MEDIA GENERAL INC
10-Q, 1996-11-08
NEWSPAPERS: PUBLISHING OR PUBLISHING & PRINTING
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                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   Form 10-Q

[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934

For the quarterly period ended September 29, 1996

                                       OR

[ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
     EXCHANGE ACT OF 1934

For the transition period from _________ to _________

Commission file number 1-6383

                              MEDIA GENERAL, INC.
             (Exact name of registrant as specified in its charter)

           Virginia                                       54-0850433
(State or other jurisdiction of                        (I.R.S. Employer
 incorporation or organization)                        Identification No.)




333 E. Grace St., Richmond, VA                              23219
(Address of principal executive offices)                 (Zip Code)




                                 (804) 649-6000
              (Registrant's telephone number, including area code)

                                      N/A
              (Former name, former address and former fiscal year,
                         if changed since last report.)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

                                  Yes X     No

Indicate the number of shares outstanding of each of the issuer's classes of
common stock as of October 31, 1996.

                       Class A Common shares: 25,937,166
                         Class B Common shares: 556,574


<PAGE>



                         PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

                               MEDIA GENERAL, INC.
                      CONSOLIDATED CONDENSED BALANCE SHEETS
                                   (Unaudited)
                              (000's except shares)
                                                      September 29, December 31,
                                                          1996           1995
                                                       ----------     ----------
ASSETS

Current assets:
    Cash and cash equivalents                          $    4,460     $    3,367
    Accounts receivable - net                              75,219         76,532
    Inventories                                            19,570         20,380
    Other                                                  25,652         25,812
                                                       ----------     ----------
         Total current assets                             124,901        126,091
                                                       ----------     ----------

Investments in unconsolidated affiliates                  109,565        102,284

Other assets                                               42,495         42,718

Property, plant and equipment - net                       474,918        498,132

Excess of cost of businesses acquired over
  equity in net assets - net                              276,671        247,518
                                                       ----------     ----------
                                                       $1,028,550     $1,016,743
                                                       ==========     ==========


                             See accompanying notes.


                                       1
<PAGE>


                               MEDIA GENERAL, INC.
                      CONSOLIDATED CONDENSED BALANCE SHEETS
                                   (Unaudited)
                              (000's except shares)
<TABLE>
<CAPTION>
                                                                          September 29, December 31,
                                                                              1996         1995
                                                                            ---------    ---------
LIABILITIES AND STOCKHOLDERS' EQUITY
<S> <C>
Current liabilities:
    Accounts payable                                                        $  21,798    $  25,324
    Accrued expenses and other liabilities                                     82,276       72,764
    Income taxes payable                                                        3,651        5,065
                                                                            ---------    ---------
         Total current liabilities                                            107,725      103,153
                                                                            ---------    ---------
Long-term debt                                                                298,000      326,750

Deferred income taxes                                                         100,241      102,884

Other liabilities and deferred credits                                        105,112      106,845

Stockholders' equity:
    Preferred stock ($5 cumulative convertible), par value $5 per share:
      Authorized 5,000,000 shares; none outstanding
    Common stock, par value $5 per share:
      Class A, authorized 75,000,000 shares; issued
        25,930,359 and 25,905,237 shares                                      129,652      129,526
      Class B, authorized 600,000 shares;
        issued 556,574 shares                                                   2,783        2,783
    Additional paid-in capital                                                 10,975       10,068
    Unearned compensation                                                      (1,567)      (2,573)
    Retained earnings                                                         275,629      237,307
                                                                            ---------    ---------
         Total stockholders' equity                                           417,472      377,111
                                                                            ---------    ---------
                                                                          $ 1,028,550  $ 1,016,743
                                                                          ===========  ===========
</TABLE>


                             See accompanying notes


                                       2
<PAGE>


                               MEDIA GENERAL, INC.
                 CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
                                   (Unaudited)
                        (000's except for per share data)
<TABLE>
<CAPTION>

