UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A-1
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended December 29, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period to
Commission File No. 1-6383
MEDIA GENERAL, INC.
(Exact name of registrant as specified in its charter)
<PAGE>
The registrant hereby amends the following items, financial statements,
exhibits or other portions of its 1996 Annual Report on Form 10-K as set forth
in the pages attached hereto:
Exhibits:
Amended index to exhibits to the Media General, Inc., 1996
Annual Report on Form 10-K.
Exhibit 99 Annual Report of the Thrift Plan Plus For Employees
of Media General, Inc., on Form 11-K for the year ended
December 31, 1996.
<PAGE>
Index to Exhibits
Exhibit
Number Description
2.1 Agreement and Plan of Merger dated July 19, 1996, by and among
Media General, Inc., MG Acquisitions, Inc., and Park
Acquisitions, Inc., incorporated by reference to Exhibit 2.1
of Form 8-K dated January 7, 1997.
2.2 First Amendment to Agreement and Plan of Merger dated as of
January 7, 1997, by and among Media General, Inc., MG
Acquisitions, Inc., and Park Acquisitions, incorporated by
reference to Exhibit 2.2 of Form 8-K dated January 7, 1997.
3(i) The Amended and Restated Articles of Incorporation of Media
General, Inc., incorporated by reference to Exhibit 3.1 of
Form 10-K for the fiscal year ended December 31, 1989.
3(ii) Bylaws of Media General, Inc., amended as of May 31, 1993,
incorporated by reference to Exhibit 3 (ii) of Form 10-K for
the fiscal year ended December 26, 1993.
10.1 Form of Option granted under the 1976 Non-Qualified Stock
Option Plan, incorporated by reference to Exhibit 2.2 of
Registration Statement 2-56905.
10.2 Additional Form of Option to be granted under the 1976
Non-Qualified Stock Option Plan, incorporated by reference to
Exhibit 2 to Post-Effective Amendment No. 3 Registration
Statement 2-56905.
10.3 Addendum dated January 1984, to Form of Option granted under
the 1976 Non-Qualified Stock Option Plan, incorporated by
reference to Exhibit 10.13 of Form 10-K for the fiscal year
ended December 31, 1983.
10.4 Addendum dated June 19, 1992, to Form of Option granted under
the 1976 Non-Qualified Stock Option Plan, incorporated by
reference to Exhibit 10.15 of Form 10-K for the fiscal year
ended December 27, 1992.
10.5 The Media General, Inc., Amended and Restated Restricted Stock
Plan, dated January 31, 1996, incorporated by reference to
Exhibit 10.10 of Form 10-K for the fiscal year ended December
31, 1995.
10.6 Addendum dated June 19, 1992, to Form of Option granted under
the 1987 Non-Qualified Stock Option Plan, incorporated by
reference to Exhibit 10.20 of Form 10-K for the fiscal year
ended December 27, 1992.
10.7 Media General, Inc., Executive Death Benefit Plan effective
January 1, 1991, incorporated by reference to Exhibit 10.17 of
Form 10-K for the fiscal year ended December 29, 1991.
10.8 Amendment to the Media General, Inc., Executive Death Benefit
Plan dated July 24, 1991, incorporated by reference to Exhibit
10.18 of Form 10-K for the fiscal year ended December 29,
1991.
10.9 1984 Outside Directors Retirement Agreement, incorporated by
reference to Exhibit 10.16 of Form 10-K for the fiscal year
ended December 31, 1984.
10.10 Shareholders Agreement, dated May 28, 1987, between Mary
Tennant Bryan, Florence Bryan Wisner, J. Stewart Bryan III,
and D. Tennant Bryan and J. Stewart Bryan III as trustees
under D. Tennant Bryan Media Trust, and Media General, Inc.,
incorporated by reference to Exhibit 10.50 of form 10-K for
the fiscal year ended December 31, 1987.
10.11 Amended and Restated Redemption Agreement between Media
General, Inc., and D. Tennant Bryan, dated April 7, 1994,
incorporated by reference to Exhibit 10.21 of Form 10-Q for
the period ending March 27, 1994.
10.12 Media General, Inc., Supplemental Thrift Plan, amended and
restated as of November 17, 1994, incorporated by reference to
Exhibit 10.27 of Form 10-K for the fiscal year ended December
25, 1994.
