-----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, QTsBGiOyfg6ydFYdjkZVciqqO+6C6jXa1u34+P1kO31DdOQ70Ud03OJ5g5FIyq+D kTI4ZWUSnhTL7IO3t2COCw== 0001209191-06-030340.txt : 20060516 0001209191-06-030340.hdr.sgml : 20060516 20060516152737 ACCESSION NUMBER: 0001209191-06-030340 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060515 FILED AS OF DATE: 20060516 DATE AS OF CHANGE: 20060516 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: 06845663 BUSINESS ADDRESS: 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 2006-05-15 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) 118950 D Common Stock (GTN) 85500 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 Stock (GTN) 4261 D Common Class A Stock (GTN.A) 101200 I Gulf Capital Services, Ltd. Common Class A Stock (GTN.A) 609840 I Spouse Common Class A Stock (GTN.A) 2006-05-15 4 A 0 10000 7.19 A 750275 D Option - Class A Common Stock (GTN.A) 15.39 2000-11-19 2008-11-19 GTN.A 11570 11570 D Option - Common Stock (GTN) 10.93 2005-11-20 2008-11-20 GTN 45720 45720 D Option - Common Stock (GTN) 9.58 2004-09-30 2007-09-30 GTN 125730 125730 D Option - Common Stock (GTN) 9.82 2004-01-07 2007-01-07 GTN 76581 76581 D Series C Pref Stock 13.07 2007-04-22 2012-04-22 GTN 41316 54 I Spouse Series C Pref Stock 13.07 2007-04-22 2012-04-22 GTN 27544 36 I Spouse as Trustee for Children Series C Pref Stock 13.07 2007-04-22 2012-04-22 GTN 27544 36 I Spouse as Trustee for Children Series C Pref Stock 13.07 2007-04-22 2012-04-22 GTN 133894 175 I Georgia Casualty and Surety Co. Series C Pref Stock 13.07 2007-04-22 2012-04-22 GTN 133894 175 I Bankers Fidelity Life Insurance Co. Series C Pref Stock 13.07 2007-04-22 2012-04-22 GTN 228003 298 I Delta Life Insurance Co. Series C Pref Stock 13.07 2007-04-22 2012-04-22 GTN 38256 50 I Delta Fire & Casualty Insurance Co. Option - Common Stock (GTN) 12.30 2005-05-19 2007-11-19 GTN 57150 57150 D Options-Common Stock (GTN) 9.71 2005-06-07 2010-06-07 GTN 142875 142875 D Shares are held in an IRA account. Held in 401K plan and based on plan statement as of 12/31/05. Reflects anti-dilution adjustment undertaken as a result of the spin-off completed on December 30, 2005. 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 $13.07 (as adjusted for the spin off of TCM) 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 ($13.07 as adjusted for the spin off of TCM). Dottie Boudreau by power of attorney 2006-05-16 EX-24.4_137059 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. Dottie R. Boudreau 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 1st day of November, 2005. /s/ J. Mack Robinson Signature J. Mack Robinson Print Name -----END PRIVACY-ENHANCED MESSAGE-----