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) No fee required
( ) 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>
[MEDIA GENERAL LOGO]
Notice of 1997
Annual Meeting
and
Proxy Statement
Friday, May 16, 1997
11:00 a.m.
Richmond Newspapers Production Facility
5555 Chamberlayne Road (U.S. 301)
Mechanicsville, Virginia
<PAGE>
Media General, Inc., P.O. Box 85333 Richmond, Virginia
23293-0001 (804) 649-6000
[MEDIA GENERAL LOGO]
John Stewart Bryan III
Chairman and President
April 7, 1997
Dear Stockholder:
You are cordially invited to attend Media General's
1997 Annual Meeting on Friday, May 16, 1997.
THIS YEAR'S ANNUAL MEETING WILL BE HELD AT THE
RICHMOND NEWSPAPERS PRODUCTION FACILITY, 5555 CHAMBERLAYNE
ROAD (U.S. 301, JUST NORTH OF ITS INTERSECTION WITH I-295),
MECHANICSVILLE, VIRGINIA.
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 16.
Yours sincerely,
/s/ J. Stewart Bryan III
J. Stewart Bryan III
METROPOLITAN NEWSPAPERS (BULLET)
TELEVISION (BULLET) CATV (BULLET) NEWSPRINT (BULLET) PUBLISHING
<PAGE>
[MEDIA GENERAL LOGO]
NOTICE OF 1997 ANNUAL MEETING OF STOCKHOLDERS
TO THE CLASS A AND CLASS B COMMON STOCKHOLDERS
OF MEDIA GENERAL, INC.
Please take notice that the 1997 Annual Meeting of Stockholders of Media
General, Inc., will be held at the RICHMOND NEWSPAPERS PRODUCTION FACILITY, 5555
CHAMBERLAYNE ROAD (U.S. 301), MECHANICSVILLE, VIRGINIA, ON FRIDAY, MAY 16, 1997,
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 21, 1997, 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 7, 1997
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. A PROXY MAY BE REVOKED AT ANY TIME BEFORE IT IS
VOTED.
<PAGE>
PROXY STATEMENT
1997 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 1997 Annual Meeting of Stockholders to be held at the RICHMOND NEWSPAPERS
PRODUCTION FACILITY, 5555 CHAMBERLAYNE ROAD (U.S. 301, JUST NORTH OF ITS
INTERSECTION WITH I-295), MECHANICSVILLE, VIRGINIA, ON FRIDAY, MAY 16, 1997, 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 29, 1996, and this Proxy Statement
and accompanying proxy card are being mailed to Stockholders on or about April
7, 1997.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
The Company had outstanding 26,060,124 shares of Class A Common Stock
(Class A Stock) and 556,574 shares of Class B Common Stock (Class B Stock) as of
March 21, 1997. 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>
D. Tennant Bryan Class A 2,185,193(1) 8.4%
333 East Grace Street Class B 373,000(1) 67.0%
Richmond, VA 23219
J. Stewart Bryan III Class A 1,233,357(1)(2) 4.7%
333 East Grace Street Class B 47,000(2) 8.4%
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 7,252,100(4) 27.8%
655 Third Avenue
New York, NY 10017
The Northern Trust Company Class A 2,916,329(5) 11.2%
50 South La Salle Street
Chicago, IL 60675
All directors and executive Class A 3,903,011(6) 15.0%
officers as a group Class B 420,000(6) 75.5%
</TABLE>
1
<PAGE>
- - ---------------
(1) The shares listed for D. Tennant Bryan include 1,621 shares of Class A Stock
held for his benefit by the Media General, Inc. Thrift Plan Plus (Thrift
Plan) as of January 31, 1997, 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 3,418,550 shares of Class A Stock
and 420,000 shares of Class B Stock.
(2) The shares listed for J. Stewart Bryan III include 41,369 shares of Class A
Stock held for his benefit by the Thrift Plan as of January 31, 1997, and
98,200 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 134,766 shares of Class A
Stock subject to currently exercisable options and 772,048 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 to 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 169,000 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
2,906,729 of the Class A shares held as of January 31, 1997, 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 9,600 Class A shares.
(6) Includes an aggregate of 350,530 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 presently are members of the
Board, except Mr. Morton. 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
or her.