10.13 Media General, Inc., Executive Supplemental Retirement Plan,
amended, and restated as of November 27, 1994, incorporated by
reference to Exhibit 10.28 of Form 10-K for the fiscal year
ended December 25, 1994.
10.14 Deferred Income Plan for Selected Key Executives of Media
General, Inc., and form of Deferred Compensation Agreement
thereunder dated as of December 1, 1984, incorporated by
reference to Exhibit 10.29 of Form 10-K for the fiscal year
ended December 31, 1989.
10.15 Media General, Inc., Management Performance Award Program,
adopted November 16, 1990, and effective January 1, 1991,
incorporated by reference to Exhibit 10.35 of Form 10-K for
the fiscal year ended December 29, 1991.
10.16 Media General, Inc., Deferred Compensation Plan, amended and
restated as of November 17, 1994, incorporated by reference to
Exhibit 10.32 of Form 10-K for the fiscal year ended December
25, 1994.
10.17 Media General, Inc., ERISA Excess Benefits Plan, amended and
restated as of November 17, 1994, incorporated by reference to
Exhibit 10.33 of Form 10-K for the fiscal year ended December
25, 1994.
10.18 Media General, Inc., Restricted Stock Plan for Non-Employee
Directors, adopted as of May 19, 1995, incorporated by
reference to Exhibit 10.32 of Form 10-K for the fiscal year
ended December 31, 1995.
10.19 Media General, Inc., 1995 Long-Term Incentive Plan, adopted as
of May 19, 1995, incorporated by reference to Exhibit 10.33 of
Form 10-K for the fiscal year ended December 31, 1995.
10.20 Media General, Inc., 1996 Employee Non-Qualified Stock Option
Plan, adopted as of January 30, 1996.
10.21 Media General, Inc., 1997 Employee Restricted Stock Plan.
10.22 Media General, Inc., Director's Deferred Compensation Plan.
10.23 Amended and Restated Partnership Agreement, dated November 1,
1987, by and among Virginia Paper Manufacturing Corp., KR
Newsprint Company, Inc., and CEI Newsprint, Inc., incorporated
by reference to Exhibit 10.31 of Form 10-K for the fiscal year
ended December 31, 1987.
10.24 Amended and Restated License Agreement, dated November 1,
1987, by and among Media General, Inc., Garden State Paper
Company, Inc., and Southeast Paper Manufacturing Co.,
incorporated by reference to Exhibit 10.34 of Form 10-K for
the fiscal year ended December 31, 1987.
10.25 Amended and Restated Umbrella Agreement, dated November 1,
1987, by and among Media General, Inc., Knight-Ridder, Inc.,
and Cox Enterprises, Inc., incorporated by reference to
Exhibit 10.32 of Form 10-K for the fiscal year ended December
31, 1987.
10.26 Amended Newsprint Purchase Contract, dated November 1, 1987,
by and among Southeast Paper Manufacturing Co., Media General,
Inc., Knight-Ridder, Inc., and Cox Enterprises, Inc.,
incorporated by reference to Exhibit 10.35 of Form 10-K for
the fiscal year ended December 31, 1987.
10.27 Television affiliation agreement, dated February 10, 1995,
between WFLA-TV and the NBC Television Network incorporated by
reference to Exhibit 10.38 of Form 10-K for the fiscal year
ended December 25, 1994.
10.28 Amendments, dated May 17, 1993, to television affiliations
agreement, between WFLA-TV and National Broadcasting Company,
Inc., dated March 22, 1989, incorporated by reference to
Exhibit 10.47 of Form 10-K for the fiscal year ended December
26, 1993.
10.29 Franchise Agreement, dated September 30, 1982, between Media
General, Inc., Media General Cable of Fairfax County, Inc.,
and Fairfax County, Virginia, as amended January 30, 1984,
incorporated by reference to Exhibit 10.32 of Form 10-K for
the fiscal year ended December 31, 1983.
10.30 Agreement dated March 14, 1988, between Media General Cable of
Fairfax County, Inc., and Warner Cable Communications of
Reston, Inc., partially assigning Franchise Agreements dated
September 30, 1982, incorporated by reference to Exhibit 10.34
of Form 10-K for the fiscal year ended December 31, 1988.
10.31 Cable Television Franchise Ordinance of the Town of Herndon,
Virginia, accepted January 24, 1984, by Media General, Inc.,
and Media General Cable of Fairfax County, Inc., incorporated
by reference to Exhibit 10.33 of Form 10-K for the fiscal year
ended December 31, 1983.
