<PAGE> 1
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 10-K/A-1
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE
ACT OF 1934 [fee required]
For the fiscal year ended December 26, 1993
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [no fee required]
For the transition period____________to___________
Commission File No. 1-6383
MEDIA GENERAL, INC.
(Exact name of registrant as specified in its charter)
<PAGE> 2
The registrant hereby amends the following items, financial statements,
exhibits or other portions of its 1993 Annual Report on Form 10-K as set forth
in the pages attached hereto:
Exhibits:
Amended index to exhibits to the Media General, Inc., 1993 Annual
Report on Form 10-K.
Exhibit 99 Annual Report of the Thrift Plan Plus For Employees of
Media General, Inc., on Form 11-K for the year ended December 30,
1993, and the one day period ended December 31, 1993.
<PAGE> 3
Index to Exhibits
Exhibit
Number Description
2 Letter Agreement dated March 16, 1994, by and among Media General,
Inc., Affiliated Newspaper Investment Company, and Garden State
Newspapers, Inc.
3(i) The Amended and Restated Articles of Incorporation of Media General,
Inc., incorporated by reference to Exhibit 3.1 of Form 10-K for the
fiscal year ended December 31, 1989.
3(ii) Bylaws of Media General, Inc., amended as of May 31, 1993.
10.1 1971 Unqualified Stock Option Plan, incorporated by reference to
Exhibit 1 to Post-Effective Amendment No. 2 to Registration Statement
No. 2-38001.
10.2 Amendment to the 1971 Unqualified Stock Option Plan adopted February,
1974, incorporated by reference to Exhibit 1 to Post-Effective
Amendment No. 6 of Registration Statement No. 2-38001.
10.3 Amendment to the 1971 Unqualified Stock Option Plan adopted July 29,
1983, incorporated by reference to Exhibit 10.3 of Form 10-K for the
fiscal year ended December 31, 1983.
10.4 Form of Option granted under the 1971 Unqualified Stock Option Plan
prior to February, 1974, incorporated by reference to Exhibit 2 to
Post-Effective Amendment No. 2 of Registration Statement No. 2-38001.
10.5 Form of Option granted under the 1971 Unqualified Stock Option Plan
subsequent to February, 1974, incorporated by reference to Exhibit 2 to
Post-Effective Amendment No. 6 of Registration Statement No. 2-38001.
10.6 Addendum dated January, 1984, to Form of Option granted under the 1971
Unqualified Stock Option Plan, incorporated by reference to Exhibit
10.7 of Form 10-K for the fiscal year ended December 31, 1983.
10.7 Addendum dated June 19, 1992, to Form of Option granted under the 1971
Unqualified Stock Option Plan, incorporated by reference to Exhibit
10.7 of Form 10-K for the fiscal year ended December 27, 1992.
10.8 The 1976 Non-Qualified Stock Option Plan, incorporated by reference to
Exhibit 1.2 to Registration Statement 2-56905.
10.9 Amendment to the 1976 Non-Qualified Stock Option Plan adopted July 29,
1983, incorporated by reference to Exhibit 10.9 of Form 10-K for the
fiscal year ended December 31, 1983.
10.10 Amendment to the 1976 Non-Qualified Stock Option Plan adopted June 19,
1992, incorporated by reference to Exhibit 10.10 of Form 10-K for the
fiscal year ended December 27, 1992.
10.11 Form of Option granted under the 1976 Non-Qualified Stock Option Plan,
incorporated by reference to Exhibit 2.2 of Registration Statement 2-
56905.
<PAGE> 4
10.12 Amendment to the 1976 Non-Qualified Stock Option Plan, dated December
9, 1978, incorporated by reference to Exhibit 1 to Post-Effective
Amendment No. 3 of Registration Statement 2-56905.
10.13 Additional Form of Option to be granted under the 1976 Non-Qualified
Stock Option Plan, incorporated by reference to Exhibit 2 to Post-
Effective Amendment No. 3 Registration Statement 2-56905.
10.14 Addendum dated January, 1984, to Form of Option granted under the 1976
Non-Qualified Stock Option Plan, incorporated by reference to Exhibit
10.13 of Form 10-K for the fiscal year ended December 31, 1983.
15
10.15 Addendum dated June 19, 1992, to Form of Option granted under the 1976
Non-Qualified Stock Option Plan, incorporated by reference to Exhibit
10.15 of Form 10-K for the fiscal year ended December 27, 1992.
10.16 The 1987 Non-Qualified Stock Option Plan adopted May 15, 1987, and as
amended on August 21, 1987, incorporated by reference to Exhibit 10.14
of Form 10-K for the fiscal year ended December 31, 1987.
10.17 The Media General, Inc., Restricted Stock Plan adopted May 17, 1991,
incorporated by reference to Exhibit 10.1 of Form 10-Q for the quarter
ended June 30, 1991.
10.18 Amendment to the 1987 Non-Qualified Stock Option Plan, adopted May 17,
1991, incorporated by reference to Exhibit 10.2 of Form 10-Q for the
quarter ended June 30, 1991.
10.19 Amendment to the 1987 Non-Qualified Stock Option Plan adopted June 19,
1992, incorporated by reference to Exhibit 10.19 of Form 10-K for the
fiscal year ended December 27, 1992.
10.20 Addendum dated June 19, 1992, to Form of Option granted under the 1987
Non-Qualified Stock Option Plan, incorporated by reference to Exhibit
10.20 of Form 10-K for the fiscal year ended December 27, 1992.
10.21 Media General, Inc., Executive Death Benefit Plan effective January 1,
1991, incorporated by reference to Exhibit 10.17 of Form 10-K for the
fiscal year ended December 29, 1991.
10.22 Amendment to the Media General, Inc., Executive Death Benefit Plan
dated July 24, 1991, incorporated by reference to Exhibit 10.18 of Form
10-K for the fiscal year ended December 29, 1991.
10.23 1984 Outside Directors Retirement Agreement, incorporated by reference
to Exhibit 10.16 of Form 10-K for the fiscal year ended December 31,
1984.
10.24 Employment Agreement between Media General, Inc., and D. Tennant Bryan,
dated January 1, 1973, incorporated by reference to Exhibit 10.9 of
Form 8 dated August 3, 1981.
<PAGE> 5
10.25 Amendment dated September 24, 1981, to Employment Agreement between
Media General, Inc., and D. Tennant Bryan dated January 1, 1973,
incorporated by reference to Exhibit 10 of Form 10-Q for the quarter
ended September 30, 1981.
10.26 Shareholders Agreement, dated May 28, 1987, between Mary Tennant Bryan,
Florence Bryan Wisner, J. Stewart Bryan III, and D. Tennant Bryan and
J. Stewart Bryan III as Trustees under D. Tennant Bryan Media Trust,
and Media General, Inc., incorporated by reference to Exhibit 10.50 of
Form 10-K for the fiscal year ended December 31, 1987.
10.27 Amended and Restated Redemption Agreement between Media General, Inc.,
and D. Tennant Bryan, dated January 29, 1988, incorporated by reference
to Exhibit 10.20 of Form 10-K for the fiscal year ended December 31,
1987.
10.28 Employment Contract between Media General, Inc., and Alan S. Donnahoe,
dated January 1, 1977, incorporated by reference to Exhibit 10.15 of
Form 8 dated August 3, 1981.
10.29 Amendment, dated March 22, 1979, to Employment Contract between Media
General, Inc., and Alan S. Donnahoe, dated January 1, 1977,
incorporated by reference to Exhibit 10.16 of Form 8 dated August 3,
1981.
10.30 Amendment, dated January 1, 1982, to Employment Contract between Media
General, Inc., and Alan S. Donnahoe, dated January 1, 1977,
incorporated by reference to Exhibit 10.23 of Form 10-K for the fiscal
year ended December 31, 1981.
16
10.31 Amendment, dated December 1, 1984, to Employment Contract between Media
General, Inc., and Alan S. Donnahoe, dated January 1, 1977,
incorporated by reference to Exhibit 10.22 of Form 10-K for the fiscal
year ended December 31, 1984.
10.32 Amendment, dated December 1, 1989, to Employment Contract between Media
General, Inc., and Alan S. Donnahoe, dated January 1, 1977,
incorporated by reference to Exhibit 10.25 of Form 10-K for the fiscal
year ended December 31, 1989.