<TABLE>
<CAPTION>
NUMBER AND PERCENTAGE*
OF SHARES BENEFICIALLY
OWNED MARCH 21, 1997
---------------------------------------------
DIRECTOR CLASS A
NAME AGE SINCE (1) % CLASS B %
- - ---------------------------------------- --- -------- --------- ------ ------- ----
<S> <C>
CLASS A DIRECTORS
Charles A. Davis........................ 48 1989 4,581 --
Robert V. Hatcher, Jr................... 66 1991 1,881 --
John G. Medlin, Jr...................... 63 1994 2,381 --
CLASS B DIRECTORS
Robert P. Black......................... 69 1993 1,642 --
J. Stewart Bryan III.................... 58 1974 1,233,357(2) 4.7% 47,000(2) 8.4%
James S. Evans.......................... 75 1982 180,400(2) --
Marshall N. Morton...................... 51 -- 89,180(3) --
Wyndham Robertson....................... 59 1996 300 --
Henry L. Valentine, II.................. 69 1991 77,133(4) --
</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, 1997.
(2) Shares listed for J. Stewart Bryan III and James S. Evans include 134,766
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. For further
information as to stock held by Mr. Bryan, see "Voting Securities and
Principal Holders Thereof."
(3) For further information as to stock held by Mr. Morton, see "Stock Ownership
of Executive Officers."
(4) Of the shares of Class A Stock listed, Mr. Valentine shares voting and
investment power as a co-trustee as to 33,152 shares, and he may be deemed
to share voting and investment control as to 33,000 shares held by
institutions for which Mr. Valentine chairs or serves on the investment
committee. The shares listed do not include 1,500 shares of Class A Stock
held by Mr. Valentine's wife, as to which Mr. Valentine disclaims any voting
or investment power.
3
<PAGE>
DIRECTORS
D. Tennant Bryan, having attained the chronological age of 90, and having
served as a Director of the Company and its predecessors since 1930, has chosen
to retire from the Board of Directors. Consistent with the Company's By-Laws, it
is the Board's intention to elect him Chairman Emeritus.
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., USLIFE Corporation, Progressive Corporation and
Heilig-Meyers Company.
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.
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 Holdings Corporation 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.
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 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.
MARSHALL N. MORTON is Senior Vice President and Chief Financial Officer of
the Company and has served in those positions 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. L.L.C., 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 four special meetings and six regular
bi-monthly meetings during 1996.
The 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, 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 1996 on a bi-monthly schedule which alternates with regular
meetings of the full Board of Directors.
The Audit Committee presently consists of Miss Robertson and Messrs. 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 1996.
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 1996.
In 1996, each Director, other than those serving as officers of the
Company, received an annual retainer of $12,000 and a fee of $750 for each board
or committee meeting attended. Each Director, other than those who had at any
time served as an officer of the Company (an Outside Director) additionally
participated in the Outside Directors Retirement Agreement (Retirement
Agreement), which provided a retirement benefit based upon length of service on
the Board, and the Restricted Stock Plan for Non-Employee Directors (Restricted
Stock Plan), which provided biennial awards of that number of shares of the
Company's Class A Stock that could be purchased for $10,000 on the trading day
immediately preceding the date of grant.
In January 1997, the Board of Directors terminated the Retirement Agreement
and the Restricted Stock Plan. In place of the terminated plans and to more
closely align director compensation with the long-term interests of
Stockholders, the Board of Directors adopted the Media General, Inc., Directors'
Deferred Compensation Plan, under which each Outside Director receives 50% of
his or her annual compensation, which for 1997 shall be $55,000, in deferred
Class A Stock units and may elect to receive the other 50% of annual
compensation in cash or deferred stock units. Each Outside Director's deferred
stock unit account has been increased by the number of hypothetical shares of
Class A Stock that could have been purchased as of January 1, 1997, by a dollar
amount equal to the present value of the accrued vested benefit in such Outside
Director's Retirement Agreement account on that date. Mr. Evans receives the
same annual cash compensation as the Company's Outside Directors but, as a
former officer of the Company, does not participate in the Directors' Deferred
Compensation Plan.
5
<PAGE>
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 21, 1997.
<TABLE>
<CAPTION>
NUMBER AND PERCENTAGE*
OF SHARES BENEFICIALLY
OWNED MARCH 21, 1997
---------------------------------------
CLASS CLASS
NAME A(1) % B %
- - ------------------------ --------- ----- ------ -----
<S> <C>
J. Stewart Bryan III 1,233,357(2) 4.7% 47,000(2) 8.4%
Marshall N. Morton 89,180(3) --
H. Graham Woodlief, Jr. 57,467(4) --
George L. Mahoney 14,660(5) --
Stephen R. Zacharias 29,059(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, 1997.
(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 footnote (2) 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 45,633 shares subject to currently
exercisable options and 35,300 shares registered in his name under the
Restricted Stock Plan.
(4) Shares listed for Mr. Woodlief include 29,133 shares subject to currently
exercisable options and 20,300 shares registered in his name under the
Restricted Stock Plan.