10.32 Franchise Agreement, dated June 14, 1983, between Media
General, Inc., Media General Cable of Fairfax County, Inc.,
and the City of Fairfax, Virginia, incorporated by reference
to Exhibit 10.34 of Form 10-K for the fiscal year ended
December 31, 1983.
10.33 Franchise Agreement, dated April 9, 1983, between Media
General Cable of Fairfax County, Inc., and the Town of Vienna,
Virginia, incorporated by reference to Exhibit 10.35 of Form
10-K for the fiscal year ended December 31, 1983.
10.34 Franchise Agreement, dated July 12, 1983, between Media
General Cable of Fairfax County, Inc., Media General, Inc.,
and the City of Falls Church, Virginia, incorporated by
reference to Exhibit 10.36 of Form 10-K for the fiscal year
ended December 31, 1983.
10.35 Second Amended and Restated Stock and Warrant Purchase and
Shareholders' Agreement dated May 20, 1994, by and among Media
General, Inc., Affiliated Newspapers Investments, Inc., and
Denver Newspapers, Inc., incorporated by reference to Exhibit
2 of Form 8-K dated September 28, 1994.
10.36 Asset Purchase Agreement dated February 13, 1997, by and among
Media General Newspapers, Inc., and Newspaper Holdings, Inc.
13 Media General, Inc., Annual Report to Stockholders for the
fiscal year ended December 29, 1996.
21 List of subsidiaries of the registrant.
23 Consent of Ernst & Young LLP, independent auditors.
27 Financial Data Schedule
99 Annual Report of the Thrift Plan Plus for Employees of Media
General, Inc., on Form 11-K for the year ended December 31,
1996.
Note: Exhibits 10.1 - 10.22 are management contracts or
compensatory plans, contracts or arrangements.
<PAGE>
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this amendment to be signed on its behalf by the
undersigned, thereunto duly authorized.
MEDIA GENERAL, INC.
-------------------
(Registrant)
By: /s/ Marshall N. Morton
-----------------------------
Marshall N. Morton
Senior Vice President and
Chief Financial Officer
Date: June 26, 1997
Exhibit 99
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------------------------------------------------
FORM 11-K
FOR ANNUAL REPORTS OF EMPLOYEE STOCK PURCHASE, SAVINGS
AND SIMILAR PLANS PURSUANT TO SECTION 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
(Mark One):
[X] ANNUAL REPORT PURSUANT TO SECTION 15 (d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the fiscal year ended December 31, 1996
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from ____________ to ____________
Commission file number V-1799
A. Full title of the plan and the address of the plan, if different
from that of the issuer named below:
THRIFT PLAN PLUS FOR EMPLOYEES OF
MEDIA GENERAL, INC.
B. Name of the issuer of the securities held pursuant to the plan and
the address of its principal executive office:
MEDIA GENERAL, INC.
333 East Grace Street
Richmond, Virginia 23219
------------------------
<PAGE>
Financial Statements
And Supplemental Schedules
Thrift Plan Plus
For Employees of Media General, Inc.
Years ended December 31, 1996, and 1995,
with Report of Independent Auditors
<PAGE>
Thrift Plan Plus
For Employees of Media General, Inc.
Financial Statements
and Supplemental Schedules
Years ended December 31, 1996, and 1995
Table of Contents
Report of Independent Auditors.............................................1
Financial Statements
Statements of Net Assets Available for Plan Benefits,
with Fund information...............................................2-3
Statements of Changes in Net Assets Available for Plan Benefits,
with Fund information...............................................4-5
Notes to Financial Statements...........................................6-10
Supplemental Schedules Schedule
--------
Schedule of Assets Held for Investment Purposes,
December 31, 1996.......................................................A
Schedule of Reportable 5% Transactions for the
year ended December 31, 1996............................................B
<PAGE>
Report of Independent Auditors
Administrator
Thrift Plan Plus For Employees of Media General, Inc.
We have audited the accompanying statements of net assets available for plan
benefits of the Thrift Plan Plus For Employees of Media General, Inc., as of
December 31, 1996, and 1995, and the related statements of changes in net assets
available for plan benefits for the years then ended. These financial statements
are the responsibility of the Plan's management. Our responsibility is to
express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the Plan at
December 31, 1996, and 1995, and the changes in its net assets available for
plan benefits for the years then ended, in conformity with generally accepted
accounting principles.