10.33 Consulting Agreement between Media General, Inc., and James S. Evans,
dated January 1, 1992, incorporated by reference to Exhibit 10.29 of
Form 10-K for the fiscal year ended December 29, 1991.
10.34 Media General, Inc., Supplemental Thrift Plan dated July 15, 1987,
incorporated by reference to Exhibit 10.27 of Form 10-K for the fiscal
year ended December 31, 1989.
10.35 Amended and Restated Media General, Inc., Executive Supplemental
Retirement Plan adopted as of January 1, 1991, incorporated by
reference to Exhibit 10.32 of Form 10-K for the fiscal year ended
December 29, 1991.
<PAGE> 6
10.36 Deferred Income Plan for Selected Key Executives of Media General,
Inc., and form of Deferred Compensation Agreement thereunder dated as
of December 1, 1984, incorporated by reference to Exhibit 10.29 of Form
10-K for the fiscal year ended December 31, 1989.
10.37 Amended and Restated Deferred Compensation Agreement between Media
General, Inc., and James S. Evans, incorporated by reference to Exhibit
10.30 of Form 10-K for the fiscal year ended December 31, 1989.
10.38 Media General, Inc., Management Performance Award Program, adopted
November 16, 1990, and effective January 1, 1991, incorporated by
reference to Exhibit 10.35 of Form 10-K for the fiscal year ended
December 29, 1991.
10.39 Media General, Inc., Deferred Compensation Plan dated March 28, 1991,
effective July 1, 1991, incorporated by reference to Exhibit 10.38 of
Form 10-K for the fiscal year ended December 29, 1991.
10.40 Media General, Inc., ERISA Excess Benefits Plan effective January 1,
1991, incorporated by reference to Exhibit 10.39 of Form 10-K for the
fiscal year ended December 29, 1991.
10.41 Employment Contract between Media General, Inc., and Basil Snider, Jr.,
dated March 18, 1994.
10.42 Amended and Restated Partnership Agreement, dated November 1, 1987, by
and among Virginia Paper Manufacturing Corp., KR Newsprint Company,
Inc., and CEI Newsprint, Inc., incorporated by reference to Exhibit
10.31 of Form 10-K for the fiscal year ended December 31, 1987.
10.43 Amended and Restated License Agreement, dated November 1, 1987, by and
among Media General, Inc., Garden State Paper Company, Inc., and
Southeast Paper Manufacturing Co., incorporated by reference to Exhibit
10.32 of Form 10-K for the fiscal year ended December 31, 1987.
10.44 Amended and Restated Umbrella Agreement, dated November 1, 1987, by and
among Media General, Inc., Knight-Ridder, Inc., and Cox Enterprises,
Inc., incorporated by reference to Exhibit 10.34 of Form 10-K for the
fiscal year ended December 31, 1987.
10.45 Amended Newsprint Purchase Contract, dated November 1, 1987, by and
among Southeast Paper Manufacturing Co., Media General, Inc., Knight-
Ridder, Inc., and Cox Enterprises, Inc., incorporated by reference to
Exhibit 10.35 of Form 10-K for the fiscal year ended December 31, 1987.
17
10.46 Television affiliations agreement, dated March 22, 1989, between WFLA-
TV and National Broadcasting Company, Inc., incorporated by reference
to Exhibit 10.32 of Form 10-K for the fiscal year ended December 31,
1988.
10.47 Amendments, dated May 17, 1993, to television affiliations agreement,
between WFLA-TV and National Broadcasting Company, Inc., dated March
22, 1989.
<PAGE> 7
10.48 Franchise Agreements, dated September 30, 1982, between Media General,
Inc., Media General Cable of Fairfax County, Inc., and Fairfax County,
Virginia, as amended January 30, 1984, incorporated by reference to
Exhibit 10.32 of Form 10-K for the fiscal year ended December 31, 1983.
10.49 Agreement dated March 14, 1988, between Media General Cable of Fairfax
County, Inc., and Warner Cable Communications of Reston, Inc.,
partially assigning Franchise Agreements dated September 30, 1982,
incorporated by reference to Exhibit 10.34 of Form 10-K for the fiscal
year ended December 31, 1988.
10.50 Cable Television Franchise Ordinance of the Town of Herndon, Virginia,
accepted January 24, 1984, by Media General, Inc., and Media General
Cable of Fairfax County, Inc., incorporated by reference to Exhibit
10.33 of Form 10-K for the fiscal year ended December 31, 1983.
10.51 Franchise Agreement, dated June 14, 1983, between Media General, Inc.,
Media General Cable of Fairfax County, Inc., and the City of Fairfax,
Virginia, incorporated by reference to Exhibit 10.34 of Form 10-K for
the fiscal year ended December 31, 1983.
10.52 Franchise Agreement, dated April 9, 1983, between Media General Cable
of Fairfax County, Inc., and the Town of Vienna, Virginia, incorporated
by reference to Exhibit 10.35 of Form 10-K for the fiscal year ended
December 31, 1983.
10.53 Franchise Agreement, dated July 12, 1983, between Media General Cable
of Fairfax County, Inc., Media General, Inc., and the City of Falls
Church, Virginia, incorporated by reference to Exhibit 10.36 of Form
10-K for the fiscal year ended December 31, 1983.
10.54 Garden State Newspapers, Inc., Second Amended and Restated Stock
Purchase and Shareholders' Agreement dated as of March 31, 1990,
incorporated by reference to Exhibit 10.45 of Form 10-K for the fiscal
year ended December 31, 1990.
13 Media General, Inc., Annual Report to Stockholders for the fiscal year
ended December 26, 1993.
21 List of subsidiaries of the registrant.
23 Consent of Ernst & Young, independent auditors.
99 Annual Report of the Thrift Plan Plus for Employees of Media General,
Inc., on Form 11-K for the year ended December 30, 1993, and the one
day period ended December 31, 1993.
Note: Exhibits 10.1 - 10.41 are management contracts or compensatory
plans, contracts or arrangements.
18
<PAGE> 8
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this amendment to be signed on its behalf by the
undersigned, thereunto duly authorized.
MEDIA GENERAL, INC.
(Registrant)
By: /s/ Marshall N. Morton
---------------------------
Marshall N. Morton
Senior Vice President and
Chief Financial Officer
Date: June 27, 1994
<PAGE> 1
Exhibit 99
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
FOR ANNUAL REPORTS OF EMPLOYEE STOCK PURCHASE, SAVINGS
AND SIMILAR PLANS PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
(Mark One):
(X) ANNUAL REPORT PURSUANT TO SECTION 15 (d) OF THE SECURITIES EXCHANGE ACT OF
1934
For the fiscal year ended December 30, 1993, and the one day period ended
December 31, 1993
or
( ) TRANSITION REPORT PURSUANT TO SECTION 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from___________to_______
Commission file number V-1799
A. Full title of the plan and the address of the plan, if different from
that of the issuer named below:
THRIFT PLAN PLUS FOR EMPLOYEES OF
MEDIA GENERAL, INC.
B. Name of the issuer of the securities held pursuant to the plan and the
address of its principal executive office:
MEDIA GENERAL, INC.
333 East Grace Street
Richmond, Virginia 23219
<PAGE> 2
Financial Statements
Thrift Plan Plus
For Employees of Media General, Inc.
For the years ended
December 30, 1993, and 1992
with Report of Independent Auditors
<PAGE> 3
Thrift Plan Plus For Employees of Media General, Inc.
Financial Statements
For the years ended December 30, 1993, and 1992
Contents
Report of Independent Auditors 1
Financial Statements
Statements of Net Assets Available for Plan Benefits
December 30, 1993, and 1992 2
Statements of Changes in Net Assets Available for Plan Benefits
for the years ended December 30, 1993, and 1992 4
Notes to Financial Statements 6
Additional Information
Schedule
Schedule of Reportable 5% Transactions for the year
ended December 30, 1993 A
Schedule of Investment Assets December 30, 1993 B
<PAGE> 4
Report of Independent Auditors
Administrator
Thrift Plan Plus For Employees of Media General, Inc.
