SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report January 29, 1997
Media General Inc.
(Exact name of registrant as specified in its charter)
Virginia 1-6383 54-0850433
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
333 E. Grace St., Richmond, Virginia 23219
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (804)649-6000
N/A
(Former name or former address, if changed since last report.)
<PAGE>
Item 5. Other Events
This item is being filed in order to amend and restate the Facing Sheet to the
Registration Statement on Form S-8, No. 333-16737, dated November 25, 1996, by
amending and restating the caption "(Full Title of the Plan)" as follows:
Thrift Plan Plus for Employees of
Media General, Inc.
(Formerly, Media General, Inc.
Employees Thrift Plan)
and
Register Publishing Company, Inc.
Incentive Savings Plan
(Full Title of the Plan)
Register Publishing Company, Inc. is a wholly owned subsidiary of the
Registrant, Media General, Inc., and only employees of the subsidiary are
eligible to participate in the Incentive Savings Plan. Otherwise, the terms and
conditions of the two plans are identical, and both plans are administered by
the Registrant. In order to register any interests in the Register Publishing
Company, Inc. Incentive Savings Plan required to be registered, and pursuant to
the signatures requirement of Form S-8, the Registration Statement is amended to
include the following:
The Plan. Pursuant to the requirements of the Securities Act of 1933,
Media General, Inc., which administers the Plan, has duly caused this
registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Richmond, Commonwealth of
Virginia, on January 29, 1997.
Register Publishing Company, Inc. Incentive Savings Plan
By: Media General, Inc.
By: /s/ George L. Mahoney
---------------------------------
George L. Mahoney, Secretary
<PAGE>
Item 7. Financial Statements and Exhibits
(c) Exhibits.
5(i) Opinion of General Counsel as to legality of securities being
registered (incorporated by reference to Exhibit 5 to
Registration Statement on Form S-8, No. 333-16737).
5(ii) Opinion of General Counsel as to compliance of plan with
ERISA.
23.1 Consent of Independent Auditors
23.2 Consent of General Counsel (included in Exhibit 5(ii)).
<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 hereunto duly authorized.
MEDIA GENERAL, INC.
DATE: January 29, 1997 By: /s/ J. Stewart Bryan III
-----------------------------------------
J. Stewart Bryan III, Chairman
President and Chief Executive Officer
DATE: January 29, 1997 By: /s/ Marshall N. Morton
-----------------------------------------
Marshall N. Morton, Senior Vice-President
and Chief Financial Officer
Exhibit 5 (ii)
January 27, 1997
Media General, Inc.
333 East Grace Street
Richmond, Virginia 23219
Gentlemen:
I have acted as counsel for you in connection with a registration
statement (Form S-8) filed on November 25,1996 (No. 333-16737) with the
Securities and Exchange Commission pursuant to the provisions of the Securities
Act of 1933, as amended, relative to 1,000,000 shares of your Class A Common
Stock (the "Shares") subject to purchase pursuant to the Thrift Plan Plus for
Employees of Media General, Inc. (the "Plan"). The Plan also registers an
indeterminate amount of interest to be offered or sold by the Plan.
I also have acted as counsel for you in connection with amending the
registration statement to incorporate therein the offering and sale of the
Shares and Plan interests to employees of Register Publishing Company, Inc.,
pursuant to the Register Publishing Company, Inc. Incentive Savings Plan (the
"Subsidiary Plan"). As such, I have examined the registration statement, all
exhibits filed therewith or incorporated therein by reference and such other
documents as I deemed necessary in order to render this opinion.
Based on this examination, and in lieu of an opinion that the
Subsidiary Plan complies with ERISA, Media General, Inc., has undertaken to
submit the Subsidiary Plan, and any amendments thereto, to the Internal Revenue
Service ("IRS") in a timely manner and has made or will make all changes
required by the IRS in order to qualify the Subsidiary Plan.
I hereby consent to the use of this opinion as an exhibit to such
registration statement.
Very truly yours,
George L. Mahoney
GLM:cc
Consent of Independent Auditors
The Board of Directors and Shareholders
Media General, Inc.
We consent to the incorporation by reference in the Registration Statement (Form
S-8) of Media General, Inc., pertaining to the Thrift Plan Plus For Employees of
Media General, Inc. and Register Publishing Company, Inc. Incentive Savings
Plan, of our reports (a) dated January 26, 1996, with respect to the
consolidated financial statements of Media General, Inc., incorporated by
reference in its Annual Report (Form 10-K) for the year ended December 31, 1995,
and March 25, 1996, with respect to the related financial statement schedule
included therein and (b) dated June 8, 1996, with respect to the financial
statements and schedules of the Thrift Plan Plus For Employees of Media General,
Inc., included in the Plan's Annual Report (Form 11-K) for the year ended
December 31, 1995, filed with the Securities and Exchange Commission.
ERNST & YOUNG LLP
Richmond, Virginia
January 27, 1997