Our audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The accompanying supplemental schedules
of assets held for investment purposes as of December 31, 1996, and reportable
5% transactions for the year then ended, are presented for purposes of complying
with the Department of Labor's Rules and Regulations for Reporting and
Disclosure under the Employee Retirement Income Security Act of 1974, and are
not a required part of the basic financial statements. The Fund Information in
the statements of net assets available for plan benefits and the statements of
changes in net assets available for plan benefits is presented for purposes of
additional analysis rather than to present the net assets available for plan
benefits and changes in net assets available for plan benefits of each fund. The
supplemental schedules and Fund Information have been subjected to the auditing
procedures applied in our audits of the basic financial statements and, in our
opinion, are fairly stated in all material respects in relation to the basis
financial statements taken as a whole.
ERNST & YOUNG LLP
Richmond, Virginia
May 29, 1997
1
<PAGE>
<TABLE>
Thrift Plan Plus
For Employees of Media General, Inc.
Statement of Net Assets Available for Plan Benefits, with Fund Information
December 31, 1996
<CAPTION>
<S> <C>
Stable Value Media General Balanced
Fund Equity Fund Stock Fund Fund Loan Fund Total
-------------------------------------------------------------------------------------------
Assets
Investment in Media General,
Inc., Class A
Common Stock, 2,906,700
shares at market of
$30.250 per share,
cost $61,010,626 $ - $ - $ 87,927,675 $ - $ - $ 87,927,675
Other investments, at market:
Common trust fund managed
by Trustee:
Short-term investments,
cost $3,648,550 1,882,515 45,439 1,942,749 32,724 (254,877) 3,648,550
Common trust funds managed
by Frank Russell Trust Co.,
cost $12,242,929 - 16,292,734 - 1,928,615 - 18,221,349
Guaranteed insurance contracts,
cost $12,586,782 12,586,782 - - - - 12,586,782 ,
Loans to participants - - - - 8,630,697 8,630,697
Dividends and interest
receivable 6,120 430 8,848 127 56,891 72,416
Contributions receivable 110,918 195,911 793,476 45,704 - 1,146,009
Receivable (payable) resulting
from participants' fund
transfers (59,602) 368,945 (773,662) 157,162 307,157 -
Other receivables - - - - 212,391 212,391
-------------------------------------------------------------------------------------------
14,526,733 16,903,459 89,899,086 2,164,332 8,952,259 132,445,869
Liabilities
Contribution refunds
payable 8,452 13,366 24,466 726 - 47,010
-------------------------------------------------------------------------------------------
Net assets available for plan
benefits $ 14,518,281 $ 16,890,093 $ 89,874,620 $ 2,163,606 $ 8,952,259 $ 132,398,859
============================================================================================
</TABLE>
See accompanying notes.
2
<PAGE>
<TABLE>
Thrift Plan Plus
For Employees of Media General, Inc.
Statement of Net Assets Available for Plan Benefits, with Fund Information
December 31, 1995
<CAPTION>
<S> <C>
Stable Value Media General Balanced
Fund Equity Fund Stock Fund Fund Loan Fund Total
-------------------------------------------------------------------------------------------
Assets
Investment in Media General,
Inc., Class A
Common Stock, 2,900,338
shares at market of
$30.375 per share,
cost $60,147,620 $ - $ - $ 88,097,767 $ - $ - $ 88,097,767
Other investments, at market:
Common trust fund managed
by Trustee:
Short-term investments,
cost $2,394,551 639,784 99,475 1,389,354 19,681 246,257 2,394,551
Common trust funds managed
by Frank Russell Trust Co.,
cost $9,638,812 - 11,898,165 - 743,681 - 12,641,846
Guaranteed insurance contracts,
cost $13,318,325 13,318,325 - - - - 13,318,325
Loans to participants - - - - 8,010,466 8,010,466
Dividends and interest receivable 3,054 551 5,341 100 52,671 61,717
Contributions receivable 141,074 168,359 796,634 32,527 - 1,138,594
Receivable (payable) resulting
from participants' fund
transfers 197,791 188,026 (55,010) (1,398) (329,409) -
Other receivables - - - - 213,730 213,730
----------------------------------------------------------------------------------------
14,300,028 12,354,576 90,234,086 794,591 8,193,715 125,876,996
Liabilities
Payable to broker - - 349,975 - - 349,975
Contribution refunds
payable 16,363 37,295 71,682 1,168 - 126,508
----------------------------------------------------------------------------------------
Net assets available for plan
benefits $ 14,283,665 $ 12,317,281 $ 89,812,429 $ 793,423 $ 8,193,715 $ 125,400,513
=========================================================================================
</TABLE>
See accompanying notes.