                                                      Third Quarter Ended        Nine Months Ended
                                                     ----------------------    ----------------------
                                                     Sept. 29,    Sept. 24,    Sept. 29,    Sept. 24,
                                                        1996        1995          1996         1995
                                                     ---------    ---------    ---------    ---------
<S> <C>
Revenues                                             $ 188,003    $ 168,458    $ 565,435    $ 507,091
                                                     ---------    ---------    ---------    ---------
Operating costs:
    Production costs                                   102,032       97,815      306,154      283,479
    Selling, distribution and administrative            46,601       44,604      137,346      131,569
    Depreciation and amortization                       16,171       14,564       49,168       44,356
                                                     ---------    ---------    ---------    ---------
          Total operating costs                        164,804      156,983      492,668      459,404
                                                     ---------    ---------    ---------    ---------
Operating income                                        23,199       11,475       72,767       47,687
                                                     ---------    ---------    ---------    ---------
Other income (expense):
    Interest expense                                    (5,264)      (3,030)     (16,340)     (10,213)
    Investment  income -unconsolidated affiliates:
          Southeast Paper Manufacturing Co.              3,452        3,868       18,277        6,163
          Denver Newspapers, Inc.:
            Equity in net income                           232          120          872        1,203
            Preferred stock income                       1,244        1,088        3,732        3,265
    Other, net (note 4)                                  1,610          448        1,459        5,100
                                                     ---------    ---------    ---------    ---------
          Total other income                             1,274        2,494        8,000        5,518
                                                     ---------    ---------    ---------    ---------
Income before income taxes                              24,473       13,969       80,767       53,205
                                                     ---------    ---------    ---------    ---------
Income taxes                                             8,850        5,121       29,208       18,493
                                                     ---------    ---------    ---------    ---------
Net income                                           $  15,623    $   8,848    $  51,559    $  34,712
                                                     =========    =========    =========    =========
Earnings per common share and equivalent             $    0.59    $    0.33    $    1.94    $    1.31
                                                     =========    =========    =========    =========
Dividends paid per common share                      $    0.13    $    0.12    $    0.37    $    0.36
                                                     =========    =========    =========    =========
Weighted average common shares
    and equivalents                                     26,564       26,529       26,577       26,478


                             See accompanying notes.

                                       3
<PAGE>
                               MEDIA GENERAL, INC.
                        CONSOLIDATED CONDENSED STATEMENTS
                                  OF CASH FLOWS
                                   (Unaudited)
                                     (000's)

</TABLE>
<TABLE>
<CAPTION>
 
                                                                Nine Months Ended
                                                        -----------------------------------
                                                        September 29,         September 24,
                                                            1996                   1995
                                                          --------               --------
Cash flows from operating activities:
<S> <C>
    Net income                                            $ 51,559               $ 34,712

    Adjustments to reconcile net income:
         Depreciation and amortization                      49,168                 44,356
         Deferred income taxes                              (1,754)                 3,038
         Investment income --
           unconsolidated affiliates                       (22,881)               (10,631)
         Distributions from unconsolidated
           newsprint affiliate                              15,600
         Change in assets and liabilities                     (278)                 2,677
                                                          --------               --------
Net cash provided by operating activities                   91,414                 74,152
                                                          --------               --------
Cash flows from investing activities:
    Capital expenditures                                   (18,786)               (21,064)
    Purchase of businesses                                 (39,944)                  --
    Other, net                                               6,766                  5,196
                                                          --------               --------
Net cash used by investing activities                      (51,964)               (15,868)
                                                          --------               --------
Cash flows from financing activities:
    Net decrease in long-term debt                         (28,750)               (43,750)
    Dividends paid                                          (9,793)                (9,520)
    Other, net                                                 186                  1,155
                                                          --------               --------
Net cash used by financing activities                      (38,357)               (52,115)
                                                          --------               --------
Net increase in cash and cash equivalents                    1,093                  6,169
Cash and cash equivalents at beginning of year               3,367                 11,663
                                                          --------               --------
Cash and cash equivalents at end of period                $  4,460               $ 17,832
                                                          ========               ========
Supplemental disclosures of cash flow information:

Cash paid during the period for:
    Interest (net of amount capitalized)                  $ 16,825               $ 10,958
    Income taxes (net of refunds)                           32,018                 15,478


                             See accompanying notes.

