SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant (X)
Filed by a Party other than the Registrant ( )
Check the appropriate box:
( ) Preliminary Proxy Statement ( ) Confidential, for Use of the
Commission Only (as permitted
by Rule 14a-6(e)(2))
(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)
(Name of Person(s) Filing Proxy Statement, if other than Registrant)
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(i)(2) or
Item 22(a)(2) of Schedule 14A.
( ) $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 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
( ) Fee paid previously with preliminary materials.
( ) 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]
Notice of 1996
Annual Meeting
and
Proxy Statement
Friday, May 17, 1996
11:00 a.m.
Hamilton Park Executive Conference Center
Florham Park, New Jersey
<PAGE>
[Logo]
Media General, Inc., P.O. Box 85333 Richmond, Virginia
23293-0001 (804) 649-6000
John Stewart Bryan III
Chairman and President
April 2, 1996
Dear Stockholder:
You are cordially invited to attend Media General's
1996 Annual Meeting on Friday, May 17, 1996.
PLEASE NOTE THAT THIS YEAR'S ANNUAL MEETING IS BEING
HELD AT THE HAMILTON PARK EXECUTIVE CONFERENCE CENTER, 175
PARK AVENUE, FLORHAM PARK, NEW JERSEY, as part of our
commitment to afford stockholders outside Richmond the
opportunity to attend our annual meetings and learn
personally about their company and the breadth of our
operations. A map showing the location of the Annual
Meeting appears on the back cover of this Proxy Statement.
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 on May 17.
Yours sincerely,
/s/ J. STEWART BRYAN III
J. Stewart Bryan III
METROPOLITAN NEWSPAPERS (BULLET) TELEVISION (BULLET) CATV (BULLET) NEWSPRINT
(BULLET) PUBLISHING
<PAGE>
[Logo]
NOTICE OF 1996 ANNUAL MEETING OF STOCKHOLDERS
TO THE CLASS A AND CLASS B COMMON STOCKHOLDERS
OF MEDIA GENERAL, INC.
Please take notice that the 1996 Annual Meeting of Stockholders of Media
General, Inc., will be held at HAMILTON PARK EXECUTIVE CONFERENCE CENTER, 175
PARK AVENUE, FLORHAM PARK, NEW JERSEY, ON FRIDAY, MAY 17, 1996, AT 11:00 A.M.
for the following purposes:
1. To elect a Board of Directors for the ensuing year; and
2. To act upon such other matters 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 22, 1996, are entitled to notice of and to vote at
the meeting.
Your attention is directed to the accompanying Proxy Statement.
By Order of the Board of Directors
GEORGE L. MAHONEY, SECRETARY
Richmond, Virginia
April 2, 1996
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
1996 ANNUAL MEETING OF 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
the 1996 Annual Meeting of Stockholders to be held at the HAMILTON PARK
EXECUTIVE CONFERENCE CENTER, 175 PARK AVENUE, FLORHAM PARK, NEW JERSEY, ON
FRIDAY, MAY 17, 1996, AT 11:00 A.M. Proxies properly executed will be voted at
the meeting in accordance with instructions. 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 31, 1995, and this Proxy Statement
and accompanying proxy card are being mailed to Stockholders on or about April
3, 1996.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
The Company had outstanding 25,904,714 shares of Class A Common Stock
(Class A Stock) and 556,574 shares of Class B Common Stock (Class B Stock) as of
March 22, 1996. 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
NATURE
TITLE OF PERCENT
NAME AND ADDRESS OF OF BENEFICIAL OF
BENEFICIAL HOLDER CLASS OWNERSHIP CLASS
<S> <C> <C> <C>
D. Tennant Bryan Class A 2,184,952 8.4%
333 East Grace Street Class B 373,000(1) 67.0%
Richmond, VA 23219
J. Stewart Bryan III Class A 1,299,017(1)(2) 5.0%
333 East Grace Street Class B 29,568(2) 5.3%
Richmond, VA 23219
Jane Bryan Brockenbrough Class B 55,580(3) 10.0%
c/o Bryan Brothers
5516 Falmouth St., Suite 302
Richmond, VA 23230
Mario J. Gabelli Class A 7,819,450(4) 30.2%
655 Third Avenue
New York, NY 10017
The Northern Trust Company Class A 2,901,339(5) 11.2%
