole is and will be complete and correct in all material respects and does not and will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein not misleading and (b) all financial projections concerning you or your subsidiaries that have been or are hereafter made available to BAS by you or any of your representatives (or on your or their behalf) (the “Projections”) have been or will be prepared in good faith based upon reasonable assumptions at the time made. You agree to furnish us with such Information and Projections as we may reasonably request and to supplement the Information and the Projections from time to time until the date of the last purchase of the Notes hereunder so that the representation, warranty and covenant in the immediately preceding sentence is correct on each such date. In issuing this commitment and in placing the Notes, BAS is and will be using and relying on the Information and the Projections, for purposes of its commitment hereunder, without independent verification thereof. The Information and Projections provided to BAS prior to the date hereof are hereinafter referred to as the “Pre-Commitment Information.”

      You agree to indemnify and hold harmless BAS and each of its affiliates and their respective officers, directors, employees, agents, advisors and other representatives (each an “Indemnified Party”) from and against (and will reimburse each Indemnified Party as the same are incurred for) any and all claims, damages, losses, liabilities and expenses (including, without limitation, the reasonable fees, disbursements and other charges of counsel) that may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or in connection with or by reason of or based upon (including, without limitation, in connection with any investigation, litigation or proceeding or preparation of a defense in connection therewith) (a) any aspect of the Transaction and any of the other transactions contemplated thereby, (b) any untrue statement or alleged untrue statement of a material fact contained in any preliminary offering memorandum, offering memorandum or any other similar disclosure document or in any amendment or supplement thereto, any omission or alleged omission to state in any preliminary offering memorandum, offering memorandum or any other similar disclosure document or in any amendment or supplement thereto any material fact required to be stated therein or necessary to make the statements therein not misleading, or (c) any use made or proposed to be made with the proceeds of the Notes, except to the extent such claim, damage, loss, liability or expense is found in a final, nonappealable judgment by a court of competent jurisdiction to have resulted from such Indemnified Party’s gross negligence or willful misconduct; ); provided, however, that BAS shall not be entitled to indemnity under clause (b) above in respect of any claim, damage, loss, liability and expense resulting directly from any information concerning BAS furnished to the Company by BAS specifically for inclusion in the documents described in clause (b) above. In the case of an investigation, litigation or proceeding to which the indemnity in this paragraph applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by you, your equity holders or creditors or an Indemnified Party, whether or not an Indemnified Party is otherwise a party thereto and whether or not any aspect of the Transaction is consummated. You also agree that no Indemnified Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) to you

3

or your subsidiaries or affiliates or to your or their respective equity holders or creditors arising out of, related to or in connection with any aspect of the Transaction, except to the extent of direct, as opposed to special, indirect, consequential or punitive, damages determined in a final non-appealable judgment by a court of competent jurisdiction to have resulted from such Indemnified Party’s gross negligence or willful misconduct. Notwithstanding any other provision of this Commitment and Engagement Letter, no Indemnified Party shall be liable for any damages arising from the use by others of information or other materials obtained through electronic telecommunications or other information transmission systems. The Company and BAS agree that if any indemnification or reimbursement sought pursuant to this paragraph is judicially determined to be unavailable for a reason other than as set forth herein, then, whether or not BAS is the Indemnified Party, the Company, on the one hand, and BAS, on the other hand, shall contribute to the losses, claims, damages, liabilities and expenses for which such indemnification or reimbursement is held unavailable (i) in such proportion as is appropriate to reflect the relative benefits to the Company, on the one hand, and BAS, on the other hand, in connection with the transactions to which such indemnification or reimbursement relates, or (ii) if the allocation provided by clause (i) above is judicial ly determined not to be permitted, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative faults of the Company, on the one hand, and BAS, on the other hand, as well as any other equitable considerations; provided, however, that in no event shall the amount to be contributed by BAS pursuant to this paragraph exceed the amount of the fees actually received by BAS under the Fee Letter.

