-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, M3CfVvJD7aCzVYUqihrkgksIJERg+ZxZiTFuFGveD+xaVKLdw4+KIGlVx7UmHOKI Cb2TjpKPOM9pk7RU8k4Yog== 0000921530-04-000107.txt : 20040217 0000921530-04-000107.hdr.sgml : 20040216 20040217150300 ACCESSION NUMBER: 0000921530-04-000107 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20040217 GROUP MEMBERS: ALCR CORP. GROUP MEMBERS: ANDREW SANDLER GROUP MEMBERS: FOUR JK CORP. GROUP MEMBERS: JOHN KORNREICH GROUP MEMBERS: MICHAEL J. MAROCCO GROUP MEMBERS: MJDM CORP. GROUP MEMBERS: SANDLER CAPITAL INVESTMENT PARTNERS, L.P. GROUP MEMBERS: SANDLER CAPITAL MANAGEMENT GROUP MEMBERS: SANDLER CAPITAL PARTNERS V FTE, L.P. GROUP MEMBERS: SANDLER CAPITAL PARTNERS V GERMAN, L.P. GROUP MEMBERS: SANDLER CAPITAL PARTNERS V, L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: GRAY TELEVISION INC CENTRAL INDEX KEY: 0000043196 STANDARD INDUSTRIAL CLASSIFICATION: TELEVISION BROADCASTING STATIONS [4833] IRS NUMBER: 580285030 STATE OF INCORPORATION: GA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-47013 FILM NUMBER: 04607780 BUSINESS ADDRESS: STREET 1: 4370 PEACHTREE ROAD NE CITY: ALBANY STATE: GA ZIP: 30319 BUSINESS PHONE: 9128889390 MAIL ADDRESS: STREET 1: 4370 PEACHTREE ROAD NE CITY: ALBANY STATE: GA ZIP: 30319 FORMER COMPANY: FORMER CONFORMED NAME: GRAY COMMUNICATIONS SYSTEMS INC /GA/ DATE OF NAME CHANGE: 19950612 FORMER COMPANY: FORMER CONFORMED NAME: GRAY COMMUNICATIONS CORP DATE OF NAME CHANGE: 19911011 FORMER COMPANY: FORMER CONFORMED NAME: GRAY COMMUNICATIONS SYSTEMS INC DATE OF NAME CHANGE: 19880331 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SANDLER CAPITAL MANAGEMENT CENTRAL INDEX KEY: 0001000742 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 112792496 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 767 FIFTH AVENUE STREET 2: 45TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10153 BUSINESS PHONE: 2127548100 MAIL ADDRESS: STREET 1: 767 FIFTH AVENUE STREET 2: 45TH FL CITY: NEW YORK STATE: NY ZIP: 10153 SC 13G/A 1 schedule13ga_82603.txt SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No. 1) GRAY TELEVISION, INC. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, no par value - -------------------------------------------------------------------------------- (Title of Class of Securities) 389375106 - -------------------------------------------------------------------------------- (CUSIP Number) August 26, 2003 - -------------------------------------------------------------------------------- (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [ ] Rule 13d-1(b) [ X ] Rule 13d-1(c) [ ] Rule 13d-1(d) CUSIP No. 389375106 13G 2 of 27 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Sandler Capital Management 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION New York 5 SOLE VOTING POWER 0 NUMBER OF 6 SHARED VOTING POWER SHARES BENEFICIALLY 0 OWNED BY EACH 7 SOLE DISPOSITIVE POWER REPORTING PERSON WITH 0 8 SHARED DISPOSITIVE POWER 0 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 shares of Common Stock 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0% 12 TYPE OF REPORTING PERSON PN CUSIP No. 389375106 13G 3 of 27 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Sandler Capital Partners V, L.P. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 5 SOLE VOTING POWER 0 NUMBER OF 6 SHARED VOTING POWER SHARES BENEFICIALLY 0 OWNED BY EACH 7 SOLE DISPOSITIVE POWER REPORTING PERSON WITH 0 8 SHARED DISPOSITIVE POWER 0 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 shares of Common Stock 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0% 12 TYPE OF REPORTING PERSON PN CUSIP No. 389375106 13G 4 of 27 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Sandler Capital Partners V FTE, L.P. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 5 SOLE VOTING POWER 0 NUMBER OF 6 SHARED VOTING POWER SHARES BENEFICIALLY 0 OWNED BY EACH 7 SOLE DISPOSITIVE POWER REPORTING PERSON WITH 0 8 SHARED DISPOSITIVE POWER 0 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 shares of Common Stock 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0% 12 TYPE OF REPORTING PERSON PN CUSIP No. 389375106 13G 5 of 27 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Sandler Capital Partners V Germany, L.P. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 5 SOLE VOTING POWER 0 NUMBER OF 6 SHARED VOTING POWER SHARES BENEFICIALLY 0 OWNED BY EACH 7 SOLE DISPOSITIVE POWER REPORTING PERSON WITH 0 8 SHARED DISPOSITIVE POWER 0 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 shares of Common Stock 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0% 12 TYPE OF REPORTING PERSON PN CUSIP No. 389375106 13G 6 of 27 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Sandler Capital Partners, L.P. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 5 SOLE VOTING POWER 0 NUMBER OF 6 SHARED VOTING POWER SHARES BENEFICIALLY 0 OWNED BY EACH 7 SOLE DISPOSITIVE POWER REPORTING PERSON WITH 0 8 SHARED DISPOSITIVE POWER 0 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 shares of Common Stock 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0% 12 TYPE OF REPORTING PERSON PN CUSIP No. 389375106 13G 7 of 27 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) MJDM Corp. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION New York 5 SOLE VOTING POWER 0 NUMBER OF 6 SHARED VOTING POWER SHARES BENEFICIALLY 0 OWNED BY EACH 7 SOLE DISPOSITIVE POWER REPORTING PERSON WITH 0 8 SHARED DISPOSITIVE POWER 0 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 shares of Common Stock 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0% 12 TYPE OF REPORTING PERSON CO CUSIP No. 389375106 13G 8 of 27 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Four JK Corp. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 5 SOLE VOTING POWER 0 NUMBER OF 6 SHARED VOTING POWER SHARES BENEFICIALLY 0 OWNED BY EACH 7 SOLE DISPOSITIVE POWER REPORTING PERSON WITH 0 8 SHARED DISPOSITIVE POWER 0 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 shares of Common Stock 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0% 12 TYPE OF REPORTING PERSON CO CUSIP No. 389375106 13G 9 of 27 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) ALCR Corp. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION New York 5 SOLE VOTING POWER 0 NUMBER OF 6 SHARED VOTING POWER SHARES BENEFICIALLY 0 OWNED BY EACH 7 SOLE DISPOSITIVE POWER REPORTING PERSON WITH 0 8 SHARED DISPOSITIVE POWER 0 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 shares of Common Stock 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0% 12 TYPE OF REPORTING PERSON CO CUSIP No. 389375106 13G 10 of 27 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Andrew Sandler 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION United States 5 SOLE VOTING POWER 0 NUMBER OF 6 SHARED VOTING POWER SHARES BENEFICIALLY 0 OWNED BY EACH 7 SOLE DISPOSITIVE POWER REPORTING PERSON WITH 0 8 SHARED DISPOSITIVE POWER 0 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 shares of Common Stock 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0% 12 TYPE OF REPORTING PERSON IN CUSIP No. 389375106 13G 11 of 27 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Michael J. Marocco 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION United States 5 SOLE VOTING POWER 0 NUMBER OF 6 SHARED VOTING POWER SHARES BENEFICIALLY 0 OWNED BY EACH 7 SOLE DISPOSITIVE POWER REPORTING PERSON WITH 0 8 SHARED DISPOSITIVE POWER 0 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 shares of Common Stock 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0% 12 TYPE OF REPORTING PERSON IN CUSIP No. 389375106 13G 12 of 27 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) John Kornreich 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION United States 5 SOLE VOTING POWER 50,000 NUMBER OF 6 SHARED VOTING POWER SHARES BENEFICIALLY 0 OWNED BY EACH 7 SOLE DISPOSITIVE POWER REPORTING PERSON WITH 50,000 8 SHARED DISPOSITIVE POWER 0 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 50,000 shares of Common Stock 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.11% 12 TYPE OF REPORTING PERSON IN CUSIP No. 389375106 13G 13 of 27 SCHEDULE 13G Item 1. (a) Name of Issuer: Gray Television, Inc. (b) Address of Issuer's Principal Executive Offices: 4370 Peachtree Road NE Atlanta, Georgia 30319 Item 2. 