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Gray Television, Inc. (Exact Name of Registrant As Specified in Its Charter)
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 Date of report (Date of earliest event reported): September 15, 2015 (September 14, 2015) Gray Television, Inc. (Exact name of registrant as specified in its charter) Georgia 001-13796 58-0285030 (State or other jurisdiction (Commission File Number) (IRS employer of incorporation) Identification No.) 4370 Peachtree Road, Atlanta GA 30319 (Address of principal executive offices) (Zip Code) Registrant’s telephone number, including area code (404) 504-9828 N/A (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Item 1.01 – Entry into a Material Definitive Agreement On September 14, 2015, Gray Television Inc. (“Gray”) announced that, pursuant to an asset purchase agreement, dated as of September 14, 2015, among Schurz Communications, Inc. (“Schurz”), certain subsidiaries of Schurz and Gray Television Group, Inc., a wholly-owned subsidiary of Gray (the “Agreement”), it has agreed to acquire all of the television and radio stations owned by Schurz for approximately $442.5 million inclusive of working capital (the “Acquisition”). -
DOC-335363A1.Pdf
Federal Communications Commission 445 Twelfth Street SW PUBLIC NOTICE Washington, D.C. 20554 News media information 202 / 418-0500 Recorded listing of releases and texts 202 / 418-2222 REPORT NO. 28575 Broadcast Applications 9/22/2015 STATE FILE NUMBER E/P CALL LETTERS APPLICANT AND LOCATION N A T U R E O F A P P L I C A T I O N DIGITAL TV APPLICATIONS FOR AMENDMENT RECEIVED CO BRCDT-20131129ANN KFQX 31597 PARKER BROADCASTING OF Amendment filed 09/17/2015 COLORADO, LLC E CHAN-15 CO , GRAND JUNCTION AM STATION APPLICATIONS FOR ASSIGNMENT OF LICENSE ACCEPTED FOR FILING IN BAL-20150917AEF WASK 71065 WASK, INC. Voluntary Assignment of License E 1450 KHZ IN , LAFAYETTE From: WASK, INC. To: GRAY TELEVISION LICENSEE, LLC Form 314 IN BAL-20150917AEO WSBT 73985 WSBT, INC. Voluntary Assignment of License E 960 KHZ IN , SOUTH BEND From: WSBT, INC. To: GRAY TELEVISION LICENSEE, LLC Form 314 DIGITAL CLASS A TV APPLICATIONS FOR ASSIGNMENT OF LICENSE ACCEPTED FOR FILING WY BALDVA-20150917ADH K09YI-D 167560 NEW RUSHMORE RADIO, INC. Voluntary Assignment of License E CHAN-9 WY , GILLETTE From: RUSHMORE MEDIA COMPANY, INC. To: GRAY TELEVISION LICENSEE, LLC Form 314 Page 1 of 20 Federal Communications Commission 445 Twelfth Street SW PUBLIC NOTICE Washington, D.C. 20554 News media information 202 / 418-0500 Recorded listing of releases and texts 202 / 418-2222 REPORT NO. 28575 Broadcast Applications 9/22/2015 STATE FILE NUMBER E/P CALL LETTERS APPLICANT AND LOCATION N A T U R E O F A P P L I C A T I O N DIGITAL TRANSLATOR OR DIGITAL LPTV APPLICATIONS FOR ASSIGNMENT OF LICENSE ACCEPTED FOR FILING MO BALDTL-20150917ACU K15CZ-D 49186 KY3, INC. -
Broadcast Actions 10/23/2018