      This Commitment and Engagement Letter, the Fee Letter and the contents hereof and thereof are confidential and, except for the disclosure hereof or thereof on a confidential basis to your accountants, attorneys and other professional advisors retained by you in connection with the Transaction or as otherwise required by law, may not be disclosed in whole or in part to any person or entity without our prior written consent; provided, however, it is understood and agreed that you may disclose (a) this Commitment and Engagement Letter and the Fee Letter on a confidential basis to your board of directors, senior management and advisors in connection with your consideration of the Transaction, and (b) after your acceptance of this Commitment and Engagement Letter and the Fee Letter, you may disclose this Commitment and Engagement Letter, but not the Fee Letter (except as otherwise required by law), in filings with the Securities and Exchange Commission and other applicable regulatory authorities and stock exchanges. Further, BAS and its affiliates shall be permitted to use information related to the purchase or placement of the Notes in connection with marketing, press releases or other transactional announcements or updates provided to investor or trade publications.

      You acknowledge that BAS or its affiliates may be providing financing or other services to parties whose interests may conflict with yours. BAS agrees that it will not furnish confidential information obtained from you to any of their other customers and that they will treat confidential information relating to you and your affiliates with the same degree of care as they treat their own confidential information. BAS further advises you that it will not make available to you confidential information that they have obtained or may obtain from any other customer. You agree that BAS is permitted, solely in connection with the services and transactions contemplated hereby, to access, use and share with any of their bank or non-bank affiliates, agents, advisors (legal or otherwise) or representatives any information concerning you or any of your affiliates that is or may come into the possession of BAS or any of such affiliates.

      The provisions of the immediately preceding four paragraphs shall remain in full force and effect regardless of whether any definitive documentation for the Notes shall be executed and delivered, and notwithstanding the termination of this Commitment and Engagement Letter or any commitment or undertaking of BAS hereunder; provided, however, that you shall be deemed released of your reimbursement and indemnification obligations hereunder if you have accepted the commitments hereunder, upon the execution and delivery of all definitive documentation for all Notes issuable hereunder (including Purchase Agreements) and the issuance and sale thereof; provided further the indemnity and contribution provided by the Company in connection with an issuance of Notes shall be superseded by the comparable indemnity and contribution provision contained in the Purchase Agreement for such Notes.

      This Commitment and Engagement Letter and the Fee Letter may be executed in multiple counterparts and by different parties hereto in separate counterparts, all of which, taken together, shall constitute an original. Delivery of an executed counterpart of a signature page to this Commitment and Engagement Letter and the Fee Letter by telecopier or facsimile shall be effective as delivery of a manually executed counterpart thereof.

4

      This Commitment and Engagement Letter and the Fee Letter (including any claim or controversy arising out of or relating to either agreement) shall be governed by, and construed in accordance with, the laws of the State of New York. Each of you and BAS hereby irrevocably waives any and all right to trial by jury in any action, proceeding or counterclaim (whether based on contract, tort or otherwise) arising out of or relating to this Commitment and Engagement Letter (including, without limitation, the Notes Summary of Terms), the Fee Letter, the Transaction and the other transactions contemplated hereby and thereby or the actions of BAS and its affiliates in the negotiation, performance or enforcement hereof. The commitments and undertakings of BAS may be terminated by us if you fail to perform your obligations under this Commitment and Engagement Letter or the Fee Letter on a timely basis.

      This Commitment and Engagement Letter, together with the Notes Summary of Terms, and the Fee Letter, embodies the entire agreement and understanding among BAS, you and your affiliates with respect to the Notes and supersedes all prior agreements and understandings relating to the subject matter hereof. However, please note that it is a condition precedent to the obligations of BAS hereunder that the Company and BAS execute a Purchase Agreement and certain related documentation. The terms and conditions of the commitments and undertaking of BAS hereunder are not limited to the terms and conditions set forth herein or in the Notes Summary of Terms and shall include the terms and conditions set forth in such Purchase Agreement and related documentation, which shall not be inconsistent with the terms of this Commitment and Engagement Letter. Those matters that are not covered or made clear herein or in the Notes Summary of Terms, or the Fee Letter are subject to mutual agreement of the parties. No party has been authorized by BAS to make any oral or written statements that are inconsistent with this Commitment and Engagement Letter.

