-----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, LKnnbBalSnn1ayXhAa/dYo1JCadfEvVkGdNtwJgePaQQibBjpLZRV7zC0eqq2NE4 KNjy5FAc0uYHCcLIRUHM8w== 0001209191-05-003593.txt : 20050119 0001209191-05-003593.hdr.sgml : 20050119 20050119151634 ACCESSION NUMBER: 0001209191-05-003593 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050106 FILED AS OF DATE: 20050119 DATE AS OF CHANGE: 20050119 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: HOWELL HILTON H JR CENTRAL INDEX KEY: 0001213166 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-13796 FILM NUMBER: 05536167 MAIL ADDRESS: STREET 1: 4370 PEACHTREE ROAD, N.E. CITY: ATLANTA STATE: GA ZIP: 30319 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 4 1 doc4.xml FORM 4 SUBMISSION X0202 4 2005-01-06 0 0000043196 GRAY TELEVISION INC GTN 0001213166 HOWELL HILTON H JR 4370 PEACHTREE ROAD,NE ATLANTA GA 30319 1 1 0 0 Vice Chairman Common Stock (GTN) 189497 D Common Class A Stock (GTN.A) 60000 D Common Class A Stock (GTN.A) 58575 I Spouse Common Class A Stock (GTN.A) 500 I children Common Stock (GTN) 35000 I Delta Fire & Casualty Insurance Co. Common Class A Stock (GTN.A) 33750 I Delta Fire & Casualty Insurance Co. Common Stock (GTN) 10000 I Delta Life Insurance Co. Common Class A Stock (GTN.A) 135795 I Delta Life Insurance Co. Common Class A Stock (GTN.A) 221706 I Bankers Fidelity Life Insurance 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 Associated Casualty Insurance Co. Common Class A Stock (GTN.A) 2005-01-06 4 P 0 3000 13.079 A 25000 I Associated Casualty Insurance Co. Common Stock (GTN) 50000 I American Southern Insurance Co. nqso 10.75 2002-09-21 2005-09-21 GTN 80000 80000 D nqso 8.89 2004-10-28 2007-10-28 GTN 25000 25000 D nqso 11.23 2004-01-07 2007-01-07 GTN 6700 6700 D Series C Preferred Stock 14.39 2007-04-22 2012-04-22 GTN 121612 175 I Georgia Casualty & Surety Co. Series C Preferred Stock 14.39 2007-04-22 2012-04-22 GTN 121612 175 I Bankers Fidelity Life Insurance Co. Series C Preferred Stock 14.39 2007-04-22 2012-04-22 GTN 207088 298 I Delta Life Insurance Co. Series C Preferred Stock 14.39 2007-04-22 2012-04-22 GTN 34746 50 I Delta Fire & Casualty Insurance Co. In April of 2002, Gray Television, Inc. issued Series C Preferred Stock to certain affiliates of Mr. Howell and others unaffiliated with Mr. Howell or Gray. The Series C Preferred Stock is convertible into Gray's Common Stock ("GTN") at a conversion price of $14.39 per share. The Series C Preferred Stock is redeemable at Gray'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 2005-01-08 EX-24.4_69253 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. Signature Hilton Howell Print Name -----END PRIVACY-ENHANCED MESSAGE-----