We have audited the accompanying statements of net assets available for plan
benefits of the Thrift Plan Plus For Employees of Media General, Inc., as of
December 30, 1993 and 1992, and the related statements of changes in net assets
available for plan benefits for the years then ended. These financial
statements are the responsibility of the Plan's management. Our responsibility
is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for plan benefits of the Plan at
December 30, 1993 and 1992, and the changes in its net assets available for plan
benefits for the years then ended, in conformity with generally accepted
accounting principles.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The accompanying supplemental schedules
of Investment Assets as of December 30, 1993, and Reportable 5% Transactions for
the year ended December 30, 1993, are presented for purposes of complying with
the Department of Labor's Rules and Regulations for Reporting and Disclosure
under the Employee Retirement Income Security Act of 1974, and are not a
required part of the basic financial statements. The supplemental schedules
have been subjected to the auditing procedures applied in our audit of the 1993
financial statements and, in our opinion, are fairly stated in all material
respects in relation to the 1993 basic financial statements taken as a whole.
Richmond, Virginia ERNST & YOUNG
June 6, 1994
1
<PAGE> 5
<TABLE>
Thrift Plan Plus For Employees of Media General, Inc.
Statement of Net Assets Available For Plan Benefits
December 30, 1993
<CAPTION>
Money Market Media General
Fund Equity Fund Stock Fund Loan Fund Total
-----------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Assets
Investment in Media General, Inc., Class A Common
Stock, 2,867,958 shares at market of $29.125 per
share, cost $57,732,218 $ - $ - $83,529,276 $ - $ 83,529,276
Other investments, at market:
Common trust fund managed by Trustee:
Short-term investments, cost $2,324,706 1,466,591 145,244 698,790 14,081 2,324,706
Common trust fund managed by NationsBank Investment
Management Division, cost $5,363,940 - 6,098,015 - - 6,098,015
Guaranteed annuity contracts, cost $12,206,404 12,206,404 - - - 12,206,404
Loans to participants - - - 4,594,451 4,594,451
Dividends and interest receivable 2,654 13,112 3,410 29,202 48,378
Contributions receivable 166,051 132,953 745,637 - 1,044,641
Receivable (payable) resulting from participants'
fund transfers 544,219 (51,067) (344,072) (149,080) -
Other receivables - - - 187,051 187,051
---------------------------------------------------------------
14,385,919 6,338,257 84,633,041 4,675,705 110,032,922
Liabilities
Amounts payable - security purchases - - 215,493 - 215,493
---------------------------------------------------------------
Net assets available for plan benefits $14,385,919 $6,338,257 $84,417,548 $4,675,705 $109,817,429
===============================================================
See accompanying notes.
</TABLE>
2
<PAGE> 6
<TABLE>
Thrift Plan Plus For Employees of Media General, Inc.
Statement of Net Assets Available For Plan Benefits
December 30, 1992
<CAPTION>
Money Market Media General
Fund Equity Fund Stock Fund Loan Fund Total
-----------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Assets
Investment in Media General, Inc., Class A Common
Stock, 2,741,839 shares at market of $16.875 per
share, cost $54,365,106 $ - $ - $46,268,533 $ - $46,268,533
Other investments, at market:
Common trust fund managed by Trustee:
Short-term investments, cost $2,329,777 24,045 326,048 1,554,878 424,806 2,329,777
Common trust fund managed by NationsBank Investment
Management Division, cost $3,645,668 - 4,015,148 - - 4,015,148
Guaranteed annuity contracts, cost $13,788,520 13,788,520 - - - 13,788,520
Loans to participants - - - 4,612,282 4,612,282
Dividends and interest receivable 950 13,430 5,085 33,415 52,880
Contributions receivable 152,195 88,117 719,208 - 959,520
Receivable (payable) resulting from participants'
fund transfers 53,792 153,640 396,074 (603,506) -
Other receivables - - - 188,073 188,073
---------------------------------------------------------------
14,019,502 4,596,383 48,943,778 4,655,070 72,214,733
Liabilities
Amounts payable - security purchases - 63,719 1,472,152 - 1,535,871
---------------------------------------------------------------
Net assets available for plan benefits $14,019,502 $4,532,664 $47,471,626 $4,655,070 $70,678,862
===============================================================
See accompanying notes.
</TABLE>
3
<PAGE> 7
<TABLE>
Thrift Plan Plus For Employees of Media General, Inc.
Statement of Changes in Net Assets Available For Plan Benefits
Year ended December 30, 1993
<CAPTION>
Money Market Media General
Fund Equity Fund Stock Fund Loan Fund Total
-----------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Investment income:
Dividends $ - $ 90,493 $ 1,224,978 $ - $ 1,315,471
Interest 786,374 30,039 45,805 373,925 1,236,143
----------------------------------------------------------------
786,374 120,532 1,270,783 373,925 2,551,614
----------------------------------------------------------------
Net appreciation in fair value of assets - 423,233 34,295,914 - 34,719,147
Contributions:
Employers - - 3,498,943 - 3,498,943
Participants 1,657,622 1,363,299 3,978,766 - 6,999,687
----------------------------------------------------------------
Total 1,657,622 1,363,299 7,477,709 - 10,498,630
----------------------------------------------------------------
Adjustments for participants' fund transfers 608,259 312,757 (1,028,940) 107,924 -
Distributions to withdrawing participants (2,685,838) (414,228) (5,069,544) (461,214) (8,630,824)
----------------------------------------------------------------
Net increase in net assets available
for plan benefits 366,417 1,805,593 36,945,922 20,635 39,138,567
Net assets available for plan benefits at
December 30, 1992 14,019,502 4,532,664 47,471,626 4,655,070 70,678,862
----------------------------------------------------------------
Net assets available for plan benefits at
December 30, 1993 $14,385,919 $6,338,257 $84,417,548 $4,675,705 $109,817,429
================================================================
See accompanying notes.
</TABLE>
4
<PAGE> 8
<TABLE>
Thrift Plan Plus For Employees of Media General, Inc.
Statement of Changes in Net Assets Available For Plan Benefits
Year ended December 30, 1992
<CAPTION>
Money Market Media General
Fund Equity Fund Stock Fund Loan Fund Total
-----------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Investment income:
Dividends $ - $ 97,243 $ 1,131,436 $ - $ 1,228,679
Interest 997,590 14,408 32,227 415,680 1,459,905
----------------------------------------------------------------
997,590 111,651 1,163,663 415,680 2,688,584
----------------------------------------------------------------
Net appreciation in fair value of assets - 77,103 287,428 - 364,531
Contributions:
Employers - - 3,417,936 - 3,417,936
Participants 1,645,960 881,664 4,331,123 - 6,858,747
----------------------------------------------------------------
Total 1,645,960 881,664 7,749,059 - 10,276,683
----------------------------------------------------------------
Adjustments for participants' fund transfers (214,391) 345,284 (129,664) (1,229) -
Distributions to withdrawing participants (5,425,445) (1,270,085) (5,625,183) (322,132) (12,642,845)
----------------------------------------------------------------
Net increase (decrease) in net assets available
for plan benefits (2,996,286) 145,617 3,445,303 92,319 686,953
Net assets available for plan benefits at
December 30, 1991 17,015,788 4,387,047 44,026,323 4,562,751 69,991,909
----------------------------------------------------------------
Net assets available for plan benefits at
December 30, 1992 $14,019,502 $4,532,664 $47,471,626 $4,655,070 $70,678,862
================================================================
See accompanying notes.
</TABLE>
5
<PAGE> 9
Thrift Plan Plus For Employees of Media General, Inc.
Notes to Financial Statements
December 30, 1993
1. Contributions
The Plan allows participants to elect to contribute 1% to 20% of their total
compensation, subject to limitations prescribed by the Internal Revenue Code, by
means of regular payroll deductions. Contributions are made in the form of
pretax salary reductions or voluntary contributions of after-tax dollars by the
participants. Participants can elect to contribute 1% to 10% of their pay, in
whole percentages, to the Plan before taxes are withheld from their compensation
and 1% to 10%, in whole percentages, after taxes are withheld from their
compensation. Employers match a participant's contribution up to a total of up
to 6% of the participant's contribution for each plan year based upon the
following chart. If a participant contributes more than 6% in total to the
Plan, the percent designated as pretax is considered first for purposes of the
Company match.
