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