Federal Communications Commission 445 Twelfth Street SW PUBLIC NOTICE Washington, D.C. 20554 News media information 202 / 418-0500 Recorded listing of releases and texts 202 / 418-2222 REPORT NO. 49347 Broadcast Actions 10/23/2018 STATE FILE NUMBER E/P CALL LETTERS APPLICANT AND LOCATION N A T U R E O F A P P L I C A T I O N Actions of: 10/18/2018 DIGITAL TRANSLATOR OR DIGITAL LPTV APPLICATIONS FOR DISPLACEMENT ACCEPTED FOR FILING RI 0000053832 WCRN-LD 9154 TYCHE BROADCASTING, LLC Engineering Amendment filed E CHAN-30 RI , Providence DIGITAL TV APPLICATIONS FOR ASSIGNMENT OF LICENSE DISMISSED WY BALCDT-20180212ABP KFNE 21613 WYOMEDIA CORPORATION Voluntary Assignment of License, as amended From: WYOMEDIA CORPORATION E CHAN-10 WY , RIVERTON To: LEGACY BROADCASTING OF WYOMING LLC Form 314 WY BALCDT-20180212ABQ KLWY 40250 WYOMEDIA CORPORATION Voluntary Assignment of License, as amended From: WYOMEDIA CORPORATION E CHAN-27 WY , CHEYENNE To: LEGACY BROADCASTING OF WYOMING LLC Form 314 WY BALCDT-20180212ABR KFNR 21612 WYOMEDIA CORPORATION Voluntary Assignment of License, as amended From: WYOMEDIA CORPORATION E CHAN-9 WY ,RAWLINS To: LEGACY BROADCASTING OF WYOMING LLC Form 314 Page 1 of 21 Federal Communications Commission 445 Twelfth Street SW PUBLIC NOTICE Washington, D.C. 20554 News media information 202 / 418-0500 Recorded listing of releases and texts 202 / 418-2222 REPORT NO. 49347 Broadcast Actions 10/23/2018 STATE FILE NUMBER E/P CALL LETTERS APPLICANT AND LOCATION N A T U R E O F A P P L I C A T I O N Actions of: 10/18/2018 DIGITAL TV APPLICATIONS FOR ASSIGNMENT OF LICENSE DISMISSED WY BALCDT-20180212ABS KFNB 74256 WYOMEDIA CORPORATION Voluntary Assignment of License, as amended From: WYOMEDIA CORPORATION E CHAN-20 WY , CASPER To: LEGACY BROADCASTING OF WYOMING LLC Form 314 DIGITAL TRANSLATOR OR DIGITAL LPTV APPLICATIONS FOR ASSIGNMENT OF LICENSE DISMISSED WY BALDTV-20180212ABT K11RN-D WYOMEDIA CORP. -
Broadcast Market Research TV Households
Broadcast Market Research TVHouseholds Everyindustryneedsameasureofthesizeofitsmarketplaceandtheradioandtelevisionindustriesare noexceptions. TELEVISION - U.S. AmajorsourceofsuchmediamarketdataintheUnitedStatesisNielsenMediaResearch(NMR),and oneofthemeasurementsittakesannuallyisTVHouseholds(TVHH).Ahomewithoneoperable TV/monitorisaTVHH,andNielsenisabletoextrapolateits“NationalUniverseEstimates”fromCensus BureaupopulationdatacombinedwiththisexpressionofTVpenetration. WithUsfromDayOne Theadventofbroadcastadvertising,inJuly1941,wascoincidentalwiththedawnofcommercial television,andwithintenyearsmarketresearchinthenewmediumwasinfullswing. SincetheFederalCommunicationsCommission(FCC)allowedthosefirstTVads—forSunOil,Lever Bros.,Procter&GambleandtheBulovaWatchCompany—reliableaudiencemeasurementhasbeen necessaryformarketerstotargettheircampaigns.TheproliferationofdevicesforviewingTVcontent andthecontinualevolutionofconsumerbehaviorhavemadethetaskmoreimportant—andmore challenging—thanever. Nevertheless,whiletherealityof“TVEverywhere”hasundeniablycomplicatedtheworkofaudience measurement,theuseofonerudimentarygaugepersists—thenumberofhouseholdswithaset,TVHH. NielsenMediaResearch IntheUnitedStates,NielsenMediaResearch(NMR)istheauthoritativesourcefortelevisionaudience measurement(TAM).BestͲknownforitsratingssystem,whichhasdeterminedthefatesofmany televisionprograms,NMRalsotracksthenumberofhouseholdsinaDesignatedMarketArea(DMA) thatownaTV. PublishedannuallybeforethestartofthenewTVseasoninSeptember,theseUniverseEstimates, representingpotentialregionalaudiences,areusedbyadvertiserstoplaneffectivecampaigns. -
Case 1:16-Cv-00026-JRH-BKE Document 33 Filed 03/09/16 Page 1 of 2
