SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the Registrant (X)
Filed by a Party other than the Registrant ( )
Check the appropriate box:
( ) Preliminary Proxy Statement
(X) Definitive Proxy Statement
( ) Definitive Additional Materials
( ) Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
Media General, Inc.
(Name of Registrant as Specified in its Charter)
Media General, Inc.
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
(X) $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2).
( ) $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
( ) Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:
4) Proposed maximum aggregate value of transaction:
( ) Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule, or Registration Statement No.:
3) Filing Party:
4) Date Filed:
<PAGE>
LOGO
MEDIA GENERAL
NOTICE OF 1994
ANNUAL MEETING
AND
PROXY STATEMENT
FRIDAY, MAY 20, 1994
AT 11:00 A.M.
TAMPA BAY PERFORMING ARTS CENTER
1010 N.W. MACINNES PLACE
TAMPA, FLORIDA
<PAGE>
Media General, Inc., P.O. Box 85333 Richmond, Virginia 23293-0001 (804) 649-6000
LOGO
John Stewart Bryan III
Chairman and President
April 18, 1994
Dear Stockholder:
You are cordially invited to attend Media General's 1994 Annual Meeting on
Friday, May 20, 1994.
PLEASE NOTE THAT THIS YEAR'S ANNUAL MEETING IS BEING HELD AT THE TAMPA BAY
PERFORMING ARTS CENTER, 1010 N.W. MACINNES PLACE, TAMPA, FLORIDA. This is the
first year we have held our Annual Meeting outside Richmond. I have suggested
that we meet from time to time at various other cities in which our Company has
operations so that our stockholders in these communities might have a more
convenient opportunity to attend and learn personally about their Company. I
hope this is the beginning of a new tradition that will help to underscore the
breadth of our operations.
Whether or not you plan to be present at the Annual Meeting, we value your
vote. Please complete, sign and return the enclosed proxy card at your earliest
convenience.
I look forward to seeing you in Tampa.
Yours sincerely,
J. Stewart Bryan III
METROPOLITAN
NEWSPAPERS (BULLET) TELEVISION (BULLET) CATV (BULLET) NEWSPRINT
(BULLET) PUBLISHING
<PAGE>
LOGO
Executive Offices
333 East Grace Street
Richmond, Virginia 23219
NOTICE OF 1994 ANNUAL MEETING OF STOCKHOLDERS
TO THE CLASS A AND CLASS B COMMON STOCKHOLDERS
OF MEDIA GENERAL, INC.
Please take notice that the 1994 Annual Meeting of Stockholders of Media
General, Inc. will be held at the TAMPA BAY PERFORMING ARTS CENTER, 1010 N.W.
MACINNES PLACE, TAMPA, FLORIDA, ON FRIDAY, MAY 20, 1994, AT 11:00 O'CLOCK IN THE
FORENOON, for the following purposes:
1. To elect a Board of Directors for the ensuing year;
2. To ratify the appointment of Ernst & Young as independent auditors
for the fiscal year ending December 25, 1994; and,
3. To transact such other business as properly may come before the
meeting.
Holders of the Company's Class A and Class B Common Stock of record at the
close of business on March 25, 1994, are entitled to notice of and to vote at
the meeting, or any adjournment or postponement thereof, as set forth in the
Proxy Statement.
Your attention is directed to the accompanying Proxy Statement.
By Order of the Board of Directors
GEORGE L. MAHONEY, SECRETARY
April 18, 1994
STOCKHOLDERS ARE REQUESTED TO COMPLETE, DATE AND SIGN THE ACCOMPANYING
PROXY CARD AND RETURN IT IN THE ENVELOPE PROVIDED WHETHER OR NOT THEY EXPECT TO
ATTEND THE MEETING IN PERSON. STOCKHOLDERS WHO EXPECT TO ATTEND IN PERSON ARE
REQUESTED TO PLEASE SO INDICATE ON THE BACK OF THE ACCOMPANYING PROXY CARD. A
PROXY MAY BE REVOKED AT ANY TIME BEFORE IT IS VOTED.
<PAGE>
PROXY STATEMENT
1994 ANNUAL MEETING OF THE STOCKHOLDERS
SOLICITATION OF PROXIES
This statement is furnished in connection with the solicitation of proxies
by the Board of Directors of Media General, Inc. (the Company) to be used at its
1994 Annual Meeting of Stockholders to be held at the TAMPA BAY PERFORMING ARTS
CENTER, 1010 N.W. MACINNES PLACE, TAMPA, FLORIDA, ON FRIDAY, MAY 20, 1994, AT
11:00 O'CLOCK IN THE FORENOON, and at any adjournment or postponement thereof.
Proxies properly executed will be voted at the meeting in accordance with
instructions, if any. A proxy may be revoked by a Stockholder at any time before
it is voted.
The Annual Report to the Stockholders of the Company including financial
statements for the fiscal year ended December 26, 1993, and this Proxy Statement
and accompanying proxy card were mailed to Stockholders on or about April 18,
1994.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
The Company had outstanding 25,682,564 shares of Class A Common Stock
(Class A Stock) and 557,154 shares of Class B Common Stock (Class B Stock) as of
March 25, 1994. Only holders of record at the close of business on such date
will be entitled to vote, and each share of Class A or Class B Stock will be
entitled to one vote on each matter as to which such class is entitled to vote,
either alone or together with the other class.
The following table shows the stock ownership as of the most recent
practicable date of all persons known by the Company to have been the beneficial
owners of more than 5% of the outstanding shares of any class of the Company's
securities and the stock ownership of the directors and officers of the Company
as a group. All such information is based on information furnished by or on
behalf of the persons listed, who have sole voting power and sole investment
power as to all shares of Class A and Class B Stock listed unless noted to the
contrary.
