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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT No. _____)*
Gray Television, Inc.
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(Name of Issuer)
Common Stock
- --------------------------------------------------------------------------------
(Title of Class of Securities)
389375106
- --------------------------------------------------------------------------------
(CUSIP Number)
December 31, 2004
- --------------------------------------------------------------------------------
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
/X/ Rule 13d-1(b)
/ / Rule 13d-1(c)
/ / Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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SEC 1745 Persons who are to respond to the collection of information contained
(02-02) in this form are not required to respond unless the form displays a
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CUSIP No. 389375106
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Olstein & Associates, L.P. (Tax ID: 133813766)
2. Check the Appropriate Box if a Member of a Group (See Instructions)
Not Applicable
3. SEC Use Only
4. Citizenship or Place of Organization
New York
5. Sole Voting Power 2,718,600 **see Note 1**
Number of Shares
Beneficially 6. Shared Voting Power None
Owned by
Each Reporting 7. Sole Dispositive Power 2,718,600 **see Note 1**
Person With:
8. Shared Dispositive Power None
9. Aggregate Amount Beneficially Owned by Each Reporting Person
2,718,600 **see Note 1**
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions)
N/A
11. Percent of Class Represented by Amount in Row (9)
6.30%
12. Type of Reporting Person (See Instructions)
IA
CUSIP No. 389375106
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
The Olstein Funds (Tax ID: 133837394)
2. Check the Appropriate Box if a Member of a Group (See Instructions)
Not Applicable
3. SEC Use Only
4. Citizenship or Place of Organization
Delaware
5. Sole Voting Power 2,470,600 **see Note 1**
Number of Shares
Beneficially 6. Shared Voting Power None
Owned by
Each Reporting 7. Sole Dispositive Power 2,470,600 **see Note 1**
Person With
8. Shared Dispositive Power None
9. Aggregate Amount Beneficially Owned by Each Reporting Person
2,470,600 **see Note 1**
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions)
N/A
11. Percent of Class Represented by Amount in Row (9)
5.72%
12. Type of Reporting Person (See Instructions)
IV
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.
(a) Name of Person Filing
(1) Olstein & Associates, L.P.
(2) The Olstein Funds
(b) Address of Principal Business Office, or if none, Residence
(1) 4 Manhattanville Road
Purchase, New York 10577
(2) 4 Manhattanville Road
Purchase, New York 10577
(c) Citizenship
(1) New York
(2) Delaware
(d) Title of Class of Securities
Common Stock
(e) CUSIP Number
389375106
Item 3. If this statement is filed pursuant to § § 240.13d-1(b) or
240.13d-2(b) or (c), check whether the person filing is a:
(1) Olstein & Associates, L.P.
(e) [X] An investment adviser in accordance with § 240.13d-1(b)(1)
(ii)(E);
(2) The Olstein Funds
(d) [X] Investment company registered under section 8 of the
Investment Company Act of 1940 (15 U.S.C. 80a-8).
Item 4. Ownership
(1) Olstein & Associates, L.P:
(a) Amount beneficially owned:
2,718,600 **see Note 1**
(b) Percent of class: 6.30%
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote
2,718,600 **see Note 1**
(ii) Shared power to vote or to direct the vote
None
(iii) Sole power to dispose or to direct the disposition of
2,718,600 **see Note 1**
(iv) Shared power to dispose or to direct the disposition of
None
(2) The Olstein Funds:
(a) Amount beneficially owned:
2,470,600 **see Note 1**
(b) Percent of class: 5.72%
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote
2,470,600 **see Note 1**
(ii) Shared power to vote or to direct the vote
None
(iii) Sole power to dispose or to direct the disposition of
2,470,600 **see Note 1**
(iv) Shared power to dispose or to direct the disposition of
None
**Note 1** Olstein & Associates, L.P. ("Olstein"), an investment advisor
registered under Section 203 of the Investment Advisers Act of 1940, furnishes
investment advice to the Olstein Financial Alert Fund, a series of The Olstein
Funds, an investment company registered under the Investment Company Act of
1940, as amended (the "1940 Act"), and to the Smith Barney Classic Values Fund,
a series of the Smith Barney Investment Trust, an investment company registered
under the 1940 Act (collectively, the "Funds"). In its role as investment
advisor or manager, Olstein possesses voting and/or investment power over the
securities of the Issuer described in this schedule that are owned by the Funds,
and may be deemed to be the beneficial owner of the shares of the Issuer held by
the funds. However, all securities reported in this schedule are owned by the
Funds. Pursuant to Rule 13d-4 of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), Olstein disclaims beneficial ownership of such securities.
In addition, the filing of this schedule shall not be construed as an admission
that the reporting person or any of its affiliates is the beneficial owner of
any securities covered by this Schedule 13G for any other purposes than Section
13(d) of the Exchange Act.
Item 5. Ownership of Five Percent or Less of a Class
Not Applicable.
Item 6. Ownership of More Than Five Percent on Behalf of Another Person
The Funds described in Note 1 above have the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of, the
securities held in their respective accounts. The Olstein Funds own 5.72% of the
shares of common stock with the Issuer. To the knowledge of Olstein, the
interest of the Smith Barney Classic Values Fund does not exceed 5% of the class
of securities. Olstein disclaims beneficial ownership of all such securities.
Item 7. Identification and Classification of the Subsidiary which Acquired the
Security Being Reported on By the Parent Holding Company
Not Applicable
Item 8. Identification and Classification of Members of the Group
Not Applicable
Item 9. Notice of Dissolution of Group
Not Applicable
Item 10. Certification
By signing below I certify that, to the best of my knowledge and belief,
the securities referred to above were acquired and are held in the ordinary
course of business and 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.
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.
Olstein & Associates, L.P. The Olstein Funds
By: Olstein Advisers, LLC,
General Partner
February 11, 2005 February 11, 2005
--------------------------- ---------------------------
Date Date
Olstein & Associates, L.P. The Olstein Funds
--------------------------- ---------------------------
Signature Signature
/s/Michael Luper /s/Michael Luper
--------------------------- ---------------------------
Michael Luper Michael Luper
Executive Vice President Chief Accounting Officer
and Treasurer
Exhibit A
AGREEMENT
JOINT FILING OF SCHEDULE 13G
Olstein & Associates, L.P. (an investment adviser registered under the
Investment Advisers Act of 1940) and The Olstein Funds, a Delaware statutory
trust, hereby agree to file jointly the statement on Schedule 13G to which this
Agreement is attached, and any amendments thereto which may be deemed necessary,
pursuant to Regulation 13D-G under the Securities Exchange Act of 1934.
It is understood and agreed that each of the parties hereto is responsible for
the timely filing of such statement and any amendments thereto, and for the
completeness and accuracy of the information concerning such party contained
therein, but such party is not responsible for the completeness or accuracy of
information concerning the other party unless such party knows or has reason to
believe that such information is inaccurate. It is understood and agreed that a
copy of this Agreement shall be attached as an exhibit to the statement on
Schedule 13G, and any amendments hereto, filed on behalf of each of the parties
hereto.
Olstein & Associates, L.P. The Olstein Funds
By: Olstein Advisers, LLC,
General Partner
February 11, 2005 February 11, 2005
--------------------------- ---------------------------
Date Date
Olstein & Associates, L.P. The Olstein Funds
--------------------------- ---------------------------
Signature Signature
/s/Michael Luper /s/Michael Luper
--------------------------- ---------------------------
Michael Luper Michael Luper
Executive Vice President Chief Accounting Officer
and Treasurer