Case 1:16-cv-00026-JRH-BKE Document 33 Filed 03/09/16 Page 1 of 2 UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF GEORGIA AUGUSTA DIVISION MEDIA GENERAL OPERATIONS, INC., Plaintiff, Case No.: 1:16-cv-26-JRH-BKE v. SCHURZ COMMUNCIATIONS, INC.; WAGT TELEVISION, INC.; and GRAY TELEVISION GROUP, INC., Defendants. STATEMENT OF INTEREST Pursuant to 28 U.S.C. § 517, the United States Department of Justice respectfully submits this statement in order to attend to the interests of the United States in this matter. As expressed in the letter from the Federal Communications Commission that is attached to this Statement as Exhibit 1, the United States respectfully informs the Court of the government’s views that the injunctive relief Media General has sought conflicts with the FCC’s action of February 12, 2016, authorizing the assignment of the license of television station WAGT(TV) Augusta, Georgia, and with section 310(d) of the Communications Act, 47 U.S.C. § 310(d). Case 1:16-cv-00026-JRH-BKE Document 33 Filed 03/09/16 Page 2 of 2 This 9th day of March, 2016. Respectfully Submitted, BENJAMIN C. MIZER Principal Deputy Assistant Attorney General JUDRY SUBAR Assistant Director, Federal Programs Branch JOSEPH BORSON Trial Attorney, Federal Programs Branch Civil Division United States Department of Justice Washington, D.C. EDWARD J. TARVER United States Attorney /s/ Shannon Heath Statkus Assistant United States Attorney South Carolina Bar 70410 Southern District of Georgia P.O. Box 2017 Augusta, Georgia 30903 (706) 826-4526 Case 1:16-cv-00026-JRH-BKE Document 33-1 Filed 03/09/16 Page 1 of 16 FEDERAL COMMUNICATIONS COMMISSION Washington, D.C. -
Federal Communications Commission Washington, D.C. 20554
Federal Communications Commission Washington, D.C. 20554 February 12, 2019 DA 19-72 Released: February 12, 2019 Legacy Broadcasting, LLC c/o Sally A. Buckman, Esq. Lerman Senter PLLC 2001 L Street, NW Suite 400 Washington, DC 20036 Gray Television Licensee, LLC c/o Henry Wendel Cooley LLP 1299 Pennsylvania Ave, NW Suite 700 Washington, DC 20004 Re: KNHL(DT), Hastings, Nebraska File No. BALCDT-20180913AAE Facility ID No. 48003 Counsel: This letter is in reference to the above-captioned application for assignment of the license of station KNHL(DT), Hastings, Nebraska (KNHL), from Legacy Broadcasting, LLC (Legacy), to Gray Television Licensee, LLC (Gray). Gray requests authority to operate KNHL as a satellite of KSNB-TV, Superior, Nebraska, pursuant to the satellite exception to the local television ownership rule.1 For the reasons set forth below, we grant the request for satellite authority and the application. The Local Television Ownership Rule allows an entity to own two television stations licensed to the same Nielsen Designated Market Area (DMA) if: (1) the digital noise limited service contours (NLSCs) of the stations (as determined by Section 73.622(e) of the Commission’s rules) do not overlap; or (2) at the time the application to acquire or construct the station is filed, at least one of the stations is not ranked among the top-four stations in the DMA, based on the most recent all-day (9 a.m-midnight) audience share, as measured by Nielsen Media Research or by any comparable, accepted audience ratings service.2 Within the Lincoln & Hastings-Kearney Nielsen Designated Market Area (DMA), Gray also owns and operates KOLN(DT), Lincoln, Nebraska and its full power television satellite station KGIN(DT), Grand Island, Nebraska. -
Schurz COMMUNICATOR April 2015