<TABLE>
<CAPTION>
AMOUNT
AND
TITLE NATURE OF PERCENT
NAME AND ADDRESS OF OF BENEFICIAL OF
BENEFICIAL HOLDER CLASS OWNERSHIP CLASS
<S> <C> <C> <C>
D. Tennant Bryan Class A 2,184,080(1) 8.5%
333 East Grace Street Class B 373,000(1) 66.9%
Richmond, VA 23219
J. Stewart Bryan III Class A 1,349,145(1)(2) 5.3%
333 East Grace Street Class B 29,568(2) 5.3%
Richmond, VA 23219
</TABLE>
1
<PAGE>
<TABLE>
<CAPTION>
AMOUNT
AND
NATURE
TITLE OF PERCENT
NAME AND ADDRESS OF OF BENEFICIAL OF
BENEFICIAL HOLDER CLASS OWNERSHIP CLASS
<S> <C> <C> <C>
Estate of Elizabeth G. Henry Class B 53,360(3) 9.6%
c/o Bryan Brothers
P. O. Box 1234
Richmond, VA 23209
Mario J. Gabelli Class A 7,528,500(4) 29.3%
655 Third Avenue
New York, NY 10017
Northern Trust Corporation Class A 2,887,043(5) 11.2%
50 South La Salle Street
Chicago, IL 60675
Directors and Officers as a Class A 4,110,576(6) 16.0%
Group Class B 420,000(6) 75.4%
</TABLE>
(1) The shares listed for D. Tennant Bryan include 592 shares of Class A Stock
held for his benefit by the Media General, Inc. Thrift Plan Plus (Thrift
Plan) as of February 28, 1994, 4,800 shares of Class A Stock held by a
private foundation controlled by D. Tennant Bryan, 373,000 shares of Class A
Stock and 373,000 shares of Class B Stock held by the D. Tennant Bryan Media
Trust (Media Trust), as to which D. Tennant Bryan and J. Stewart Bryan III
serve as joint trustees and as to which D. Tennant Bryan is the grantor and
has reserved a right of revocation. D. Tennant Bryan and J. Stewart Bryan
III, together with the Media Trust, constitute a group for certain purposes,
having aggregate beneficial ownership of 3,533,225 shares of Class A Stock
and 402,568 shares of Class B Stock.
(2) The shares listed for J. Stewart Bryan III include 38,614 shares of Class A
Stock held for his benefit by the Thrift Plan as of February 28, 1994, and
73,300 shares registered in his name under the Restricted Stock Plan. Shares
listed for J. Stewart Bryan III do not include 373,000 shares of Class A
Stock and 373,000 shares of Class B Stock held by the Media Trust, which are
listed in the table as owned by D. Tennant Bryan, who serves with J. Stewart
Bryan III as trustee. The listed shares include 90,799 shares of Class A
Stock subject to currently exercisable options and 1,072,048 shares of Class
A Stock held by other trusts of which J. Stewart Bryan III serves as a
fiduciary and shares in the control of the voting and disposition of shares.
Shares held by trusts of which he is a beneficiary, but as to which he is
not a trustee and does not control the voting or disposition of shares, are
not included.
(3) The Executors of the Estate of Elizabeth G. Henry are Jane Bryan
Brockenbrough, Elizabeth B. Staunton, Anne S. Brockenbrough and Austin
Brockenbrough, IV, the address for each of whom for this purpose is c/o
Bryan Brothers at the address shown in the table. In addition to the shares
held by the Estate of Elizabeth G. Henry, as to which each of the Executors
shares voting and
2
<PAGE>
dispositive power, Jane Bryan Brockenbrough has sole voting and dispositive
power as to 108,220 shares of Class A Stock and 2,220 shares of Class B
Stock.
(4) The shares listed include shares held by Mr. Gabelli or entities which are
under his direct or indirect control. Mr. Gabelli and such entities, in the
aggregate, have shared voting and dispositive power over 17,000 shares and
sole dispositive power only as to 438,000 shares. Mr. Gabelli is deemed to
have beneficial ownership of all of the foregoing shares, and one of the
entities he controls, Gabelli Funds, Inc., is deemed to have beneficial
ownership of all such shares other than 2,500 shares held directly by Mr.
Gabelli.
(5) A subsidiary of Northern Trust Corporation serves as trustee of the
Company's Thrift Plan, and 2,866,543 of the Class A shares held as of
December 31, 1993, are held in that capacity. The Thrift Plan provides that
shares held for the Thrift Plan are to be voted by the trustee in the same
proportion as instructions received from participants. Subject to certain
restrictions, participants have the right to direct the disposition of
shares of Class A Stock held for their benefit by the Thrift Plan. Northern
Trust Company has sole voting power as to all of the remaining 20,500 Class
A shares.
(6) Includes an aggregate of 264,102 Class A shares subject to currently
exercisable stock options, 46,798 Class A shares held by the Thrift Plan as
of February 28, 1994, 193,400 Class A shares issued under the Restricted
Stock Plan and shares held by D. Tennant Bryan and J. Stewart Bryan III.
ELECTION OF DIRECTORS
The Articles of Incorporation of the Company provide for the holders of the
Class A Stock voting separately and as a class to elect 30% of the Board of
Directors (or the nearest whole number if such percentage is not a whole number)
and for the holders of the Class B Stock to elect the balance. Accordingly, of
the nine directors to be elected, three will be Class A Directors to be elected
by the Class A Stockholders, and six will be Class B Directors to be elected by
the Class B Stockholders. The By-Laws of the Company, consistent with applicable
Virginia law, provide that in the election of each class of Directors, those
receiving the greatest number of votes of each class of Stockholders entitled to
vote for such Directors shall be elected. Abstentions and non-votes by brokers,
banks and other nominee holders of record shall not be counted for or against
any nominee. The Directors elected will serve until the next annual meeting of
Stockholders. All of the nominees listed below presently are members of the
Board. Pursuant to the Company's Articles of Incorporation, Mr. Medlin was
elected by the remaining Class A Directors to fill a vacancy arising subsequent
to the 1993 Annual Meeting of Stockholders. Unless authority is withheld, the
proxies will be voted for the election as Directors of the persons named below,
or, if for any reason any of such persons are unavailable, for such substitutes
as management may propose. The Company has no reason to believe that any of the
nominees will be unavailable. The following material is based on information
submitted by the person named. Unless noted to the contrary, each Director has
sole voting power and sole investment power as to all shares listed as owned
beneficially by him.
