<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 25, 1994
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 1994 Annual Report on Form 10-K as set forth
in the pages attached hereto:
Exhibits:
Amended index to exhibits to the Media General, Inc., 1994 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 31,
1994.
<PAGE> 3
Index to Exhibits
Exhibit
Number Description
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.
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.
2.3 Second Amended and Restated Stock and Warrant Purchase and
Shareholders' Agreement dated May 20, 1994, by and among Media General,
Inc., Affiliated Newspapers Investments, Inc., and Denver Newspapers,
Inc., incorporated by reference to Exhibit 2 of Form 8-K dated
September 28, 1994.
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, incorporated
by reference to Exhibit 3(ii) of Form 10-K for the fiscal year ended
December 26, 1993.
10.1 The 1976 Non-Qualified Stock Option Plan, incorporated by reference to
Exhibit 1.2 to Registration Statement 2-56905.
10.2 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.
10.3 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.
10.4 Form of Option granted under the 1976 Non-Qualified Stock Option Plan,
incorporated by reference to Exhibit 2.2 of Registration Statement 2-
56905.
10.5 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.
10.6 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.
10.7 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.
<PAGE> 4
10.8 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.
10.9 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.
11
10.10 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.
10.11 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.
10.12 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.
10.13 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.
10.14 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.
10.15 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.
10.16 1984 Outside Directors Retirement Agreement, incorporated by reference
to Exhibit 10.16 of Form 10-K for the fiscal year ended December 31,
1984.
10.17 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.
10.18 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.
10.19 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.
<PAGE> 5
10.20 Amended and Restated Redemption Agreement between Media General, Inc.,
and D. Tennant Bryan, dated April 7, 1994, incorporated by reference to
Exhibit 10.21 of Form 10-Q for the period ending March 27, 1994.
10.21 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.
10.22 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.
10.23 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.
10.24 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.
10.25 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.
12
10.26 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.
10.27 Media General, Inc., Supplemental Thrift Plan, amended and restated as
of November 17, 1994.
10.28 Media General, Inc., Executive Supplemental Retirement Plan, amended
and restated as of November 17, 1994.
10.29 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.
10.30 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.
10.31 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.
<PAGE> 6
10.32 Media General, Inc., Deferred Compensation Plan, amended and restated
as of November 17, 1994.
10.33 Media General, Inc., ERISA Excess Benefits Plan, amended and restated
as of November 17, 1994.
10.34 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.
10.35 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.
10.36 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.
10.37 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.
10.38 Television affiliation agreement, dated February 10, 1995, between
WFLA-TV and the NBC Television Network.
10.39 Amendments, dated May 17, 1993, to television affiliations agreement,
between WFLA-TV and National Broadcasting Company, Inc., dated March
22, 1989, incorporated by reference to Exhibit 10.47 of Form 10-K for
the fiscal year ended December 26, 1993.
10.40 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.
13
10.41 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.
10.42 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.
<PAGE> 7
10.43 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.
10.44 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.
10.45 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.
13 Media General, Inc., Annual Report to Stockholders for the fiscal year
ended December 25, 1994.
21 List of subsidiaries of the registrant.
23 Consent of Ernst & Young LLP, independent auditors.
27 Financial Data Schedule
99 Annual Report of the Thrift Plan Plus for Employees of Media General,
Inc., on Form 11-K for the year ended December 31, 1994.
Note: Exhibits 10.1-10.33 are management contracts or compensatory
plans, contracts or arrangements.
14
<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, 1995
<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 31, 1994
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 and Supplemental Schedules
Thrift Plan Plus
For Employees of Media General, Inc.
Year ended December 31, 1994,
the one day period ended December 31, 1993,
and year ended December 30, 1993,
with Report of Independent Auditors
<PAGE> 3
Thrift Plan Plus For Employees of Media General, Inc.
Financial Statements and Supplemental Schedules
Year ended December 31, 1994, the one day period ended
December 31, 1993, and year ended December 30, 1993
Table of Contents
Report of Independent Auditors 1
Financial Statements
Statements of Net Assets Available for Plan Benefits 2
Statements of Changes in Net Assets Available for Plan Benefits 5
Notes to Financial Statements 8
Supplemental Schedules
Schedule
--------
Schedule of Assets held for Investment Purposes,
December 31, 1994 A
Schedule of Reportable 5% Transactions for the year
ended December 31, 1994 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 31, 1994 and 1993, and December 30, 1993, and the related statements of
changes in net assets available for plan benefits for the year ended December
31, 1994, the one day period ended December 31, 1993, and the year ended
December 30, 1993. 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 the plan benefits of the
Plan at December 31, 1994 and 1993, and December 30, 1993, and the changes in
its net assets available for plan benefits for the year ended December 31, 1994,
the one day period ended December 31, 1993, and the year ended December 30,
1993, in conformity with generally accepted accounting principles.