                                       4
<PAGE>


                              MEDIA GENERAL, INC.
              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                  (Unaudited)

         1.  The  accompanying   unaudited   consolidated   condensed  financial
statements have been prepared in accordance with generally  accepted  accounting
principles  for  interim  financial  reporting,  and with  applicable  quarterly
reporting  regulations of the Securities  and Exchange  Commission.  They do not
include all of the  information  and  footnotes  required by generally  accepted
accounting principles for complete financial statements and, accordingly, should
be read in conjunction  with the consolidated  financial  statements and related
footnotes  included  in the  Company's  Annual  Report on Form 10-K for the year
ended December 31, 1995.

            In the opinion of management,  all adjustments (consisting of normal
recurring  adjustments)  considered necessary for a fair presentation of interim
financial information have been included.

         2. Inventories are principally raw materials.

         3. At September 29, 1996, 1,085,142 shares of Class A common stock were
reserved for issuance upon exercise of unqualified stock options granted.

         4. Other, net for the nine months ended September 24, 1995,  includes a
$3.6 million gain ($2.5 million after-tax; $0.09 per share) from the sale of the
Company's interest in a Mexican newsprint operation.

         5.  Pursuant to the  provisions  of the Cable  Television  Consumer and
Competition  Act of 1992 (1992 Cable Act),  the rates charged to  subscribers by
the Company's  Fairfax Cable  subsidiary are subject to regulation and review by
local franchising  authorities and the Federal Communications  Commission (FCC).
The FCC is currently reviewing certain of the rates charged to subscribers.  The
Company believes that it has complied with all provisions of the 1992 Cable Act,
including its rate setting  provisions.  However,  since the Company's rates for
regulated services are subject to review, the Company may be subject to a refund
liability if its rates are successfully challenged.


                                       5

<PAGE>
Item 2.     Management's Discussion and Analysis of Financial Condition
            and Results of Operations

OVERVIEW

Media General, Inc., is an independent,  publicly owned communications  company,
situated  primarily  in the  Southeast,  with  interests  in  daily  and  weekly
newspapers,   broadcast   television,   cable  television,   recycled  newsprint
production  and  diversified   information   services.   The  Company  also  has
investments in newspaper publishing and newsprint manufacturing operations,  the
operating results of which are recognized under the equity method of accounting.

The Company's  businesses are somewhat seasonal;  the second and fourth quarters
are typically stronger than the first and third quarters.

The Company's fiscal year ends on the last Sunday in December.

</TABLE>
<TABLE>
                                      Media General, Inc.
                                  Business Segment Information
                                          (Unaudited)
<CAPTION>
                                         Quarters Ended                   Nine Months Ended
                                  ---------------------------        --------------------------
                                  Sept. 29,         Sept. 24,        Sept. 29,        Sept. 24,
                                     1996             1995              1996             1995
                                  ---------         ---------        ---------        ---------
<S> <C>
Revenues:
    Publishing                    $  98,569         $  83,006        $ 297,336        $ 257,177
    Broadcast Television             22,012            15,410           59,292           49,937
    Cable Television                 36,935            33,104          108,287           98,417
    Newsprint                        30,487            36,938          100,520          101,560
                                  ---------         ---------        ---------        ---------
         Total revenues           $ 188,003         $ 168,458        $ 565,435        $ 507,091
                                  =========         =========        =========        =========