50 South La Salle Street
Chicago, IL 60675
All directors and executive Class A 3,922,240(6) 15.0%
officers as a group Class B 420,000 75.5%
</TABLE>
1
<PAGE>
(1) The shares listed for D. Tennant Bryan include 1,380 shares of Class A Stock
held for his benefit by the Media General, Inc. Thrift Plan Plus (Thrift
Plan) as of January 31, 1996, 4,800 shares of Class A Stock held by a
private foundation controlled by D. Tennant Bryan, 2,178,772 shares of Class
A Stock held by The David Tennant Bryan Revocable Declaration of Trust (The
D.T. Bryan Trust) and 373,000 shares of Class B Stock held by the D. Tennant
Bryan Media Trust (Media Trust). D. Tennant Bryan is the grantor and has
reserved a right of revocation with respect to The D.T. Bryan Trust and the
Media Trust. D. Tennant Bryan is the sole trustee of The D.T. Bryan Trust,
and D. Tennant Bryan and J. Stewart Bryan III serve as joint trustees of the
Media Trust. D. Tennant Bryan and J. Stewart Bryan III, together with The D.
T. Bryan Trust and the Media Trust, constitute a group for certain purposes,
having aggregate beneficial ownership of 3,483,969 shares of Class A Stock
and 402,568 shares of Class B Stock.
(2) The shares listed for J. Stewart Bryan III include 40,497 shares of Class A
Stock held for his benefit by the Thrift Plan as of January 31, 1996, and
66,600 shares of Class A Stock registered in his name under the Media
General, Inc., Restricted Stock Plan (Restricted Stock Plan). Shares listed
for J. Stewart Bryan III do not include 373,000 shares of Class B Stock held
by the Media Trust. The listed shares include 114,466 shares of Class A
Stock subject to currently exercisable options and 922,048 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) Jane Bryan Brockenbrough additionally has sole voting and dispositive power
as 23,000 shares of Class A 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 sole dispositive power only as to 375,100 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) The Northern Trust Company serves as trustee of the Thrift Plan, and
2,897,039 of the Class A shares held as of January 31, 1996, 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. The Northern Trust Company has sole voting
power as to all of the remaining 4,300 Class A shares.
(6) Includes an aggregate of 310,763 Class A shares subject to currently
exercisable stock options.
2
<PAGE>
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 except Miss Robertson presently
are members of the Board. 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.
<TABLE>
<CAPTION>
NUMBER AND PERCENTAGE*
OF SHARES BENEFICIALLY
OWNED MARCH 22, 1996
DIRECTOR CLASS A
NAME AGE SINCE (1) % CLASS B %
<S> <C> <C> <C> <C> <C> <C>
CLASS A DIRECTORS
Charles A. Davis........................ 47 1989 581 --
Robert V. Hatcher, Jr................... 65 1991 1,881 --
John G. Medlin, Jr...................... 62 1994 2,381 --
CLASS B DIRECTORS
Robert P. Black......................... 68 1993 1,633 --
D. Tennant Bryan........................ 89 1930(3) 2,184,952(4) 8.4% 373,000(4) 67.0%
J. Stewart Bryan III.................... 57 1974 1,299,017(2)(4) 5.0% 29,568(4) 5.3%
James S. Evans.......................... 74 1982 194,700(2) --
Wyndham Robertson....................... 58 -- 300 --
Henry L. Valentine, II.................. 68 1991 70,464(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 January 31, 1996.
(2) Shares listed for J. Stewart Bryan III and James S. Evans include 114,466
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 D.T. Bryan Trust and 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-trustee under certain Testamentary Trusts of an
estate. Of the shares of Class A Stock listed,
3
<PAGE>
Mr. Valentine shares voting and investment power as a co-trustee or
co-executor as to 45,083 shares, and he may be deemed to share voting and
investment control as to 23,000 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.