Schurz COMMUNICATOR April 2015 Country copes with severe weather ~ Stories pages 6, 7 and 8 What’s on the inside Penny Reid, The first quarter of 2015 has been a time of significant change for Schurz senior copy editor at Communications, Inc. The April Communicator focuses on these changes. the Bloomington, IN Herald-Times, made It has been a time of acquisition. Long Lines Communications, a west central Iowa cable appearances on the company, was acquired. The company serves an area around television show Sioux City and is headquartered at Sergeant Bluffs. Long Lines “Jeopardy” in March. She was a run-away is a family company, like SCI, and has been in the Long family champion the first for 70 years with second generation management. Story on day of the show. page 4. She lost out the sec- It has been a time of divestiture. In a relative rarity, Schurz ond day but still REID went home with Communication sold a property. The Imperial Valley Press in El $24,400. Story on page 10. Centro, CA and the Associated Desert Shoppers in Palm Desert, South Bend Tribune reporter CA were sold to Imperial Valley News Media. Schurz acquired Virginia Black took the newspaper in 1965 and the shoppers in 1987 and 1989. The to the streets a chilly story is on page 5. SCI President Todd Schurz writes about the day in February to discover what it’s rationale for the sale and acquisition in his column on page 3. like to be a panhan- It has been a time of expansion. -
Federal Communications Commission Washington, D.C. 20554
Federal Communications Commission Washington, D.C. 20554 February 12, 2016 DA 16-154 Released: February 12, 2016 Schurz Communications, Inc. c/o Jack N. Goodman, Esq. Law Offices of Jack N. Goodman 1200 New Hampshire Avenue, NW Suite 600 Washington, DC 20036 Gray Television Group, Inc. c/o John R. Feore, Esq. Cooley LLP 1299 Pennsylvania Avenue, NW Suite 700 Washington, DC 20004 Re: Schurz Communications, Inc. Dear Counsel: This letter is in reference to the unopposed, pending applications listed on Attachment A hereto (Applications) seeking Commission consent to (1) the assignment to Gray Television Licensee, LLC (Gray) of certain full-power broadcast television licenses held by subsidiaries of Schurz Communications, Inc. (Schurz); and (2) the interrelated transactions among Gray, Schurz, and various third parties that are necessary for Gray to comply with the Commission’s multiple ownership rules or that otherwise facilitate the larger transaction.1 In addition to the waiver sought for the Augusta-Aiken local television market, 1 Gray acknowledges that it must divest or otherwise dispose of a full-power television station in each of the following local television markets: Wichita-Hutchinson; South Bend-Elkhart; Augusta-Aiken; and Rapid City. In the Wichita-Hutchinson market, Gray entered into an agreement with a subsidiary of Lockwood Broadcast Group, Inc. (Lockwood) to sell all of the assets of KAKE(TV), Wichita, Kansas, and its full-power satellite stations KLBY(TV), Colby, Kansas, and KUPK(TV), Garden City, Kansas (File Nos. BALCDT-20151014AEC et seq.), in exchange for Lockwood’s WBXX-TV, Crossville, Tennessee (File No. BALCDT-20151014ADY). The Video Division granted these applications on January 29, 2016, and the parties consummated the transaction on February 1, 2016. -
PUBLIC NOTICE Federal Communications Commission