3
<PAGE>
<TABLE>
Thrift Plan Plus
For Employees of Media General, Inc.
Statement of Changes in Net Assets Available for Plan Benefits, with Fund Information
Year ended December 31, 1996
<CAPTION>
<S> <C>
Stable Value Media General Balanced
Fund Equity Fund Stock Fund Fund Loan Fund Total
-----------------------------------------------------------------------------------------
Investment income:
Dividends $ - $ - $ 1,443,252 $ - $ - $ 1,443,252
Interest 809,023 4,812 70,862 1,939 656,444 1,543,080
-----------------------------------------------------------------------------------------
809,023 4,812 1,514,114 1,939 656,444 2,986,332
-----------------------------------------------------------------------------------------
Net appreciation (depreciation)
in fair value of assets - 3,119,632 (264,350) 195,713 - 3,050,995
Contributions:
Employer - - 4,114,506 - - 4,114,506
Participants 1,269,333 2,203,178 4,483,633 542,462 - 8,498,606
-----------------------------------------------------------------------------------------
Total 1,269,333 2,203,178 8,598,139 542,462 - 12,613,112
-----------------------------------------------------------------------------------------
Adjustments for participants'
fund transfers 425,524 711,814 (2,499,434) 829,201 532,895 -
Distributions to withdrawing
participants (2,269,264) (1,466,624) (7,286,278) (199,132) (430,795) (11,652,093)
------------------------------------------------------------------------------------------
Net increase in net assets
available for plan benefits 234,616 4,572,812 62,191 1,370,183 758,544 6,998,346
Net assets available for plan
benefits at December 31, 1995 14,283,665 12,317,281 89,812,429 793,423 8,193,715 125,400,513
-----------------------------------------------------------------------------------------
Net assets available for plan
benefits at December 31, 1996 $ 14,518,281 $ 16,890,093 $ 89,874,620 $ 2,163,606 $ 8,952,259 $ 132,398,859
=========================================================================================
</TABLE>
See accompanying notes.
4
<PAGE>
<TABLE>
Thrift Plan Plus
For Employees of Media General, Inc.
Statement of Changes in Net Assets Available for Plan Benefits, with Fund Information
Year ended December 31, 1995
<CAPTION>
<S> <C>
Stable Value Media General Balanced
Fund Equity Fund Stock Fund Fund Loan Fund Total
-------------------------------------------------------------------------------------------
Investment income:
Dividends $ - $ 85 $ 1,396,788 $ - $ - $ 1,396,873
Interest 793,621 7,968 50,441 975 548,615 1,401,620
-------------------------------------------------------------------------------------------
793,621 8,053 1,447,229 975 548,615 2,798,493
-------------------------------------------------------------------------------------------
Net appreciation in fair value
of assets - 2,917,250 5,821,807 42,153 - 8,781,210
Contributions:
Employer - - 3,908,067 - - 3,908,067
Participants 1,593,646 1,763,926 4,332,340 165,957 - 7,855,869
-------------------------------------------------------------------------------------------
Total 1,593,646 1,763,926 8,240,407 165,957 - 11,763,936
-------------------------------------------------------------------------------------------
Adjustments for participants'
fund transfers 327,181 676,163 (2,617,678) 590,369 1,023,965 -
Distributions to withdrawing
participants (1,876,879) (775,745) (6,372,060) (6,031) (276,168) (9,306,883)
--------------------------------------------------------------------------------------------
Net increase in net assets
available for plan benefits 837,569 4,589,647 6,519,705 793,423 1,296,412 14,036,756
Net assets available for plan
benefits at December 31, 1994 13,446,096 7,727,634 83,292,724 - 6,897,303 111,363,757
-------------------------------------------------------------------------------------------
Net assets available for plan
benefits at December 31, 1995 $ 14,283,665 $ 12,317,281 $ 89,812,429 $ 793,423 $ 8,193,715 $ 125,400,513
===========================================================================================
</TABLE>
See accompanying notes.
