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GRAY COMMUNICATIONS ANNOUNCES AGREEMENT INVOLVING LARGEST SHAREHOLDER

 ALBANY, Ga., May 5 /PRNewswire/ -- Gray Communications Systems, Inc. (NASDAQ: GCOM) today announced that it had been informed by its largest shareholder, the Estate of James H. Gray Sr. that the estate has entered into an agreement to sell all shares of the company held by it to Bull Run Corporation (NASDAQ: BULL), Atlanta, at a price of $17.00 per share, or $13,506,500. The Estate currently owns 794,500 shares, representing approximately 26 percent of the company's total outstanding shares.
 The consummation of the transaction between the estate and Bull Run is subject to numerous conditions, including a satisfactory due diligence investigation by Bull Run, the approval of the Federal Communications Commission, and receipt of a satisfactory opinion of counsel that no divestiture of any of the company's assets will be required as a result of the transaction. Bull Run also has the right to withdraw from the agreement under certain circumstances if any proposal to sell the company or certain of its assets, divisions or subsidiaries is recommended by the company's board or approved by its shareholders.
 In addition, at the request of a special committee of the board which, together with The Lodestar Group, the company's financial adviser, is currently evaluating alternatives for enhancing shareholder value, the estate and Bull Run have agreed to certain procedures designed to ensure that the agreement between the estate and Bull Run does not interfere with the special committee's process. These procedures include the following: (i) any member of the company's board who is affiliated with the estate or Bull Run must abstain from any vote by the board with respect to any proposal to sell the company or any of its assets, divisions or subsidiaries; (ii) if any such proposal is submitted for approval to the company's shareholders, the estate and Bull Run have agreed to vote all shares then held by them for or against such proposal in the same proportion as votes are cast for or against the proposal by all of the company's other shareholders; and (iii) neither the estate nor Bull Run will exercise any of their dissenter's rights in connection with any such vote.
 Gray Communications Systems, Inc. is a holding company located in Albany, Ga., whose primary properties are The Albany Herald, a daily newspaper in Albany, Ga., and three VHF, NBC-affiliated television stations, WALB-TV in Albany, Ga., WJHG-TV in Panama City, Fla., and WJHG-TV in Monroe, La.
 -0- 5/5/93
 /CONTACT: Steven E. Fox of Rogers & Hardin, 404-420-4603, for Gray Communications Systems, Inc./
 (GCOM BULL)


CO: Gray Communications Systems, Inc.; Bull Run Corporation ST: Georgia IN: PUB TLS SU: TNM

AW-JB -- AT014 -- 5056 05/05/93 17:02 EDT
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Publication:PR Newswire
Date:May 5, 1993
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