Operating income:
    Publishing                    $  10,992         $   1,709        $  29,124        $  15,484
    Broadcast Television              5,970             4,821           17,832           18,290
    Cable Television                  6,699             3,113           17,335            7,425
    Newsprint                          (462)            1,832            8,476            6,488
                                  ---------         ---------        ---------        ---------
         Total operating income   $  23,199         $  11,475        $  72,767        $  47,687
                                  =========         =========        =========        =========

            Note:       Effective in 1996, the Company's newspaper and auxiliary operations,
                        which were previously reported as separate segments, are now combined
                        and reported as the publishing segment.
</TABLE>
<PAGE>

The following  comparisons of operating results focus much of their attention on
the  comparative  performance of the Company,  excluding the results of Virginia
Newspapers,  Inc. (VNI), acquired in October 1995,  Professional  Communications
Services  (PCS),  acquired  in  May  1996,  and  the  Danville  Register  &  Bee
(Danville), acquired in August 1996.

REVENUES

Consolidated  revenues increased $19.5 million (11.6%) and $58.3 million (11.5%)
in the third  quarter and first nine months of 1996,  respectively,  compared to
the same periods of 1995. Excluding VNI, PCS and Danville, consolidated revenues
increased $3.8 million  (2.3%) and $21.1 million  (4.2%) in the current  quarter
and  year-to-date  periods ended  September 29, 1996,  from the comparable  1995
periods.

Publishing  revenues for the quarter and nine-month  periods ended September 29,
1996,  rose  18.7%  and  15.6%  (4.7%  and  3.3%  excluding  VNI and  Danville),
respectively,  from the comparable 1995 periods. The revenue increases exclusive
of VNI and Danville were primarily  attributable  to the Company's  metropolitan
daily newspaper group, where advertising  revenues rose as a result of increased
linage (up 4.7% and 1.6%) and advertising rates (up an average of 1.1% and 1.2%)
in the quarter and first nine months ended September 29, 1996. The third quarter
advertising   revenue   increase  was  principally   attributable  to  a  strong
performance  in  classified  (largely in  employment),  as well as  increases in
general  and  retail.  In the year to date,  a decline  in retail  was more than
offset  by  increases  in  classified  and,  to  a  lesser  degree,  in  general
advertising revenues. Also, circulation revenues rose 3.9% and 5.4% in the third
quarter and nine months of 1996 from the  comparable  periods of 1995.  The rise
was principally the result of increases in circulation rates, approximating 5.9%
and  7.7% in the  third  quarter  and  year to  date,  which  more  than  offset
circulation volume declines of 1.9% and 2.1% in the third quarter and first nine
months of 1996.

Broadcast  Television  revenues  increased $6.6 million (42.8%) and $9.4 million
(18.7%)(16.5% and 7.3% excluding PCS) in the third quarter and first nine months
of 1996,  from the  comparable  periods of 1995.  The revenue growth in both the
quarter and year-to-date, excluding PCS, was principally the result of increases
in  national  and local  spot  sales  (led by the  automotive  category)  and in
political advertising at the Company's flagship station, WFLA-TV in Tampa, which
more  than  offset  decreased  revenues  at the  Company's  WJKS-TV  station  in
Jacksonville,  largely attributable to advertiser reluctance in the face of that
station's impending loss of its ABC network affiliation.

Cable  Television  revenues rose $3.8 million  (11.6%) and $9.9 million (10%) in
the third  quarter  and first  nine  months  of 1996  from the  comparable  1995
periods.  The increases were principally  attributable to the Company's  Fairfax
County,  Virginia,  cable system (Fairfax Cable),  where revenues grew 12.5% and
11.4% in the quarterly and  year-to-date  periods ended September 29, 1996, from
the prior year's comparable  periods.  The revenue growth was largely the result
of a 3% increase in the number of Fairfax Cable  subscribers from a year ago (to
225,288 at September 29, 1996), together with average rate increases of 8.8% and
4.8% in the third  quarter  and  year-to-date  periods,  respectively,  on basic
subscriber service and higher rates in the current quarter and first nine months
of 1996 on expanded cable programming  services of approximately  11.6% and 8.3%
above the comparable prior year periods.

