SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934 (Amendment No. 36)
MEDIA GENERAL, INC.
(Name of Issuer)
Class A Common Stock, Par Value $5 Per Share
(Title of Class of Securities)
584404107
(CUSIP Number)
James E. McKee, Gabelli Funds, Inc.,
One Corporate Center, Rye, New York 10580-1434, (914) 921-5294
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
March 6, 1998
(Date of Event which Requires
Filing of this Statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this Schedule
13D, and is filing this Schedule because of Rule 13d-1(b)(3) or
(4), check the following box:
____
/___/
<PAGE>
_________________________________________________________________
CUSIP No. 584404107 13D
_________________________________________________________________
(1) NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Gabelli Funds, Inc. I.D. No. 13-3307115
_________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
____
(a) /___/
____
(b) /___/
_________________________________________________________________
(3) SEC USE ONLY
_________________________________________________________________
(4) SOURCE OF FUNDS*
OO: Funds of investment company clients
_________________________________________________________________
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) _____
/____/
_________________________________________________________________
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
New York
_________________________________________________________________
: (7) SOLE VOTING POWER
: 2,544,000 (Item 5)
:________________________
: (8) SHARED VOTING POWER
NUMBER OF SHARES BENEFICIALLY : None (Item 5)
OWNED BY EACH REPORTING :________________________
PERSON WITH : (9) SOLE DISPOSITIVE
: POWER
: 2,544,000 (Item 5)
:________________________
:(10) SHARED DISPOSITIVE
: POWER
: None (Item 5)
_________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,544,000 (Item 5)
_________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11
EXCLUDES CERTAIN SHARES* ____
/___/
_________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
9.72%
_________________________________________________________________
(14) TYPE OF REPORTING PERSON*
IA, CO, HC
_________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
________________________________________________________________
CUSIP No. 584404107 13D
_________________________________________________________________
(1) NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
GAMCO Investors, Inc. I.D. No. 13-2951242
_________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
____
(a) /___/
____
(b) /___/
_________________________________________________________________
(3) SEC USE ONLY
_________________________________________________________________
(4) SOURCE OF FUNDS*
OO: Funds of investment advisory clients
_________________________________________________________________
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) _____
/_x__/
_________________________________________________________________
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
New York
_________________________________________________________________
: (7) SOLE VOTING POWER
: 3,264,700 (Item 5)
:________________________
: (8) SHARED VOTING POWER
NUMBER OF SHARES BENEFICIALLY : None
OWNED BY EACH REPORTING :________________________
PERSON WITH : (9) SOLE DISPOSITIVE
: POWER
: 3,365,200 (Item 5)
:________________________
:(10) SHARED DISPOSITIVE
: POWER
: None
_________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,365,200 (Item 5)
_________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11
EXCLUDES CERTAIN SHARES* ____
/___/
_________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
12.86%
_________________________________________________________________
(14) TYPE OF REPORTING PERSON*
IA, CO
_________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
_________________________________________________________________
CUSIP No. 584404107 13D
_________________________________________________________________
(1) NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Gemini Capital Management Ltd.
_________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
____
(a) /___/
____
(b) /___/
_________________________________________________________________
(3) SEC USE ONLY
_________________________________________________________________
(4) SOURCE OF FUNDS*
00-Funds of clients
_________________________________________________________________
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ____
/___/
_________________________________________________________________
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Bermuda
_________________________________________________________________
: (7) SOLE VOTING POWER
: 5,000 (Item 5)
:________________________
: (8) SHARED VOTING POWER
NUMBER OF SHARES BENEFICIALLY : None
OWNED BY EACH REPORTING :________________________
PERSON WITH : (9) SOLE DISPOSITIVE
: POWER
: 5,000 (Item 5)
:________________________
:(10) SHARED DISPOSITIVE
: POWER
: None
_________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,000 (Item 5)
_________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11
EXCLUDES CERTAIN SHARES* ____
/___/
_________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
0.02%
_________________________________________________________________
(14) TYPE OF REPORTING PERSON*
CO
_________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
_________________________________________________________________
CUSIP No. 548404107 13D
_________________________________________________________________
(1) NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Gabelli International Limited I.D. No. Foreign Corporation
_________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
____
(a) /___/
____
(b) /___/
_________________________________________________________________
(3) SEC USE ONLY
_________________________________________________________________
(4) SOURCE OF FUNDS*
WC
_________________________________________________________________
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ____
/___/
_________________________________________________________________
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
