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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) August 25, 2014 (August 25, 2014)

 

Gray Television, Inc.

(Exact Name of Registrant as Specified in Its Charter)

 

Georgia

(State or Other Jurisdiction of Incorporation)

 

1-13796

 

58-0285030

(Commission File Number)

 

(IRS Employer Identification No.)

 

 

4370 Peachtree Road, NE, Atlanta, Georgia

 

30319

(Address of Principal Executive Offices)

 

(Zip Code)

 

404-504-9828

(Registrant’s Telephone Number, Including Area Code)

 

Not Applicable

(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 ( see General Instruction A.2. below):

 

     ☐ 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 8.01 Other Events.

 

On August 25, 2014, Gray Television, Inc. (the “Company”) issued a press release announcing a comprehensive, long-term agreement that renews all 26 of the Company’s existing station affiliation agreements with the CBS Corporation, which includes 22 markets nationwide. The renewal term will commence on January 1, 2015 and terminate on August 31, 2019.

 

Separately on August, 25, 2014, the Company issued a press release announcing that it has entered into an agreement with Fox Broadcasting Company that extends and renews the network affiliations for all ten of Gray’s FOX Network affiliated stations. The renewal term is retroactive to July 1, 2014 and will terminate on June 30, 2017.

 

A copy of the press release announcing the affiliation renewals with CBS Corporation is attached hereto as Exhibit 99.1 to this Form 8-K and incorporated herein.

 

A copy of the press release announcing the affiliation renewals with Fox Broadcasting Corporation is attached hereto as Exhibit 99.2 to this Form 8-K and incorporated herein.

 

 

Item 9.01 Financial Statements and Exhibits.

 

(d)     Exhibits

 

99.1

Press release issued by Gray Television, Inc. regarding affiliation renewals with CBS Corporation on August 25, 2014

   
99.2 Press release issued by Gray Television, Inc. regarding affiliation renewals with Fox Broadcasting Corporation on August 25, 2014

 

 
 
 

 

 

SIGNATURES

 

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.

 

 

Gray Television, Inc.

 

 

 

 

August 25, 2014 

By:  

/s/ James C. Ryan  

 

 

 

Name:  

James C. Ryan 

 

 

 

Title:  

Chief Financial Officer and Senior Vice President 

 

 

 
 
 

 

 

Exhibit Index

 

Exhibit No.

 

Description

     

99.1

 

Press release issued by Gray Television, Inc. regarding affiliation renewals with CBS Corporation on August 25, 2014

     
99.2   Press release issued by Gray Television, Inc. regarding affiliation renewals with Fox Broadcasting Corporation on August 25, 2014

 

ex99-1.htm

 

Exhibit 99.1

 

 

 

 

CBS AND GRAY TELEVISION SIGN AFFILIATION DEAL RENEWING ALL
GRAY STATIONS NATIONWIDE

 

The Deal Includes 26 Stations Covering 22 Markets

 

August 25, 2014 – CBS Corporation and Gray Television today announced a comprehensive, long-term agreement that renews all 26 of Gray’s existing station affiliation agreements, which includes 22 markets nationwide.

 

“Gray has been a key partner for many years, so we are excited to sign this deal, which ensures marketplace continuity for both companies as well as the more than four million CBS households that together we serve nationwide,” said Ray Hopkins, President, Television Networks Distribution, CBS Corporation. “A majority of Gray-owned CBS stations are #1 in the markets they serve, and we are pleased that in extending this deal, Gray sees the value CBS programming brings to their business.”

 

“Gray’s stations, management, and employees have enjoyed a deep relationship with CBS that dates back many decades,” said Gray CEO Hilton H. Howell, Jr. “We are pleased to extend that relationship today. The new agreement ensures that Gray and CBS will continue to serve our local viewers with high-quality network and local programming, and this agreement allows us to continue to grow and strengthen our relationship with CBS for the foreseeable future.”

 

The agreement includes early renewals for 26 Gray-owned CBS affiliates: WVLT-TV in Knoxville, Tenn.; WKYT-TV and WYMT-TV in Lexington, Ky.; KWTX-TV and KBTX-TV in Waco, Texas; KKTV in Colorado Springs, Colo.; KOLN and KGIN in Lincoln, Neb.; WCTV in Tallahassee, Fla.; WRDW-TV in Augusta, Ga.; KVLY-TV in Fargo, N.D..; WIBW-TV in Topeka, Kan.; WSAW-TV in Wausau, Wis.; WIFR in Rockford, Ill.; KNOE-TV in Monroe, La.; WSWG in Albany, Ga.; WECP in Panama City, Fla.; KXII in Sherman, Texas; WTVY in Dothan, Ala.; WSVF in Harrisonburg, Va.; KALB-TV in Alexandria, La.; WCAV in Charlottesville, Va.; WIYE in Parkersburg, W.V.; KGWN-TV and KSTF in Cheyenne, Wyo.; and KNPL in North Platte, Neb.