1. (a) Name of Person Filing: Sandler Capital Management (b) Address of Principal Business Office, or, if none, Residence: 767 Fifth Avenue New York, New York 10153 (c) Citizenship or Place of Organization: Sandler Capital Management is a general partnership organized under the laws of the State of New York. (d) Title of Class of Securities: Common Stock, no par value (e) CUSIP Number: 389375106 2. (a) Name of Person Filing: Sandler Capital Partners V, L.P. ("Sandler V") (b) Address of Principal Business Office, or, if none, Residence: 767 Fifth Avenue New York, New York 10153 (c) Citizenship or Place of Organization: Sandler V is a limited partnership organized under the laws of the State of Delaware. (d) Title of Class of Securities: Common Stock, no par value (e) CUSIP Number: 389375106 CUSIP No. 389375106 13G 14 of 27 3. (a) Name of Person Filing: Sandler Capital Partners V FTE, L.P. ("Sandler V FTE") (b) Address of Principal Business Office, or, if none, Residence: 767 Fifth Avenue New York, New York 10153 (c) Citizenship or Place of Organization: Sandler V FTE is a limited partnership organized under the laws of the State of Delaware. (d) Title of Class of Securities: Common Stock, no par value (e) CUSIP Number: 389375106 4. (a) Name of Person Filing: Sandler Capital Partners V Germany, L.P. ("Sandler V Germany") (b) Address of Principal Business Office, or, if none, Residence: 767 Fifth Avenue New York, New York 10153 (c) Citizenship or Place of Organization: Sandler V Germany is a limited partnership organized under the laws of the State of Delaware. (d) Title of Class of Securities: Common Stock, no par value (e) CUSIP Number: 389375106 5. (a) Name of Person Filing: Sandler Investment Partners, L.P. (b) Address of Principal Business Office, or, if none, Residence: 767 Fifth Avenue New York, New York 10153 (c) Citizenship or Place of Organization: Sandler Investment Partners, L.P. is a limited partnership organized under the laws of the State of Delaware. (d) Title of Class of Securities: Common Stock, no par value (e) CUSIP Number: 389375106 CUSIP No. 389375106 13G 15 of 27 6. (a) Name of Person Filing: MJDM Corp. (b) Address of Principal Business Office, or, if none, Residence: 767 Fifth Avenue New York, New York 10153 (c) Citizenship or Place of Organization: MJDM Corp. is a corporation organized under the laws of the State of New York. (d) Title of Class of Securities: Common Stock, no par value (e) CUSIP Number: 389375106 7. (a) Name of Person Filing: Four JK Corp. (b) Address of Principal Business Office, or, if none, Residence: 767 Fifth Avenue New York, New York 10153 (c) Citizenship or Place of Organization: Four JK Corp. is a corporation organized under the laws of the State of Delaware. (d) Title of Class of Securities: Common Stock, no par value (e) CUSIP Number: 389375106 8. (a) Name of Person Filing: ALCR Corp. (b) Address of Principal Business Office, or, if none, Residence: 767 Fifth Avenue New York, New York 10153 (c) Citizenship or Place of Organization: ALCR Corp. is a corporation organized under the laws of the State of New York. (d) Title of Class of Securities: Common Stock, no par value (e) CUSIP Number: 389375106 CUSIP No. 389375106 13G 16 of 27 9. (a) Name of Person Filing: Andrew Sandler (b) Address of Principal Business Office, or, if none, Residence: 767 Fifth Avenue New York, New York 10153 (c) Citizenship or Place of Organization: United States (d) Title of Class of Securities: Common Stock, no par value (e) CUSIP Number: 389375106 10. (a) Name of Person Filing: Michael J. Marocco (b) Address of Principal Business Office, or, if none, Residence: 767 Fifth Avenue New York, New York 10153 (c) Citizenship or Place of Organization: United States (d) Title of Class of Securities: Common Stock, no par value (e) CUSIP Number: 389375106 11. (a) Name of Person Filing: John Kornreich (b) Address of Principal Business Office, or, if none, Residence: 767 Fifth Avenue New York, New York 10153 (c) Citizenship or Place of Organization: United States (d) Title of Class of Securities: Common Stock, no par value (e) CUSIP Number: 389375106 Item 3. If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a: Not applicable. CUSIP No. 389375106 13G 17 of 27 Item 4. Ownership. Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. 1. Sandler Capital Management: (a) Amount beneficially owned: 0 shares of Common Stock, no par value, of Gray Television, Inc. Reporting Person is managed by a committee (the "Management Committee") consisting of the principal stockholders of ALCR Corp., MJDM Corp., and Four JK Corp. (Andrew Sandler, Michael J. Marocco and John Kornreich). All decisions regarding Sandler V, Sandler V FTE and Sandler V Germany's investment in the securities of the Issuer require the consent of the Management Committee. Sandler Capital Management is the general partner of Sandler Investment Partners, L.P., which is the general partner of Sandler V, Sandler V FTE and Sandler V Germany. (b) Percent of class: 0% (c) Number of shares as to which the person has: (i) Sole power to vote or to direct the vote: 0 shares (ii) Shared power to vote or to direct the vote: 0 shares (iii) Sole power to dispose or to direct the disposition of: 0 shares (iv) Shared power to dispose or to direct the disposition of: 0 shares 2. Sandler Capital Partners V, L.P.: (a) Amount beneficially owned: 0 shares of Common Stock, no par value, of Gray Television, Inc. (b) Percent of class: 0% (c) Number of shares as to which the person has: (i) Sole power to vote or to direct the vote: 0 shares (ii) Shared power to vote or to direct the vote: 0 shares (iii) Sole power to dispose or to direct the disposition of: 0 shares (iv) Shared power to dispose or to direct the disposition of: 0 shares CUSIP No. 389375106 13G 18 of 27 3. Sandler Capital Partners V FTE, L.P.: (a) Amount beneficially owned: 0 shares of Common Stock, no par value, of Gray Television, Inc. (b) Percent of class: 0% (c) Number of shares as to which the person has: (i) Sole power to vote or to direct the vote: 0 shares (ii) Shared power to vote or to direct the vote: 0 shares (iii) Sole power to dispose or to direct the disposition of: 0 shares (iv) Shared power to dispose or to direct the disposition of: 0 shares 4. Sandler Capital Partners V Germany, L.P. (a) Amount beneficially owned: 0 shares of Common Stock, no par value, of Gray Television, Inc. (b) Percent of class: 0% (c) Number of shares as to which the person has: (i) Sole power to vote or to direct the vote: 0 shares (ii) Shared power to vote or to direct the vote: 0 shares (iii) Sole power to dispose or to direct the disposition of: 0 shares (iv) Shared power to dispose or to direct the disposition of: 0 shares CUSIP No. 389375106 13G 19 of 27 5. Sandler Investment Partners, L.P.: (a) Amount beneficially owned: 0 shares of Common Stock, no par value, of Gray Television, Inc. Sandler Investment Partners, L.P. is the general partner of Sandler V, Sandler V FTE and Sandler V Germany. (b) Percent of class: 0% (c) Number of shares as to which the person has: (i) Sole power to vote or to direct the vote: 0 shares (ii) Shared power to vote or to direct the vote: 0 shares (iii) Sole power to dispose or to direct the disposition of: 0 shares (iv) Shared power to dispose or to direct the disposition of: 0 shares 6. MJDM Corp.: (a) Amount beneficially owned: 0 shares of Common Stock, no par value, of Gray Television, Inc. Reporting Person is a general partner of Sandler Capital Management, which is the general partner of Sandler Investment Partners, L.P., which is the general partner of Sandler V, Sandler V FTE and Sandler V Germany. (b) Percent of class: 0% (c) Number of shares as to which the person has: (i) Sole power to vote or to direct the vote: 0 shares (ii) Shared power to vote or to direct the vote: 0 shares (iii) Sole power to dispose or to direct the disposition of: 0 shares (iv) Shared power to dispose or to direct the disposition of: 0 shares CUSIP No. 389375106 13G 20 of 27 7. Four JK Corp.: (a) Amount beneficially owned: 0 shares of Common Stock, no par value, of Gray Television, Inc. Reporting Person is a general partner