DIRECTORS
CHARLES A. DAVIS is a limited partner in The Goldman Sachs Group, L.P., and
previously was a partner for more than five years in the investment banking firm
of Goldman, Sachs & Co. Mr. Davis serves as a director of Lechters, Inc.,
Merchants Bancshares, Inc., and USLIFE Corporation.
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, Burlington Industries, Inc., Nabisco Holdings 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. Mr. Black serves as a director of America's Utility Fund
and each of the fixed income mutual funds sponsored by T. Rowe Price.
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.
JAMES S. EVANS is Vice Chairman of the Board of the Company. Prior to July
1990, he served as President and Chief Executive Officer of the Company for more
than five years.
WYNDHAM ROBERTSON retired in March 1996 as Vice President for
Communications at the University of North Carolina, having served in that
position for more than five years. She previously was an Assistant Managing
Editor for Fortune magazine and worked with that organization for 24 years. She
serves as a director of Wachovia Corporation.
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.
4
<PAGE>
BOARD AND COMMITTEE MEETINGS
The full Board of Directors held one special meeting and six regular
bi-monthly meetings during 1995.
The principal standing committees of the Board of Directors are the
Executive Committee, the Audit Committee and the Compensation Committee. The
Board has not formed a nominating committee.
The Executive Committee presently consists of Messrs. D. T. Bryan, J. S.
Bryan III, Alan S. 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 1995 on a bi-monthly schedule which alternates with
meetings of the full Board of Directors.
The Audit Committee presently consists of Messrs. Black, 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 annual
Securities and Exchange Commission filings made by the Company. The Audit
Committee met twice during 1995.
The Compensation Committee presently consists of Messrs. Black, Hatcher and
Medlin. 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 Committee met three times during 1995.
Directors, other than those serving as officers of the Company or one of
its subsidiaries, receive an annual retainer and periodic meeting fees. The
annual retainer is $12,000, and the meeting fee is $750. Pursuant to the terms
of the Restricted Stock Plan for Non-Employee Directors, directors who are
neither current nor former employees of the Company additionally receive every
other year that number of shares of the Company's Class A Stock that can be
purchased for $10,000 based upon the closing price of the Company's Class A
Stock on the trading day immediately preceding the date of grant. Such awards
were made in 1995 to Messrs. Black, Davis, Hatcher, Medlin and Valentine.
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 22, 1996.
<TABLE>
<CAPTION>
NUMBER AND PERCENTAGE*
OF SHARES BENEFICIALLY
OWNED MARCH 22, 1996
CLASS CLASS
NAME A(1) % B %
<S> <C> <C> <C> <C>
J. Stewart Bryan III 1,299,017(2) 5.0% 29,568(2) 5.3%
Marshall N. Morton 68,936(3) --
H. Graham Woodlief, Jr. 45,867(4) --
George L. Mahoney 7,424(5) --
Stephen R. Zacharias 23,510(6) --
</TABLE>
*Percentages of stock ownership less than one percent are not shown.
(1) Includes shares held in the Thrift Plan as of January 31, 1996.
5
<PAGE>
(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 37,900 shares subject to currently
exercisable options and 22,700 shares registered in his name under the
Restricted Stock Plan.
(4) Shares listed for Mr. Woodlief include 24,899 shares subject to currently
exercisable options and 13,100 shares registered in his name under the
Restricted Stock Plan.
(5) Shares listed for Mr. Mahoney include 4,066 shares subject to currently
exercisable options and 3,200 shares registered in his name under the
Restricted Stock Plan.
(6) Shares listed for Mr. Zacharias include 17,433 shares subject to currently
exercisable options and 2,400 shares registered in his name under the
Restricted Stock Plan.