Company matching percentage
---------------------------
Your TOTAL contribution On pretax portion On after-tax portion
percent to be matched of TOTAL of TOTAL
by Company contribution contribution contribution
----------------------- ------------ ------------
1% 75% 50%
2% 75% 50%
3% 75% 50%
4% 75% 50%
5% 65% 50%
6% 55% 50%
Contributions from participants are invested in accordance with the terms of the
Plan at the option of the participant, in (i) a Money Market Fund for the
purchase of certificates of deposit, guaranteed annuity contracts, commercial
paper, bonds or interest in a common trust fund invested in money market
instruments, (ii) an Equity Fund for the purchase of common stocks of
corporations other than Media General, Inc., or interest in an equity common
trust fund, (iii) a Media General Stock Fund for the purchase of Class A Common
Stock of Media General, Inc., or (iv) certain combinations of these funds as
provided by the Plan. Employer contributions are invested in Media General stock
subject to the transfer provisions discussed in the following paragraph. The
Plan also includes, among other things, a loan feature (see Note 5). Under
specified guidelines, a participant may request the Trustee to
6
<PAGE> 10
Thrift Plan Plus For Employees of Media General, Inc.
Notes to Financial Statements (continued)
1. Contributions (continued)
transfer a portion of the participant's balance in other funds into the loan
fund for disbursement as a loan to the participant. Repayment of principal and
interest is made by payroll deduction and the loans are fully secured by the
participant's balance in the loan fund.
A participant may change his Investment Option selection as of the first day of
any month, with 15 days prior written notice. On any allocation date, a
participant who has attained age 55 may elect to transfer 100% of the market
value of his account to any of the Investment Options provided for by the Plan.
On any allocation date, participants under age 55 may elect to transfer 100% of
the market value of their account between the Equity and Money Market Funds. On
any allocation date, participants under age 55 may elect to transfer 25% of
their account from the Media General Stock Fund. In addition, on any allocation
date, participants under age 55 may elect to transfer 25% of their account from
the Money Market and/or Equity Fund to the Media General Stock Fund.
Participants are permitted to make no more than one transfer in any plan year.
The Plan's assets are held by Northern Trust Company, a trustee, pursuant to a
trust agreement dated July 1, 1987. NationsBank Investment Management Division
manages the common stocks in the Equity Fund and Capitoline Investment Services,
Inc., manages the guaranteed annuity contracts in the Money Market Fund.
NationsBank Investment Management Division has unlimited authority to select
securities which will be purchased by the Equity Fund and Capitoline Investment
Services, Inc., has unlimited authority to select guaranteed annuity contracts
which will be purchased by the Money Market Fund.
2. Vesting, Withdrawals, and Terminations
In the event of termination of employment or withdrawal from the Plan,
participants are paid the value of their account attributable to the amounts
they contributed plus the value of their account attributable to employer
contributions which has vested. The vesting provisions of the Plan provide for
immediate 100% vesting of the value of employer pretax matching contributions
and, effective as of December 31, 1993, immediate 100% vesting of the value of
after-tax matching contributions.
7
<PAGE> 11
Thrift Plan Plus For Employees of Media General, Inc.
Notes to Financial Statements (continued)
2. Vesting, Withdrawals, and Terminations (continued)
The Employer has established the Plan with the intention that it will continue.
The Employer has the right at any time to terminate the Plan. The value of the
participant's accounts would be distributed to the participant in a manner
consistent with the Plan document.
The above descriptions are provided for informative purposes. Readers should
refer to the Plan document for more complete information.
3. Income Taxes
The Internal Revenue Service has ruled that the Plan qualifies under Section
401(a) of the Internal Revenue Code (IRC) and is, therefore, not subject to tax
under present income tax law. Employee contributions qualify as "cash or
deferred" contributions under Section 401(k) of the IRC. Once qualified, the
Plan is required to operate in conformity with the IRC to maintain its
qualification. The Plan administrator is not aware of any course of action or
series of events which have occurred which might adversely affect the Plan's
qualified status.
Until such time as a participant or his beneficiary withdraws from the Plan, no
income tax is payable by the participant on (i) contributions made by his
employer on his behalf, (ii) interest and dividends added to his account, (iii)
gains on sales of securities by the trust, or (iv) effective July 1, 1985, on
contributions made by the participant in the form of pretax salary reductions
not exceeding 6% of his compensation through December 31, 1986, and 10%
thereafter, subject to limitations prescribed by the Internal Revenue Code.
4. Investments
All investments, other than guaranteed annuity contracts and loans to
participants, are carried at market value. Deposits under guaranteed annuity
contracts are carried at contract value which equals cost. Loans to
participants are carried at original amount of the loan less repayments
received. Investments in securities traded on national securities exchanges are
valued at the last reported sales price or at the last reported bid quotation if
not traded on that day. Investments in common trust funds are valued at their
redemption value. Dividends are recorded on the ex-dividend date and interest
is accrued as earned.
8
<PAGE> 12
Thrift Plan Plus For Employees of Media General, Inc.
Notes to Financial Statements (continued)
4. Investments (continued)
Investments representing five percent or more of the Plan's net assets at
December 30, 1993, consisted of the following:
Name and Title Cost Market Value
- - ------------------------------------------------------------------------
Media General, Inc. Class A Common Stock $57,732,218 $83,529,276
5. Loans to Participants
The Plan has a Loan Fund available to all Plan participants. Loans are made
from the participant's account, reducing the investment balance and creating a
receivable in the Loan Fund. Loans are secured by the participant's account
balance. Loans to terminated participants and loans in default are treated as
distributions to the participant. Loans are repaid through payroll deduction
including principal and interest. The principal portion reduces the receivable
from participants and both principal and interest are transferred to the
participant's investment account as repayments are received.
Participants may obtain loans based on the vested value of their accounts. New
loans cannot exceed 50% of the participant's account value or a maximum of
$50,000 in accordance with the Department of Labor's regulations on loans to
participants. Loans are limited to one loan per participant per year with a
maximum of two loans outstanding at any one time. Loans shall bear a reasonable
rate of interest and must be repaid over a period not to exceed 5 years unless
it is used to purchase the participant's primary residence, in which case the
loan must be repaid over a period not to exceed 10 years.
6. Related Party Transactions
Recurring administrative expenses of the Plan, which include trustee fees, are
paid by Media General, Inc. Administrative expenses for the years ended
December 30, 1993, and 1992, were $304,027 and $320,446, respectively.
9
<PAGE> 13
Thrift Plan Plus For Employees of Media General, Inc.
Notes to Financial Statements (continued)
7. Reclassification of Prior Year Financials
Certain amounts in the prior year's financial statements have been reclassified
to be reported on a consistent basis with the current year's presentation.
8. Comparison to Form 5500
Form 5500 requires the recording of a liability for distributions allocated to
participants as of year end, but for which disbursement of those funds from the
Plan has not yet been made. This requirement is different from the presentation
of such funds in the financial statements where they remain in net assets
available for plan benefits. The liability per Form 5500 as of December 30,
1993, 1992, and 1991, is $3,221,933, $2,199,367, and $5,773,813, respectively.
9. Plan Year-End Change
The Plan changed its year-end date from December 30 to December 31, effective
December 31, 1993.
10
<PAGE> 14
Additional Information
<PAGE> 15
Schedule A
Reportable 5% Transactions
<PAGE> 16
<TABLE>
Thrift Plan Plus For Employees of Media General, Inc.
Schedule of Reportable 5% Transactions With Northern Trust Company
Year ended December 30, 1993
<CAPTION>
Average Current
Purchase or Transaction Cost of Value of Net Gain or
Description of Asset Sale Price Expense Asset Asset (Loss)
- - -----------------------------------------------------------------------------------------------------------------------
($) ($) ($) ($) ($)
<S> <C> <C> <C> <C> <C>
Transactions by issue:
Media General, Inc., Class A
Common Stock 195,825 shares
bought in 34 transactions 23.47 9,791 4,605,719 4,605,719 -
----------------------------
4,605,719 -
============================
COLTV Short Term Investment Fund
20,951,745 increases on 175 days 20,951,745 20,951,745 -
20,549,083 decreases on 271 days 20,549,083 20,549,083 -
----------------------------
41,500,828 -
============================
COLTV Short Term Investment Fund
3,036,009 increases on 72 days 3,036,009 3,036,009 -
3,446,734 decreases on 22 days 3,446,734 3,446,734 -
----------------------------
6,482,743 -
============================
Media General Participant Loan Asset
2,482,702 CV bought in 64 transactions 2,482,702 2,482,702 -
2,881,295 CV sold in 90 transactions 2,881,295 2,881,295 -
----------------------------
5,363,997 -
============================
</TABLE>
<PAGE> 17
Schedule B
Investment Assets
<PAGE> 18
<TABLE>
Thrift Plan Plus For Employees of Media General, Inc.