      This Commitment and Engagement Letter is not assignable by you without our prior written consent and is intended to be solely for the benefit of the parties hereto and the Indemnified Parties.

      This Commitment and Engagement Letter and all commitments and undertakings of BAS hereunder will expire at 5:00 p.m. (New York City time) on May 16, 2005, unless you execute this Commitment and Engagement Letter and the Fee Letter, and return them to us prior to that time. Thereafter, all commitments and undertakings of BAS hereunder will expire on the earliest of (a) the termination of the Subsequent Tender Offer, (b) the date that is 120 days after the date of this Commitment and Engagement Letter, unless the Initial Tender Offer or Subsequent Tender Offer is consummated on or prior thereto and (c) the closing of the either the Initial Tender Offer or Subsequent Tender Offer without the use of the proceeds of any Notes.

[THE BALANCE OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

5

      We are pleased to have the opportunity to work with you in connection with this important financing.

Very truly yours,

BANC OF AMERICA SECURITIES LLC

By:  /s/ DANIEL J. KELLY

Name: Daniel J. Kelly

Title:     Managing Director

THE PROVISIONS OF THIS COMMITMENT

LETTER ARE ACCEPTED AND AGREED TO

AS OF THE DATE FIRST ABOVE WRITTEN:

EMMIS COMMUNICATIONS CORPORATION

By:  /s/ WALTER Z. BERGER

Name: Walter Z. Berger

Title:   Executive Vice President and
            Chief Financial Officer

6

EXHIBIT A

Notes

Summary of Terms and Conditions

      Capitalized terms not otherwise defined herein have the same meanings

as specified therefor in the Commitment and Engagement Letter to which this is attached

Issuer:	Emmis Communications Corporation, an Indiana corporation.
Securities:	Up to $300,000,000 in aggregate principal amount of Senior Notes due 2012 (the “Notes”).
Ranking:	The Notes will be unsecured, senior obligations of the Issuer.
Purpose:	The proceeds of the Notes shall be used (i) to finance a portion of a Tender Offer and to pay fees and expenses incurred in connection with the Transaction; or (ii) for general corporate purposes.
Funding Date:	Notes will be issued seven days after the delivery of a Commitment Notice and on no more than two separate occasions. Each date on which Notes are issued is referred to herein as a “Funding Date”.
Interest rates:	Interest shall initially be payable quarterly in arrears at a rate equal to three month LIBOR plus up to 600 basis points (the “Applicable Margin”). Thereafter, within the number of months after their Funding Date set forth in Column A below, the interest rate on the Notes shall increase by the corresponding number of additional basis points set forth in Column B below:

Column A		Column B
	12  months		50
	18  months		50
	24  months		50

	Notwithstanding the foregoing, in the case of an Event of Default, the Applicable Margin shall be increased by 2.0% per annum.
Maturity:	The Notes will mature on the seven year anniversary of the Funding Date (the “Notes Maturity Date”).
Optional Prepayment:	The Notes will be non-callable until the 180th day after their Funding Date. Thereafter, the Notes may be prepaid prior to the Notes Maturity Date at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest thereon to the redemption date.

Months Following
Funding Date:		Percentage
	7-18		100	%
	19-30		102	%
	31-42		101	%
	Thereafter		100	%

Offers to Purchase: Upon a Change of Control or Asset Sale (each, as defined in the indenture for the 6.875% Senior Subordinated Notes due 2012 of Emmis OpCo, the “6.875% Indenture”), the Issuer will be required to make an offer to repurchase the Notes on substantially the same terms as set forth in the 6.875% Indenture, but subject to the requirements of the 6.785% Indenture.