COMPENSATION OF EXECUTIVE OFFICERS
The following table sets forth compensation awarded to, earned by, or paid
to the Company's Chief Executive Officer and each of the other four most highly
compensated executive officers for each of the last three fiscal years.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM COMPENSATION
ANNUAL COMPENSATION AWARDS ALL OTHER
NAME AND SALARY BONUS RESTRICTED STOCK COMPENSATION
PRINCIPAL POSITION YEAR ($) ($) ($)(1) OPTIONS(#) ($)(2)
<S> <C> <C> <C> <C> <C> <C>
J. Stewart Bryan III, 1995 $600,000 $213,127 $888,750 20,100 $ 30,939
Chairman, President and 1994 550,000 266,290 -- 20,200 28,961
Chief Executive Officer 1993 500,000 206,262 732,488 26,000 26,761
Marshall N. Morton, 1995 332,500 118,108 345,938 7,800 16,409
Senior Vice President and 1994 302,500 146,460 -- 7,200 14,470
Chief Financial Officer 1993 275,000 113,444 262,013 9,300 12,478
H. Graham Woodlief, Jr., 1995 225,000 85,961 182,813 4,100 12,003
Vice President 1994 202,500 104,721 -- 4,100 11,988
1993 190,000 91,762 166,388 5,900 10,060
George L. Mahoney, (3) 1995 200,000 71,042 90,000 2,000 9,763
General Counsel 1994 185,000 69,666 -- 5,100 1,384
1993 80,208 18,382 -- -- 211
Stephen R. Zacharias, (4) 1995 150,000 29,601 67,500 1,500 7,324
Treasurer 1994 140,000 37,657 -- 3,800 7,025
1993 133,500 34,094 -- 5,200 7,360
</TABLE>
(1) At December 31, 1995, the number and value of the aggregate restricted stock
awards held by named executive officers were: Mr. Bryan -- 104,900 and
$3,186,338; Mr. Morton -- 36,400 and $1,105,650; Mr. Woodlief -- 21,800 and
$662,175; Mr. Mahoney -- 3,200 and $97,200; Mr. Zacharias -- 2,400 and
$72,900. 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.
6
<PAGE>
(2) 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 $2,910 $25,989 $2,040 $30,939
Marshall N. Morton -- 14,369 2,040 16,409
H. Graham Woodlief, Jr. 666 9,297 2,040 12,003
George L. Mahoney -- 8,090 1,673 9,763
Stephen R. Zacharias 286 5,630 1,408 7,324
</TABLE>
(3) Mr. Mahoney joined the Company on July 15, 1993, as General Counsel and
Secretary.
(4) Mr. Zacharias became an executive officer in 1993.
OPTION GRANTS IN LAST FISCAL YEAR
The following table provides information on stock options granted in fiscal
1995 to the named executive officers.
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
NUMBER OF
SECURITIES % OF TOTAL
UNDERLYING OPTIONS EXERCISE
OPTIONS GRANTED TO OR BASE GRANT DATE
GRANTED EMPLOYEES IN PRICE EXPIRATION PRESENT
NAME (#)(1) FISCAL YEAR ($/SHARE) DATE VALUE $ (2)
<S> <C> <C> <C> <C> <C>
J. Stewart Bryan III 20,100 15.4% $28.125 Jan. 25, 2005 $ 240,979
Marshall N. Morton 7,800 6.0% 28.125 Jan. 25, 2005 93,514
H. Graham Woodlief, Jr. 4,100 3.1% 28.125 Jan. 25, 2005 49,155
George L. Mahoney 2,000 1.5% 28.125 Jan. 25, 2005 23,978
Stephen R. Zacharias 1,500 1.2% 28.125 Jan. 25, 2005 17,984
</TABLE>
(1) 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 1995 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.
(2) Option values reflect Black-Scholes model output for options. The
assumptions used in the model were: expected volatility of .303; zero-coupon
government bond yield available on the grant date and maturing at the end of
the option term; dividend yield of 2.0%; 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.
7
<PAGE>
AGGREGATED OPTION 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 1995.