3
<PAGE>
<TABLE>
<CAPTION>
NUMBER AND PERCENTAGE*
OF SHARES BENEFICIALLY
OWNED MARCH 25, 1994
DIRECTOR CLASS A
NAME AGE SINCE (1) % CLASS B %
<S> <C> <C> <C> <C> <C> <C>
CLASS A DIRECTORS
Charles A. Davis................. 45 1989 200 --
Robert V. Hatcher, Jr............ 63 1991 1,500 --
John G. Medlin, Jr............... 60 1994 2,000 --
CLASS B DIRECTORS
Robert P. Black.................. 66 1993 570 --
D. Tennant Bryan................. 87 1930(3) 2,184,080(4) 8.5% 373,000(4) 66.9%
J. Stewart Bryan III............. 55 1974 1,349,145(2)(4) 5.2% 29,568(4) 5.3%
Alan S. Donnahoe................. 77 1965 53,756 --
James S. Evans................... 72 1982 224,000(2) --
Henry L. Valentine, II........... 66 1991 141,890(5) 17,432(5) 3.1%
</TABLE>
*Percentages of stock ownership less than one percent are not shown.
(1) Includes shares, if any, held in the Thrift Plan as of February 28, 1994.
(2) Shares listed for J. Stewart Bryan III and James S. Evans include 90,799
shares and 97,500 shares of Class A Stock, respectively, subject to
currently exercisable options. Shares listed for Mr. Evans include 52,500
shares registered in his name under the Restricted Stock Plan.
(3) D. Tennant Bryan was elected as a director of The News Leader Company, a
predecessor to the Company, in 1930 and has served continuously since that
time as a director of the Company and its predecessors except for 12 months
during World War II when he was overseas in the U.S. Naval Reserve.
(4) Shares held by the Media Trust are listed as owned by D. Tennant Bryan. For
further information as to stock held by D. Tennant Bryan and J. Stewart
Bryan III, see "Voting Securities and Principal Holders Thereof."
(5) Mr. Valentine shares voting and investment power over the Class B shares
listed in his capacity as co-executor of an estate. Of the shares of Class A
Stock listed, Mr. Valentine shares voting and investment power as a
co-trustee or co-executor as to 87,690 shares, and he may be deemed to share
voting and investment control as to 1,000 shares held by institutions for
which Mr. Valentine chairs or serves on the investment committee. The shares
listed do not include 1,000 shares of Class A Stock held by Mr. Valentine's
wife, as to which Mr. Valentine disclaims any voting or investment power.
4
<PAGE>
CHARLES A. DAVIS has been a partner in the investment banking firm of
Goldman, Sachs & Co. since 1986, prior to which he served as a vice president of
that firm. Mr. Davis serves as a director of Merchants Bancshares, Inc. and of
Lechters, Inc.
ROBERT V. HATCHER, JR. is the former Chairman of the Board and Chief
Executive Officer of Johnson & Higgins, an insurance consulting and brokerage
firm, having served in that position for more than five years. Mr. Hatcher
serves as a director of Coastal Healthcare Group, Inc.
JOHN G. MEDLIN, JR. is Chairman of the Board, and until December 31, 1993,
also was Chief Executive Officer of Wachovia Corporation. Both positions have
been held for more than five years. Mr. Medlin serves as a director of BellSouth
Corporation, National Service Industries, Inc., RJR Nabisco, Inc. and USAir
Group, Inc.
ROBERT P. BLACK retired as of December 31, 1992, as President of the
Federal Reserve Bank of Richmond, Virginia, having served in that position for
more than five years.
D. TENNANT BRYAN is Chairman of the Executive Committee of the Company's
Board of Directors, having retired in June 1990 as Chairman of the Board of the
Company, a position which he had held for more than five years. Mr. Bryan is a
controlling person of the Company. He is the father of J. Stewart Bryan III, a
director and officer of the Company.
J. STEWART BRYAN III was elected Chairman of the Board, President and Chief
Executive Officer of the Company in July 1990. Prior to that date he had served
as Vice Chairman of the Board and Executive Vice President of the Company since
1985, and as Chief Operating Officer of the Company since 1989. He is also the
Chairman of Richmond Newspapers, Inc., a wholly-owned subsidiary of the Company,
and has been Publisher of the Richmond Times-Dispatch (as well as The Richmond
News Leader prior to its merger with the Richmond Times-Dispatch on June 1,
1992) for more than five years. He is the son of D. Tennant Bryan, Chairman of
the Executive Committee of the Board of the Company, and is a controlling person
of the Company.
ALAN S. DONNAHOE is retired and serves as a consultant to the Company.
Prior to July 1990, he served as Vice Chairman of the Company for more than five
years, and previously served as President and Chief Executive Officer of the
Company.
JAMES S. EVANS is Vice Chairman of the Company. Prior to July 1990, he
served as President and Chief Executive Officer of the Company for more than
five years.
HENRY L. VALENTINE, II is Chairman of Davenport & Co. of Va., Inc., a
Richmond, Virginia, investment banking firm, and has served in that position for
more than five years.