Investment Assets
December 30, 1993
<CAPTION>
Name and Title Cost Market Value
- - ------------------------------------------------------------------------
<S> <C> <C>
Money Market Fund:
Northern Trust Company Short Term
Investment Fund $ 1,466,591 $ 1,466,591
==========================
Annuity contracts:
Commonwealth Life Guaranteed Annuity
Contract, 5.80%, Open Maturity $ 1,486,538 $ 1,486,538
Hartford Life Guaranteed Annuity
Contract, 5.39%, March 20, 1995 1,011,278 1,011,278
Hartford Life Guaranteed Annuity
Contract, 5.14%, September 18, 1995 1,517,949 1,517,949
Life of Virginia Guaranteed Annuity
Contract, 4.63%, Open Maturity 1,544,915 1,544,915
Lincoln National Life Insurance Co.,
Guaranteed Annuity Contract, 8.84%,
March 31, 1994 2,234,536 2,234,536
Metropolitan Guaranteed Annuity
Contract, 5.24%, January 22, 1996 1,062,164 1,062,164
New York Life Guaranteed Annuity
Contract, 6.52%, May 20, 1996 1,329,222 1,329,222
Protective Life, 4.67%,
September 30, 1996 1,008,035 1,008,035
Provident Life & Accident Co.,
4.50%, December 16, 1996 1,011,767 1,011,767
--------------------------
$12,206,404 $12,206,404
==========================
</TABLE>
<PAGE> 19
<TABLE>
Thrift Plan Plus For Employees of Media General, Inc.
Investment Assets (continued)
December 30, 1993
<CAPTION>
Name and Title Cost Market Value
- - ------------------------------------------------------------------------
<S> <C> <C>
Equity Fund:
Northern Trust Company Short Term
Investment Fund $ 145,244 $ 145,244
=========================
NationsBank Investment Management Division Fund:
Adaptec, Inc. $ 98,700 $ 152,589
ADR British Petroleum PLC 144,918 166,725
ADR Imperial Chemical Industries PLC, New 119,579 132,300
ADR Telefonos De Mexico S.A. CV SerL
Sponsored Repstg SH ORD L 122,848 175,825
ADR Zeneca Group PLC 67,628 81,913
Air Products and Chemicals, Inc. 2,120 2,213
Allstate Corp. Common Stock 139,167 142,800
American Telephone & Telegraph Co. 105,535 121,038
Amgen, Inc. 105,090 115,575
Barnett Bks Inc. 97,693 104,063
Caremark Intl., Inc. 92,306 116,250
CBS, Inc. 37,026 57,400
Chrysler Corp. 60,686 58,850
Colgate-Palmolive Co. 66,767 79,788
Compusa, Inc. 103,257 74,462
Equitable Resources, Inc. 129,510 120,038
First Interstate Bancorp 77,633 83,688
Ford Motor Co. 62,387 64,750
General Electric Co. 125,069 158,813
General Public Utilities Corp. 149,686 151,900
Healthtrust, Inc. The Hospital Co. 144,511 181,050
Hershey Foods Corp. 58,674 63,538
Hewlett-Packard Co. 83,628 102,050
Home Depot Inc. 104,027 115,315
Imcera Group, Inc. 121,409 122,938
Ingersoll-Rand Co. 96,013 113,825
Litton Industries Inc. 49,067 58,163
Louisiana-Pacific Corp. 59,929 69,700
</TABLE>
<PAGE> 20
<TABLE>
Thrift Plan Plus For Employees of Media General, Inc.
Investment Assets (continued)
December 30, 1993
<CAPTION>
Name and Title Cost Market Value
- - ------------------------------------------------------------------------
<S> <C> <C>
NationsBank Investment Management Division Fund (continued):
McDonald's Corp. $ 107,883 $ 155,588
Mobil Corp. 180,658 206,375
Nalco Chemical Co. 78,379 84,813
NWNL Companies, Inc. 129,097 123,500
Pacific Gas & Light Co. 118,636 128,250
Pacific Telesis Group 131,817 159,863
Paine Webber Group Inc. 62,090 72,563
PepsiCo., Inc. 134,738 152,625
Philip Morris Companies 108,639 94,988
Potomac Electric Power Co. 131,665 126,313
Premark International 145,037 227,150
Proctor & Gamble Co. 86,657 86,625
Royce Valve Trust, Inc. 0 180
Shoney's, Inc. 127,858 132,300
Sun Trust Banks, Inc. 100,311 102,925
Synoptics Communications, Inc. 60,235 62,675
Sysco Corp. 130,951 140,400
Texaco Inc. 172,634 188,500
Textron Inc. 98,057 140,100
Thermo Electron Corp. 113,197 135,300
Toys "R" Us, Inc. 134,275 145,800
U.S. Bioscience Inc. 38 35
U.S. Healthcare, Inc. 61,000 63,250
Union Pacific Corp. 124,200 138,325
Walt Disney Company 62,865 70,000
Weyerhaeuser Co. 66,883 72,000
3 Com Corp. 71,277 100,013
-------------------------
$5,363,940 $6,098,015
=========================
</TABLE>
<PAGE> 21
<TABLE>
Thrift Plan Plus For Employees of Media General, Inc.
Investment Assets (continued)
December 30, 1993
<CAPTION>
Name and Title Cost Market Value
- - ------------------------------------------------------------------------
<S> <C> <C>
Media General Stock Fund:
Northern Trust Company Short Term
Investment Fund $ 698,790 $ 698,790
==========================
Media General, Inc., Class A Common Stock $57,732,218 $83,529,276
==========================
Loan Fund:
Northern Trust Company Short Term
Investment Fund $ 14,081 $ 14,081
==========================
Loans to participants $ 4,594,451 $ 4,594,451
==========================
</TABLE>
<PAGE> 22
Financial Statements
Thrift Plan Plus
For Employees of Media General, Inc.
For the one day period ended December 31, 1993,
and years ended
December 30, 1993, and 1992
with Report of Independent Auditors
<PAGE> 23
Thrift Plan Plus For Employees of Media General, Inc.
Financial Statements
For the one day period ended December 31, 1993, and years ended
December 30, 1993, and 1992
Contents
Report of Independent Auditors 1
Financial Statements
Statements of Net Assets Available for Plan Benefits
December 31, 1993, December 30, 1993, and 1992 2
Statements of Changes in Net Assets Available for Plan
Benefits for the one day period ended December 31, 1993, and
years ended December 30, 1993, and 1992 5
Notes to Financial Statements 8
Additional Information
Schedule
--------
Schedule of Investment Assets December 31, 1993 A
<PAGE> 24
Report of Independent Auditors
Administrator
Thrift Plan Plus For Employees of Media General, Inc.
We have audited the accompanying statements of net assets available for plan
benefits of the Thrift Plan Plus For Employees of Media General, Inc., as of
December 31, 1993, December 30, 1993, and 1992, and the related statements of
changes in net assets available for plan benefits for the one day period ended
December 31, 1993, and years ended December 30, 1993, and 1992. These financial
statements are the responsibility of the Plan's management. Our responsibility
is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for plan benefits of the Plan at
December 31, 1993, December 30, 1993, and 1992, and the changes in its net
assets available for plan benefits for the one day period ended December 31,
1993, and years ended December 30, 1993, and 1992, in conformity with generally
accepted accounting principles.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The accompanying supplemental schedule
of Investment Assets as of December 31, 1993, is presented for purposes of
complying with the Department of Labor's Rules and Regulations for Reporting and
Disclosure under the Employee Retirement Income Security Act of 1974, and is not
a required part of the basic financial statements. The supplemental schedule
has been subjected to the auditing procedures applied in our audit of the 1993
financial statements and, in our opinion, is fairly stated in all material
respects in relation to the 1993 basic financial statements taken as a whole.