Our audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The accompanying supplemental schedules
of assets held for investment purposes as of December 31, 1994, and reportable
5% transactions for the year ended, 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 Fund Information in the statements
of net assets available for plan benefits and the statements of changes in net
assets available for plan benefits is presented for purposes of additional
analysis rather than to present the net assets available for plan benefits and
changes in net assets available for plan benefits of each fund. The
supplemental schedules and Fund Information have been subjected to the auditing
procedures applied in our audits of the basic financial statements and, in our
opinion, are fairly stated in all material respects in relation to the basic
financial statements taken as a whole.
ERNST & YOUNG LLP
May 23, 1995
1
<PAGE> 5
<TABLE>
Thrift Plan Plus For Employees of Media General, Inc.
Statement of Net Assets Available For Plan Benefits, with Fund Information
December 31, 1994
<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, 2,874,696 shares at market of $28.375 per
share, cost $58,935,203 $ - $ - $81,569,499 $ - $ 81,569,499
Other investments, at market:
Common trust fund managed by Trustee:
Short-term investments, cost $3,023,585 817,813 1,189,842 782,969 232,961 3,023,585
Common trust fund managed by NationsBank Investment
Management Division, cost $5,904,408 - 6,356,001 - - 6,356,001
Guaranteed annuity contracts, cost $12,367,148 12,367,148 - - - 12,367,148
Loans to participants - - - 6,805,636 6,805,636
Dividends and interest receivable 4,193 18,619 5,734 38,516 67,062
Contributions receivable 171,494 158,085 795,137 - 1,124,716
Receivable (payable) resulting from participants'
fund transfers 107,164 38,500 231,284 (376,948) -
Other receivables - - - 197,138 197,138
---------------------------------------------------------------
13,467,812 7,761,047 83,384,623 6,897,303 111,510,785
Liabilities
Contribution Refunds Payable 21,716 33,413 91,899 - 147,028
---------------------------------------------------------------
Net assets available for plan benefits $13,446,096 $7,727,634 $83,292,724 $6,897,303 $111,363,757
===============================================================
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, with Fund Information
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>
3
<PAGE> 7
<TABLE>
Thrift Plan Plus For Employees of Media General, Inc.
Statement of Net Assets Available For Plan Benefits, with Fund Information
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>
4
<PAGE> 8
<TABLE>
Thrift Plan Plus For Employees of Media General, Inc.
Statement of Changes in Net Assets Available For Plan Benefits, with Fund Information
Year ended December 31, 1994
<CAPTION>
Money Market Media General
Fund Equity Fund Stock Fund Loan Fund Total
----------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Investment income:
Dividends $ - $ 121,828 $ 1,253,855 $ - $ 1,375,683
Interest 738,096 44,596 38,650 374,582 1,195,924
----------------------------------------------------------------
738,096 166,424 1,292,505 374,582 2,571,607
----------------------------------------------------------------
Net depreciation in fair value of assets - (239,767) (2,823,096) - (3,062,863)
Contributions:
Employers - - 3,707,675 - 3,707,675
Participants 1,646,162 1,630,553 4,119,086 - 7,395,801
----------------------------------------------------------------
Total 1,646,162 1,630,553 7,826,761 - 11,103,476
----------------------------------------------------------------
Adjustments for participants' fund transfers (301,506) 272,328 (1,933,987) 1,963,165 -
Distributions to withdrawing participants (3,024,532) (427,388) (6,210,605) (116,150) (9,778,675)
----------------------------------------------------------------
Net increase (decrease) in net assets available
for plan benefits (941,780) 1,402,150 (1,848,422) 2,221,597 833,545
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
----------------------------------------------------------------
Net assets available for plan benefits at
December 31, 1994 $13,446,096 $7,727,634 $83,292,724 $6,897,303 $111,363,757
================================================================
See accompanying notes.
</TABLE>
5
<PAGE> 9
<TABLE>
Thrift Plan Plus For Employees of Media General, Inc.
Statement of Changes in Net Assets Available For Plan Benefits, with Fund Information
One day period 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>
6
<PAGE> 10
<TABLE>
Thrift Plan Plus For Employees of Media General, Inc.
Statement of Changes in Net Assets Available For Plan Benefits, with Fund Information
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>
7
<PAGE> 11
Thrift Plan Plus For Employees of Media General, Inc.
Notes to Financial Statements
December 31, 1994
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 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
---------------------------
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 and preferred 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
8
<PAGE> 12
Thrift Plan Plus For Employees of Media General, Inc.
Notes to Financial Statements (continued)
1. Contributions (continued)
the Trustee to 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 account balance.
