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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
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GRAY COMMUNICATIONS SYSTEMS, INC.
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(Name of Issuer)
Class B Common Stock, No Par Value
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(Title of Class of Securities)
389190208
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(CUSIP Number)
Check the following box if a fee is being paid with this statement / /. (A
fee is not required only if the filing person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
*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 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).
(Continued on following page(s))
Page 1 of 9 Pages
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CUSIP No. 389190208 13G Page 2 of 9 Pages
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(1) Names of Reporting Persons. S.S. or I.R.S. Identification Nos. of Above
Persons
SAMUEL R. SHAPIRO, S.S. 259 58 4489
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(2) Check the Appropriate Box if a Member (a) / /
of a Group* (b) / /
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(3) SEC Use Only
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(4) Citizenship or Place of Organization
SAMUEL R. SHAPIRO IS A UNITED STATES CITIZEN
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Number of Shares (5) Sole Voting
Beneficially Power O 4000
Owned by --------------------------------------------------
Each Reporting (6) Shared Voting
Person With Power O
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(7) Sole Dispositive
Power O 4000
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(8) Shared Dispositive
Power O
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(9) Aggregate Amount Beneficially Owned by Each Reporting Person
O 4000
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(10) Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares*
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(11) Percent of Class Represented by Amount in Row (9)
O 0.1%
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(12) Type of Reporting Person*
IN
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*SEE INSTRUCTION BEFORE FILLING OUT!
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CUSIP No. 389190208 13G Page 3 of 9 Pages
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(1) Names of Reporting Persons. S.S. or I.R.S. Identification Nos. of Above
Persons
SHAPIRO CAPITAL MANAGEMENT COMPANY, INC. ID NO. 58-1830170
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(2) Check the Appropriate Box if a Member (a) / /
of a Group* (b) / /
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(3) SEC Use Only
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(4) Citizenship or Place of Organization
SHAPIRO CAPITAL MANAGEMENT COMPANY, INC. IS A GEORGIA CORPORATION
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Number of Shares (5) Sole Voting
Beneficially Power 602,745
Owned by --------------------------------------------------
Each Reporting (6) Shared Voting
Person With Power O
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(7) Sole Dispositive
Power 602,745
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(8) Shared Dispositive
Power O
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(9) Aggregate Amount Beneficially Owned by Each Reporting Person
602,745
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(10) Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares*
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(11) Percent of Class Represented by Amount in Row (9)
18.05%
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(12) Type of Reporting Person*
IN
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*SEE INSTRUCTION BEFORE FILLING OUT!
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CUSIP No. 389190208 13G Page 4 of 9 Pages
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(1) Names of Reporting Persons. S.S. or I.R.S. Identification Nos. of Above
Persons
THE KALEIDOSCOPE FUND, LP I.D. NO. 58-2126127
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(2) Check the Appropriate Box if a Member (a) / /
of a Group* (b) / /
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(3) SEC Use Only
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(4) Citizenship or Place of Organization
THE KALEIDOSCOPE FUND IS A GEORGIA LIMITED PARTNERSHIP
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Number of Shares (5) Sole Voting
Beneficially Power 180,900
Owned by --------------------------------------------------
Each Reporting (6) Shared Voting
Person With Power O
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(7) Sole Dispositive
Power 180,900
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(8) Shared Dispositive
Power O
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(9) Aggregate Amount Beneficially Owned by Each Reporting Person
180,900
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(10) Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares*
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(11) Percent of Class Represented by Amount in Row (9)
5.42%
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(12) Type of Reporting Person*
IN
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*SEE INSTRUCTION BEFORE FILLING OUT!
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Page 5 of 9 Pages
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ITEM 1(A). NAME OF ISSUER
GRAY COMMUNICATIONS SYSTEMS, INC.
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ITEM 1(B). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES
126 NORTH WASHINGTON STREET - PO BOX 48, ALBANY, GA 31702-0048
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ITEM 2(A). NAME OF PERSON(S) FILING
SAMUEL R. SHAPIRO, SHAPIRO CAPITAL MANAGEMENT COMPANY, INC.
THE KALEIDOSCOPE FUND, L.P.
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ITEM 2(B). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE
3060 PEACHTREE ROAD, N.W., ATLANTA, GEORGIA 30305
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ITEM 2(C). CITIZENSHIP
SAMUEL R. SHAPIRO - U.S. CITIZEN
SHAPIRO CAPITAL MANAGEMENT COMPANY, INC. - GEORGIA CORPORATION
THE KALEIDOSCOPE FUND IS A GEORGIA LIMITED PARTNERSHIP
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ITEM 2(D). TITLE OF CLASS OF SECURITIES
CLASS B COMMON STOCK - No Par Value
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ITEM 2(E). CUSIP NUMBER
389190128
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ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULES 13D-1(B), OR 13D-2(B),
CHECK WHETHER THE PERSON FILING IS A
(a) / / Broker or Dealer registered under Section 15 of the Act
(b) / / Bank as defined in section 3(a)(6) of the Act
(c) / / Insurance Company as defined in section 3(a)(19) of the Act
(d) / / Investment Company registered under section 8 of the Investment
Company Act
(e) /X/ Investment Adviser registered under section 203 of the Investment
Advisers Act of 1940
(f) / / Employee Benefit Plan, Pension Fund which is subject to the
provisions of the Employee Retirement Income Security Act of 1974
or Endowment Fund; see Rule 13d-1(b)(1)(ii)(F)
(g) / / Parent Holding Company, in accordance with Rule 13d-1(b)(ii)(G)
(Note: See Item 7)
(h) / / Group, in accordance with Rule 13d-1(b)(1)(ii)(H)
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Page 6 of 9 Pages
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ITEM 4. OWNERSHIP
(a) Amount Beneficially Owned:
787,645
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(b) Percent of Class:
23.58%
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(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote
787,645
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(ii) shared power to vote or to direct the vote
O
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(iii) sole power to dispose or to direct the disposition of
787,645
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(iv) shared power to dispose or to direct the disposition of
O
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ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
If this statement is being filed to report the fact that as of the date hereof
the reporting person has ceased to be the beneficial owner of more than five
percent of the class of securities, check the following. / /
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
See attached
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ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED
THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY
N/A
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ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
N/A
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ITEM 9. NOTICE OF DISSOLUTION OF GROUP
N/A
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ITEM 10. CERTIFICATION
By signing below I certify that, to the best of my knowledge and belief,
the securities referred to above were acquired in the ordinary course of
business and were not acquired for the purpose of and do not have the effect of
changing or influencing the control of the issuer of such securities and were
not acquired in connection with or as a participant in any transaction having
such purposes 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.