Richmond, Virginia ERNST & YOUNG
June 6, 1994
1
<PAGE> 25
<TABLE>
Thrift Plan Plus For Employees of Media General, Inc.
Statement of Net Assets Available For Plan Benefits
December 31, 1993
<CAPTION>
Money Market Media General
Fund Equity Fund Stock Fund Loan Fund Total
-----------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Assets
Investment in Media General, Inc., Class A Common
Stock, 2,874,058 shares at market of $29.375 per
share, cost $57,904,848 $ - $ - $84,425,454 $ - $ 84,425,454
Other investments, at market:
Common trust fund managed by Trustee:
Short-term investments, cost $2,154,075 1,466,591 147,243 526,160 14,081 2,154,075
Common trust fund managed by NationsBank Investment
Management Division, cost $5,363,940 - 6,083,229 - - 6,083,229
Guaranteed annuity contracts, cost $12,208,224 12,208,224 - - - 12,208,224
Loans to participants - - - 4,594,451 4,594,451
Dividends and interest receivable 2,791 13,126 3,460 29,203 48,580
Contributions receivable 166,051 132,953 745,637 - 1,044,641
Receivable (payable) resulting from participants'
fund transfers 544,219 (51,067) (344,072) (149,080) -
Other receivables - - - 187,051 187,051
---------------------------------------------------------------
14,387,876 6,325,484 85,356,639 4,675,706 110,745,705
Liabilities
Amounts payable - security purchases - - 215,493 - 215,493
---------------------------------------------------------------
Net assets available for plan benefits $14,387,876 $6,325,484 $85,141,146 $4,675,706 $110,530,212
===============================================================
See accompanying notes.
</TABLE>
2
<PAGE> 26
<TABLE>
Thrift Plan Plus For Employees of Media General, Inc.
Statement of Net Assets Available For Plan Benefits
December 30, 1993
<CAPTION>
Money Market Media General
Fund Equity Fund Stock Fund Loan Fund Total
-----------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Assets
Investment in Media General, Inc., Class A Common
Stock, 2,867,958 shares at market of $29.125 per
share, cost $57,732,218 $ - $ - $83,529,276 $ - $ 83,529,276
Other investments, at market:
Common trust fund managed by Trustee:
Short-term investments, cost $2,324,706 1,466,591 145,244 698,790 14,081 2,324,706
Common trust fund managed by NationsBank Investment
Management Division, cost $5,363,940 - 6,098,015 - - 6,098,015
Guaranteed annuity contracts, cost $12,206,404 12,206,404 - - - 12,206,404
Loans to participants - - - 4,594,451 4,594,451
Dividends and interest receivable 2,654 13,112 3,410 29,202 48,378
Contributions receivable 166,051 132,953 745,637 - 1,044,641
Receivable (payable) resulting from participants'
fund transfers 544,219 (51,067) (344,072) (149,080) -
Other receivables - - - 187,051 187,051
---------------------------------------------------------------
14,385,919 6,338,257 84,633,041 4,675,705 110,032,922
Liabilities
Amounts payable - security purchases - - 215,493 - 215,493
---------------------------------------------------------------
Net assets available for plan benefits $14,385,919 $6,338,257 $84,417,548 $4,675,705 $109,817,429
---------------------------------------------------------------
See accompanying notes.
</TABLE>
3
<PAGE> 27
<TABLE>
Thrift Plan Plus For Employees of Media General, Inc.
Statement of Net Assets Available For Plan Benefits
December 30, 1992
<CAPTION>
Money Market Media General
Fund Equity Fund Stock Fund Loan Fund Total
-----------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Assets
Investment in Media General, Inc., Class A Common
Stock, 2,741,839 shares at market of $16.875 per
share, cost $54,365,106 $ - $ - $46,268,533 $ - $46,268,533
Other investments, at market:
Common trust fund managed by Trustee:
Short-term investments, cost $2,329,777 24,045 326,048 1,554,878 424,806 2,329,777
Common trust fund managed by NationsBank Investment
Management Division, cost $3,645,668 - 4,015,148 - - 4,015,148
Guaranteed annuity contracts, cost $13,788,520 13,788,520 - - - 13,788,520
Loans to participants - - - 4,612,282 4,612,282
Dividends and interest receivable 950 13,430 5,085 33,415 52,880
Contributions receivable 152,195 88,117 719,208 - 959,520
Receivable (payable) resulting from participants'
fund transfers 53,792 153,640 396,074 (603,506) -
Other receivables - - - 188,073 188,073
---------------------------------------------------------------
14,019,502 4,596,383 48,943,778 4,655,070 72,214,733
Liabilities
Amounts payable - security purchases - 63,719 1,472,152 - 1,535,871
---------------------------------------------------------------
Net assets available for plan benefits $14,019,502 $4,532,664 $47,471,626 $4,655,070 $70,678,862
---------------------------------------------------------------
See accompanying notes.
</TABLE>
4
<PAGE> 28
<TABLE>
Thrift Plan Plus For Employees of Media General, Inc.
Statement of Changes in Net Assets Available For Plan Benefits
One Day ended December 31, 1993
<CAPTION>
Money Market Media General
Fund Equity Fund Stock Fund Loan Fund Total
-----------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Investment income:
Dividends $ - $ 1,999 $ - $ - $ 1,999
Interest 1,957 14 49 1 2,021
----------------------------------------------------------------
1,957 2,013 49 1 4,020
----------------------------------------------------------------
Net appreciation (depreciation) in fair value of assets - (14,786) 723,549 - 708,763
Contributions:
Employers - - - - -
Participants - - - - -
----------------------------------------------------------------
Total - - - - -
----------------------------------------------------------------
Adjustments for participants' fund transfers - - - - -
Distributions to withdrawing participants - - - - -
----------------------------------------------------------------
Net increase (decrease) in net assets available
for plan benefits 1,957 (12,773) 723,598 1 712,783
Net assets available for plan benefits at
December 30, 1993 14,385,919 6,338,257 84,417,548 4,675,705 109,817,429
----------------------------------------------------------------
Net assets available for plan benefits at
December 31, 1993 $14,387,876 $6,325,484 $85,141,146 $4,675,706 $110,530,212
----------------------------------------------------------------
See accompanying notes.
</TABLE>
5
<PAGE> 29
<TABLE>
Thrift Plan Plus For Employees of Media General, Inc.
Statement of Changes in Net Assets Available For Plan Benefits
Year ended December 30, 1993
<CAPTION>
Money Market Media General
Fund Equity Fund Stock Fund Loan Fund Total
-----------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Investment income:
Dividends $ - $ 90,493 $ 1,224,978 $ - $ 1,315,471
Interest 786,374 30,039 45,805 373,925 1,236,143
----------------------------------------------------------------
786,374 120,532 1,270,783 373,925 2,551,614
----------------------------------------------------------------
Net appreciation in fair value of assets - 423,233 34,295,914 - 34,719,147
Contributions:
Employers - - 3,498,943 - 3,498,943
Participants 1,657,622 1,363,299 3,978,766 - 6,999,687
----------------------------------------------------------------
Total 1,657,622 1,363,299 7,477,709 - 10,498,630
----------------------------------------------------------------
Adjustments for participants' fund transfers 608,259 312,757 (1,028,940) 107,924 -
Distributions to withdrawing participants (2,685,838) (414,228) (5,069,544) (461,214) (8,630,824)
----------------------------------------------------------------
Net increase in net assets available
for plan benefits 366,417 1,805,593 36,945,922 20,635 39,138,567
Net assets available for plan benefits at
December 30, 1992 14,019,502 4,532,664 47,471,626 4,655,070 70,678,862
----------------------------------------------------------------
Net assets available for plan benefits at
December 30, 1993 $14,385,919 $6,338,257 $84,417,548 $4,675,705 $109,817,429
----------------------------------------------------------------
See accompanying notes.
</TABLE>
6
<PAGE> 30
<TABLE>
Thrift Plan Plus For Employees of Media General, Inc.