                                       6
<PAGE>
Newsprint  segment revenues declined $6.5 million (17.5%) and $1 million (1%) in
the third  quarter  and first nine  months of 1996  compared  to the  equivalent
year-ago  periods.  The revenue decline was attributable to the Company's Garden
State Paper (Garden State)  newsprint  mill. The third quarter  revenue  decline
resulted from a 7.8%  decrease in tons sold, as well as a 10.7%  decrease in the
average realized selling price. In the year to date, despite a 12.4% increase in
the average  realized  selling price,  revenues  declined as a result of a 10.3%
decrease  in tons sold as well as a  reduction  in outside  sales of waste paper
(principally  corrugated).  Garden State's revenue results reflect the declining
selling prices and weak demand  experienced by the newsprint  industry since the
second  quarter of 1996.  Some  further  erosion in average  realized  newsprint
selling prices is expected in the fourth quarter of 1996.

OPERATING COSTS

Production  costs  increased  $4.2 million  (4.3%) and $22.7 million (8%) in the
third  quarter and first nine months of 1996  compared  to the  equivalent  1995
periods.  Excluding  VNI,  PCS and  Danville,  third  quarter  production  costs
decreased $3.1 million  (3.2%),  while  year-to-date  costs rose by $6.8 million
(2.4%)  compared to the  equivalent  year-ago  periods.  The $3.1 million  third
quarter  decrease was due primarily to a $5.7 million (48%) decrease in the cost
of waste news consumed by the Company's  Garden State Paper  newsprint mill, the
result of the lower  average cost per ton of recovered  newspapers  (ONP).  This
decrease  more than  offset the  effects of a $2.2  million  (29%)  increase  in
programming costs at the Company's broadcast and cable television operations due
to the  addition  of new  programs  in the fall of 1995 at WFLA-TV and to higher
programming rates and the increased subscriber base at Fairfax Cable, along with
an $.8  million  (14%)  increase  in energy  costs,  primarily  attributable  to
increased fuel prices and consumption at the Company's newsprint operations. The
cost of newsprint  consumed by the Company's  metropolitan  newspapers  remained
relatively  flat  compared  with the third  quarter  of 1995.  The $6.8  million
year-to-date  increase  in  production  costs  reflects  the  effects of: a $7.8
million  (17%)  increase  in the cost of  newsprint  consumed  by the  Company's
metropolitan  newspaper  group;  a $6.4 million (27%)  increase in broadcast and
cable  television  programming  costs;  and a $3.4 million  (19%) rise in energy
costs at the Company's  newsprint  operations  due to increased  fuel prices and
consumption. Together, these year-to-date increases more than offset the effects
of a $7.3  million  (28%)  decline (due to price) in the cost of ONP consumed in
newsprint  manufacturing,  and  a  $1.3  million  (1.4%)  decrease  in  employee
compensation and benefit costs, the result of ongoing reengineering programs.

Selling,  distribution and administrative  costs increased $2 million (4.5%) and
$5.8 million  (4.4%) in the third quarter and first nine months of 1996 from the
same periods of 1995. Excluding VNI, PCS and Danville, selling, distribution and
administrative  costs decreased $.9 million (2.1%) and $1.1 million (.8%) in the
third  quarter  and  first  nine  months of 1996  from the  comparable  year-ago
periods, reflecting the decline in employee compensation and benefits expense of
$.8 million (3.3%) and $1.6 million (2.2%) from those  year-ago  periods.  These
declines  more  than  offset  increases  in  other  selling,   distribution  and
administrative expenses.

Depreciation and  amortization  expense rose $1.6 million (11%) and $4.8 million
(10.9%) in the quarter and  year-to-date  periods ended September 29, 1996, from
the comparable  year-ago periods.  The rise was attributable to the depreciation
and amortization of increased  goodwill and identified  intangibles  relating to
the VNI, PCS and Danville acquisitions.