_________________________________________________________________
: (7) SOLE VOTING POWER
: 380 (Item 5)
:________________________
: (8) SHARED VOTING POWER
NUMBER OF SHARES BENEFICIALLY : None
OWNED BY EACH REPORTING :________________________
PERSON WITH : (9) SOLE DISPOSITIVE
: POWER
: 380 (Item 5)
:________________________
:(10) SHARED DISPOSITIVE
: POWER
: None
_________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
380 (Item 5)
_________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11
EXCLUDES CERTAIN SHARES* ____
/___/
_________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
0.00%
_________________________________________________________________
(14) TYPE OF REPORTING PERSON*
CO
_________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!<PAGE>
_________________________________________________________________
CUSIP No. 584404107 13D
_________________________________________________________________
(1) NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Marc J. Gabelli
________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
____
(a) /___/
____
(b) /___/
_________________________________________________________________
(3) SEC USE ONLY
_________________________________________________________________
(4) SOURCE OF FUNDS*
None
_________________________________________________________________
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ____
/ /
_________________________________________________________________
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
USA
_________________________________________________________________
: (7) SOLE VOTING POWER
: None (Item 5)
:________________________
: (8) SHARED VOTING POWER
NUMBER OF SHARES BENEFICIALLY : None
OWNED BY EACH REPORTING :________________________
PERSON WITH : (9) SOLE DISPOSITIVE
: POWER
: None (Item 5)
:________________________
:(10) SHARED DISPOSITIVE
: POWER
: None
_________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
None (Item 5)
_________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11
EXCLUDES CERTAIN SHARES* _____
/ x /
_________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
0.00%
_________________________________________________________________
(14) TYPE OF REPORTING PERSON*
IN
_________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!<PAGE>
_________________________________________________________________
CUSIP No. 584404107 13D
_________________________________________________________________
(1) NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Mario J. Gabelli
_________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
____
(a) /___/
____
(b) /___/
_________________________________________________________________
(3) SEC USE ONLY
_________________________________________________________________
(4) SOURCE OF FUNDS*
None
_________________________________________________________________
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ____
/ /
_________________________________________________________________
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
USA
_________________________________________________________________
: (7) SOLE VOTING POWER
: None (Item 5)
:________________________
: (8) SHARED VOTING POWER
NUMBER OF SHARES BENEFICIALLY : None
OWNED BY EACH REPORTING :________________________
PERSON WITH : (9) SOLE DISPOSITIVE
: POWER
: None (Item 5)
:________________________
:(10) SHARED DISPOSITIVE
: POWER
: None
_________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
None (Item 5)
_________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11
EXCLUDES CERTAIN SHARES* _____
/ x /
_________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
0.00%
_________________________________________________________________
(14) TYPE OF REPORTING PERSON*
IN
_________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!<PAGE>
Item 1.Security and Issuer
This Amendment No. 36 on the Class A Common Stock of
Media General, Inc. (the "Issuer") is being filed on
behalf of the undersigned to amend the Schedule 13D, as amended
(the "Schedule 13D") which was originally filed on February 29,
1989. Unless otherwise indicated, all capitalized terms used
herein but not defined herein shall have the same meaning as
set forth in the Schedule 13D.
Item 2. Identity and Background
This statement is being filed by Mario J. Gabelli
("Mario Gabelli"), Marc J. Gabelli ("Marc Gabelli") and various
entities which either one directly or indirectly controls or for
which either one acts as chief investment officer. These enti-
ties, except for Lynch Corporation ("Lynch"), Spinnaker Indus-
tries, Incorporated ("Spinnaker"), Western New Mexico Telephone
Company ("Western New Mexico"), Entoleter, Inc. ("Entoleter"),
Lynch Telecommunications Corporation ("Lynch Telecom"), Lynch
Telephone Corporation ("Lynch Telephone") and Inter-Community
Telephone Company ("Inter-Community") (collectively, "Lynch and
its affiliates"), engage in various aspects of the securities
business, primarily as investment adviser to various institution-
al and individual clients, including registered investment
companies and pension plans, as broker/dealer and as general
partner of various private investment partnerships. Certain of
these entities may also make investments for their own accounts.
The foregoing persons in the aggregate often own
beneficially more than 5% of a class of equity securities of a
particular issuer. Although several of the foregoing persons are
treated as institutional investors for purposes of reporting
their beneficial ownership on the short-form Schedule 13G, the
holdings of those who do not qualify as institutional investors
may exceed the 1% threshold presented for filing on Schedule 13G
or implementation of their investment philosophy may from time to
time require action which could be viewed as not completely
passive. In order to avoid any question as to whether their
beneficial ownership is being reported on the proper form and in
order to provide greater investment flexibility and administra-
tive uniformity, these persons have decided to file their benefi-
cial ownership reports on the more detailed Schedule 13D form
rather than on the short-form Schedule 13G and thereby to provide
more expansive disclosure than may be necessary.
