SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13D)
Under the Securities Exchange Act of 1934
(Amendment No. 1)
Emmis Communications Corporation
(Name of Issuer)
Class A Common Stock, par value $0.01 per share
(Title of Class of Securities)
291525103
(CUSIP number)
Steven M. Kleiman
Zazove Associates, LLC
Zazove Aggressive Growth Fund, L.P.
1001 Tahoe Blvd.
Incline Village, NV 89451
(775) 886-1500
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
September 30, 2010
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or
240.13d-1(g), check the following
box [ ].
Note: Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See Section
240.13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page. The information
required on the remainder of this cover page shall not be deemed to be
"filed" for the purposes of Section 18 of the Securities Exchange Act
of 1934, as amended (the "Exchange Act") or otherwise subject to the
liabilities of that section of the Exchange Act but shall be subject
to all other provisions of the Exchange Act (however, see the Notes).
CUSIP No. 291525103
1. Names of Reporting Persons. Zazove Aggressive Growth Fund, L.P.
2. Check the Appropriate Box if a Member of a Group (see instructions)
(a) [ ]
(b) [ ]
3. SEC USE ONLY
4. Source of Funds (see instructions) OO
5. Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) [ ] or 2(e) [ ]
6. Citizenship or Place of Organization Cayman Islands
7. Sole voting power 337,883 (1)
Number of
shares 8. Shared Voting Power -0-
beneficially
owned by 9. Sole Dispositive Power 337,883 (1)
each
reporting 10. Shared Dispositve Power -0-
person
with
11. Aggregate Amount Beneficially Owned by Each Reporting Person
337,883 (1)
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(see instructions) [ ]
13. Percent of Class Represented by Amount in Row (11)
1.02% (1)
14. Type of Reporting Person (see instructions) PN
(1) Reporting Person beneficially owns 138,477 shares of 6.25% Series
A Cumulative Convertible Preferred Stock, which are convertible as
of the date of this Schedule 13D into 337,883 shares of Class A
Common Stock. The calculation of percentage ownership is based
on 32,913,373 shares of Class A Common Stock outstanding as of
June 16, 2010, as disclosed in the Issuer's Schedule 14d-9 filed
on June 23, 2010, plus 337,883 Class A Common Stock that would be
issued upon conversion of the 138,477 shares of 6.25% Series
A Preferred Stock, $.01 par value, of the Issuer held by the
Reporting Person.
CUSIP 291525103
Item 1. Security and Issuer.
This Amendment No. 1 ("Amendment No. 1") to Schedule 13D amends
and supplements the statement on Schedule 13D originally filed
on July 15, 2010 and relates to Class A Common Stock, par value
$0.01 per share (the "Class A Common Stock") of Emmis Communications
Corporation, an Indiana corporation (the "Issuer"). The address
of the executive offices of the Issuer is One Emmis Plaza,
40 Monument Circle, Suite 700, Indianapolis, IN 46204.
Item 2. Identity and Background.
This Schedule 13D is being filed by Zazove Aggressive Growth
Fund, L.P., a Cayman Islands exempted limited partnersip.
(the "Reporting Person"). The Reporting Person is an investment
partnership with its principle place of business being located at
1001 Tahoe Blvd., Incline Village, NV 89451.
The sole general partner of the Reporting Person is Zazove
Associates, LLC, a Delaware limited liability company with
its principle place of business being located at 1001 Tahoe
Blvd., Incline Village, NV 89451 (the "General Partner"). The
General Partner is in the business of managing investment portfolios.
Gene T. Pretti ("Pretti") is the controlling equity holder of the
General Partner. Pretti's principal occupation
or employment is as Chief Executive Officer and Sr. Portfolio
Manager of the General Partner.
During the past five years, neither the Reporting Person, the General
Partner nor Pretti have been (i) convicted in any criminal proceeding,
or (ii) a party to any civil proceeding commenced before a judicial
or administrtative body of competent jurisdiction and as a
result of such proceeding was or is now subject to a judgment,
decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws
or finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration
The Reporting Person expended $731,018 of its own investment capital
in acquiring the 6.25% Series A Cumulative Convertible Preferred Stock
(the "Preferred Stock") held by the Reporting Person, which Preferred
Stock is convertible into Class A Common Stock.