A-1

Conditions Precedent:	The conditions precedent to the issuance of Notes on each Funding Date are specified in the Annex hereto.
Covenants and Events of Default:	Covenants and Events of Default substantially similar to those contained in the 6.875% Indenture (as adjusted to give effect to the Transactions), including without limitation, restrictions on (a) the incurrence of indebtedness and the issuance of preferred stock, (b) the payment of dividends, redemption of capital stock and making certain investments, with limitations to be agreed upon including dating the general restricted payments basket as it relates to dividends and stock repurchases the date of the indenture and adding baskets necessary to permit the Transactions, (c) the incurrence of liens, (d) entering into sale and leaseback transactions, (e) agreements that restrict the payment of dividends by subsidiaries or the repayment of intercompany loans and advances, (f) entering into affiliate transactions, (g) entering into mergers, consolidations and sales of substantially all the assets of the Issuer and its subsidiaries, and (h) undergoing a change of control.
Representations and Warranties:	The Purchase Agreement will contain representations and warranties that are usual and customary for a transaction of this type.
Registration Rights:	If the offering of the Notes is effected pursuant to Rule 144A, the Company will enter into a Registration Rights Agreement whereby the Company will agree (i) to file a registration statement (the “Exchange Offer Registration Statement”) on or prior to 120 days after the Funding Date on which such Notes were issued with respect to an offer to exchange such Notes for new notes of the Company (the “New Notes”) registered under the Securities Act of 1933, as amended with terms identical to those of the Notes (the “Exchange Offer”) and (ii) to use all commercially reasonable efforts to cause such Exchange Offer Registration Statement to become effective within 180 days after such Funding Date. In the event that applicable law or interpretations of the staff of the Securities and Exchange Commission do not permit the Company to effect the Exchange Offer, or if any holder of the Notes is not permitted to participate in, or does not receive the benefit of, the Exchange Offer, the Company will use their commercially reasonable efforts to cause to become effective a shelf registration statement with respect to the resale of the Notes (and the New Notes, if applicable) and to keep such shelf registration statement effective until all of the Notes (and the New Notes, if applicable) have been sold thereunder. The Notes and the New Notes are subject to the payment of liquidated damages if the Company is not in compliance with their obligations under the Registration Rights Agreement.
Governing Law:	New York.
Counsel to BAS:	Latham & Watkins LLP
Fees:	As provided in the Fee Letter.
Miscellaneous:	This term sheet is intended to outline the material terms of the note documentation. It does not purport to summarize all conditions, covenants, representations, warranties and other provisions that would be contained in note documentation, which shall not be inconsistent with the terms set forth herein. Each of the parties shall (i) waive its right to a trial by jury and (ii) submit to New York jurisdiction.

A-2

ANNEX

Conditions Precedent

Capitalized terms not otherwise defined herein have the same meanings

as specified therefor in the Commitment and Engagement Letter to which this is attached

Conditions Precedent to Closing:	Each issuance of Notes will be subject to the satisfaction of the following:
	(i) All of the Pre-Commitment Information and all information (other than financial projections) made available to BAS by the Issuer or any of its subsidiaries or representatives (or on their behalf) taken as a whole shall be complete and correct in all material respects and all financial projections concerning the Issuer and its subsidiaries that have been made available to BAS by the Issuer or any of its subsidiaries or representatives (or on their behalf) shall have been prepared in good faith based upon reasonable assumptions at the time made; and no changes, occurrences or developments shall have occurred, and no new or additional information shall have been received or discovered by BAS, regarding the Issuer and its subsidiaries or the Transaction after the date of the Commitment and Engagement Letter to which this Annex is attached that (A) either individually or in the aggregate, could reasonably be expected to (1) have a material adverse effect on business, assets, properties, liabilities (actual or contingent), operations or condition (financial or otherwise) of the Issuer and its subsidiaries, taken as a whole, (2) adversely affect the ability of the Issuer to perform its obligations under the applicable note documentation or (3) adversely affect the rights and remedies of BAS or any other holder of Notes under the applicable note documentation or (B) purports to adversely affect the Notes or any other aspect of the Transaction (collectively, a “Material Adverse Effect”).
	(ii) The negotiation, execution and delivery of definitive documentation with respect to such Notes shall be reasonably satisfactory to BAS.
	(iii) The final terms and conditions of each aspect of the Transaction shall be (i) substantially as described in the Commitment and Engagement Letter and otherwise consistent with the description thereof received in writing as part of the Pre-Commitment Information or (ii) otherwise reasonably satisfactory to BAS. BAS shall be reasonably satisfied with the Offer to Purchase Common Stock and ancillary documents (together, the “Documentation”), and with all other agreements, instruments and documents relating to the Transaction, it being understood that BAS is satisfied with the most recent drafts of the Documentation that have been delivered to it on or prior to the date hereof; and the Documentation and such other agreements, instruments and documents relating to the Transaction shall not be altered, amended or otherwise changed or supplemented in any respect that is material to the repayment of the Notes or any condition therein waived in any respect that is material to the repayment of the Notes without the prior written consent of BAS. Each Tender Offer shall have been launched, if at all, in accordance with the terms of the Documentation and in compliance with applicable law and regulatory approvals and no conditions to closing any Tender Offer shall in the

