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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report May 20, 1994
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Media General, Inc.
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(Exact name of registrant as specified in its charter)
Virginia 1-6383 54-0850433
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
333 E. Grace St., Richmond, Virginia 23219
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (804) 649-6000
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N/A
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(Former name or former address, if changed since last report.)
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Item 2. Acquisition or Disposition of Assets
On May 20, 1994, the Company sold its 40% common equity interest in Garden State
Newspapers, Inc. (GSN), along with its GSN Series A and Series C Preferred
Stock, for $63 million in cash. Additionally, in exchange for the GSN Series B
Preferred Stock previously owned by the Company, the Company received 1,200
shares of $25,000 par, 9% Preferred Stock of Denver Newspapers, Inc. (previously
owned by GSN), including accumulated and unpaid dividends of approximately $17.4
million thereon. The stock is valued at $34 million. The sale resulted in a
gain of $91.5 million ($83.3 million after-tax; $3.17 per share). The cash
proceeds from the sale were used immediately to pay down debt ($53 million) and
for investment in short-term fixed income instruments ($5 million). The balance
was applied to transaction costs and utilized for other corporate purposes. The
Company continues to hold a warrant to purchase 40% of the common equity of
Denver Newspapers, Inc.
As more fully explained in Note 3 to its 1993 consolidated financial statements
(incorporated by reference in the Company's 1993 Annual Report on Form 10-K),
the Company's investment in GSN was reduced to zero in 1991 as a result of a GSN
loss in that year, and the Company has not recognized any equity in GSN's
operating results since then.
Item 7. Financial Statements and Exhibits
Exhibit 2.1 Letter Agreement dated March 16, 1994, by and among Media
General, Inc., Affiliated Newspapers Investment Company, and Garden State
Newspapers, Inc., incorporated by reference to Exhibit 2 of Form 10-K for the
fiscal year ended December 26, 1993.
Exhibit 2.2 Amendment dated May 3, 1994, to Letter Agreement dated March
16, 1994, by and among Media General, Inc., Affiliated Newspapers Investment
Company, and Garden State Newspapers, Inc., incorporated by reference to Exhibit
2 of Form 10-Q for the period ending March 27, 1994.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
MEDIA GENERAL, INC.
DATE: June 3, 1994 /s/ Marshall N. Morton
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Marshall N. Morton, Senior
Vice-President and Chief Financial
Officer