(5) Shares listed for Mr. Mahoney include 7,166 shares subject to currently
exercisable options and 7,200 shares registered in his name under the
Restricted Stock Plan.
(6) Shares listed for Mr. Zacharias include 19,733 shares subject to currently
exercisable options and 5,300 shares registered in his name under the
Restricted Stock Plan.
6
<PAGE>
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>
J. Stewart Bryan III, 1996 $630,000 $311,850 -- 20,600 $ 30,855
Chairman, President and 1995 600,000 213,127 $888,750 20,100 $ 30,939
Chief Executive Officer 1994 550,000 266,290 -- 20,200 28,961
Marshall N. Morton, 1996 360,000 145,800 -- 8,200 16,383
Senior Vice President and 1995 332,500 118,108 345,938 7,800 16,409
Chief Financial Officer 1994 302,500 146,460 -- 7,200 14,470
H. Graham Woodlief, Jr., 1996 250,000 89,546 -- 4,500 12,873
Vice President 1995 225,000 85,961 182,813 4,100 12,003
1994 202,500 104,721 -- 4,100 11,988
George L. Mahoney, 1996 220,000 71,280 -- 2,200 10,740
General Counsel 1995 200,000 71,042 90,000 2,000 9,763
1994 185,000 69,666 -- 5,100 1,384
Stephen R. Zacharias, 1996 162,000 29,160 -- 1,600 7,613
Treasurer 1995 150,000 29,601 67,500 1,500 7,324
1994 140,000 37,657 -- 3,800 7,025
</TABLE>
- - ---------------
(1) At December 29, 1996, the number and value of the aggregate restricted stock
awards held by named executive officers were: Mr. Bryan -- 66,600 and
$2,056,275; Mr. Morton -- 22,700 and $700,863; Mr. Woodlief -- 13,100 and
$404,463; Mr. Mahoney -- 3,200 and $98,800; Mr. Zacharias -- 2,400 and
$74,100. 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.
(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>
J. Stewart Bryan III $3,521 $25,294 $2,040 $30,855
Marshall N. Morton -- 14,343 2,040 16,383
H. Graham Woodlief, Jr. 799 10,034 2,040 12,873
George L. Mahoney -- 8,700 2,040 10,740
Stephen R. Zacharias 340 5,748 1,525 7,613
</TABLE>
7
<PAGE>
OPTION GRANTS IN LAST FISCAL YEAR
The following table provides information on stock options granted in fiscal
1996 to the named executive officers.
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
-----------------------------------------------------------
NUMBER OF
SECURITIES % OF TOTAL
UNDERLYING OPTIONS EXERCISE GRANT DATE
OPTIONS GRANTED TO OR BASE PRESENT
GRANTED EMPLOYEES IN PRICE EXPIRATION VALUE
NAME (#)(1) FISCAL YEAR ($/SHARE) DATE ($)(2)
- - ------------------------ ---------- ------------ -------- -------------- -----------
<S> <C>
J. Stewart Bryan III 20,600 15.8% $31.8125 Jan. 29, 2006 $ 257,088
Marshall N. Morton 8,200 6.3% 31.8125 Jan. 29, 2006 102,336
H. Graham Woodlief, Jr. 4,500 3.5% 31.8125 Jan. 29, 2006 56,160
George L. Mahoney 2,200 1.7% 31.8125 Jan. 29, 2006 27,456
Stephen R. Zacharias 1,600 1.2% 31.8125 Jan. 29, 2006 19,968
</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
officers during fiscal 1996 under the provisions of the 1996 Stock Option
Plan (1996 Plan). Options granted under the 1996 Plan are exercisable in
one-third increments 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 were computed using the Black-Scholes pricing model. The
assumptions used in the model were: expected volatility of .305; zero-coupon
government bond yield of 5.71%; dividend yield of 1.75%; and time to
exercise of 10 years. Additionally, a 5.72% 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.
8
<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 1996.
<TABLE>
<CAPTION>
NUMBER OF SECURITIES
UNDERLYING UNEXERCISED VALUE OF UNEXERCISED
OPTIONS AT IN-THE-MONEY OPTIONS
FISCAL YEAR-END(#) AT FISCAL YEAR-END($)(1)
----------------------------- -----------------------------
NAME EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- - --------------------------- ----------- ------------- ----------- -------------
<S> <C>
J. Stewart Bryan III 114,466 40,734 838,646 58,736
Marshall N. Morton 37,900 15,800 283,138 22,100
H. Graham Woodlief, Jr. 24,899 8,601 178,201 11,961
George L. Mahoney 4,066 5,234 12,882 9,194
Stephen R. Zacharias 17,433 3,867 129,889 6,868
</TABLE>
- - ---------------
(1) The amount listed represents the difference between the closing price of the
Company's Class A Stock at the end of fiscal 1996 ($30.875) 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 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
1,150,000 632,500
</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.