<TABLE>
<CAPTION>
NUMBER OF SECURITIES
UNDERLYING UNEXERCISED VALUE OF UNEXERCISED
SHARES OPTIONS AT IN-THE-MONEY OPTIONS
ACQUIRED ON VALUE FISCAL YEAR-END(#) AT FISCAL YEAR-END($)(1)
NAME EXERCISE(#) REALIZED($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
<S> <C> <C> <C> <C> <C> <C>
J. Stewart Bryan III 24,000 $ 615,000 92,366 42,234 $ 663,818 $ 179,763
Marshall N. Morton -- -- 29,800 15,700 220,863 65,625
H. Graham Woodlief, Jr. -- -- 20,199 8,801 140,040 38,872
George L. Mahoney -- -- 1,700 5,400 4,675 13,850
Stephen R. Zacharias -- -- 13,932 5,768 99,105 29,851
</TABLE>
(1) The amount listed represents the difference between the closing price of the
Company's Class A Stock at the end of fiscal 1995 ($30.375) and the exercise
price per share, multiplied by the number of shares covered by the options.
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, are expected to be
entitled under the provisions of the Company's non-contributory, funded
Employees Retirement Plan and the Executive Supplemental Retirement Combined
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
950,000 522,500
1,050,000 577,500
</TABLE>
The amount of benefit for the executive officers named in the Summary
Compensation Table is derived by averaging each officer's five highest years of
"Annual Compensation," as reflected in such tables.
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.
8
<PAGE>
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.
The Company's compensation programs for management employees are designed
to build a strong link between an individual's performance and his related
compensation opportunities as well as to align the interests of key Media
General employees with those of the Stockholders. These two elements induce
eligible employees to be more responsive to the needs of the Company.
Periodically, the Company reviews its compensation programs with independent
consultants to ensure that, corporately, it is taking advantage of current
thinking in the field of compensation management.
The Compensation 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 to 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. The number of companies participating in such surveys varies
from year to year but averages about 75 in any given year.
Base salary levels are determined with reference to competitive targets (as
described previously) and internal equity. 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 lifted 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 are eligible to receive both
restricted stock and stock options, annual grants are 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.
Restrictions on awards made in January 1993 were lifted in January 1996 upon the
achievement of certain pre-established earnings per share growth targets for
1995.
9
<PAGE>
With respect to the $1 million deductibility threshold of Section 162(m) of
the Internal Revenue Code, the Committee does not intend to allow affected
compensation, paid in any one year, to exceed $1 million, except when the
Committee deems such action to be in the best interests of the Company.
CEO COMPENSATION DURING 1995
Mr. Bryan's base salary in 1995 was $600,000, 9.1% above the preceding
year. Excluding the unusual gains of the previous year, Media General's net
income in 1995 was 50% higher than 1994; unlike the previous year, however, the
Company closely approached but did not exceed incentive plan performance targets
in 1995. Therefore, following the Company's standard practice of strict
application of the incentive plan formula produced a bonus for 1995 of $213,127,
equal to 35.52% of Mr. Bryan's base compensation. Mr. Bryan's bonus in the
preceding year equalled just over 48% of base salary. At the beginning of 1995 a
stock option award of 20,100 shares of Media General Class A Common Stock and a
performance accelerated restricted stock award of 31,600 shares of Media General
Class A Common Stock were made to Mr. Bryan. As in the past, these 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 COMMITTEE
Robert V. Hatcher, Jr., CHAIRMAN
Robert P. Black
John G. Medlin, Jr.
10
<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 Standard & Poor's (S&P) Publishing (Newspapers) Index and the
American Stock Exchange (AMEX) Composite Index. The graph assumes $100 was
invested on December 31, 1990, in the Company's Class A Stock, the S&P
Publishing (Newspapers) Index and the AMEX Composite Index and also assumes
reinvestment of dividends.