Federal Communications Commission 445 Twelfth Street SW PUBLIC NOTICE Washington, D.C. 20554 News media information 202 / 418-0500 Recorded listing of releases and texts 202 / 418-2222 REPORT NO. 48644 Broadcast Actions 1/4/2016 STATE FILE NUMBER E/P CALL LETTERS APPLICANT AND LOCATION N A T U R E O F A P P L I C A T I O N Actions of: 12/28/2015 CLASS A TV APPLICATIONS FOR ASSIGNMENT OF LICENSE GRANTED ID BALTTA-20151110APK KCLP-CA ALPHA & OMEGA Voluntary Assignment of License 27621 COMMUNICATIONS, LLC From: ALPHA & OMEGA COMMUNICATIONS, LLC E To: TREASURE VALLEY TELECASTING LLC CHAN-18 ID ,BOISE Form 314 DIGITAL TV APPLICATIONS FOR ASSIGNMENT OF LICENSE GRANTED TX BALCDT-20151013AHF KUQI 82910 HIGH MAINTENANCE Voluntary Assignment of License BROADCASTING, LLC From: HIGH MAINTENANCE BROADCASTING, LLC E CHAN-38 To: KUQI LICENSEE, LLC TX , CORPUS CHRISTI Form 314 Actions of: 12/29/2015 FM STATION APPLICATIONS FOR LICENSE TO COVER DISMISSED WA BLED-20140421AAS KBSG 174954 NORTHWEST INDY RADIO License to cover. E 89.5 MHZ WA , WESTPORT Engineering Amendment filed 11/04/2014 Dismissed as moot 12/29/2015 (No letter sent) Page 1 of 21 Federal Communications Commission 445 Twelfth Street SW PUBLIC NOTICE Washington, D.C. 20554 News media information 202 / 418-0500 Recorded listing of releases and texts 202 / 418-2222 REPORT NO. 48644 Broadcast Actions 1/4/2016 STATE FILE NUMBER E/P CALL LETTERS APPLICANT AND LOCATION N A T U R E O F A P P L I C A T I O N Actions of: 12/29/2015 FM STATION APPLICATIONS FOR MINOR MODIFICATION TO A CONSTRUCTION PERMIT DISMISSED MI BMPH-20140908ACU WCUZ 57416 ROY E. -
DOC-309139A1.Pdf
FEDERAL COMMUNICATIONS COMMISSION FACT SHEET FY 2011 AM & FM RADIO STATION REGULATORY FEES Class of Fac. Id. Call Sign Licensee Name Service 84272 961115MD NORTHERN LIGHTS BROADCASTING, L.L.C. FM 87880 970724NE PAMPA BROADCASTERS INC FM 88463 970925MP KRJ COMPANY FM 89133 971022MC GEORGE S. FLINN, JR. FM 160321 DKACE INTERMOUNTAIN MEDIA, LLC AM 164193 DKAHA SOUTH TEXAS FM INVESTMENTS, LLC FM 164213 DKANM TANGO RADIO, LLC FM 166076 DKBWT MAGNOLIA RADIO CORPORATION FM 83886 DKCHC PACIFIC SPANISH NETWORK, INC. FM 33725 DKCLA M.R.S. VENTURES, INC. AM 161165 DKDAN INTERMOUNTAIN MEDIA, LLC AM 129546 DKEWA KM COMMUNICATIONS, INC. AM 170947 DKGQQ KEMP COMMUNICATIONS, INC. FM 165974 DKHES INNOVATED FACILITY SOLUTIONS, INC. FM 160322 DKIFO INTERMOUNTAIN MEDIA, LLC AM 170990 DKIXC NOALMARK BROADCASTING CORPORATION FM 164216 DKKUL-FM TANGO RADIO, LLC FM 164214 DKNOS TANGO RADIO, LLC FM 4236 DKOTN M.R.S. VENTURES, INC. AM 52619 DKPBQ-FM M.R.S. VENTURES, INC. FM 86857 DKRKD M.R.S. VENTURES, INC. FM 170967 DKRKP JER LICENSES, LLC FM 164191 DKTSX SOUTH TEXAS FM INVESTMENTS, LLC FM 70630 DKTTL W.H.A.M. FOR BETTER BROADCASTING, INC. FM 164197 DKXME SOUTH TEXAS FM INVESTMENTS, LLC FM 33726 DKZYP M.R.S. VENTURES, INC. FM 16551 DKZYQ M.R.S. VENTURES, INC. FM 160230 DNONE NORTH STAR BROADCASTING PARTNERS, LLC AM 160392 DNONE TONOPAH RADIO, LLC AM 48759 DWCMA PERIHELION GLOBAL, INC. AM 2297 DWCRW NATIONS RADIO, LLC AM 46952 DWCUG MULLIS COMMUNICATIONS, INC. AM 160767 DWDME WIRELESS FIDELITY OF NORTH AMERICA, INC. AM 71349 DWDOD WDOD OF CHATTANOOGA, INC. -
Introduction