Statement of Changes in Net Assets Available For Plan Benefits
Year ended December 30, 1992
<CAPTION>
Money Market Media General
Fund Equity Fund Stock Fund Loan Fund Total
-----------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Investment income:
Dividends $ - $ 97,243 $ 1,131,436 $ - $ 1,228,679
Interest 997,590 14,408 32,227 415,680 1,459,905
----------------------------------------------------------------
997,590 111,651 1,163,663 415,680 2,688,584
----------------------------------------------------------------
Net appreciation in fair value of assets - 77,103 287,428 - 364,531
Contributions:
Employers - - 3,417,936 - 3,417,936
Participants 1,645,960 881,664 4,331,123 - 6,858,747
----------------------------------------------------------------
Total 1,645,960 881,664 7,749,059 - 10,276,683
----------------------------------------------------------------
Adjustments for participants' fund transfers (214,391) 345,284 (129,664) (1,229) -
Distributions to withdrawing participants (5,425,445) (1,270,085) (5,625,183) (322,132) (12,642,845)
----------------------------------------------------------------
Net increase (decrease) in net assets available
for plan benefits (2,996,286) 145,617 3,445,303 92,319 686,953
Net assets available for plan benefits at
December 30, 1991 17,015,788 4,387,047 44,026,323 4,562,751 69,991,909
----------------------------------------------------------------
Net assets available for plan benefits at
December 30, 1992 $14,019,502 $4,532,664 $47,471,626 $4,655,070 $70,678,862
----------------------------------------------------------------
See accompanying notes.
</TABLE>
7
<PAGE> 31
Thrift Plan Plus For Employees of Media General, Inc.
Notes to Financial Statements
December 31, 1993
1. Contributions
The Plan allows participants to elect to contribute 1% to 20% of their total
compensation, subject to limitations prescribed by the Internal Revenue Code, by
means of regular payroll deductions. Contributions are made in the form of
pretax salary reductions or voluntary contributions of after-tax dollars by the
participants. Participants can elect to contribute 1% to 10% of their pay, in
whole percentages, to the Plan before taxes are withheld from their compensation
and 1% to 10%, in whole percentages, after taxes are withheld from their
compensation. Employers match a participant's contribution up to a total of up
to 6% of the participant's contribution for each plan year based upon the
following chart. If a participant contributes more than 6% in total to the
Plan, the percent designated as pretax is considered first for purposes of the
Company match.
Company matching percentage
---------------------------
Your TOTAL contribution On pretax portion On after-tax portion
percent to be matched of TOTAL of TOTAL
by Company contribution contribution contribution
----------------------- ------------ ------------
1% 75% 50%
2% 75% 50%
3% 75% 50%
4% 75% 50%
5% 65% 50%
6% 55% 50%
Contributions from participants are invested in accordance with the terms of the
Plan at the option of the participant, in (i) a Money Market Fund for the
purchase of certificates of deposit, guaranteed annuity contracts, commercial
paper, bonds or interest in a common trust fund invested in money market
instruments, (ii) an Equity Fund for the purchase of common stocks of
corporations other than Media General, Inc., or interest in an equity common
trust fund, (iii) a Media General Stock Fund for the purchase of Class A Common
Stock of Media General, Inc., or (iv) certain combinations of these funds as
provided by the Plan. Employer contributions are invested in Media General stock
subject to the transfer provisions discussed in the following paragraph. The
Plan also includes, among other things, a loan feature (see Note 5). Under
specified guidelines, a participant may request the Trustee to
8
<PAGE> 32
Thrift Plan Plus For Employees of Media General, Inc.
Notes to Financial Statements (continued)
1. Contributions (continued)
transfer a portion of the participant's balance in other funds into the loan
fund for disbursement as a loan to the participant. Repayment of principal and
interest is made by payroll deduction and the loans are fully secured by the
participant's balance in the loan fund.
A participant may change his Investment Option selection as of the first day of
any month, with 15 days prior written notice. On any allocation date, a
participant who has attained age 55 may elect to transfer 100% of the market
value of his account to any of the Investment Options provided for by the Plan.
On any allocation date, participants under age 55 may elect to transfer 100% of
the market value of their account between the Equity and Money Market Funds. On
any allocation date, participants under age 55 may elect to transfer 25% of
their account from the Media General Stock Fund. In addition, on any allocation
date, participants under age 55 may elect to transfer 25% of their account from
the Money Market and/or Equity Fund to the Media General Stock Fund.
Participants are permitted to make no more than one transfer in any plan year.
The Plan's assets are held by Northern Trust Company, a trustee, pursuant to a
trust agreement dated July 1, 1987. NationsBank Investment Management Division
manages the common stocks in the Equity Fund and Capitoline Investment Services,
Inc., manages the guaranteed annuity contracts in the Money Market Fund.
NationsBank Investment Management Division has unlimited authority to select
securities which will be purchased by the Equity Fund and Capitoline Investment
Services, Inc., has unlimited authority to select guaranteed annuity contracts
which will be purchased by the Money Market Fund.
2. Vesting, Withdrawals, and Terminations
In the event of termination of employment or withdrawal from the Plan,
participants are paid the value of their account attributable to the amounts
they contributed plus the value of their account attributable to employer
contributions which has vested. The vesting provisions of the Plan provide for
immediate 100% vesting of the value of employer pretax matching contributions
and, effective as of December 31, 1993, immediate 100% vesting of the value of
after-tax matching contributions.
9
<PAGE> 33
Thrift Plan Plus For Employees of Media General, Inc.
Notes to Financial Statements (continued)
2. Vesting, Withdrawals, and Terminations(continued)
The Employer has established the Plan with the intention that it will continue.
The Employer has the right at any time to terminate the Plan. The value of the
participant's accounts would be distributed to the participant in a manner
consistent with the Plan document.
The above descriptions are provided for informative purposes. Readers should
refer to the Plan document for more complete information.
3. Income Taxes
The Internal Revenue Service has ruled that the Plan qualifies under Section
401(a) of the Internal Revenue Code (IRC) and is, therefore, not subject to tax
under present income tax law. Employee contributions qualify as "cash or
deferred" contributions under Section 401(k) of the IRC. Once qualified, the
Plan is required to operate in conformity with the IRC to maintain its
qualification. The Plan administrator is not aware of any course of action or
series of events which have occurred which might adversely affect the Plan's
qualified status.
Until such time as a participant or his beneficiary withdraws from the Plan, no
income tax is payable by the participant on (i) contributions made by his
employer on his behalf, (ii) interest and dividends added to his account, (iii)
gains on sales of securities by the trust, or (iv) effective July 1, 1985, on
contributions made by the participant in the form of pretax salary reductions
not exceeding 6% of his compensation through December 31, 1986, and 10%
thereafter, subject to limitations prescribed by the Internal Revenue Code.
4. Investments
All investments, other than guaranteed annuity contracts and loans to
participants, are carried at market value. Deposits under guaranteed annuity
contracts are carried at contract value which equals cost. Loans to
participants are carried at original amount of the loan less repayments
received. Investments in securities traded on national securities exchanges are
valued at the last reported sales price or at the last reported bid quotation if
not traded on that day. Investments in common trust funds are valued at their
redemption value. Dividends are recorded on the ex-dividend date and interest
is accrued as earned.
10
<PAGE> 34
Thrift Plan Plus For Employees of Media General, Inc.
Notes to Financial Statements (continued)
4. Investments (continued)
Investments representing five percent or more of the Plan's net assets at
December 31, 1993, consisted of the following:
Name and Title Cost Market Value
- - ------------------------------------------------------------------------
Media General, Inc. Class A Common Stock $57,904,848 $84,425,454
5. Loans to Participants
The Plan has a Loan Fund available to all Plan participants. Loans are made
from the participant's account, reducing the investment balance and creating a
receivable in the Loan Fund. Loans are secured by the participant's account
balance. Loans to terminated participants and loans in default are treated as
distributions to the participant. Loans are repaid through payroll deduction
including principal and interest. The principal portion reduces the receivable
from participants and both principal and interest are transferred to the
participant's investment account as repayments are received.
Participants may obtain loans based on the vested value of their accounts. New
loans cannot exceed 50% of the participant's account value or a maximum of
$50,000 in accordance with the Department of Labor's regulations on loans to
participants. Loans are limited to one loan per participant per year with a
maximum of two loans outstanding at any one time. Loans shall bear a reasonable
rate of interest and must be repaid over a period not to exceed 5 years unless
it is used to purchase the participant's primary residence, in which case the
loan must be repaid over a period not to exceed 10 years.