of Sandler Capital Management, which is the general partner of Sandler Investment Partners, L.P., which is the general partner of Sandler V, Sandler V FTE and Sandler V Germany. (b) Percent of class: 0% (c) Number of shares as to which the person has: (i) Sole power to vote or to direct the vote: 0 shares (ii) Shared power to vote or to direct the vote: 0 shares (iii) Sole power to dispose or to direct the disposition of: 0 shares (iv) Shared power to dispose or to direct the disposition of: 0 shares 8. ALCR Corp.: (a) Amount beneficially owned: 0 shares of Common Stock, no par value, of Gray Television, Inc. Reporting Person is a general partner of Sandler Capital Management, which is the general partner of Sandler Investment Partners, L.P., which is the general partner of Sandler V, Sandler V FTE and Sandler V Germany. (b) Percent of class: 0% (c) Number of shares as to which the person has: (i) Sole power to vote or to direct the vote: 0 shares (ii) Shared power to vote or to direct the vote: 0 shares (iii) Sole power to dispose or to direct the disposition of: 0 shares (iv) Shared power to dispose or to direct the disposition of: 0 shares CUSIP No. 389375106 13G 21 of 27 9. Andrew Sandler: (a) Amount beneficially owned: 0 shares of Common Stock, no par value, of Gray Television, Inc. Reporting Person is the sole shareholder of ALCR Corp., a member of the Management Committee of Sandler Capital Management and a Managing Director of Sandler Capital Management, which is the general partner of Sandler Investment Partners, L.P., the general partner of Sandler V, Sandler V FTE and Sandler V Germany. (b) Percent of class: 0% (c) Number of shares as to which the person has: (i) Sole power to vote or to direct the vote: 0 shares (ii) Shared power to vote or to direct the vote: 0 shares (iii) Sole power to dispose or to direct the disposition of: 0 shares (iv) Shared power to dispose or to direct the disposition of: 0 shares 10. Michael J. Marocco: (a) Amount beneficially owned: 0 shares of Common Stock, no par value, of Gray Television, Inc. Reporting Person is the sole shareholder of MJDM Corp., a member of the Management Committee of Sandler Capital Management and a Managing Director of Sandler Capital Management, which is the general partner of Sandler Investment Partners, L.P., the general partner of Sandler V, Sandler V FTE and Sandler V Germany. (b) Percent of class: 0% (c) Number of shares as to which the person has: (i) Sole power to vote or to direct the vote: 0 shares (ii) Shared power to vote or to direct the vote: 0 shares CUSIP No. 389375106 13G 22 of 27 (iii) Sole power to dispose or to direct the disposition of: 0 shares (iv) Shared power to dispose or to direct the disposition of: 0 shares 11. John Kornreich: (a) Amount beneficially owned: 50,000(1) shares of Common Stock, no par value, of Gray Television, Inc. Reporting Person is the majority shareholder of Four JK Corp., a member of the Management Committee of Sandler Capital Management and a Managing Director of Sandler Capital Management, which is the general partner of Sandler Investment Partners, L.P., the general partner of Sandler V, Sandler V FTE, and Sandler V Germany. Reporting Person is also the sole general partner of JK Media Limited Partnership. (b) Percent of class: 0% (c) Number of shares as to which the person has: (i) Sole power to vote or to direct the vote: 50,000(1) shares (ii) Shared power to vote or to direct the vote: 0 shares (iii) Sole power to dispose or to direct the disposition of: 50,000(1) shares (iv) Shared power to dispose or to direct the disposition of: 0 shares _________________________ (1) Includes 50,000 shares of Common Stock owned by JK Media Limited Partnership, of which the Reporting Person is the sole general partner. CUSIP No. 389375106 13G 23 of 27 Item 5. Ownership of Five Percent or Less of a Class. If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5% of the class of securities, check the following: [X] Item 6. Ownership of More Than Five Percent on Behalf of Another Person. See Item 4. Item 7. Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. Not applicable. Item 8. Identification and Classification of Members of the Group. See Exhibit A for Joint Filing Agreement. Item 9. Notice of Dissolution of Group. Not applicable. Item 10. Certifications. By signing below each party certifies that, to the best of his, her or its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. CUSIP No. 389375106 13G 24 of 27 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. Date: February 17, 2004 SANDLER CAPITAL MANAGEMENT By: MJDM Corp., a general partner By: /s/ Moira Mitchell Name: Moira Mitchell Title: President Date: February 17, 2004 SANDLER CAPITAL PARTNERS V, L.P. By: Sandler Investment Partners, L.P., general partner By: Sandler Capital Management, general partner By: MJDM Corp., a general partner By: /s/ Moira Mitchell Name: Moira Mitchell Title: President Date: February 17, 2004 SANDLER CAPITAL PARTNERS V FTE, L.P. By: Sandler Investment Partners, L.P., general partner By: Sandler Capital Management, general partner By: MJDM Corp., a general partner By: /s/ Moira Mitchell Name: Moira Mitchell Title: President Date: February 17, 2004 SANDLER CAPITAL PARTNERS V GERMANY, L.P. By: Sandler Investment Partners, L.P., general partner By: Sandler Capital Management, general partner By: MJDM Corp., a general partner By: /s/ Moira Mitchell Name: Moira Mitchell Title: President CUSIP No. 389375106 13G 24 of 27 Date: February 17, 2004 SANDLER INVESTMENT PARTNERS, L.P. By: Sandler Capital Management, general partner By: MJDM Corp., a general partner By: /s/ Moira Mitchell Name: Moira Mitchell Title: President Date: February 17, 2004 MJDM CORP. By: /s/ Moira Mitchell Name: Moira Mitchell Title: President Date: February 17, 2004 FOUR JK CORP. By: /s/ Moira Mitchell Name: Moira Mitchell Title: President Date: February 17, 2004 ALCR CORP. By: /s/ Moira Mitchell Name: Moira Mitchell Title: Secretary Date: February 17, 2004 By: /s/ Andrew Sandler Name: Andrew Sandler Date: February 17, 2004 By: /s/ Michael Marocco Name: Michael J. Marocco Date: February 17, 2004 By: /s/ John Kornreich Name: John Kornreich CUSIP No. 389375106 13G 26 of 27 Exhibit A JOINT FILING AGREEMENT In accordance with Rule 13d-1(f) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Common Stock of Gray Television, Inc. and that this Agreement be included as an Exhibit to such statement. IN WITNESS WHEREOF, the undersigned hereby execute this Agreement effective as of the 17th day of February 2004. Date: February 17, 2004 SANDLER CAPITAL MANAGEMENT By: MJDM Corp., a general partner By: /s/ Moira Mitchell Name: Moira Mitchell Title: President Date: February 17, 2004 SANDLER CAPITAL PARTNERS V, L.P. By: Sandler Investment Partners, L.P., general partner By: Sandler Capital Management, general partner By: MJDM Corp., a general partner By: /s/ Moira Mitchell Name: Moira Mitchell Title: President Date: February 17, 2004 SANDLER CAPITAL PARTNERS V FTE, L.P. By: Sandler Investment Partners, L.P., general partner By: Sandler Capital Management, general partner By: MJDM Corp., a general partner By: /s/ Moira Mitchell Name: Moira Mitchell Title: President CUSIP No. 389375106 13G 27 of 27 Date: February 17, 2004 SANDLER CAPITAL PARTNERS V GERMANY, L.P. By: Sandler Investment Partners, L.P., general partner By: Sandler Capital Management, general partner By: MJDM Corp., a general partner By: /s/ Moira Mitchell Name: Moira Mitchell Title: President Date: February 17, 2004 SANDLER INVESTMENT PARTNERS, L.P. By: Sandler Capital Management, general partner By: MJDM Corp., a general partner By: /s/ Moira Mitchell Name: Moira Mitchell Title: President Date: February 17, 2004 MJDM Corp. By: /s/ Moira Mitchell Name: Moira Mitchell Title: President Date: February 17, 2004 Four JK Corp. By: /s/ Moira Mitchell Name: Moira Mitchell Title: President Date: February 17, 2004 ALCR Corp. By: /s/ Moira Mitchell Name: Moira Mitchell Title: Secretary Date: February 17, 2004 By: /s/ Andrew Sandler Name: Andrew Sandler Date: February 17, 2004 By: /s/ Michael Marocco Name: Michael J. Marocco Date: February 17, 2004 By: /s/ John Kornreich Name: John Kornreich -----END PRIVACY-ENHANCED MESSAGE-----