BOARD AND COMMITTEE MEETINGS
The full Board of Directors held regular meetings six times during 1993 on
a bi-monthly basis.
The principal standing committees of the Board of Directors are the
Executive Committee, the Audit Committee and the Compensation and Stock Option
Committee. The Board has not formed a nominating committee.
5
<PAGE>
The Executive Committee presently consists of Messrs. D. T. Bryan, J. S.
Bryan III, Donnahoe, Evans and Valentine. The Executive Committee is empowered,
with certain limitations, to exercise all of the powers of the Board of
Directors when the full Board is not in session. The Executive Committee met
regularly six times during 1993 on a bi-monthly schedule which alternates with
meetings of the full Board of Directors.
The Audit Committee presently consists of Messrs. Davis and Valentine. This
committee oversees the audit function of the Company, both with regard to
internal auditors and outside auditors, which are recommended to the Board by
this committee. In this capacity, the committee meets with internal and outside
auditors, approves all engagements of auditors and reviews all Securities and
Exchange Commission filings made by the Company. The Audit Committee met twice
during 1993.
The Compensation and Stock Option Committee presently consists of Messrs.
Hatcher and Black. This committee has general responsibility for employee
compensation, makes recommendations to the Board concerning officer and director
compensation and oversees the operation of the compensation related benefit
plans. The Compensation and Stock Option Committee met three times during 1993.
Directors, other than those serving as officers of the Company or one of
its subsidiaries, receive an annual fee of $12,000, plus $500 for each Board
meeting attended and an additional $500 for the first committee meeting attended
on a given day, plus $300 for a second committee meeting attended on the same
day.
STOCK OWNERSHIP OF EXECUTIVE OFFICERS
The following table lists the beneficial ownership of the Company's Class A
and Class B Stock by the executive officers named in the "Summary Compensation
Table" as of March 25, 1994.
<TABLE>
<CAPTION>
NUMBER AND PERCENTAGE*
OF SHARES BENEFICIALLY
OWNED MARCH 25, 1994
CLASS CLASS
NAME A(1) % B %
<S> <C> <C> <C> <C>
J. Stewart Bryan III 1,349,145(2) 5.2% 29,568(2) 5.3%
Marshall N. Morton 45,403(3) --
Basil Snider, Jr. 40,006(4) --
H. Graham Woodlief 32,516(5) --
James L. Dillon 23,059(6) --
Stephen R. Zacharias 12,451(7) --
</TABLE>
*Percentages of stock ownership less than one percent are not shown.
6
<PAGE>
(1) Includes shares held in the Thrift Plan as of February 28, 1994.
(2) For information concerning Mr. Bryan's stock ownership, see footnotes (1)
and (2) to the table under "Voting Securities and Principal Holders Thereof"
and footnotes (2) and (4) to the table under "Election of Directors." The
shares listed for Mr. Bryan in each table of this Proxy Statement are
identical.
(3) Shares listed for Mr. Morton include 20,266 shares subject to currently
exercisable options and 24,100 shares registered in his name under the
Restricted Stock Plan.
(4) Shares listed for Mr. Snider include 20,900 shares subject to currently
exercisable options and 18,900 shares registered in his name under the
Restricted Stock Plan.
(5) Shares listed for Mr. Woodlief include 14,599 shares subject to currently
exercisable options and 15,300 shares registered in his name under the
Restricted Stock Plan.
(6) Shares listed for Mr. Dillon include 10,659 shares subject to currently
exercisable options and 9,300 shares registered in his name under the
Restricted Stock Plan.
(7) Shares listed for Mr. Zacharias include 9,379 shares subject to currently
exercisable options.
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
directors, executive officers and persons who own more than 10% of a registered
class of the Company's equity securities to file with the Securities and
Exchange Commission (SEC) and the American Stock Exchange initial reports of
ownership and reports of changes in ownership of such equity securities. Such
persons are required by SEC regulations to provide the Company with copies of
all Section 16(a) forms they file.
To the Company's knowledge, based solely on a review of the copies of such
reports furnished to the Company and written representations that no other
reports were required, all Section 16(a) filing requirements during fiscal year
1993 were complied with, except that one report covering one transaction was
filed late for Mr. Black as to which he is the grantor and has reserved a right
of revocation, and the initial ownership report was filed late for Mr.
Zacharias, the Company's Treasurer, who became an executive officer as of
December 1993.