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN
MEDIA GENERAL, S&P PUBLISHING (NEWSPAPERS) AND AMEX
[GRAPH]
1990 1991 1992 1993 1994 1995
Media General, Inc. $100 $ 93 $ 96 $162 $167 $178
S&P Publishing Newspapers) Index 100 121 135 157 145 183
AMEX Composite Index 100 1123 125 148 131 169
APPOINTMENT OF INDEPENDENT AUDITORS
At its January 1996 meeting, the Board of Directors appointed the firm of
Ernst & Young LLP as the independent auditors of the Company for the 1996 fiscal
year. Ernst & Young LLP has examined the accounts of the Company for many years,
including 1995. The Company has been advised by Ernst & Young LLP that it 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 LLP 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.
11
<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., an affiliate of The
Goldman Sachs Group, L.P., of which Mr. Davis is a limited partner, renders
various investment banking services to the Company.
1997 STOCKHOLDER PROPOSALS
Stockholders may present proposals for inclusion in the 1997 Proxy
Statement, provided the proposals comply with applicable SEC regulations and are
received by the Company no later than December 2, 1996.
SOLICITATION OF PROXIES
The Company may solicit proxies in person or by telephone or mail. The cost
of solicitation of proxies, including the reimbursement to banks and brokers for
reasonable expenses in sending proxy 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. to assist
in the solicitation of proxies for a basic fee of $8,000, 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 Annual Meeting,
other than as stated in the accompanying Notice. However, the enclosed proxy
confers discretionary authority with respect to the transaction of any other
business which properly may come before the meeting, and it is the intention of
the persons named in the enclosed proxy to vote the same in accordance with
their best judgment.
By Order of the Board of Directors
GEORGE L. MAHONEY, SECRETARY
Richmond, Virginia
April 2, 1996
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.
12
<PAGE>
DIRECTIONS TO ANNUAL MEETING
HAMILTON PARK EXECUTIVE CONFERENCE CENTER
175 PARK AVENUE
FLORHAM PARK, NEW JERSEY
(201) 377-2424
[MAP]
FROM NJ ROUTE 24
Follow NJ 24 to Exit 2-A for Morristown. At the first light, make a left onto
Park Avenue. At the fourth light, make a right into Hamilton Park.
<PAGE>
MEDIA GENERAL, INC.
PROXY SOLICITED BY THE 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 17,
1996, and any adjournment thereof, as follows:
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE FOLLOWING ITEM:
ELECTION OF DIRECTORS [ ] FOR [ ] WITHHELD
Directors, Nominees: Black, D. T. Bryan, J. S. Bryan III, Evans, Robertson,
Valentine
FOR, except vote withheld from the following nominee(s):
- - --------------------------------------------------------------------------------
(Please date and sign on reverse side.)
IF NOT OTHERWISE SPECIFIED, THIS PROXY WILL BE VOTED IN ACCORDANCE WITH THE
RECOMMENDATIONS OF THE BOARD OF DIRECTORS.
Receipt of Notice of Meeting and Proxy Statement is hereby
acknowledged:
Date: ____________________________, 1996.
_________________________________________
_________________________________________
Please date and sign proxy as name appears.
Joint owners should each sign personally.
Trustees and others signing in a represen-
tative capacity should indicate the
capacity in which they sign.
This proxy revokes all previous proxies.
<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 17,
1996, and any adjournment thereof, as follows:
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE FOLLOWING ITEM:
Election of Directors [ ] FOR [ ] WITHHELD
Directors, Nominees: Davis, Hatcher, Medlin
FOR, except vote withheld from the following nominee(s):
________________________________________________________________________________
(Please date and sign on reverse side.)
IF NOT OTHERWISE SPECIFIED, THIS INSTRUCTION WILL BE VOTED IN ACCORDANCE WITH
THE RECOMMENDATIONS OF THE BOARD OF DIRECTORS.
Receipt of Notice of Meeting and Proxy Statement is hereby acknowledged.
Dated: ___________________________, 1996
________________________________________
________________________________________
Please date and sign instruction exactly
as name appears. This instruction revokes
all previous instructions.
