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As Filed with the Securities and Exchange Commission on May 13, 1996

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As Filed with the Securities and Exchange Commission on May 13, 1996 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 13, 1996 REGISTRATION NO. 333-4338 - - - -------------------------------------------------------------------------------- - - - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------ AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 --------------------- GRAY COMMUNICATIONS SYSTEMS, INC. (EXACT NAME OF CO-REGISTRANT AS SPECIFIED IN ITS CHARTER) GEORGIA 4833 58-0285030 (State or other (Primary Standard (I.R.S. Employer jurisdiction of Industrial Identification Number) incorporation or Classification Code Number) organization) 126 NORTH WASHINGTON STREET ALBANY, GEORGIA 31701 (912) 888-9390 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) SUBSIDIARY GUARANTOR REGISTRANTS EXACT NAME OF SUBSIDIARY GUARANTOR PRIMARY STANDARD I.R.S REGISTRANT AS INDUSTRIAL EMPLOYER SPECIFIED IN ITS STATE OF CLASSIFICATION IDENTIFICATION CHARTER INCORPORATION CODE NUMBER NUMBER - - - --------------------- ------------ ----------------- ------------ The Albany Herald Publishing Company, Inc................. Georgia 2711 58-1020695 The Rockdale Citizen Publishing Company............. Georgia 2711 58-2113856 WALB-TV, Inc......... Georgia 4833 58-1048743 WJHG-TV, Inc......... Georgia 4833 59-1233914 Gray Real Estate & Development Company............. Georgia 6519 58-1653626 EXACT NAME OF SUBSIDIARY GUARANTOR PRIMARY STANDARD I.R.S REGISTRANT AS INDUSTRIAL EMPLOYER SPECIFIED IN ITS STATE OF CLASSIFICATION IDENTIFICATION CHARTER INCORPORATION CODE NUMBER NUMBER - - - --------------------- ------------ ----------------- ------------ Gray Kentucky Television, Inc..... Georgia 4833 61-1267738 The Southwest Georgia Shopper, Inc........ Georgia 2741 58-2135527 WRDW-TV, Inc......... Georgia 4833 58-2165671 KTVE Inc............. Arkansas 4833 71-0327940 -------------------------- WILLIAM A. FIELDER, III 126 NORTH WASHINGTON STREET ALBANY, GEORGIA 31701 (912) 434-8732 (Name, address, including zip code, and telephone number, including area code, of agent for service) ------------------------------ COPIES OF COMMUNICATIONS TO: Henry O. Smith III, Esq. Daniel J. Zubkoff, Esq. Proskauer Rose Goetz & Mendelsohn LLP Cahill Gordon & Reindel 1585 Broadway 80 Pine Street New York, New York 10036 New York, New York 10005 (212) 969-3000 (212) 701-3000 -------------------------- APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: AS SOON AS PRACTICABLE AFTER THE EFFECTIVENESS OF THIS REGISTRATION STATEMENT. -------------------------- If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. / / If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. / / - - - ---------------- If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration number of the earlier effective registration statement for the same offering. / / - - - ---------------- If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. / / -------------------------- THE CO-REGISTRANTS HEREBY AMEND THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE CO-REGISTRANTS SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE. - - - -------------------------------------------------------------------------------- - - - -------------------------------------------------------------------------------- GRAY COMMUNICATIONS SYSTEMS, INC. CROSS-REFERENCE SHEET (PURSUANT TO ITEM 501(B) OF REGULATION S-K) ITEM NUMBER AND CAPTION CAPTION OR LOCATION IN PROSPECTUS ----------------------------------------------------- ----------------------------------------------------- 1. Forepart of the Registration Statement and Outside Outside Front Cover Page of Prospectus and Outside Front Cover Page of Prospectus....................... Front Cover Page 2. Inside Front and Outside Back Cover Pages of Prospectus........................................... Inside Front Cover Page; Available Information 3. Summary Information, Risk Factors and Ratio of Prospectus Summary; Risk Factors; Selected Historical Earnings to Fixed Charges............................ Financial Data 4. Use of Proceeds...................................... Prospectus Summary; The Phipps Acquisition, the KTVE Sale and the Financing 5. Determination of Offering Price...................... Not Applicable 6. Dilution............................................. Not Applicable 7. Selling Security Holders............................. Not Applicable 8. Plan of Distribution................................. Outside Front Cover Page; Underwriting 9. Description of Securities to be Registered........... Outside Front Cover Page; Description of the Notes 10. Interests of Named Experts and Counsel............... Not Applicable 11. Information with Respect to the Registrant........... Prospectus Summary; The Phipps Acquisition, the KTVE Sale and the Financing; Capitalization; Pro Forma Financial Data; Selected Historical Financial Data; Management's Discussion and Analysis of Financial Condition and Results of Operations; Business; Management; Security Ownership of Certain Beneficial Owners and Management; Certain Relationships and Related Transactions; Description of Certain Indebtedness 12. Disclosure of Commission Position on Indemnification for Securities Act Liabilities....................... Not Applicable INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE. PROSPECTUS SUBJECT TO COMPLETION DATED MAY 13, 1996 GRAY COMMUNICATIONS SYSTEMS, INC. $150,000,000 % SENIOR SUBORDINATED NOTES DUE 2006 INTEREST PAYABLE AND ISSUE PRICE: % The % Senior Subordinated Notes due 2006 (the "Notes") are being offered (this "Offering") by Gray Communications Systems, Inc. (the "Company"). Concurrently herewith, the Company is offering (the "Concurrent Offering") 3,500,000 shares of its Class B Common Stock, no par value (the "Class B Common Stock"). The Concurrent Offering is being made by separate prospectus. The closing of this Offering is conditioned upon the consummation of the Concurrent Offering. The Notes will be guaranteed, jointly and severally, fully and unconditionally by: Gray Kentucky Television, Inc., Gray Real Estate & Development Company, KTVE Inc., The Albany Herald Publishing Company, Inc., The Rockdale Citizen Publishing Company, The Southwest Georgia Shopper, Inc., WALB-TV, Inc., WJHG-TV, Inc. and WRDW-TV, Inc. (collectively, the "Subsidiary Guarantors"). The Subsidiary Guarantors constitute all of the Company's operating subsidiaries. The Company expects to use the net proceeds of this Offering, together with the proceeds of the Concurrent Offering and certain other funds, to consummate the Phipps Acquisition (as defined) and to repay certain indebtedness. If the Phipps Acquisition is not consummated prior to , 1996, the Company will be required to redeem (the "Special Redemption") the Notes on or prior to , 1996 (the "Special Redemption Date") at a redemption price (the "Special Redemption Price") equal to 101% of the principal amount of the Notes plus accrued and unpaid interest to the Special Redemption Date. At any time prior to , 1996, if the Phipps Acquisition has not been consummated, the Company may, at its option, redeem the Notes, in whole but not in part, at a redemption price equal to 101% of the principal amount thereof plus accrued and unpaid interest to the date fixed for redemption. The Notes mature on , 2006, unless previously redeemed. Interest on the Notes is payable semiannually on and , commencing , 1996. The Notes are redeemable, in whole or in part, at the option of the Company at any time on or after , 2001, at the redemption prices set forth herein, plus accrued and unpaid interest to the date fixed for redemption. In addition, at any time prior to 1999, the Company, at its option, may redeem up to 35% of the aggregate principal amount of the Notes originally issued with the cash proceeds received by the Company from one or more Public Equity Offerings (as defined), other than the Concurrent Offering, at any time or from time to time, at a redemption price equal to % of the principal amount thereof, plus
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