7
<PAGE>
COMPENSATION OF EXECUTIVE OFFICERS
The following table sets forth compensation awarded to, earned by or paid
to the Company's Chief Executive Officer, each of the other four most highly
compensated executive officers and a former executive officer, for the three
fiscal years ended December 26, 1993.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM COMPENSATION
AWARDS
ANNUAL COMPENSATION SECURITIES
OTHER RESTRICTED UNDERLYING PAYOUTS
ANNUAL STOCK OPTIONS/ LTIP
NAME AND SALARY BONUS COMPENSATION AWARD(S) SARS PAYOUTS
PRINCIPAL POSITION YEAR ($) ($) ($)(1) ($)(2) (#)(3) ($)(4)
<S> <C> <C> <C> <C> <C> <C> <C>
J. Stewart Bryan III, 1993 $500,000 $206,262 $ -- $ 732,488 26,000 $ --
Chairman, President and 1992 480,000 147,398 -- -- 21,500 372,554
Chief Executive Officer 1991 480,000 138,240 17,982 706,563 19,800 --
Marshall N. Morton, 1993 275,000 113,444 -- 262,013 9,300 --
Senior Vice President and 1992 250,000 76,770 -- -- 7,300 64,032
Chief Financial Officer 1991 220,500 63,504 36,018 209,950 5,900 --
Basil Snider, Jr., (6) 1993 144,167 -- -- 193,163 6,900 --
Former Vice President 1992 230,000 72,958 -- -- 5,700 465,692
1991 220,500 87,699 22,478 177,650 5,000 --
H. Graham Woodlief, 1993 190,000 91,762 -- 166,388 5,900 --
Vice President 1992 175,000 56,350 -- -- 4,700 --
1991 150,000 33,831 -- 133,238 3,700 --
James L. Dillon, 1993 162,000 86,572 -- 95,625 3,400 --
Vice President 1992 155,000 43,943 -- -- 2,800 186,277
1991 149,000 32,184 8,991 86,806 2,500 --
Stephen R. Zacharias, (7) 1993 133,500 34,094 -- -- 5,200 --
Treasurer 1992 121,000 25,880 -- -- 3,400 --
1991 110,000 21,240 -- -- 1,700 --
<CAPTION>
ALL OTHER
NAME AND COMPENSATION
PRINCIPAL POSITION ($)(5)
<S> <C>
J. Stewart Bryan III, $ 26,761
Chairman, President and 25,701
Chief Executive Officer 73,491
Marshall N. Morton, 12,478
Senior Vice President and 11,003
Chief Financial Officer 56,306
Basil Snider, Jr., (6) 5,723
Former Vice President 11,177
81,015
H. Graham Woodlief, 10,060
Vice President 8,949
7,257
James L. Dillon, 13,934
Vice President 14,152
42,152
Stephen R. Zacharias, (7) 7,360
Treasurer 7,346
6,608
</TABLE>
(1) The amounts disclosed under this column represent income tax deposits made
by the Company on behalf of the named executive officer for benefits under
the Company's Deferred Compensation Performance Units Plan which became
vested in, and taxable to, the officer prior to the actual payout of the
benefits in 1992 (see (4)).
(2) At December 26, 1993, the number and value of the aggregate restricted stock
awards held by named executive officers were: Mr. Bryan -- 73,300 and
$2,089,050; Mr. Morton -- 24,100 and $686,850; Mr. Snider -- 18,900 and
$538,650; Mr. Woodlief -- 15,300 and $436,050; Mr. Dillon -- 9,300 and
$265,050. Shares were awarded in the name of each executive, and each has
all rights of other Class A Stockholders, including dividends, subject to
certain restrictions and forfeiture provisions.
(3) The Company does not have a Stock Appreciation Rights (SARs) Plan.
8
<PAGE>
(4) The amounts disclosed under this column represent the February 1, 1992,
payout of benefits to the named executive under the Deferred Compensation
Performance Units Plan, which Plan was terminated following the payout. The
amount of the benefit payout was equivalent to the gross value of the number
of units awarded to the executive, less the amount of income taxes which had
previously been deposited by the Company on behalf of the executive (see
(1)).
(5) The amounts disclosed under this column for the most recent fiscal year
consist of the following:
<TABLE>
<CAPTION>
DOLLAR VALUE OF
INSURANCE PREMIUMS
ANNUAL PAID BY THE
ABOVE-MARKET COMPANY COMPANY WITH
AMOUNTS EARNED CONTRIBUTIONS RESPECT TO TERM
ON DEFERRED TO VESTED LIFE INSURANCE
COMPENSATION AND UNVESTED FOR THE BENEFIT
DURING THE DEFINED CONTRI- OF THE NAMED
NAME FISCAL YEAR BUTION PLANS EXECUTIVE OFFICER TOTAL
<S> <C> <C> <C> <C>
J. Stewart Bryan III $5,414 $19,422 $1,925 $26,761
Marshall N. Morton -- 10,553 1,925 12,478
Basil Snider, Jr. 4,881 -- 842 5,723
H. Graham Woodlief 1,697 6,746 1,617 10,060
James L. Dillon 6,668 5,846 1,420 13,934
Stephen R. Zacharias 1,297 4,947 1,116 7,360
</TABLE>
(6) Mr. Snider retired as an executive officer on February 28, 1993, and assumed
part-time status pursuant to a two-year agreement which compensates him at
$125,000 for the first 12-month period and $65,000 for the second 12-month
period.
(7) Mr. Zacharias became an executive officer in 1993.
OPTION/SAR GRANTS IN LAST FISCAL YEAR
The following table provides information on stock options granted in fiscal
1993 to the named executive officers.
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
NUMBER OF
SECURITIES
UNDERLYING % OF TOTAL
OPTIONS/ OPTIONS/SARS EXERCISE
SARS GRANTED TO OR BASE GRANT DATE
GRANTED EMPLOYEES IN PRICE EXPIRATION PRESENT
NAME (#)(1)(2) FISCAL YEAR (1) ($/SHARE) DATE VALUE $ (3)
<S> <C> <C> <C> <C> <C>
J. Stewart Bryan III 26,000 13.0% $ 19.125 Jan. 27, 2003 $ 199,004
Marshall N. Morton 9,300 4.7% 19.125 Jan. 27, 2003 71,182
Basil Snider, Jr. 6,900 3.5% 19.125 Jan. 27, 2003 52,813
H. Graham Woodlief 5,900 3.0% 19.125 Jan. 27, 2003 45,159
James L. Dillon 3,400 1.7% 19.125 Jan. 27, 2003 26,024
Stephen R. Zacharias 5,200 2.6% 19.125 Jan. 27, 2003 39,801
</TABLE>
(1) The Company does not have a Stock Appreciation Rights (SARs) Plan.
9
<PAGE>
(2) The amounts listed under this column represent the number of shares of the
Company's Class A Stock covered by options granted to the named executive
during fiscal 1993 under the provisions of the 1987 Stock Option Plan, as
amended (1987 Plan). Options granted under the 1987 Plan become exercisable
on a graduated scale over a three-year period and expire 10 years after the
date of grant. The options also become fully exercisable upon, and must be
exercised within 12 months of, the optionee's death during employment or
retirement after age 55.