9
<PAGE>
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act requires that the Company's
Executive Officers and Directors and persons owning more than 10% of the
Company's Class A Stock file reports of ownership and changes in ownership with
the Securities Exchange Commission.
Based upon a review of information furnished to the Company by such
persons, including forms required to be filed pursuant to Section 16(a), the
Company believes that during the fiscal year ended December 29, 1996, the
Executive Officers, Directors and persons owning in excess of 10% of the
outstanding shares of the company's Class A Stock complied with the filing
requirements of Section 16(a), with the exception of Mr. Evans, who failed to
file reports on a timely basis for five transactions in 1996 and one transaction
in 1994. All of the transactions subsequently have been reported to the
Commission.
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 or her
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
10
<PAGE>
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.
Section 162(m) of the Internal Revenue Code disallows a deduction for
compensation in excess of $1,000,000 paid to any of the executive officers named
in the Summary Compensation Table, unless such excess compensation qualifies as
"performance-based compensation" under Section 162(m) and related Internal
Revenue Service regulations. All compensation paid to said executive officers in
1996 was deductible, and the Compensation Committee intends that all
compensation paid in the future be deductible, except when the Committee deems
the payment of non-deductible compensation to be in the best interests of the
Company.
CEO COMPENSATION DURING 1996
Mr. Bryan's base salary in 1996 of $630,000 was 5% above that of the
preceding year. While Media General's net income in 1996 was approximately 32%
ahead of the previous year's level, applicable income did not exceed
pre-established incentive plan targets for 1996. Therefore, strict application
of the incentive plan formula produced a bonus for 1996 of $311,850, equal to
49.5% of Mr. Bryan's base compensation. At the beginning of 1996 a stock option
award of 20,600 shares of Media General Class A Stock was granted 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.
11
<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 27, 1991, 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]
<TABLE>
<CAPTION>
1991 1992 1993 1994 1995 1996
<S> <C>
Media General, Inc. $100 $103.91 $175.06 $180.25 $192.47 $198.55
S&P Publishing (Newspapers) Index 100 111.83 129.52 119.65 150.74 191.65
AMEX Composite Index 100 101.37 120.44 106.39 137.13 144.70
</TABLE>
APPOINTMENT OF INDEPENDENT AUDITORS
At its January 1997 meeting, the Board of Directors appointed the firm of
Ernst & Young LLP as the independent auditors of the Company for the 1997 fiscal
year. Ernst & Young LLP has examined the accounts of the Company for many years,
including 1996. 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.
12
<PAGE>
OTHER TRANSACTIONS
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 8, 1997.
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 7, 1997
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. A PROXY MAY BE REVOKED AT ANY TIME BEFORE IT IS
VOTED.
13
<PAGE>
Class A Class A
MEDIA GENERAL, INC.
Annual Meetting of Shareholders
May 16, 1997
PROXY SOLICITED BY THE BOARD OF DIRECTORS
J. Stewart Bryan III, Marshall N. Morton and George L. Mahoney, or any of them,
the proxies of the undersigned, with power of substitution, are hereby appointed
to vote all Class A Common Stock which the undersigned is entitled to vote at
the Annual Meeting of Stockholders to be held on Friday, May 16, 1997, and any
adjournment thereof, as follows on the reverse side and upon such other business
as properly may come before the meeting.
PLEASE DATE, SIGN AND RETURN THIS PROXY IN THIS PROXY IN THE ENCLOSED POSTAGE
PAID ENVELOPE AS SOON AS POSSIBLE.
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.
<PAGE>
[X] PLEASE MARK VOTES
AS IN THIS EXAMPLE
<TABLE>
<S> <C>
- - ----------------------------
MEDIA GENERAL, INC.
- - ----------------------------
CLASS A COMMON STOCK
The Board of Directors
recommends a vote FOR the following proposal.
ELECTION OF DIRECTORS
CLASS B DIRECTORS
-----------------
Charles A. Davis
Robert V. Hatcher, Jr. [ ] FOR [ ] WITHHELD
John G. Medlin
RECORD DATE SHARES: FOR, except vote withheld from the following nominee(s):
-------------------------------------------------------
RECEIPT OF NOTICE OF MEETING AND PROXY STATEMENT IS
HEREBY ACKNOWLEDGED.
THIS PROXY REVOKES ALL PREVIOUS PROXIES.