On any allocation date (the date that participants may change their Investment
Option selection), participants who have attained age 55 may elect to transfer
100% of the market value of their account to any of the Investment Options
provided for by the Plan. Also, 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; transfer 25% of their account from the Media
General Stock Fund to the Money Market and/or Equity Fund, or; transfer 25% of
their account from the Money Market and/or Equity Fund to the Media General
Stock Fund.
Prior to January 1, 1995, participants could change their Investment Option
selection as of the first day of any month with 15 days prior written notice and
were permitted to make no more than one transfer in any plan year. Effective
January 1, 1995, the allocation date changed to the first day of any quarter.
In addition, four transfers are permitted 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. Prior to January 1, 1995, NationsBank
Investment Management Division had investment responsibility for the Equity
Fund. Effective January 1, 1995, Frank Russell Trust Company was given
investment responsibility for the Equity Fund. Capitoline Investment Services,
Inc., has investment responsibility for 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> 13
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 Summary Plan Description.
The above descriptions are provided for informative purposes. Readers should
refer to the Summary Plan Description 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. Although the Plan has a favorable determination letter from the
IRS, the Plan has not yet received a response to the determination letter
request that covers the latest plan amendments. The Company, however, has
indicated that it believes the Plan, as amended, continues to qualify under the
Internal Revenue Code.
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 approximates market. 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> 14
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, 1994, consisted of the following:
Name and Title Cost Market Value
- ------------------------------------------------------------------------
Media General, Inc. Class A Common Stock $58,935,203 $81,569,499
5. Loans to Participants
The Plan has a loan feature 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 vested
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 calendar 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 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 year ended December
31, 1994, were approximately $390,000. Administrative expenses for the one day
period ended December 31, 1993, were $0, while administrative expenses for the
year ended December 30, 1993 were approximately $320,000.
11
<PAGE> 15
Thrift Plan Plus For Employees of Media General, Inc.
Notes to Financial Statements (continued)
7. 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 $1,572,684 as of
December 31, 1994, $3,221,933 as of December 31, 1993, and December 30, 1993.
8. Plan Year-End Change
The Plan changed its year-end date from December 30 to December 31, effective
December 31, 1993.
12
<PAGE> 16
Supplemental Schedules
<PAGE> 17
<TABLE>
Schedule A
Thrift Plan Plus For Employees of Media General, Inc.
Item 27a
Schedule of Assets Held for Investment Purposes
December 31, 1994
<CAPTION>
Name and Title Cost Market Value
<S> <C> <C>
Money Market Fund:
Northern Trust Company Short-Term
Investment Fund $ 817,813 $ 817,813
==========================
Annuity contracts:
Commonwealth Life Guaranteed Annuity
Contract, 7.54%, August 31, 1995 $ 1,495,671 $ 1,495,671
Hartford Life Guaranteed Annuity
Contract, 6.19%, September 18, 1995 1,017,366 1,017,366
Hartford Life Guaranteed Annuity
Contract, 6.44%, March 20, 1995 1,527,102 1,527,102
John Hancock Guaranteed Annuity
Contract, 6.10%, June 30, 1997 1,044,605 1,044,605
Life of Virginia Guaranteed Annuity
Contract, 7.48%, Open Maturity 1,636,252 1,636,252
Metropolitan Life Guaranteed Annuity
Contract, 5.50%, March 31, 1997 1,042,923 1,042,923
Metropolitan Life Guaranteed Annuity
Contract, 5.24%, January 22, 1996 1,117,978 1,117,978
New York Life Guaranteed Annuity
Contract, 6.52%, May 20, 1996 1,416,131 1,416,131
Protective Life Guaranteed Annuity
Contract, 4.67%, September 30, 1996 1,011,697 1,011,697
Provident Life & Accident Co.,
4.50%, December 16, 1996 1,057,423 1,057,423
--------------------------
$12,367,148 $12,367,148
==========================
</TABLE>
<PAGE> 18
<TABLE>
Schedule A
Thrift Plan Plus For Employees of Media General, Inc.