Introduction The Complete Television, Radio & Cable Industry Guide fills the need for current, comprehensive television, radio and cable industry information for both U.S. and Canadian markets, and has consistently done so for more than 80 years. We are pleased to continue to offer authoritative information on this dynamic industry in both print and online formats. Important Features Users will find clear separation of U.S. and Canadian material for television, radio and cable. Comprehensive sections include market areas, call letter lists and station profiles. Each station profile separates important elements, such as web sites, ownership, and programming. Key contact names are indented for quick recognition; all television stations include virtual as well as digital channels, and all radio stations include Neilsen Audio’s (formerly Arbitron) market area. The Complete Television, Radio & Cable Industry Industry Guide includes eight major sections, with the “big three” – television, radio and cable – the most significant and most detailed. More than just call letters, this industry guide includes professional services from producers and engineers to equipment manufacturers and legal services, as well as those who consult and advocate for this diverse industry. The front matter of the 2019 edition includes industry statistics including lists of station transactions, top shows, and sales of TV receivers and HDTVs. Users will also find a Chronology, Glossary, and “The FCC and Its Regulatory Authority.” Two new articles start the television and radio sections: “Watch Out: The Flixes Are About To Upend Television As We Know It,” and “The Infinite Dial: The Heavy Radio Listeners Report, April 2018.” Praise for previous edition: “. -
2014.08.27 Press Release Re Station Sales
NEWS RELEASE Gray Selects Purchasers for All of Its Six Former Shared Services Stations Atlanta, Georgia – August 27, 2014. Gray Television, Inc. (“Gray,” “we,” “us” or “our”) (NYSE: GTN and GTN.A) today announced that it has entered into definitive agreements to transfer six full-power television stations to new owners who will provide increased ownership and programming diversity to the stations’ local markets. On June 13, 2014, Gray announced that it had transferred or intended to transfer the full program line-up of six full-power television stations then operating under shared services agreements with Gray to other in-market, Gray-owned television stations and channels. Rather than surrender to the FCC the licenses for these stations, Gray, which holds options to acquire all six stations, retained MMTC Media and Telecom Brokers, the brokerage arm of the Minority Media and Telecommunications Council (“MMTC”), as the exclusive broker for the potential transfer of these stations to new owners. Under the terms of that engagement, MMTC could only market the stations to socially disadvantaged enterprises, such as businesses controlled by women, minorities, or innovative new entrants, or non-profit entities such as a school or religious institution. A significant number of impressive proposals to acquire the stations were submitted by new entrants and experienced broadcasters alike. After a careful review with MMTC, Gray selected the proposals that appeared most likely to result in long-term success for the stations and the creation of new employment, management, and ownership opportunities for women and minorities. The parties anticipate closing all transactions in the fourth quarter of 2014.