ANNEX-1

reasonable judgment of BAS be unachievable or incapable of being met. BAS shall be reasonably satisfied with the amount, tenor, ranking and other terms and conditions of all equity and other debt financings comprising part of the Transaction.

(iv) There shall not have occurred a change, occurrence or development since February 28, 2004 that could reasonably be expected to have a Material Adverse Effect.

(v) BAS shall have received opinions of counsel to the Issuer in form and substance reasonably satisfactory to BAS (which shall cover, among other things, authority, legality, validity, binding effect and enforceability of the documents for the note documents) and such corporate resolutions, certificates and other documents as BAS shall reasonably require.

(vi) Receipt of all governmental, shareholder and third party consents and approvals necessary in connection with the Transaction and the related financings and other transactions contemplated hereby and expiration of all applicable waiting periods without any action being taken by any authority that could restrain, prevent or impose any material adverse conditions on the Issuer and its subsidiaries or such other transactions or that could seek or threaten any of the foregoing, and no law or regulation shall be applicable that, in the reasonable judgment of BAS, could have such effect.

(vii) The absence of any action, suit, investigation or proceeding pending or, to the knowledge of the Issuer, threatened in any court or before any arbitrator or governmental authority other than (a) the Issuer’s suit for declaratory judgment relating to its second amended and restated articles of incorporation as disclosed in the Documentation and (b) as previously disclosed in the Issuer’s public filings with the SEC on or prior to the date of the Commitment and Engagement Letter and the absence of any material adverse change in any such action, suit, investigation or proceeding since the date of such disclosure, in each case that could reasonably be expected to have a Material Adverse Effect.

(viii) BAS shall have received evidence reasonably satisfactory to it that, the Leverage Ratio (as defined in the Indenture governing the 6.875% Senior Subordinated Notes due 2012 of Emmis OpCo and inclusive of all indebtedness of the Issuer) is less than or equal to 8.0:1.0 on February 28, 2005, after giving pro forma effect to the Transaction.

(xi) The Company shall have complied with the Marketing Covenants.