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(Date)
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(Signature)
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(Name/Title)
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Page 7 of 9 Pages
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INTRODUCTORY NOTE
This schedule 13G is being filed by Shapiro Capital Management Company, Inc.,
an investment adviser under the Investment Advisers Act of 1940. One or more
of Shapiro Capital Management Company, Inc.'s advisory clients is the legal
owner of the securities covered by this statement. Pursuant to the investment
advisory agreements with its clients, Shapiro Capital Management Company,
Inc. has the authority to direct the investments of its advisory clients, and
consequently to authorize the disposition of the Issuer's shares.
This schedule 13G is also being filed by Samuel R. Shapiro. Mr. Shapiro is
the president, a director and majority shareholder of Shapiro Capital
Management Company, Inc., in which capacity he exercises dispositive power
over the securities reported herein by Shapiro Capital Management Company,
Inc. Mr. Shapiro, therefore, may be deemed to have indirect beneficial
ownership over such securities. Unless otherwise indicated herein, Mr.
Shapiro has no interest in dividends or proceeds from the sale of such
securities, owns no such securities for his own account and disclaims
beneficial ownership of all the securities reported herein by the Shapiro
Capital Management Company, Inc.
The aggregate number and percentage of the Issuer's securities to which this
schedule 13G relates is 787,645 representing 23.58% of the Issuer's
outstanding shares. The beneficial ownership reported by Samuel R. Shapiro
and Shapiro Capital Management Company, Inc. relates to the same shares of
the Issuer in which each such reporting person has a separate beneficial
interest.
As of December 31, 1996, Mr. Shapiro owned no shares of the Issuer for his
own account. He may be deemed to be the beneficial owner of 4,000 shares
owned by his wife and 783,645 shares of the Issuer as disclosed in Item 4-c-
of the Schedule 13G.
Item 6. Samuel R. Shapiro is the president, director and majority shareholder
of Shapiro Capital Management Company, Inc. He owns no shares of the Issuer
for his individual account, but is deemed to have beneficial ownership of the
shares reported on the Schedule 13G by virtue of ownership of shares by his
wife and his affiliation with Shapiro Capital Management Company, Inc.
Shapiro Capital Management Company, Inc. is an Investment Advisor registered
under the Investment Advisers Act of 1940 and some of its clients have the
right to receive dividends from the securities which it manages, however, no
such client has an interest relating to more than five percent of the class
to which this Schedule 13G applies.
Item 10. Certification.
Date: January 9, 1997
SAMUEL R. SHAPIRO
Samuel R. Shapiro, in his
individual capacity and as
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Page 8 of 9 Pages
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president of Shapiro Capital Management Company, Inc.
AGREEMENT RELATIVE TO THE
FILING OF SCHEDULE 13G
THIS AGREEMENT, made as of the 9th day of January, 1997, by and
between Shapiro Capital Management Company, Inc., a Georgia corporation (an
investment adviser registered with under the Section 203 of the Investment
Advisers Act of 1940) (the "Adviser"), and Samuel R. Shapiro, president,
director and majority shareholder of the Adviser ("Affiliated Person");
WITNESSETH:
WHEREAS, the Affiliated Person and the Adviser are both persons
required, pursuant to 17 C.F.R.240.13d-1, to file a statement containing the
information required by Schedule 13G with respect to the following Issuer:
GRAY COMMUNICATIONS SYSTEMS, INC.
CUSIP NO. 389190208; and
WHEREAS, the Affiliated Person and the Adviser are each individually
eligible to use Schedule 13G; and
WHEREAS, the Affiliated Person and the Adviser are each responsible
for the timely filing of said Schedule 13G and any amendments thereto, and
for the completion and accuracy of the information concerning each, but not
on the behalf of any other, unless any knows or has reason to know that the
information concerning any other is inaccurate; and
WHEREAS, the Schedule 13G attached hereto identifies all the persons
and contains the required information with regard to the Affiliated Person
and the Adviser so that it may be filed with the appropriate persons,
agencies and exchanges on behalf of each of them; and
WHEREAS, the Affiliated Person and the Adviser desire to file the
Schedule 13G attached hereto on behalf of each of them.
NOW, THEREFORE, in consideration of the mutual agreements and
covenants set forth herein, the parties hereto agree that the Schedule 13G
attached hereto shall be executed by the Affiliated Person, in his individual
capacity and as president of the Adviser, and filed with the appropriate
persons, agencies and exchanges, on behalf of both of them.
IN WITNESS WHEREOF, the undersigned have executed this Agreement
Relative to the Filing of Schedule 13G as of the day, month and year first
above written.
SAMUEL R. SHAPIRO
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Page 9 of 9 Pages
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Samuel R. Shapiro, in his
individual capacity and as
president of Shapiro Capital Management Company, Inc.