                                       7

<PAGE>

OTHER INCOME (EXPENSE)

Interest  expense  rose  $2.2  million  and  $6.1  million  in the  quarter  and
year-to-date  periods ended September 29, 1996,  from the comparable  prior-year
periods.  The rise was due primarily to the increase in average debt outstanding
which, as a result of the VNI and Danville  acquisitions,  rose $157 million and
$143  million in the quarter and nine  months  ended  September  29,  1996.  The
increase in average debt  outstanding more than offset the effect of a reduction
in the Company's  average  borrowing rate to 7% in the first nine months of 1996
from 8.3% in the comparable year-ago period.

The  Company's  share of the profits of its Southeast  Paper  (SEPCO)  newsprint
affiliate  decreased  to $3.5  million  in the third  quarter  of 1996 from $3.9
million in the same period of 1995. However, 1996 year-to-date profits increased
to $18.3  million from $6.2 million in the first nine months of 1995.  The third
quarter  decrease was directly  attributable to lower newsprint  average selling
prices  which  dropped 9.8%  compared to the same period in 1995,  the effect of
which more than offset decreased ONP costs.  SEPCO's  year-to-date  increase was
aided by improved  year-over-year  average  newsprint  selling prices which rose
12.7%,  as well as by lower ONP costs.  Similar to the recent  experience at the
Company's  wholly  owned  Garden  State Paper  mill,  SEPCO's  average  realized
newsprint  selling  price  peaked in the first  quarter  of 1996,  and has since
declined as  customers  continue to implement  conservation  measures and reduce
inventory levels.

Equity income earned from the Company's Denver Newspapers, Inc. (DNI), affiliate
increased $.1 million in the third quarter but declined $.3 million in the first
nine months of 1996, compared to the equivalent year-ago periods. DNI's improved
third quarter operating results were aided by strong advertising  revenue growth
which more than offset the effect of increased newsprint costs.  Conversely,  in
the year to date, DNI's operating  income declined  slightly from the comparable
1995 period as a result of increased  costs  (principally  newsprint)  that more
than offset the strong growth in revenues.

Other,  net,  increased  $1.2  million  in the  third  quarter  of 1996 from the
year-ago  period,  reflecting  increased gains on the sale of fixed assets which
more than  offset the  absence in the  current  quarter  of  interest  earned on
short-term  investments  held by the  Company  prior  to the  October  1995  VNI
acquisition.  The $3.6 million  decline in the current year to date is primarily
the result of the absence of 1995's $3.6 million  pretax gain on the sale of the
Company's  interest in a Mexican  newsprint  affiliate  which,  together  with a
decline of interest earned on the previously  mentioned  investments,  more than
offset the increased gains on the sale of fixed assets during the period.

NET INCOME

Net income  for the third  quarter  and first nine  months of 1996 rose to $15.6
million and $51.6 million, respectively,  from $8.8 million and $34.7 million in
the comparable  periods of 1995.  Excluding the impact in the first half of 1995
of the $2.5  million  ($0.09  per  share)  after-tax  gain  from the sale of the
previously  mentioned interest in a Mexican newsprint  affiliate,  net income in
the third quarter and first nine months of 1996  increased 77% and 60% above the
comparable 1995 periods.

                                       8

<PAGE>
The following  discussion  focuses on the pretax operating income of each of the
Company's principal business segments, and on income taxes.

Publishing  segment operating income increased $9.3 million and $13.6 million in
the  third  quarter  and  first  nine  months  of 1996,  respectively,  from the
comparable 1995 periods.  The third quarter increase was largely attributable to
the addition of VNI  (acquired in October  1995) and to improved  results at the
Company's  Tampa,  Richmond  and  Winston-Salem  newspapers.  The $13.6  million
nine-month  increase was mainly  attributable to the addition of VNI, as well as
improved Winston-Salem and Tampa results.

