-----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, MpCVsoxxRP5OZWh127cTKuQ9ZTJ/dnuLGW6tOy4uE5RU39NQUeXH/xwsJcfz4ePA 7z0rXmh1sdhbGobZqs8PFA== 0001209191-04-052502.txt : 20041112 0001209191-04-052502.hdr.sgml : 20041111 20041112160521 ACCESSION NUMBER: 0001209191-04-052502 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20041110 FILED AS OF DATE: 20041112 DATE AS OF CHANGE: 20041112 ISSUER: 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 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 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ROBINSON J MACK CENTRAL INDEX KEY: 0001008889 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-13796 FILM NUMBER: 041139385 BUSINESS ADDRESS: STREET 1: 4370 PEACHTREE RD CITY: ATLANTA STATE: GA ZIP: 30319 BUSINESS PHONE: 4042312111 MAIL ADDRESS: STREET 1: 4370 PEACHTREE RD CITY: ATLANTA STATE: GA ZIP: 30319 4 1 doc4.xml FORM 4 SUBMISSION X0202 4 2004-11-10 0 0000043196 GRAY TELEVISION INC GTN 0001008889 ROBINSON J MACK 4370 PEACHTREE ROAD,NE ATLANTA GA 30319 1 1 0 0 Chairman & CEO Common Stock (GTN) 113950 D Common Class A Stock (GTN.A) 405775 D Common Stock (GTN) 80500 I Spouse Common Class A Stock (GTN.A) 2004-11-10 4 P 0 2700 12.1352 A 571240 I Spouse Common Class A Stock (GTN.A) 10400 I Spouse Common Stock (GTN) 43750 I Spouse as Trustee for Children Common Class A Stock (GTN.A) 1062380 I Spouse as Trustee for Children Common Stock (GTN) 35000 I Delta Fire & Casualty Ins. Co. Common Class A Stock (GTN.A) 33750 I Delta Fire & Casualty Ins. Co. Common Stock (GTN) 10000 I Delta Life Ins. Co. Common Class A Stock (GTN.A) 135795 I Delta Life Ins. Co. Common Class A Stock (GTN.A) 221706 I Bankers Fidelity Life Ins. Co. Common Stock (GTN) 6000 I Georgia Casualty & Surety Co. Common Class A Stock (GTN.A) 132354 I Georgia Casualty & Surety Co. Common Stock (GTN) 72000 I Assoc. Casualty Insurance Co. Common Class A Stock (GTN.A) 22000 I Assoc. Casualty Insurance Co. Common Stock (GTN) 50000 I American Southern Insurance Co. Common Class A Stock (GTN.A) 50200 I Gulf Capital Services, Ltd. Common Stock (GTN) 3521 D nqso 17.81 2000-11-19 2008-11-19 GTN.A 10000 10000 D nqso 14.00 2000-11-19 2003-11-19 GTN 40000 40000 D nqso 12.75 2001-11-19 2004-11-19 GTN 50000 50000 D nqso 10.95 2004-09-30 2007-09-30 GTN 110000 110000 D nqso 10.125 2002-05-25 2005-05-25 GTN 100000 100000 D nqso 11.23 2004-01-07 2007-01-07 GTN 67000 67000 D Series C Pref Stock 14.39 2007-04-22 2012-04-22 GTN 37526 54 I Spouse Series C Pref Stock 14.39 2007-04-22 2012-04-22 GTN 25017 36 I Spouse as Trustee for Children Series C Pref Stock 14.39 2007-04-22 2012-04-22 GTN 25017 36 I Spouse as Trustee for Children Series C Pref Stock 14.39 2007-04-22 2012-04-22 GTN 121612 175 I Georgia Casualty and Surety Co. Series C Pref Stock 14.39 2007-04-22 2012-04-22 GTN 121612 175 I Bankers Fidelity Life Insurance Co. Series C Pref Stock 14.39 2007-04-22 2012-04-22 GTN 207088 298 I Delta Life Insurance Co. Series C Pref Stock 14.39 2007-04-22 2012-04-22 GTN 34746 50 I Delta Fire & Casualty Insurance Co. Held in 401K plan. In April of 2002, the Company issued Series C Preferred Stock to Mr. Robinson and certain of his affiliates in exchange for Series A and Series B Preferred Stock then held by Mr. Robinson. The Series C Preferred Stock is convertible into the Company's Common Stock ("GTN")at a conversion price of $14.39 per share. The Series C Preferred Stock is redeemable at the Company's option on or after April 22, 2007 and is subject to mandatory redemption on April 22, 2012 at a value of $10,000 per share. Each share of Series C Preferred Stock is convertible into a number of shares of common stock determined by dividing the liquidation preference ($10,000) by the conversion price ($14.39). J. S. Cowart IV by power of attorney 2004-11-12 EX-24.4_61280 2 poa.txt POA DOCUMENT POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints each of persons listed below, signing singly, the undersigned's true and lawful attorney-in-fact to: (1) execute for and on behalf of the undersigned, in the undersigned's capacity as an officer and/or director of Gray Television, Inc. (the "Company"), Forms 3, 4 and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder; (2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4 or 5, and timely file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority; and (3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion. James C. Ryan J. S. Cowart, IV The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 16 of the Securities Exchange Act of 1934. This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4 and 5 with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 16th day of August, 2004. /s/ J. Mack Robinson Signature J. Mack Robinson Print Name -----END PRIVACY-ENHANCED MESSAGE-----