Item 27a
Schedule of Assets Held for Investment Purposes (continued)
December 31, 1994
<CAPTION>
Name and Title Cost Market Value
- ------------------------------------------------------------------------
<S> <C> <C>
Equity Fund:
Northern Trust Company Short-Term
Investment Fund $ 1,189,842 $ 1,189,842
==========================
NationsBank Investment Management Division Fund:
Adaptec, Inc. $ 78,478 $ 132,300
ADR British Petroleum PLC 126,789 175,725
ADR Telefonos De Mexico S.A. CV SerL
Sponsored Repstg SH ORD L 58,717 49,200
ADT Ltd. 146,692 135,450
Airtouch Communications, Inc. 71,452 104,850
Aluminum Co. of America 133,507 147,262
American General Corp. 142,351 144,075
American Stores Co. 94,686 99,437
Analog Devices, Inc. 92,813 115,912
Andrew Corp. 84,070 120,175
Applied Materials, Inc. 103,244 92,950
Bellsouth Corp. 130,469 119,075
Browning-Ferris Industries, Inc. 141,461 130,525
Brunswick Corp. 161,965 149,112
Burlington Northern, Inc. 72,858 57,750
Capital Cities, ABC, Inc. 148,291 170,500
Caterpillar, Inc. 80,819 88,200
Chrysler Corp. 74,532 68,600
Coastal Corp. 64,523 54,075
Du Pont, E.I. De Nemours & Co. 121,248 117,863
Eastman Chemical Co. 129,986 136,350
Eastman Kodak Co. 132,701 128,925
First American Corp. 144,762 129,000
First Interstate Bancorp. 100,216 108,200
Fluor Corp. 139,367 125,063
Ford Motor Co. 76,747 69,688
General Electric Co. 158,481 188,700
Healthtrust, Inc. The Hospital Co. 129,906 184,150
</TABLE>
<PAGE> 19
<TABLE>
Schedule A
Thrift Plan Plus For Employees of Media General, Inc.
Item 27a
Schedule of Assets Held for Investment Purposes (continued)
December 31, 1994
<CAPTION>
Name and Title Cost Market Value
- ------------------------------------------------------------------------
<S> <C> <C>
NationsBank Investment Management Division Fund (continued):
Hewlett-Packard Co. $ 70,904 $ 99,875
Home Depot, Inc. 134,114 165,646
IBP 140,721 124,025
Ingersoll-Rand Co. 120,049 113,400
Mallinckrodt Group, Inc. 146,240 128,463
Maytag Corp. 157,915 130,500
McDonald's Corp. 78,845 108,225
Mobil Corp. 136,917 160,075
Omnicom Group, Inc. 131,853 134,550
Premark International, Inc. 131,088 201,375
Proctor & Gamble Co. 165,109 179,800
Royce Value Trust, Inc. 0 154
Safeway, Inc. 78,497 98,812
Scott Paper Co. 140,152 152,075
Silicon Graphics, Inc. 91,395 127,740
Sprint Corp. 146,392 116,025
Sun Trust Banks, Inc. 62,117 66,850
Telephone and Data Systems, Inc. 69,424 78,413
Textron, Inc. 97,844 115,863
Trinity Industries, Inc. 83,883 66,150
U.S. Bioscience, Inc. 38 14
Walt Disney Company 79,480 92,000
Wellman, Inc. 135,779 136,498
Williams Company, Inc. 139,396 115,575
Xerox Corp. 118,311 118,800
3 Com Corp. 53,051 134,061
-------------------------
$5,850,645 $6,308,076
=========================
Burlington Northern Inc., Serial A
Convertible Preferred Stock $ 53,763 $ 47,925
=========================
Total NationsBank Investment Management
Division Fund $5,904,408 $6,356,001
=========================
</TABLE>
<PAGE> 20
<TABLE>
Schedule A
Thrift Plan Plus For Employees of Media General, Inc.
Item 27a
Schedule of Assets Held for Investment Purposes (continued)
December 31, 1994
<CAPTION>
Name and Title Cost Market Value
- ------------------------------------------------------------------------
<S> <C> <C>
Media General Stock Fund:
Northern Trust Company Short-Term
Investment Fund $ 782,969 $ 782,969
==========================
Media General, Inc., Class A Common Stock $58,935,203 $81,569,499
==========================
Loan Fund:
Northern Trust Company Short-Term
Investment Fund $ 232,961 $ 232,961
==========================
Loans to participants $ 6,805,636 $ 6,805,636
==========================
</TABLE>
<PAGE> 21
<TABLE>
Schedule B
Thrift Plan Plus For Employees of Media General, Inc.
Item 27d
Schedule of Reportable 5% Transactions
Year ended December 31, 1994
<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:
COLTV Short-Term Investment Fund
22,770,259 increases on 186 days 22,770,259 22,770,259
22,119,629 decreases on 253 days 22,119,629 22,119,629 -
----------------------------
44,889,888 -
============================
COLTV Short-Term Investment Fund
3,115,811 increases on 53 days 3,115,811 3,115,811
2,896,932 decreases on 17 days 2,896,932 2,896,932 -
----------------------------
6,012,743 -
============================
Media General Participant Loan Asset
4,623,862 CV bought in 62 transactions 4,623,862 4,623,862 -
2,049,166 CV sold in 107 transactions 2,049,166 2,049,166 -
----------------------------
6,673,028 -
============================
</TABLE>
<PAGE> 22
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, 1995
<PAGE> 23
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 LLP,
independent auditors, dated
June 26, 1995
<PAGE> 24
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 report dated May 23, 1995, 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 year ended December 31,
1994.
ERNST & YOUNG LLP
Richmond, Virginia
June 26, 1995