 

 
(More) 
 

 

CBS Corporation…2

 

 

About CBS Corporation

CBS Corporation (NYSE: CBS.A and CBS) is a mass media company that creates and distributes industry-leading content across a variety of platforms to audiences around the world. The Company has businesses with origins that date back to the dawn of the broadcasting age as well as new ventures that operate on the leading edge of media. CBS owns the most-watched television network in the U.S. and one of the world’s largest libraries of entertainment content, making its brand — “the Eye” — one of the most recognized in business. The Company’s operations span virtually every field of media and entertainment, including cable, publishing, radio, local TV, film, and interactive and socially responsible media. CBS’s businesses include CBS Television Network, The CW (a joint venture between CBS Corporation and Warner Bros. Entertainment), CBS Television Studios, CBS Global Distribution Group (CBS Studios International and CBS Television Distribution), CBS Consumer Products, CBS Home Entertainment, CBS Films, CBS Interactive, Showtime Networks, CBS Sports Network, TVGN (a joint venture between CBS Corporation and Lionsgate), Smithsonian Networks, Simon & Schuster, CBS Television Stations, CBS Radio and CBS EcoMedia. For more information, go to www.cbscorporation.com.

 

About Gray Television

Gray Television, Inc. (NYSE: GTN and GTN.A) is a television broadcast company headquartered in Atlanta, Georgia, that owns and/or operates television stations and leading digital assets in markets throughout the United States. Upon completion of all pending transactions, Gray will own and/or operate television stations in 44 television markets broadcasting 141 program streams including 76 affiliates of the Big Four networks (ABC, CBS, NBC and FOX). At that time, its owned and/or operated stations will include twenty-six channels affiliated with the CBS Network, twenty-four channels affiliated with the NBC Network, sixteen channels affiliated with the ABC Network and ten channels affiliated with the FOX Network. Gray will then own and/or operate the number-one ranked television station in 29 of those 44 markets and the number-one or number-two ranked television station operations in 40 of those 44 markets. Gray will reach approximately 8.1 percent of total United States television households.

 

*     *     *

 

CBS Contacts:

Dana McClintock                                           

212-975-1077                                                 

dlmcclintock@CBS.com                               

 

Shannon Jacobs

212-975-3161

sljacobs@cbs.com


Gray Contacts:

 

www.gray.tv

 

Hilton H. Howell, Jr., President and Chief Executive Officer
404-266-5512

 

Jim Ryan, Senior Vice President and Chief Financial Officer
404-504-9828

 

Kevin P. Latek, Senior Vice President, Business Affairs
404-266-8333

 

ex99-2.htm

Exhibit 99.2

 

NEWS RELEASE

 

Gray Renews All FOX Affiliation Agreements

 

Atlanta, Georgia – August 25, 2014. . . Gray Television, Inc. (“Gray,” “we,” “us” or “our”) (NYSE: GTN and GTN.A) today announced that it has entered into agreements with Fox Broadcasting Company that extend and renew the network affiliations for all of Gray’s FOX Network affiliated stations.

 

“Gray looks forward to continuing its successful relationship with FOX,” said Gray CEO Hilton H. Howell, Jr. “In addition to the new agreements announced today, we are also proud to have increased the number of FOX affiliated stations in our portfolio from five stations in five markets to ten stations serving eight markets in just the past four months.”

 

The stations covered by the new affiliation agreements are KNDX/KXND in Bismarck/Minot, North Dakota; KXII in Sherman, Texas; KEVN/KIVV in Rapid City, South Dakota; WSVF in Harrisonburg, Virginia; WBKO in Bowling Green, Kentucky; WCAV in Charlottesville, Virginia; WOVA in Parkersburg, West Virginia; and KIIT in North Platte, Nebraska.

 

The Company

 

We are a television broadcast company headquartered in Atlanta, Georgia, that owns and/or operates television stations and leading digital assets in markets throughout the United States. Upon completion of all pending transactions, we will own and/or operate television stations in 44 television markets broadcasting 141 program streams including 76 affiliates of the Big Four networks (ABC, CBS, NBC and FOX). At that time, our owned and/or operated stations will include twenty-six channels affiliated with the CBS Network, twenty-four channels affiliated with the NBC Network, sixteen channels affiliated with the ABC Network and ten channels affiliated with the FOX Network. We will then own and/or operate the number-one ranked television station in 29 of those 44 markets and the number-one or number-two ranked television station operations in 40 of those 44 markets. We will reach approximately 8.1 percent of total United States television households.

 

Contacts

www.gray.tv

Hilton H. Howell, Jr., President and Chief Executive Officer, 404-266-5512

Jim Ryan, Senior Vice President and Chief Financial Officer, 404-504-9828

Kevin P. Latek, Senior Vice President, Business Affairs, 404-266-8333

 

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4370 Peachtree Road, NE, Atlanta, GA 30319 | P 404.504.9828 F 404.261.9607 | www.gray.tv