ANNEX-2 GRAPHIC 16 c95146c9514600.gif GRAPHIC begin 644 c95146c9514600.gif M1TE&.#EA:@!L`.9``/___W]_?P!D>P"6N0`*#``\2C\_/P",K0!NB`""H``4 M&``>)0`H,0!08P`R/?#Y_!\?'[^_OP!XE`!&5A"FR@\/#X#0XZ#(B8^T;T/%LP;%L>:U,S-S]+?GA?"SM"?)+;-DB"[X.V&YY(4%KP=Z9,HJ^[N M%\P@F;T7[$G:P$Y?M`?UU.7S94&@I'D&>Y$`,0G$PF@)':ZX&-%3"&X4./IZ M0-&A#XL=/WTL=4+?2I,;_G7Z0;.FS9LX<]H44,J!SI]`;Q(88-*'`)R*@BK5 MR7/2@:50G")C-RH"JC[$__\JN MO:F`:"D)<[.&+3I@`4VY>6DF.-4@,-2V5`^H!9RWP2V?AI?N+8H@;J+(/Q3@ M\HLY*%JW$QBOG6RJ\](#;@=`/!09\2W32K>Z]9'-4&34N&`')3#;!P9$AJ?B M>JH;:%.W!0D9)FUJ0'&@G]W^MIUW@;WG0'$CIS[W>&[L.D?T[L#=[-#KX'-: M[\TQK_!T"M+G'$RU0\M">;WC8B`?IVQ["!2@"G!SV94.7/W1I%DS"4P0GV4$ MFK6>/84E:!,"IQPP`F=D7;:68P)59F%-[_DP@`"0(>6A61@*E,"(/RP@@%T! MJO63:%!IAYY\"C2`6X,/!H7C4D7QAQT!!="G(?^'2PT9E&L"3?"<`RV>F&)6 M3@(%I3U'F28CC078:%:6/X'H$'&&]?BC@X:1J9.9#@5I7I*1+-F9FSG!*1"" M65$9B96ZX8F3?EQZ]64D-3XGZ$W,V8-F4&I&`F1ZB]K4J#URXH2DDALF6&E- M+18E94Y^FH@BC)_2I&>(-QWJ0Z(P0LB:6:L*I.`$:V:*ZHI>U6K/"'O9&:N* M$7I5(E^G#JM3JC]L>::8RN;$[()NZ1IMA\5ZU5N%UQ([JUF7.MJMM+QZ1:A# M3(XKZR`D6&#!7,>:U*6Z?QF2021S34B5<_366\B]/N1E(%57CGL(P/GU)B*] M!^,+;V\^0-MMPP'/Q5O_;WQ>>TA#%`06*E4O1@9!``;D=0@*O@46KTGIKF4` M``&8;(@M'01VWFSSYC5RR7,=$LF[-5600@`!:*`4!`9`P(,))L3@0PQ,[V#/ M`#T#T_Y3+R?AHP@#S MH2]T,$.>^VC"/.?I1'Y`@8`*8+`V$>!/5@^`Q`H$01,5]"YH]N,=^\X7B>$A MT`8V:M_[')@3".9$`Q%(04U*D$!9+>X^-(&`"$10,LG5L'(_-&`)TX<+T9F@ M0BID(/Q8]T.=0(!O^*L`#``PO4%DT`<;&$1-6+"VMAU/A,@CH0],6#P`F,`' M\4GB#QH8OR;JA(:`\Y?^RJ$]QPVM:$?[&DT,H`'ZQ.`#]NA<#7R`%SZFS0"K M^XG7+AB4L.&Q0V;SC7*\-#!1*4L0)4F.;E8FD`%82_\^0$@("O"CFW.Y:%@! M.4E[BA.N0L&($C+18G$(0!^W9`P\3;D/*6=92X(EJ"ETW"4O9],7^?`D`<$4 MYC!3T[+.T-('"2``L[)"`%.F8P`%P\P"4(.`Q90+.[ZRQZ@Z`R)N3?,K#*BD M0[K9FL$(@$N_2A,)]JO&#%@I@T(:@,F\--/>B6F/?T*4I.* M)9XR%3Q+?6J3G"K5XD2UJD`GN2I6ET75K=ZIJUZ-C%;#:I.QDC6>Y3DK;,QZ ..5K:2U:UAA:M7%1$(`#L_ ` end GRAPHIC 17 c95146c9514604.gif GRAPHIC begin 644 c95146c9514604.gif M1TE&.#EA^``C`/?_````````,P``9@``F0``S```_P`S```S,P`S9@`SF0`S MS``S_P!F``!F,P!F9@!FF0!FS`!F_P"9``"9,P"99@"9F0"9S`"9_P#,``#, M,P#,9@#,F0#,S`#,_P#_``#_,P#_9@#_F0#_S`#__S,``#,`,S,`9C,`F3,` MS#,`_S,S`#,S,S,S9C,SF3,SS#,S_S-F`#-F,S-F9C-FF3-FS#-F_S.9`#.9 M,S.99C.9F3.9S#.9_S/,`#/,,S/,9C/,F3/,S#/,_S/_`#/_,S/_9C/_F3/_ MS#/__V8``&8`,V8`9F8`F68`S&8`_V8S`&8S,V8S9F8SF68SS&8S_V9F`&9F M,V9F9F9FF69FS&9F_V:9`&:9,V:99F:9F6:9S&:9_V;,`&;,,V;,9F;,F6;, MS&;,_V;_`&;_,V;_9F;_F6;_S&;__YD``)D`,YD`9ID`F9D`S)D`_YDS`)DS M,YDS9IDSF9DSS)DS_YEF`)EF,YEF9IEFF9EFS)EF_YF9`)F9,YF99IF9F9F9 MS)F9_YG,`)G,,YG,9IG,F9G,S)G,_YG_`)G_,YG_9IG_F9G_S)G__\P``,P` M,\P`9LP`F(**P\S:MS(L:/'CR!