While Broadcast Television segment operating income increased $1.1 million (24%)
in the  third  quarter  of 1996 as  compared  to the  year-earlier  period,  the
year-to-date  period resulted in a drop of $.5 million (2.5%) as compared to the
nine  months  ended   September  24,  1995.  The  third  quarter   increase  was
attributable to strong revenue growth at the Company's WFLA-TV station in Tampa,
which more than offset increased  programming costs (up  approximately  70%). In
the year-to-date,  WFLA's higher revenues were hindered by increased programming
costs (up approximately 88% from the year-ago period).  The decline in operating
income in the first nine months of 1996 resulted from poor operating  results at
the Company's  Jacksonville and Charleston television stations,  which more than
offset an increase in operating income at WFLA.

Cable Television segment profits rose $3.6 million and $9.9 million in the third
quarter and first nine months of 1996 from the comparable  year-earlier periods.
The increases reflect revenue growth at Fairfax Cable, up 12.5% and 11.4% in the
third  quarter  and  first  nine  months  of 1996 as a result  of both  rate and
subscriber count increases,  and reduced compensation and employee benefit costs
(attributable to a reengineering program).

While newsprint  segment  operating  income  decreased $2.3 million in the third
quarter of 1996 as compared to the year-earlier  period, the year-to-date period
resulted in a $2 million  increase  from the  comparable  1995 period.  The $2.3
million third quarter  decrease  resulted from lower average  newsprint  selling
prices realized and a reduction in tons sold (down 10.7% and 7.8%, respectively,
from prior year levels),  which more than offset a decrease in the cost of waste
news consumed.  The 1996 year-to-date  increase reflects the significant decline
in the cost of ONP consumed (down 28% from the prior-year  period), as well as a
12.4% increase in the average realized newsprint selling price. Together,  these
more than  offset the  effects of a 10.3% drop in tons sold from the  equivalent
year-earlier period.

Income taxes rose $3.7 million and $10.7  million in the third quarter and first
nine months of 1996 from the  comparable  1995 periods.  Excluding  income taxes
related to the gain on the Company's  first quarter 1995 sale of its interest in
a Mexican newsprint operation,  income tax expense rose $11.8 million (68%) from
the  comparable  1995  year-to-date  period.  The  Company's  effective tax rate
(excluding taxes on the gain) was approximately  36.2% in both the third quarter
and first nine months of 1996,  compared to approximately 36.7% and 34.3% in the
third quarter and first nine months of the year-earlier periods.


                                       10

<PAGE>

LIQUIDITY AND CAPITAL RESOURCES

Funds  generated  by operating  activities  during the first nine months of 1996
totaled $91.4 million,  up $17.3 million from the comparable period of 1995. The
increase was due principally to $15.6 million of  distributions  from SEPCO, the
Company's  newsprint  affiliate,  and to a  reduction  in funds  applied  toward
working capital needs.

During the first nine  months of 1996,  the  primary use of cash was $40 million
for  acquisitions,  $18.8 million for capital  expenditures and $9.8 million for
the payment of dividends to  stockholders.  In addition,  $28.8 million of funds
generated  in excess of current  needs during the first nine months of 1996 were
used to reduce debt.

Total long-term debt at September 29, 1996, was $298 million, down $28.8 million
from December 31, 1995,  but up $169.3 million from the year-ago level of $128.8
million at September 24, 1995 (the result of the VNI and Danville acquisitions).
On July  31,  1996,  the  Company  refinanced  $43.75  million  of  9.27%  notes
outstanding,  together with  accumulated  interest,  with  borrowings  under its
revolving credit facility.  The Company currently is in the process of replacing
its existing  revolving  credit  facility with a seven-year  $1.2 billion credit
facility  which will be used to finance the  previously  announced  $710 million
acquisition of Park Acquisitions, Inc., parent of Park Communications, Inc., and
to refinance the current  revolving  credit  facility.  Also, the Company has an
arrangement with an insurance  company which makes available to the Company,  on
an uncommitted  basis, the opportunity to borrow up to $150 million under senior
notes at prevailing  interest  rates.  The Company  anticipates  that internally
generated  funds  provided  by  operations  during  1996,  together  with  funds
available under the new credit  facility,  will be more than adequate to finance
acquisitions,  projected capital  expenditures,  dividends to stockholders,  and
working capital needs.