6. Related Party Transactions
Recurring administrative expenses of the Plan, which include trustee fees, are
paid by Media General, Inc. Administrative expenses for the one day December
31, 1993, were $0. Administrative expenses for the years ended December 30,
1993, and 1992, were $304,027 and $320,446, respectively.
11
<PAGE> 35
Thrift Plan Plus For Employees of Media General, Inc.
Notes to Financial Statements (continued)
7. Reclassification of Prior Year Financials
Certain amounts in the prior year's financial statements have been reclassified
to be reported on a consistent basis with the current year's presentation.
8. Comparison to Form 5500
Form 5500 requires the recording of a liability for distributions allocated to
participants as of year end, but for which disbursement of those funds from the
Plan has not yet been made. This requirement is different from the presentation
of such funds in the financial statements where they remain in net assets
available for plan benefits. The liability per Form 5500 is $3,221,933 as of
December 31, 1993, and December 30, 1993, and $2,199,367 and $5,773,813 as of
December 30, 1992, and 1991, respectively.
9. Plan Year-End Change
The Plan changed its year-end date from December 30 to December 31, effective
December 31, 1993.
12
<PAGE> 36
Additional Information
<PAGE> 37
Schedule A
Investment Assets
<PAGE> 38
<TABLE>
Thrift Plan Plus For Employees of Media General, Inc.
Investment Assets
December 31, 1993
<CAPTION>
Name and Title Cost Market Value
<S> <C> <C>
Money Market Fund:
Northern Trust Company Short Term
Investment Fund $ 1,466,591 $ 1,466,591
==========================
Annuity contracts:
Commonwealth Life Guaranteed Annuity
Contract, 5.80%, Open Maturity $ 1,486,731 $ 1,486,731
Hartford Life Guaranteed Annuity
Contract, 5.39%, March 20, 1995 1,011,389 1,011,389
Hartford Life Guaranteed Annuity
Contract, 5.14%, September 18, 1995 1,518,125 1,518,125
Life of Virginia Guaranteed Annuity
Contract, 4.63%, Open Maturity 1,545,100 1,545,100
Lincoln National Life Insurance Co.,
Guaranteed Annuity Contract, 8.84%,
March 31, 1994 2,235,066 2,235,066
Metropolitan Guaranteed Annuity
Contract, 5.24%, January 22, 1996 1,062,313 1,062,313
New York Life Guaranteed Annuity
Contract, 6.52%, May 20, 1996 1,329,451 1,329,451
Protective Life, 4.67%,
September 30, 1996 1,008,161 1,008,161
Provident Life & Accident Co.,
4.50%, December 16, 1996 1,011,888 1,011,888
--------------------------
$12,208,224 $12,208,224
==========================
</TABLE>
<PAGE> 39
<TABLE>
Thrift Plan Plus For Employees of Media General, Inc.
Investment Assets (continued)
December 31, 1993
<CAPTION>
Name and Title Cost Market Value
- - ------------------------------------------------------------------------
<S> <C> <C>
Equity Fund:
Northern Trust Company Short Term
Investment Fund $ 147,243 $ 147,243
=========================
NationsBank Investment Management Division Fund:
Adaptec, Inc. $ 98,700 $ 155,025
ADR British Petroleum PLC 144,918 166,400
ADR Imperial Chemical Industries PLC, New 119,579 132,300
ADR Telefonos De Mexico S.A. CV SerL
Sponsored Repstg SH ORD L 122,848 175,500
ADR Zeneca Group PLC 67,628 81,913
Air Products and Chemicals, Inc. 2,120 2,213
Allstate Corp. Common Stock 139,167 141,600
American Telephone & Telegraph Co. 105,535 120,750
Amgen, Inc. 105,090 113,850
Barnett Bks Inc. 97,693 103,750
Caremark Intl., Inc. 92,306 118,500
CBS, Inc. 37,026 57,700
Chrysler Corp. 60,686 58,575
Colgate-Palmolive Co. 66,767 81,088
Compusa, Inc. 103,257 73,538
Equitable Resources, Inc. 129,510 120,863
First Interstate Bancorp 77,633 83,363
Ford Motor Co. 62,387 64,500
General Electric Co. 125,069 157,313
General Public Utilities Corp. 149,686 151,281
Healthtrust, Inc. The Hospital Co. 144,511 189,038
Hershey Foods Corp. 58,674 63,700
Hewlett-Packard Co. 83,628 102,700
Home Depot Inc. 104,027 114,590
Imcera Group, Inc. 121,409 117,688
Ingersoll-Rand Co. 96,013 110,925
Litton Industries Inc. 49,067 58,050
Louisiana-Pacific Corp. 59,929 70,125
</TABLE>
<PAGE> 40
<TABLE>
Thrift Plan Plus For Employees of Media General, Inc.
Investment Assets (continued)
December 31, 1993
<CAPTION>
Name and Title Cost Market Value
- - ------------------------------------------------------------------------
<S> <C> <C>
NationsBank Investment Management Division Fund (continued):
McDonald's Corp. $ 107,883 $ 153,900
Mobil Corp. 180,658 205,725
Nalco Chemical Co. 78,379 86,250
NWNL Companies, Inc. 129,097 121,600
Pacific Gas & Light Co. 118,636 126,450
Pacific Telesis Group 131,817 157,325
Paine Webber Group Inc. 62,090 72,900
PepsiCo., Inc. 134,738 151,238
Philip Morris Companies 108,639 94,563
Potomac Electric Power Co. 131,665 125,725
Premark International 145,037 224,700
Proctor & Gamble Co. 86,657 85,500
Royce Valve Trust, Inc. 0 180
Shoney's, Inc. 127,858 129,500
Sun Trust Banks, Inc. 100,311 103,500
Synoptics Communications, Inc. 60,235 64,113
Sysco Corp. 130,951 140,400
Texaco Inc. 172,634 187,775
Textron Inc. 98,057 139,800
Thermo Electron Corp. 113,197 138,600
Toys "R" Us, Inc. 134,275 147,150
U.S. Bioscience Inc. 38 34
U.S. Healthcare, Inc. 61,000 63,388
Union Pacific Corp. 124,200 137,775
Walt Disney Company 62,865 68,200
Weyerhaeuser Co. 66,883 71,400
3 Com Corp. 71,277 98,700
-------------------------
$5,363,940 $6,083,229
=========================
</TABLE>
<PAGE> 41
<TABLE>
Thrift Plan Plus For Employees of Media General, Inc.
Investment Assets (continued)
December 31, 1993
<CAPTION>
Name and Title Cost Market Value
- - ------------------------------------------------------------------------
<S> <C> <C>
Media General Stock Fund:
Northern Trust Company Short Term
Investment Fund $ 526,160 $ 526,160
==========================
Media General, Inc., Class A Common Stock $57,904,848 $84,425,454
==========================
Loan Fund:
Northern Trust Company Short Term
Investment Fund $ 14,081 $ 14,081
==========================
Loans to participants $ 4,594,451 $ 4,594,451
</TABLE>
<PAGE> 42
SIGNATURES
The Plan. Pursuant to the requirements of the Securities Exchange Act
of 1934, the Committee of the Thrift Plan Plus for Employees of Media General,
Inc., has duly caused this Annual Report to be signed on its behalf by the
undersigned hereunto duly authorized.
THRIFT PLAN PLUS FOR EMPLOYEES OF
MEDIA GENERAL, INC.
By: /s/ D. Page Cooper
------------------------------
D. Page Cooper
Secretary of the Committee
Date: June 27, 1994
<PAGE> 43
EXHIBIT INDEX
TO
FORM 11-K FOR
The Thrift Plan Plus
For Employees of Media General, Inc.
Exhibit Number Description of Exhibit
23.1 Consent of Ernst & Young,
independent auditors, dated
June 23, 1994
<PAGE> 1
Exhibit 23.1
Consent of Independent Auditors
The Board of Directors and Stockholders
Media General, Inc.
We consent to the incorporation by reference in the Registration Statement (Form
S-8 No. 33-29478) pertaining to the Thrift Plan Plus for Employees of Media
General, Inc., of our reports dated June 6, 1994, with respect to the financial
statements and schedules of the Thrift Plan Plus for Employees of Media General,
Inc. included in this Annual Report (Form 11-K) for the one day period ended
December 31, 1993, and year ended December 30, 1993.
ERNST & YOUNG
Richmond, Virginia
June 23, 1994