#BFS(2F+%DQ6ML!K)LJ7+ES!CCK2"LN9) MC#)SZMS)LR?#DC91FJ2X8J7/HTB3*M7(*FA-FBB-+IU*M2K/IDYO0HUJM6M( M*V!5>EV:%258FRLRAL4ID!78BS+=1MRX]F!8`!VQ8HQXD>W8G4/+3L08N&+: MABLNN@4@\=IB`'Y=/J8K,;+`B!,Y8BU8^>]5PT3-#KZ,^:34A',';A8X.F=F MNI`10N78FB!.5^-LB)9QM\3*"NM) MUL.#(Y1X^N#RMLVO'?^'F?PAS>C7GF>DB+"[])8T5VY-F=YB8/3?O1B>08Q=]A1V68E5 MWT*\<0B9A@0IR!:$8#UXH7%X58BA7P)*N%9R$RJ8WED&&M146MP-%.2/CF&6 M6&?<8=78-4EVZ!@`*RW)))1/IN661$U2F5!3.,U'49>"45F<0EXR)A51U?TF M($V'\)AYC1;&I6FPER5GCE-4-)62='3Z6&'T+2?G:GC5"M=AB8(I5 M8V<+LN:AGL,IBAUZ'DKX87UALH:IAUS-&=YOK24WV(^/:JG=G."%9V=].'7_ M!J)`LDYD5'"$;CD8CQC5]MRK'C:*75]8PHJ14;)R&BR,G\8'ZDW/OAD4K`&6 MAE-MO]4:'JLP$NNDK3`N&RZU)9L>8NYQ2 MM)*O\_;7HZ9@FD5K2DZ1B]"VXF*[K8*F;FL1OMQB=RE!HZV)8V9ZP1OQE`M; MRZ-WR_WZW6JD]EA:;/PVMZ=_Q(%;)IY:39NL=]ZIZZ^09F[<<'0-3\PLM>HI M&S3%"X/;LLK)N16OIDC[E5BZ1/L5(\5`AMSOSZCI^S*(7W)\4E$L&^>>O34U5UZQMI4L%5R(5OH=PG6S_U72CC8:7*^_S5:T&YJ% MT3GH35TGY.2=MZZ+]*@.;YOLWVNW>F>;PR5KTL`KJFL0W9Q*1223<@X9J)$B MUG08=?7)1V53R,Z^.I8J076;7;P9EOC7D-VHKT(6&77ZTF'Z7Y%"^UETG[J MMXBO[GW6R3ZG8JGHKHC+L]&+^*>C(IVJ?I_*26),MSNJO.Q]09'3>R;H$]KQ M)X$]>2`$-T7!#NYD3+;!8$]^MT&4>/"$.N&2;23803>%280HC"%'V'06%J)0 M@R:4H0YA(J(=#JPL&_*A$$2'B)K_PXG:RDQ8E,C*(4O683)`IE JBEA<(@XU",,L>O$]AP.>4(+XQ3*>,(R#^1H9S GRAPHIC 18 c95146c9514605.gif GRAPHIC begin 644 c95146c9514605.gif M1TE&.#EAV@`\`*(``/___\S,S)F9F69F9C,S,P```````````"'Y!``````` M+`````#:`#P```/_"+K<_C#*2:N]..O-N_]@*(YD:9YHJJYLZ[YP+,]T;=]X MKN]\[__`H'!(+!J/R*3R(2`0!"O!8$F%!9R"YA0E*!`"U;#J.@`#FJ@!H2QN MGP9;!;H4&!38[KQ(W9!BK@025W=ZA2!79@IU4!9V3Q%=A#E2B88S<`V(%4T% MD@YU7HPO=7$+75^6-)H,F!.@!)Y]L(\Q=J)R:Y4>`0*ZJ1)S"ZL0O$YJ@9]V MH3)=I6>Y(76SOK\/`[<`K1!-3UH/@\LQS0UVSA[&3=BFJ+_#`.X,@%/C#HY8 MS-`+Y2-V9NSD3JCEN1)O#81R8$XYX":%%@QNE6R-N")*5S$O`O,$>\8D_Z"< M6._4E%&CC@6@B`5*=E`#)@`O*<=FF6OA\B4<."H_!(,G+%ESK2R).7RV.KSZ#^)'DD-ZY4+^$TD)1C^%\'OVTI<*L+1F;9Q7*O]>+19)5? M@"U%)@+T;K9E4T\MUUR=(?:ZG!8^^XM5PSY;K7IQ/:\__J`4C&0GAP0%%6T)EUG1(D M\?<)93.=`MX&O5V@C2D%&NB01"/DM\1BD3F2H5[S<9!7!1?BDF`CIZWW08E* M<.*B:*EETN"*KDP801V^6!4"3+N)\%,5IXPHFC'`K.$$",Y-D,4W`,[PFQ*\ M."+0(%()@L6"JB%3'9604?&*CJ:$TJ1Z1[DW5"I81KF#=&1NAIB641UR8B%% MN:E#3PK$J<@C%4*B)(Y.KFF)GGLR-V"25Y4%R(P*IE?-#\4$N:@$F+0'B7>$ MP3@I$5->BNDUU+7))*2?`L'6FJ%YP8*I%G'FF!!X>!)*!A-)ZPZKL MQ;H0CKSX:BP CORRESP 19 filename19.htm

