Prospectus excerpt:  2,500,000 shares of 6.25% Series A Cumulative Convertible Preferred Stock. Up to 375,000 shares. If the over-allotment option is exercised in full by the underwriters, the total public offering price will be $144 million. Discounts, commissions and offering expenses are estimated to be $5 million and net proceeds are estimated to be $139 million.

Liquidation preference..... $50 per share stated liquidation preference, plus any accumulated and unpaid dividends.

Dividends.................. Cumulative annual cash dividends of $3.125 per share, payable quarterly in arrears on January 15, April 15, July 15, and October 15 of each year commencing January 15, 2000 when, if and as declared by our board of directors. Ability to declare and pay dividends may be limited by applicable law and the terms of our credit facility and subordinated notes.

Conversion................. Each share of convertible preferred stock will be convertible at any time at the option of the holder into that number of whole shares of our Class A Common Stock as is equal to the stated liquidation preference of $50 per share divided by an initial conversion price of $78.125 subject to adjustment upon the occurrence of specified events. As a result, each share of convertible preferred stock will initially be convertible into 0.6400 shares of Class A Common Stock.

Optional redemption........ From April 15, 2001 to October 15, 2002, we may redeem the convertible preferred stock at a redemption premium of 104.911% of the stated liquidation preference, plus accumulated and unpaid dividends, if any, whether or not declared, if the closing price of our Class A Common Stock is greater than $117.1875 (150% of the Conversion Price) for a specified trading period. In addition to the foregoing payments, if we undertake a redemption during this period, holders will also receive an additional payment equal to the present value of the dividends that would thereafter have been payable on the convertible preferred stock through October 15, 2002.

Beginning on October 15, 2002, we may redeem shares of convertible preferred stock initially at a redemption premium of 103.571% of the liquidation preference and thereafter at prices declining to 100.00%, plus in each case all accumulated and unpaid dividends, whether or not declared. We would effect any redemption, in whole or in part, by delivering cash. Our ability to redeem shares is limited by provisions of applicable law.

Change of control.......... In the event of a change of control of Emmis, holders of the convertible preferred stock will, in the event that the market price per share of our Class A Common Stock at such time is less than the Conversion Price of the convertible preferred stock, have a one-time option to convert such holder's shares of convertible preferred stock into shares of our Class A Common Stock at a conversion price equal to the greater of (1) the market price per share of our Class A Common Stock as of the date of the change of control or (2) 66.67% of the market price of our Class A Common Stock at the close of trading on the issue date of the convertible preferred stock. In lieu of issuing the shares of our Class A Common Stock issuable upon conversion in the event of a change of control, we may, at our option, make a cash payment equal to the market value of the shares of our Class A Common Stock otherwise issuable. See "Description of the Convertible Preferred Stock -- Change of Control."

Voting rights.............. Holders of convertible preferred stock will have no voting rights with respect to general corporate matters except as provided by Indiana law or, in limited circumstances, as provided in the amendment to our articles of incorporation relating to the convertible preferred stock. See "Description of the Convertible Preferred Stock -- Voting Rights."

Ranking.................... The convertible preferred stock will rank senior to our common stock and senior to or ratably with other existing and future series of our preferred stock. We may issue additional series of preferred stock that rank ratably with our convertible preferred stock, including additional shares of convertible preferred stock, without a vote of the holders of convertible preferred stock.