(3) Option values reflect Black-Scholes model output for options. The
assumptions used in the model were: expected volatility of .258; zero-coupon
government bond yield available on the grant date and maturing at the end of
the option term; dividend yield of 1.7%; and time to exercise of 10 years.
Additionally, a 5.7% discount was applied to reflect three-year pro rata
vesting (3% per year probability of forfeiture). The actual value, if any,
an executive may realize will depend on the amount by which the stock price
on the date of exercise exceeds the exercise price. There is no assurance
that the value actually realized by an executive will be at or near the
value estimated by use of the Black-Scholes model.
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
The following table provides information with respect to the number and
value of stock options outstanding at the end of fiscal 1993. None of the named
executive officers exercised options or SARs during 1993.
<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS/
OPTIONS/SARS AT SARS AT FISCAL
FISCAL YEAR-END(#)(1) YEAR-END($)(2)
NAME EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
<S> <C> <C> <C> <C>
J. Stewart Bryan III 68,367 49,933 $803,155 $ 437,463
Marshall N. Morton 12,766 17,734 56,263 150,687
Basil Snider, Jr. 15,033 13,567 46,112 115,357
H. Graham Woodlief 9,833 10,967 35,679 95,921
James L. Dillon 7,759 6,641 22,887 56,894
Stephen R. Zacharias 5,946 8,454 20,394 75,425
</TABLE>
(1) The Company does not have a Stock Appreciation Rights (SARs) Plan.
(2) The amount disclosed is based on the difference between the closing price of
the Company's Class A Stock at the end of fiscal 1993 ($28.50) and the
exercise price per share, multiplied by the number of shares covered by the
options.
10
<PAGE>
PENSION PLAN TABLE
The following table reflects the estimated aggregate retirement benefits to
which certain executive officers of the Company, including each of the named
executive officers in the Summary Compensation Table, would be entitled under
the combined provisions of the Company's non-contributory, funded Employees
Retirement Plan and the Executive Supplemental Retirement Plan (the Plans). The
amount of benefit assumes that the executive has completed a minimum of 15 years
of service. The benefit amount will be reduced for service of less than 15
years, or if the executive retires prior to attaining age 63. Additional
benefits are not earned for service in addition to 15 years.
<TABLE>
<CAPTION>
LIFETIME ANNUAL
BENEFIT
HIGHEST FIVE-YEAR AT OR AFTER
AVERAGE COMPENSATION NORMAL RETIREMENT DATE
<S> <C>
$150,000 $ 82,500
250,000 137,500
350,000 192,500
450,000 247,500
550,000 302,500
650,000 357,500
750,000 412,500
850,000 467,500
</TABLE>
The covered compensation for each of the executive officers named in the
Summary Compensation Table is the highest five-year average of the amounts shown
in the "Salary" and "Bonus" columns of that table.
Retirement benefits shown are payable without offset for Social Security in
monthly installments as life annuities, or in other optional forms, upon
retirement after attaining age 63. Benefits for executives who participated in
both plans prior to January 1, 1991, are reduced by the amount of benefits
payable to them under pension plans of former employers.
BOARD COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
Media General's compensation system is a management tool that is used to
support and reinforce key operating and strategic goals. It is applied
consistently to all salaried employees.
In 1991, with the help of an independent consultant, the Company revamped
its compensation programs for management employees in order to strengthen the
link between an individual's performance and related compensation opportunities
as well as to align the interests of key Media General employees more directly
with those of the Stockholders. This tighter alignment made the eligible
employee more responsive to the needs of the Company.
11
<PAGE>
The Compensation and Stock Option Committee (the Committee) feels that a
tightly administered program that rewards eligible managers for appropriate
behavior is a constructive way to attract talented personnel. Eligibility to
participate in annual and long-term incentive programs is determined by the
Committee assisted by recommendations from the Chief Executive Officer.
There are three components of total executive compensation at Media
General: base salary and short-and long-term incentives. Using published general
industry surveys targeted to the Company's size, media industry surveys targeted
to size and diversification levels comparable to the Company (including but not
limited to those companies found within the S&P "Publishing-Newspapers" Index)
and published proxy statement executive compensation levels, the Committee has
established second quartile (51st-75th percentile) targets for each component.
Base salary levels are determined with reference to competitive targets (as
described previously), internal equity and longevity. Pay and performance then
are linked through the use of the two incentive programs.
The short-term incentive program combines specific threshold, target and
maximum goals established at the beginning of the measurement year with award
targets, as described previously. All goals are growth-related, are based on
profit and asset utilization levels and are established individually for each
business unit and for the Company. Cash awards are paid based on the
accomplishment of these goals. Maximum awards are attained at 150% of goal.
Except under exceptional circumstances, which, in the Committee's opinion, were
not under operating unit control, no bonuses are paid to units earning less than
80% of their goal.
A long-term incentive program is used to reward sustained stock price
growth and/or achievement of long-term, pre-established earnings per share
growth targets. Awards in this program are made in the form of stock options
(typically awarded to eligible participants annually at fair market value on the
grant date, vesting over a three-year period) and restricted stock (typically
granted to selected executive officers every other year with restrictions
(currently ten years) on sale that may be accelerated if pre-established
earnings per share growth targets are met). The combined expected value of
stock-based awards is targeted to achieve competitive levels of total
compensation as described earlier; for those selected executive officers who
received both restricted stock and stock options, the 1993 grants were awarded
on the basis that 60% of the competitive long-term incentive target would be
delivered through restricted stock. The Committee notes that the relative value
of a given award at the end of the measurement period will depend on the growth
in value of the common stock of the Company over the time period. The vesting
and ten-year trading restrictions emphasize the long-term nature of these awards
and encourage eligible employees to remain in the employ of the Company.