Item 4. Purpose of Transaction
On September 30, 2010, the lock-up agreement signed on July 9, 2010
(the "Lock-Up Agreement") by the Reporting Person,
Double Diamond Partners LLC, R2 Investments, LDC, DJD Group LLC,
Third Point LLC, the Radoff Family Foundation, Bradley L. Radoff,
and LKCM Private Discipline Master Fund, SPC (collectively, the
"Locked-Up Holders") expired according to its terms. With the
expiration of the Lock-Up Agreement, the Reporting Person may no longer
be deemed to be a member of a group with the other Locked-Up Holders within
the meaning of Rule 13d-5(b) under the Securities Exchange Act of 1934,
as amended (the "Exchange Act").
The Reporting Person acquired and continues to hold the shares
reported herein for investment purposes. Depending on market
conditions and other factors that the Reporting Person may deem
material to its investment decisions, the Reporting Person may
sell all or a portion of its shares, or may purchase additional
securities of the Issuer, on the open market, in a private transaction,
as part of a cash tender offer or exhange offer, or otherwise.
Any such purchases or sales may be made at any time without prior
notice. Except as set forth in the Item 4, the Reporting Person has no
present plans or proposals that relate to or that would
result in any of the actions specified in clauses
(a) through (j) of Item 4 of Schedule 13D of the Exchange Act.
The Reporting Person has determined that it currently expects
its holdings and any future acquisitions of shares of Class
A Common Stock to be held in the ordinary course
of its business and neither with the purpose nor the effect
of changing or influencing the control of the issuer, nor in
connection with or as a participant in any transaction having
such purpose or effect. Therfore, going forward, the Reporting Person
will file reports regarding its holdings of the Class A Common Stock
on Scedule 13G in accordance with the appicable rules issued under the
Exchange Act.
Item 5. Interest in Securities of the Issuer
(a) Reporting Person beneficially owns 138,477 shares of 6.25%
Series A Cumulative Convertible Preferred Stock, which are
convertible as of the date of this Schedule 13D into 337,883
shares of Class A Common Stock, which represent 1.02% of the
Class A Common Stock. The foregoing percentage is based on
32,913,373 shares of Class A Common Stock outstanding as of
June 16, 2010, as disclosed in the Issuer's Schedule 14d-9
filed on June 23, 2010, plus 337,883 Class A Common Stock that
would be issued upon conversion of the 138,477 shares of
6.25% Series A Preferred Stock, $.01 par value, of the
Issuer held by the Reporting Person.
(b) The Reporting Person has sole voting and dispostive power
with regard to the Preferred Stock that it holds, with
the General Partner having the authority to act for the
Reporting Person in its capacity as sole general partner.
(c) During the previous 60 dyas, The Reporting Person
acquired 21,379 shares of 6.25% Series A Cumulative
Convertible Preferred Stock on the open market as follows:
Trade Date Shares Purchased Price per Share
September 21, 2010 13,000 $17.59
September 22, 2010 8,279 $17.25
September 24, 2010 100 $16.28
(d) Not applicable.
(e) Upon the termination of the Lock-Up Agreement, the
Reporting Person may no longer be deemed to be a member of a
group with the other Locked-Up Holders within the meaning of
Rule 13d-5(b) under Exchange Act and therefore may no longer
be deemed to be a beneficial owner of more than five percent
of the Class A Common Stock.
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer
Other than as disclosed herein, neither the Reporting Person,
General Partner nor Pretti has any has any contracts, arrangements,
understandings or relationships (legal or otherwise) with respect
to any securities of the Issuer.
Item 7. Materials to be Filed as Exhibits
The Lock-Up Agreement dated July 9, 2010 between the Reporting
Person and the other parties signatory thereto was previously
filed on July 15, 2010.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this
statement is true, complete and correct.
Dated: October 8, 2010.
Zazove Aggressive Growth Fund, L.P.
By: Zazove Associates, LLC
Its: General Partner
Signature /S/ Steven M. Kleiman
Name: Steven M. Kleiman
Title: Chief Operating Officer