5
<PAGE>
Thrift Plan Plus
For Employees of Media General, Inc.
Notes to Financial Statements
December 31, 1996
1. Significant Accounting Policies
Basis of Accounting
The financial statements of the Thrift Plan Plus for Employees of Media General,
Inc., (the Plan) are prepared on the accrual basis of accounting.
Valuation of Investments
All investments, other than guaranteed insurance contracts and loans to
participants, are carried at market value. Deposits under guaranteed insurance
contracts are carried at contract value which approximates fair value. Loans to
participants are carried at the original amount of the loan less repayments
received. Investments in securities traded on national securities exchanges are
valued at the last reported sales price or at the last reported bid quotation if
not traded on that day. Investments in commingled equity and balanced funds are
valued at their redemption value. Dividends are recorded on the ex-dividend date
and interest is accrued as earned.
Use of Estimates
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the amounts reported in the financial statements and the accompanying
notes. Actual results could differ from these estimates.
2. Contributions
The Plan allows participants to elect to contribute 1% to 20% of their total
compensation, subject to limitations prescribed by the Internal Revenue Code, by
means of regular payroll deductions. Contributions are made in the form of
pretax salary reductions or voluntary contributions of after-tax dollars by the
participants. Participants can elect to contribute 1% to 10% of their pay, in
whole percentages, to the Plan before taxes are withheld from their compensation
and 1% to 10%, in whole percentages, after taxes are withheld from their
compensation. The Company matches a participant's contribution up to a total of
6% of the participant's contribution for each plan year based upon the following
chart. If a participant contributes more than 6% in total to the Plan, the
percent designated as pretax is considered first for purposes of the Company
match.
6
<PAGE>
Thrift Plan Plus
For Employees of Media General, Inc.
Notes to Financial Statements (continued)
2. Contributions (continued)
<TABLE>
<CAPTION>
Company matching percentage
---------------------------
Total contribution On pretax portion On after-tax portion
percent to be matched of total of total
by Company contribution contribution contribution
----------------------- ------------ ------------
<S> <C>
1% 75% 50%
2% 75% 50%
3% 75% 50%
4% 75% 50%
5% 65% 50%
6% 55% 50%
</TABLE>
Contributions from participants are invested in accordance with the terms of the
Plan at the option of the participant, in: (i) a Stable Value Fund for the
purchase of guaranteed insurance contracts, (ii) an Equity Fund for the purchase
of interests in commingled equity stock funds, (iii) a Media General Stock Fund
for the purchase of Class A Common Stock of Media General, Inc., (iv) a Balanced
Fund for the purchase of an interest in a commingled global balanced fund or (v)
certain combinations of these funds as provided by the Plan. Company matching
contributions are invested in Media General, Inc. stock subject to the transfer
provisions discussed in the following paragraph. The Plan also includes, among
other things, a loan feature (see Note 6). Under specified guidelines, a
participant may request the Trustee to transfer a portion of the participant's
balance in other funds into the loan fund for disbursement as a loan to the
participant. Repayment of principal and interest is generally made by payroll
deduction and the loans are fully secured by the participant's account balance.
On any allocation date (the date that participants may change their Investment
Option selection), participants who have attained age 55 may elect to transfer
100% of the market value of their account to any of the Investment Options
provided for by the Plan. Also, on any allocation date, participants under age
55 may elect to: transfer 100% of the market value of their account among the
Equity, Balanced and Stable Value Funds; transfer 25% of their account from the
Media General Stock Fund to the Stable Value, Balanced and/or Equity Funds, or;
transfer 25% of their account from the Stable Value, Balanced and/or Equity Fund
to the Media General Stock Fund. The allocation date is the first day of any
quarter and four transfers are permitted in any Plan year.
The Plan's assets are held by Northern Trust Company, a trustee, pursuant to a
trust agreement dated July 1, 1987. Frank Russell Trust Company has investment
responsibility for the Equity Fund, and Capitoline Investment Services, Inc.,
has investment responsibility for the Stable Value Fund.
7
<PAGE>
Thrift Plan Plus
For Employees of Media General, Inc.
Notes to Financial Statements (continued)
2. Contributions (continued)
Effective July 1, 1995, the Plan added another investment option with the
addition of the Balanced Fund. Frank Russell Trust Company has investment
responsibility for this fund.