12
<PAGE>
During the year the Committee will consider the deductibility and
performance-based compensation issues raised by Section 162(m) of the Internal
Revenue Code. The Committee, however, does not expect that the compensation paid
to any executive officer of the Company in 1994 will exceed the $1 million
deductibility threshold of Section 162(m).
CEO COMPENSATION DURING 1993
Mr. Bryan's base salary in 1993 was $500,000, 4.2% above the preceding
year, an increase the Committee believes is competitive within the second
quartile referenced above. Media General's 1993 financial performance was 5%
above its aggregate incentive plan target for the year. Therefore, strict
application of the Company's annual incentive plan formula produced a bonus for
1993 of $206,262, equal to 41% of Mr. Bryan's base compensation, a level below
the plan maximum but slightly higher than targeted. At the beginning of 1993 a
stock option award of 26,000 shares of Media General Class A Common Stock and a
restricted stock award of 38,300 Class A shares, with a grant date value of
$732,488, were awarded to Mr. Bryan. Both awards were developed in accordance
with competitive practice, as outlined previously, and were based on the
standard provisions of Media General's annual and long-term incentive plans.
THE COMPENSATION AND STOCK OPTION
COMMITTEE
Robert V. Hatcher, Jr., CHAIRMAN
Robert P. Black
13
<PAGE>
PERFORMANCE GRAPH
The following graph shows the cumulative total Stockholder return on the
Company's Class A Stock over the last five fiscal years as compared to the
returns of the American Stock Exchange (AMEX) Composite Index and the Standard &
Poor's (S&P) "Publishing-Newspapers" Index. The graph assumes $100 was invested
on December 31, 1988, in the Company's Class A Stock, the AMEX Composite Index
and the S&P "Publishing-Newspapers" Index and also assumes reinvestment of
dividends.
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN
COMPANY, AMEX AND S&P "PUBLISHING-NEWSPAPERS" INDEX
(GRAPH AS DEFINED BY FOLLOWING DATA POINTS)
<TABLE>
<CAPTION>
FISCAL YEAR ENDING DECEMBER
1988 1989 1990 1991 1992 1993
<S> <C> <C> <C> <C> <C> <C>
Media General, Inc. $100 $ 92 $ 56 $ 52 $ 54 $ 91
S&P "Publishing-Newspapers" Index 100 119 95 115 129 149
AMEX Composite Index 100 128 108 133 135 160
</TABLE>
14
<PAGE>
OTHER TRANSACTIONS
The Company entered into an agreement with D. Tennant Bryan in 1985 which most
recently was amended on April 7, 1994, regarding the redemption of stock from
Mr. Bryan's estate. The amended agreement provides that upon Mr. Bryan's death,
his estate has a right to sell and the Company has a separate right to buy the
lesser of (a) 15% of the Class A Stock owned by Mr. Bryan at his death and (b) a
sufficient number of shares of Class A Stock to fund estate taxes and certain
funeral and administrative expenses. The purchase price for each share redeemed
under the amended agreement will equal 90% of the average daily closing price
for a share of Class A Stock during the 91 days preceding the date that is 30
days after the date of death. The agreement also provides that, if the estate
pays taxes in installments over a period of time, and if a redemption right has
been exercised, the Company in certain circumstances also may elect to pay the
redemption price in installments, plus interest at the rate paid by the estate.
The investment banking firm of Goldman, Sachs & Co., of which Mr. Davis is a
partner, renders various investment banking services to the Company. Also, the
law firm of Christian, Barton, Epps, Brent & Chappell, of which Mr. R. Carter
Scott III, who served as Secretary and General Counsel of the Company until July
19, 1993, is a partner, renders legal services to the Company and its
subsidiaries, for which it was paid $885,411 during 1993.
RATIFICATION OF APPOINTMENT
OF INDEPENDENT AUDITORS
Upon the recommendation of the Audit Committee of the Board of Directors, no
member of which is an officer of the Company, the firm of Ernst & Young has been
appointed by the Board of Directors as the independent auditors of the Company
for the fiscal year ending December 25, 1994, subject to ratification of such
appointment by majority vote of the holders of the Company's Class B Stock
voting separately as a class. Such firm has examined the accounts of the Company
for previous years, including 1993. The Company has been advised by Ernst &
Young that such firm is an independent public accounting firm within the meaning
of the applicable rules and regulations of the Securities and Exchange
Commission. A representative of Ernst & Young will be present at the Annual
Meeting to make a statement, if he desires to do so, and to respond to
appropriate questions from Stockholders.
1995 STOCKHOLDER PROPOSALS
Stockholders may present proposals for inclusion in the 1995 Proxy Statement,
provided the proposals comply with applicable Securities and Exchange Commission
regulations and are received by the Company no later than December 19, 1994.
SOLICITATION OF PROXIES
The Company may solicit proxies in person or by telephone, as well as by mail.
The cost of solicitation of proxies, including the reimbursement to banks and
brokers for reasonable expenses in sending proxy
15
<PAGE>
material to their principals, will be borne by the Company. Officers and other
employees of the Company may participate in such solicitation, for which they
will receive no special or additional compensation. In addition, the Company has
retained D. F. King & Co., Inc., to assist in the solicitation of proxies for a
basic fee of $10,000, plus reimbursement of out-of-pocket expenses.
OTHER MATTERS
Management does not intend to present, nor does it know of any person who
intends to present, any matter for action by Stockholders at the meeting, or any
adjournment or postponement thereof, other than as stated in the notice thereof.
However, the enclosed proxy confers discretionary authority with respect to the
transaction of any other business which properly may come before the meeting, or
any adjournment or postponement thereof, and it is the intention of the persons
named in the enclosed proxy to vote such proxy in accordance with their judgment
on any such matter.