UNLESS INDICATED TO THE CONTRARY, IT WILL BE VOTED
IN ACCORDANCE WITH THE RECOMMENDATION OF
THE BOARD OF DIRECTORS.
Please be sure to date and sign this proxy.
Signature:__________________________ Date:_______________ Signature:__________________________ Date:_______________
DETACH CARD DETACH CARD
</TABLE>
MEDIA GENERAL, INC.
Please sign the attached proxy card and return it promptly in the postage paid
envelope provided so that your vote may be counted.
An immediate response will save the Company the expense of additional proxy
mailings.
Thank you!
<PAGE>
Class B Class B
MEDIA GENERAL, INC.
Annual Meetting of Shareholders
May 16, 1997
PROXY SOLICITED BY THE BOARD OF DIRECTORS
J. Stewart Bryan III, Marshall N. Morton and George L. Mahoney, or any of them,
the proxies of the undersigned, with power of substitution, are hereby appointed
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 16, 1997, and any
adjournment thereof, as follows on the reverse side and upon such other business
as properly may come before the meeting.
PLEASE DATE, SIGN AND RETURN THIS PROXY IN THIS PROXY IN THE ENCLOSED POSTAGE
PAID ENVELOPE AS SOON AS POSSIBLE.
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.
<PAGE>
[X] PLEASE MARK VOTES
AS IN THIS EXAMPLE
<TABLE>
<S> <C>
- - ----------------------------
MEDIA GENERAL, INC.
- - ----------------------------
CLASS B COMMON STOCK
The Board of Directors
recommends a vote FOR the following proposal.
ELECTION OF DIRECTORS
CLASS B DIRECTORS
-----------------
Roberrt P. Black
J. Stewart Bryan III
James S. Evans [ ] FOR [ ] WITHHELD
Marshall N. Morton
Wyndham Robertson
RECORD DATE SHARES: Henry L. Valentine II
FOR, except vote withheld from the following nominee(s):
-------------------------------------------------------
RECEIPT OF NOTICE OF MEETING AND PROXY STATEMENT IS
HEREBY ACKNOWLEDGED.
THIS PROXY REVOKES ALL PREVIOUS PROXIES.
UNLESS INDICATED TO THE CONTRARY, IT WILL BE VOTED
IN ACCORDANCE WITH THE RECOMMENDATION OF
THE BOARD OF DIRECTORS.
Please be sure to date and sign this proxy.
Signature:__________________________ Date:_______________ Signature:__________________________ Date:_______________
DETACH CARD DETACH CARD
</TABLE>
MEDIA GENERAL, INC.
Please sign the attached proxy card and return it promptly in the postage paid
envelope provided so that your vote may be counted.
An immediate response will save the Company the expense of additional proxy
mailings.
Thank you!
<PAGE>
MEDIA GENERAL, INC.
EMPLOYEES THRIFT PLAN PLUS
Annual Meetting of Shareholders
May 16, 1997
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 16,
1997, and any adjournment thereof, as follows on the reverse side.
PLEASE DATE, SIGN AND RETURN THIS PROXY IN THIS PROXY IN THE ENCLOSED POSTAGE
PAID ENVELOPE AS SOON AS POSSIBLE.
Please date and sign this instruction exactly as name appears.
[X] PLEASE MARK VOTES
AS IN THIS EXAMPLE
<TABLE>
<S> <C>
- - ----------------------------
MEDIA GENERAL, INC.
- - ----------------------------
EMPLOYEES' THRIFT PLAN
The Board of Directors
recommends a vote FOR the following proposal.
ELECTION OF DIRECTORS
CLASS B DIRECTORS
-----------------
Charles A. Davis
Robert V. Hatcher, Jr. [ ] FOR [ ] WITHHELD
John G. Medlin
RECORD DATE SHARES: FOR, except vote withheld from the following nominee(s):
-------------------------------------------------------
RECEIPT OF NOTICE OF MEETING AND PROXY STATEMENT IS
HEREBY ACKNOWLEDGED.
THIS INSTRUCTION REVOKES ALL PREVIOUS INSTRUCTIONS.
UNLESS INDICATED TO THE CONTRARY, IT WILL BE VOTED
IN ACCORDANCE WITH THE RECOMMENDATION OF
THE BOARD OF DIRECTORS.
Please be sure to date and sign this proxy.
Signature:__________________________ Date:_______________ Signature:__________________________ Date:_______________
DETACH CARD DETACH CARD
</TABLE>
MEDIA GENERAL, INC.
Please sign the attached proxy card and return it promptly in the postage paid
envelope provided so that your vote may be counted.
An immediate response will save the Company the expense of additional proxy
mailings.
Thank you!