ACQUISITIONS

The announced $710 million  acquisition of Park  Acquisitions,  Inc.,  parent of
Park  Communications,  Inc.,  is proceeding as  scheduled.  The  acquisition  is
anticipated  to close in the fourth  quarter,  subject to regulatory  approvals.
This  acquisition  will enhance the  Company's  current  television  station and
newspaper  holdings  by  adding  ten  network  affiliated  broadcast  television
stations, 28 daily community newspapers and 82 weekly newspapers.

This  acquisition,  combined  with those over the last year,  represents a major
step  forward  in the  Company's  mission  to be a  leading  provider  of  news,
information and entertainment in the Southeast.


                                       11

<PAGE>

OUTLOOK

Prospects for the balance of 1996 remain  positive for Media  General.  Improved
year-over-year  profitability  in the  Company's  publishing  operations  should
continue,  as should  that of its cable  television  operations.  The  Company's
broadcast  television  results  during the latter part of the year should remain
strong at WFLA in Tampa and be enhanced by WCBD's affiliation switch from ABC to
NBC;  however,  the  loss of  WJKS's  ABC  network  affiliation  will not have a
positive  short-term  effect. The Company's  newsprint  operations are likely to
experience  further declines in newsprint  selling prices and operating  results
during the remainder of the year as customers continue to implement conservation
measures and reduce inventories.


                                       12
<PAGE>




                           PART II. OTHER INFORMATION

Item 6.     Exhibits and Reports on Form 8-K

(a)         Exhibits

            Exhibit 27  Financial Data Schedule

(b)         Reports on Form 8-K

            None




                                       13
<PAGE>



                                   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 thereunto duly authorized.

            MEDIA GENERAL, INC.



DATE:       November 7, 1996        /s/ J. Stewart Bryan III
                                    --------------------------------------
                                    J. Stewart Bryan III, Chairman, President 
                                    and Chief Executive Officer



DATE:       November 7, 1996        /s/ Marshall N. Morton
                                    --------------------------------------
                                    Marshall N. Morton,
                                    Senior Vice-President and Chief Financial 
                                    Officer









                                       14

<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
THIS  SCHEDULE  CONTAINS  SUMMARY  FINANCIAL  INFORMATION  EXTRACTED  FROM MEDIA
GENERAL, INC.'S CONSOLIDATED CONDENSED BALANCE SHEETS AND CONSOLIDATED CONDENSED
STATEMENTS OF  OPERATIONS  AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          DEC-29-1996
<PERIOD-END>                               SEP-29-1996
<CASH>                                           4,460
<SECURITIES>                                         0
<RECEIVABLES>                                   75,219
<ALLOWANCES>                                         0
<INVENTORY>                                     19,570
<CURRENT-ASSETS>                               124,901
<PP&E>                                         474,918
<DEPRECIATION>                                       0
<TOTAL-ASSETS>                               1,028,550
<CURRENT-LIABILITIES>                          107,725
<BONDS>                                        298,000
                                0
                                          0
<COMMON>                                       132,435
<OTHER-SE>                                     285,037
<TOTAL-LIABILITY-AND-EQUITY>                 1,028,550
<SALES>                                        565,435
<TOTAL-REVENUES>                               565,435
<CGS>                                          306,154
<TOTAL-COSTS>                                  306,154
<OTHER-EXPENSES>                                49,168
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                              16,340
<INCOME-PRETAX>                                 80,767
<INCOME-TAX>                                    29,208
<INCOME-CONTINUING>                             51,559
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                    51,559
<EPS-PRIMARY>                                     1.94
<EPS-DILUTED>                                        0
        

</TABLE>


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