3. Vesting, Withdrawals, and Terminations
In the event of termination of employment or withdrawal from the Plan,
participants are paid the value of their account attributable to the amounts
they contributed plus the value of their account attributable to Company
contributions which has vested. The vesting provisions of the Plan provide for
immediate 100% vesting of the value of Company pretax matching contributions and
the value of after-tax matching contributions.
The Company has established the Plan with the intention that it will continue.
The Company has the right at any time to terminate the Plan. The value of the
participant's accounts would be distributed to the participant in a manner
consistent with the Summary Plan Description.
The above descriptions are provided for informative purposes. Readers should
refer to the Summary Plan Description for more complete information.
4. Income Taxes
The Internal Revenue Service has ruled that the Plan qualifies under Section
401(a) of the Internal Revenue Code (IRC) and is, therefore, not subject to tax
under present income tax law. Employee contributions qualify as "cash or
deferred" contributions under Section 401(k) of the IRC. Once qualified, the
Plan is required to operate in conformity with the IRC to maintain its
qualification. The Company believes the Plan continues to qualify under the IRC.
Until such time as a participant or his beneficiary withdraws from the Plan, no
income tax is payable by the participant on: (i) contributions made by the
Company on his behalf, (ii) interest and dividends added to his account, (iii)
gains on sales of securities by the trust, or (iv) effective July 1, 1985,
contributions made by the participant in the form of pretax salary reductions
not exceeding 6% of his compensation through December 31, 1986, and 10%
thereafter, subject to limitations prescribed by the IRC.
8
<PAGE>
Thrift Plan Plus
For Employees of Media General, Inc.
Notes to Financial Statements (continued)
5. Investments
Investments representing five percent or more of the Plan's net assets at
December 31, 1996, and 1995, consisted of the following:
<TABLE>
<CAPTION>
1996 1995
--------------------------------------------------------------------------
Name and Title Cost Market Value Cost Market Value
--------------------------------------------------------------------------
<S> <C>
Media General, Inc.,
Class A Common Stock $61,010,626 $87,927,675 $60,147,620 $88,097,767
Frank Russell Equity I 9,623,174 14,980,481 8,180,290 10,928,875
</TABLE>
6. Loans to Participants
The Plan has a loan feature available to all Plan participants. Loans are made
from the participant's account, reducing the investment balance and creating a
receivable in the Loan Fund. Loans are secured by the participant's vested
account balance. Loans to terminated participants and loans in default are
treated as distributions to the participant. Loans are generally repaid through
payroll deduction including principal and interest. The principal portion
reduces the receivable from participants and both principal and interest are
transferred to the participant's investment account as repayments are received.
Participants may obtain loans based on the vested value of their accounts. New
loans cannot exceed 50% of the participant's account value or a maximum of
$50,000 in accordance with the Department of Labor's regulations on loans to
participants. Loans are limited to one loan per participant per twelve month
period with a maximum of two loans outstanding at any one time. Loans shall bear
a reasonable rate of interest and must be repaid over a period not to exceed 5
years unless used to purchase the participant's primary residence, in which case
the loan must be repaid over a period not to exceed 10 years.
7. Related Party Transactions
Recurring administrative expenses of the Plan, which include trustee fees, are
paid by Media General, Inc. Administrative expenses for the years ended December
31, 1996, and 1995, were approximately $440,000 and $400,000, respectively.
9
<PAGE>
Thrift Plan Plus
For Employees of Media General, Inc.
Notes to Financial Statements (continued)
8. Comparison to Form 5500
Form 5500 requires the recording of a liability for distributions allocated to
participants as of year end, but for which disbursement of those funds from the
Plan has not yet been made. This requirement is different from the presentation
of such funds in the financial statements where they remain in net assets
available for plan benefits. The liability per Form 5500 is $2,266,767 as of
December 31, 1996, and $1,497,538 as of December 31, 1995.
10
<PAGE>
Supplemental Schedules
<PAGE>
Schedule A
Thrift Plan Plus
For Employees of Media General, Inc.
