EMMIS COMMUNICATIONS CORP

election_required = True...nder 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...

expiry = 2005-06-13...CATIONS 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 “...

listed = True...ve 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 Quar...

mechanism = DUTCH...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...

mechanism = DUTCHEX-99 2 exa1r_sctoi-a6.txt EXHIBIT (A)(1)(R) Exhibit (a)(1)(R) ----------------- For Immediate Release Contacts: June 17, 2005 Walter Berger, EVP & CFO Kate Snedeker, Media & Investor Relations 317.266.0100 EMMIS ANNOUNCES FINAL RESULTS OF DUTCH AUCTION TENDER OFFER AND REDUCTION OF CONVERSION PRICE OF EMMIS' CONVERTIBLE PREFERRED STOCK TO $30.10 INDIANAPOLIS, INDIANA - June 17, 2005 - Emmis Communications Corporation (NASDAQ: EMMS) announced today the final results of its "Dutch Auction" tender offer which expired at midnight, New York City time, June 13, 2005. In the tender offer, Emm...

must_tender_all = True...he 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 Table of Contents 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 po...

price = USD 17.25-19.75...utch 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 n...

price = USD 17.25-19.75...ed at midnight, New York City time, June 13, 2005. In the tender offer, Emmis offered to purchase for cash 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. Based on the final tabulation by Wachovia Bank, N.A., the depositary for the tender offer, 24,279,086 Class A shares were properly tendered and not withdrawn at prices at or below $19.50 per share. As a result, Emmis w...

threshold = 100...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...

txn_type = TENDER_OFFEREX-99.(A)(1)(A) 2 c95146exv99wxayx1yxay.htm OFFER TO PURCHASE exv99wxayx1yxay Table of Contents 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...

txn_type = TENDER_OFFEREX-99 2 exa1r_sctoi-a6.txt EXHIBIT (A)(1)(R) Exhibit (a)(1)(R) ----------------- For Immediate Release Contacts: June 17, 2005 Walter Berger, EVP & CFO Kate Snedeker, Media & Investor Relations 317.266.0100 EMMIS ANNOUNCES FINAL RESULTS OF DUTCH AUCTION TENDER OFFER AND REDUCTION OF CONVERSION PRICE OF EMMIS' CONVERTIBLE PREFERRED STOCK TO $30.10 INDIANAPOLIS, INDIANA - June 17, 2005 - Emmis Communications Corporation (NASDAQ: EMMS) announced today the final results of its "Dutch Auction" tender offer which expired at midnight, New York City time, June 13, 2005. In the tender offer, Emmis offered to...