By Order of the Board of Directors
GEORGE L. MAHONEY, SECRETARY
Richmond, Virginia
April 18, 1994
STOCKHOLDERS ARE REQUESTED TO COMPLETE, DATE AND SIGN THE ACCOMPANYING PROXY
CARD AND RETURN IT IN THE ENVELOPE PROVIDED WHETHER OR NOT THEY EXPECT TO ATTEND
THE MEETING IN PERSON. STOCKHOLDERS WHO EXPECT TO ATTEND IN PERSON ARE REQUESTED
TO PLEASE SO INDICATE ON THE BACK OF THE ACCOMPANYING PROXY CARD. A PROXY MAY BE
REVOKED AT ANY TIME BEFORE IT IS VOTED.
16
<PAGE>
MEDIA GENERAL, INC.
PROXY SOLICITED BY BOARD OF DIRECTORS
CLASS A STOCK
The undersigned appoints J. Stewart Bryan III, Marshall N. Morton and George L.
Mahoney, or any of them, the proxies of the undersigned, with power of
substitution, to vote all Class A Common Stock which the undersigned is entitled
to vote at the Annual Meeting of Stockholders to be held on Friday, May 20,
1994, and at any postponement or adjournment thereof, as follows:
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR EACH NOMINEE LISTED BELOW.
1. Election of the following director-nominees: Charles A. Davis, Robert V.
Hatcher, Jr. and John G. Medlin, Jr.
( ) FOR all nominees listed above (except ( ) WITHHOLD AUTHORITY to vote
as indicated to the contrary below) for all of the nominees listed
above
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, WRITE
THAT NOMINEE'S NAME IN THE SPACE PROVIDED BELOW.)
2. To vote with discretionary authority upon such other matters as properly may
come before the meeting.
(PLEASE DATE AND SIGN ON REVERSE SIDE)
<PAGE>
(CONTINUED FROM OTHER SIDE)
IF NOT OTHERWISE SPECIFIED, THIS PROXY WILL BE VOTED IN FAVOR OF THE NOMINEES
LISTED.
Receipt of Notice of Meeting and Proxy Statement and of the Annual Report is
hereby acknowledged.
Dated: , 1994.
------------------------------------
------------------------------------
Please sign proxy as name appears.
Joint owners should each sign
personally. Trustees and others signing
in a representative capacity should
indicate the capacity in which they
sign.
( )Mark here if you plan to attend the
Annual Meeting.
<PAGE>
MEDIA GENERAL, INC.
PROXY SOLICITED BY BOARD OF DIRECTORS
CLASS B STOCK
The undersigned appoints J. Stewart Bryan III, Marshall N. Morton and George L.
Mahoney, or any of them, the proxies of the undersigned, with power of
substitution, to vote all Class B Common Stock which the undersigned is entitled
to vote at the Annual Meeting of Stockholders to be held on Friday, May 20,
1994, and at any postponement or adjournment thereof, as follows:
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSALS 1 AND 2.
1. Election of the following director-nominees: Robert P. Black, D. Tennant
Bryan, J. Stewart Bryan III, Alan S. Donnahoe, James S. Evans and Henry L.
Valentine, II.
( ) FOR all nominees listed above (except ( ) WITHHOLD AUTHORITY to vote
as indicated to the contrary below) for all of the nominees listed
above
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, WRITE
THAT NOMINEE'S NAME IN THE SPACE PROVIDED BELOW.)
2. To ratify the appointment of Ernst & Young as auditors for the fiscal year
ending December 25, 1994.
( ) FOR ( ) AGAINST ( ) ABSTAIN
3. To vote with discretionary authority upon such other matters as properly may
come before the meeting.
(PLEASE DATE AND SIGN ON REVERSE SIDE)
<PAGE>
(CONTINUED FROM OTHER SIDE)
IF NOT OTHERWISE SPECIFIED, THIS PROXY WILL BE VOTED IN FAVOR OF THE NOMINEES
LISTED AND FOR PROPOSAL 2.
Receipt of Notice of Meeting and Proxy Statement and of the Annual Report is
hereby acknowledged.
Dated: , 1994.
------------------------------------
------------------------------------
Please sign proxy as name appears.
Joint owners should each sign
personally. Trustees and others signing
in a representative capacity should
indicate the capacity in which they
sign.
( ) Mark here if you plan to attend the
Annual Meeting.
<PAGE>
MEDIA GENERAL, INC. EMPLOYEES THRIFT PLAN PLUS
PARTICIPANT VOTING INSTRUCTION
The undersigned hereby instructs The Northern Trust Company, as Trustee of the
Media General Employees Thrift Plan, to vote all shares of Media General, Inc.
Class A Common Stock held by the Thrift Plan for my account at the Annual
Meeting of Stockholders of Media General, Inc. to be held on Friday, May 20,
1994, and at any postponement or adjournment thereof, as follows:
1. Election of the following director-nominees: Charles A. Davis, Robert V.
Hatcher, Jr. and John G. Medlin, Jr.
( ) FOR all nominees listed above (except ( ) WITHHOLD AUTHORITY to vote
as indicated to the contrary below) for all of the nominees listed
above
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, WRITE
THAT NOMINEE'S NAME IN THE SPACE PROVIDED BELOW.)
2. To vote with discretionary authority upon such other matters as properly may
come before the meeting.
(PLEASE DATE AND SIGN ON REVERSE SIDE)
<PAGE>
(CONTINUED FROM OTHER SIDE)
IF NOT OTHERWISE SPECIFIED, THIS PROXY WILL BE VOTED IN FAVOR OF THE NOMINEES
LISTED.
Receipt of Notice of Meeting and Proxy Statement and of the Annual Report is
hereby acknowledged.
Dated: , 1994.
------------------------------------
------------------------------------
Please sign instruction as name appears.
( ) Mark here if you plan to attend the
Annual Meeting.