Paul, Weiss, Rifkind, Wharton & Garrison LLP

1285 Avenue of the Americas

New York, New York 10019

(212) 373-3000

Writer’s Direct Dial:

(212) 373-3088

Writer’s Direct Fax:

(212) 492-0088

Writer’s Direct E-mail:

jdanek@paulweiss.com

May 16, 2005

Via EDGAR

Securities and Exchange Commission

450 Fifth Street, N.W.

Washington, D.C. 20549

Re: Emmis Communications Corporation

Tender Offer Statement on Schedule TO

      Ladies and Gentlemen:

      On behalf of Emmis Communications Corporation (the “Company”), we hereby submit via EDGAR a tender offer statement on Schedule TO (the “Schedule TO”) in connection with the offer by the Company to purchase up to 20,250,000 shares of its Class A common stock, par value $0.01 per share, at a purchase price not greater than $19.75 nor less than $17.25 per share, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated May 16, 2005, and in the related Letter of Transmittal, copies of which are attached thereto as exhibits.

      The Company has wired $47,073 to the Commission’s account at Mellon Bank in payment of the applicable filing fee.

      Please call the undersigned at (212) 373-3088 or John C. Kennedy at (212) 373-3025 if you have any questions or wish to discuss this filing.

Very truly yours,

/s/ Jane Danek

Jane Danek

cc:  J. Scott Enright

James M. Dubin

John C. Kennedy

O. Denny Kwon

-----END PRIVACY-ENHANCED MESSAGE-----

EX-99.(A)(1)(L)

exv99wxayx1yxly

EX-99.(B)(1)

exv99wxbyx1y

EX-99.(B)(2)

exv99wxbyx2y

CORRESP

corresp