Item 27a
Schedule of Assets Held for Investment Purposes
December 31, 1996
<TABLE>
<CAPTION>
<S> <C>
Name and Title Cost Market Value
- ------------------------------------------------------------------------------------------------------------------
Stable Value Fund:
Northern Trust Company Short-Term
Investment Fund $ 1,882,515 $ 1,882,515
============================================
Insurance contracts:
Combined Insurance Company of America,
6.02%, September 30, 1998 $ 1,077,834 $ 1,077,834
Hartford Life, Variable,
March 16, 1998 1,017,680 1,017,680
John Hancock, 6.10%,
June 30, 1997 1,175,933 1,175,933
Life Insurance Co. of Georgia,
6.55%, September 30, 1997 1,111,276 1,111,276
Life of Virginia, Variable,
Open Maturity 1,096,387 1,096,387
Metropolitan Life, 5.50%,
March 31, 1997 1,160,799 1,160,799
Metropolitan Life, 5.35%,
January 29, 1999 1,045,707 1,045,707
New York Life, 6.63%,
December 30, 1997 723,231 723,231
New York Life, 6.46%,
April 22, 1999 1,558,747 1,558,747
Peoples Security, 6.21%,
June 30, 1998 1,608,616 1,608,616
Security Life of Denver, 6.30%,
July 29, 1999 1,010,572 1,010,572
--------------------------------------------
$ 12,586,782 $ 12,586,782
============================================
</TABLE>
<PAGE>
Schedule A
Thrift Plan Plus
For Employees of Media General, Inc.
Item 27a
Schedule of Assets Held for Investment Purposes (continued)
December 31, 1996
<TABLE>
<CAPTION>
<S> <C>
Name and Title Cost Market Value
- ------------------------------------------------------------------------------------------------------------------
Equity Fund:
Northern Trust Company Short-Term
Investment Fund $ 45,439 $ 45,439
============================================
Frank Russell Equity I Fund Shares $ 9,623,174 $ 14,980,481
Frank Russell Equity II Fund Shares 928,375 1,312,253
--------------------------------------------
$ 10,551,549 $ 16,292,734
============================================
Media General Stock Fund:
Northern Trust Company Short-Term
Investment Fund $ 1,942,749 $ 1,942,749
============================================
Media General, Inc., Class A Common Stock $ 61,010,626 $ 87,927,675
============================================
Balanced Fund:
Northern Trust Company Short-Term
Investment Fund $ 32,724 $ 32,724
============================================
Frank Russell Balanced Fund Shares $ 1,691,380 $ 1,928,615
============================================
Loan Fund:
Northern Trust Company Short-Term
Investment Fund $ (254,877) $ (254,877)
============================================
Loans to participants $ 8,630,697 $ 8,630,697
============================================
</TABLE>
<PAGE>
Schedule B
Thrift Plan Plus
For Employees of Media General, Inc.
Item 27d
Schedule of Reportable 5% Transactions
Year ended December 31, 1996
<TABLE>
<CAPTION>
Average Current Net Gain
Purchase or Cost of Value of or
Description of Asset Sale Price Asset Asset (Loss)
- ---------------------------------------------------------------------------------------------------------------------------
($) ($) ($) ($)
<S> <C>
Transactions by issue:
COLTV Short-Term Investment Fund
18,991,474 increases on 68 days 1.00 18,991,474 18,991,474 ---
17,195,348 decreases on 98 days 1.00 17,195,348 17,195,348 ---
--------------------------------------------------
36,186,822 36,186,822 ---
==================================================
COLTV Short-Term Investment Fund
15,187,090 increases on 156 days 1.00 15,187,090 15,187,090 ---
15,474,340 decreases on 131 days 1.00 15,474,340 15,474,340 ---
--------------------------------------------------
30,661,430 30,661,430 ---
==================================================
</TABLE>
<PAGE>
EXHIBIT INDEX
TO
FORM 11-K FOR
The Thrift Plan Plus
For Employees of Media General, Inc.
Exhibit Number Description of Exhibit
-------------- ----------------------
23 Consent of Ernst & Young LLP,
independent auditors, dated
June 25, 1997
<PAGE>
Exhibit 23
Consent of Independent Auditors
The Board of Directors and Stockholders
Media General, Inc.
We consent to the incorporation by reference in the Registration Statements
(Form S-8 No. 33-29478 and Form S-8 No. 333-16737) pertaining to the Thrift Plan
Plus for Employees of Media General, Inc., of our report dated May 29, 1997,
with respect to the financial statements and schedules of the Thrift Plan Plus
for Employees of Media General, Inc., included in this Annual Report (Form 11-K)
for the year ended December 31, 1996.
Ernst & Young LLP
Richmond, Virginia
June 25, 1997
