Gray Television, Inc
 

United States
Securities and Exchange Commission
Washington, D.C. 20549

FORM 8-K

Current Report
Pursuant to Section 13 or 15(D) of the
Securities Exchange Act of 1934

 

     
September 3, 2002   1-13796
 
Date of Report (Date of earliest event reported)   Commission File Number

 

Gray Television, Inc.
(Exact name of registrant as specified in its charter)

 

     
Georgia   52-0285030
 
(State or other jurisdiction of incorporation or organization)   (I.R.S. Employer Identification Number)

 

4370 Peachtree Road, NE
Atlanta, Georgia 30319

(Address of Principal Executive Offices) (Zip Code)

 

(404) 504-9828

(Registrant’s telephone number, including area code)

 

 

Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.

(a)-(b)   Not applicable
 
(c)   Exhibits
     
Exhibit 1.1   Form of Underwriting Agreement by and among Gray Television, Inc. and the Guarantors named therein and the Underwriters named therein
 
Exhibit 4.1   Indenture, dated as of December 15, 2001, by and among Gray Communications Systems, Inc., as issuer, the Subsidiary Guarantors named therein and Bankers Trust Company, as trustee (incorporated by reference to Exhibit 4.13 to the registrant’s Form 10-K for the year ended December 31, 2001)
 
Exhibit 4.2   Form of Supplemental Indenture by and among Gray Television, Inc. (f/k/a Gray Communications Systems, Inc.), as issuer, the Subsidiary Guarantors named therein and Deutsche Bank Trust Company Americas (f/k/a Bankers Trust Company), as trustee
 
Exhibit 4.3   Form of Additional Note
 
Exhibit 5.1   Opinion of Proskauer Rose LLP as to the legality of the securities offered in the Prospectus Supplement relating to the offering of $100,000,000 in senior subordinated notes due 2011
 
Exhibit 5.2   Opinion of Troutman Sanders LLP as to the legality of the securities offered in the Prospectus Supplement relating to the offering of $100,000,000 in senior subordinated notes due 2011
 
Exhibit 8.1   Opinion of Proskauer Rose LLP as to the material U.S. federal income tax consequences to the holders of the securities offered in the Prospectus Supplement relating to the offering of $100,000,000 in senior subordinated notes due 2011
 
Exhibit 23.1   Consent of PricewaterhouseCoopers LLP for the Prospectus relating to the offering of up to a total amount of $600,000,000 in securities
 
Exhibit 23.2   Consent of Ernst & Young LLP for the Prospectus relating to the offering of up to a total amount of $600,000,000 in securities
 
Exhibit 23.3   Consent of McGladrey & Pullen, LLP for the Prospectus relating to the offering of up to a total amount of $600,000,000 in securities
 
Exhibit 23.4   Consent of PricewaterhouseCoopers LLP for the Prospectus Supplement relating to the offering of $100,000,000 in 9 1/4% senior subordinated notes due 2011
 
Exhibit 23.5   Consent of Ernst & Young LLP for the Prospectus Supplement relating to the offering of $100,000,000 in 9 1/4% senior subordinated notes due 2011
 
Exhibit 23.6   Consent of McGladrey & Pullen, LLP for the Prospectus Supplement relating to the offering of $100,000,000 in 9 1/4% senior subordinated notes due 2011
 
Exhibit 23.7   Consent of Proskauer Rose LLP
(incorporated by reference to Exhibit 5.1)
 
Exhibit 23.8   Consent of Troutman Sanders LLP
(incorporated by reference to Exhibit 5.2)

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SIGNATURE

         Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

               
Dated:   September 3, 2002       GRAY TELEVISION, INC.
 
 
        By:   /s/ James C. Ryan
           
            James C. Ryan
Vice President and Chief Financial Officer

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EXHIBIT INDEX

     
Exhibit    
Number   Description
 
     
1.1   Form of Underwriting Agreement by and among Gray Television, Inc. and the Guarantors named therein and the Underwriters named therein
     
4.1   Indenture, dated as of December 15, 2001, by and among Gray Communications Systems, Inc., as issuer, the Subsidiary Guarantors named therein and Bankers Trust Company, as trustee (incorporated by reference to Exhibit 4.13 to the registrant’s Form 10-K for the year ended December 31, 2001)
     
4.2   Form of Supplemental Indenture by and among Gray Television, Inc. (f/k/a Gray Communications Systems, Inc.), as issuer, the Subsidiary Guarantors named therein and Deutsche Bank Trust Company Americas (f/k/a Bankers Trust Company), as trustee
     
4.3   Form of Additional Note
     
5.1   Opinion of Proskauer Rose LLP as to the legality of the securities offered in the Prospectus Supplement relating to the offering of $100,000,000 in senior subordinated notes due 2011
     
5.2   Opinion of Troutman Sanders LLP as to the legality of the securities offered in the Prospectus Supplement relating to the offering of $100,000,000 in senior subordinated notes due 2011
     
8.1   Opinion of Proskauer Rose LLP as to the material U.S. federal income tax consequences to the holders of the securities offered in the Prospectus Supplement relating to the offering of $100,000,000 in senior subordinated notes due 2011
     
23.1   Consent of PricewaterhouseCoopers LLP for the Prospectus relating to the offering of up to a total amount of $600,000,000 in securities
 
23.2   Consent of Ernst & Young LLP for the Prospectus relating to the offering of up to a total amount of $600,000,000 in securities
 
23.3   Consent of McGladrey & Pullen, LLP for the Prospectus relating to the offering of up to a total amount of $600,000,000 in securities
 
23.4   Consent of PricewaterhouseCoopers LLP for the Prospectus Supplement relating to the offering of $100,000,000 in 9 1/4% senior subordinated notes due 2011
 
23.5   Consent of Ernst & Young LLP for the Prospectus Supplement relating to the offering of $100,000,000 in
9 1/4% senior subordinated notes due 2011
 
23.6   Consent of McGladrey & Pullen, LLP for the Prospectus Supplement relating to the offering of $100,000,000 in 9 1/4% senior subordinated notes due 2011
 
23.7    Consent of Proskauer Rose LLP
(incorporated by reference to Exhibit 5.1)
 
23.8    Consent of Troutman Sanders LLP
(incorporated by reference to Exhibit 5.2)

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