(a), (b) and (c) - This statement is being filed by one or
more of the following persons: Gabelli Funds, Inc. ("GFI"), GAMCO
Investors, Inc. ("GAMCO"), Gabelli Securities, Inc. ("GSI"),
Gabelli & Company, Inc. ("Gabelli & Company"), Gabelli Perfor-
mance Partnership L.P. ("GPP"), GLI, Inc. ("GLI"), Gabelli
Associates Fund ("Gabelli Associates"), Gabelli Associates
Limited ("GAL"), Gabelli & Company, Inc. Profit Sharing Plan (the
"Plan"), Gabelli International Limited ("GIL"), Gabelli Interna-
tional II Limited ("GIL II"), Gabelli International Gold Fund
Limited ("GIGFL"), ALCE Partners, L.P. ("ALCE"), Gabelli Multime-
dia Partners, L.P. ("Multimedia Partners"), Gemini Capital
Management Ltd. ("Gemini"), Gabelli Fund, LDC ("LDC"), Gabelli
Foundation, Inc. ("Foundation"), Mario Gabelli, Marc Gabelli,
Lynch, Spinnaker, Western New Mexico, Entoleter, Lynch Telecom,
Lynch Telephone and Inter-Community. Those of the foregoing
persons signing this Schedule 13D are hereafter referred to as
the "Reporting Persons".
GAMCO, a wholly-owned subsidiary of GFI, is an invest-
ment adviser registered under the Investment Advisers Act of
1940, as amended ("Advisers Act"). GAMCO is an investment
manager providing discretionary managed account services for
employee benefit plans, private investors, endowments, founda-
tions and others.
Gabelli & Company, a wholly-owned subsidiary of GSI, is
a broker-dealer registered under the Securities Exchange Act of
1934, as amended ("l934 Act"), which as a part of its business
regularly purchases and sells securities for its own account.
GLI is a corporation currently with no active opera-
tions which is a wholly-owned subsidiary of GSI.
Gabelli Associates is a New York limited partnership
whose primary business purpose is risk arbitrage investments.
GSI and Mario Gabelli are the general partners of Gabelli As-
sociates.
GAL is a corporation whose primary business purpose is
risk arbitrage investments. Shares of GAL's common stock are
offered to persons who are neither citizens nor residents of the
United States and may be offered to a limited number of U.S.
investors. GSI is the investment manager of GAL.
GSI, a majority-owned subsidiary of GFI, is a Delaware
corporation which as a part of its business regularly purchases
and sells securities for its own account. It is the immediate
parent of Gabelli & Company.
GFI is the ultimate parent company for a variety of
companies engaged in the securities business, each of which is
named above. In addition, GFI is an investment adviser regis-
tered under the Advisers Act. GFI is an investment adviser which
presently provides discretionary advisory services to The Gabelli
Equity Trust Inc., The Gabelli Asset Fund, The Gabelli Growth
Fund, The Gabelli Convertible Securities Fund, Inc., The Gabelli
Value Fund Inc., The Gabelli Small Cap Growth Fund, The Gabelli
Equity Income Fund, The Gabelli ABC Fund, The Gabelli Global
Telecommunications Fund, Gabelli Gold Fund, Inc., The Gabelli
Global Multimedia Trust Inc., The Gabelli Global Convertible
Securities Fund, Gabelli Capital Asset Fund, Gabelli Internation-
al Growth Fund, Inc. and The Gabelli Global Interactive Couch
Potato Fund (collectively, the "Funds"), which are registered
investment companies.
The Plan, a qualified employee profit sharing plan,
covers substantially all employees of GFI and its affiliates.
GPP, a New York limited partnership, is a limited
partnership whose primary business purpose is investing in
securities. MJG Associates, Inc. ("MJG Associates"), for which
Mr. Gabelli is the sole shareholder and employee, is the general
partner of GPP. The investments of GPP are supervised by Mario
Gabelli.
GIL is a corporation whose primary business purpose is
investing in a portfolio of equity securities and securities
convertible into, or exchangeable for, equity securities in order
to achieve its investment objective of significant long-term
growth of capital. Shares of GIL's common stock are offered to
persons who are neither citizens nor residents of the United
States and may be offered to a limited number of U.S. investors.
MJG Associates is the Investment Manager of GIL. The investments
of GIL are supervised by Mario Gabelli who is also a director and
Chairman of the Board of Directors of GIL.
GIL II is a corporation whose business purpose is
investing primarily in a portfolio of equity securities and
securities convertible into, or exchangeable for, equity securit-
ies in order to achieve its investment objective of significant
long-term growth of capital. Shares of GIL II's common stock are
offered to persons who are neither citizens nor residents of the
United States and may be offered to a limited number of U.S.
investors. Mario Gabelli is a director and Chairman of the
Board of Directors of GIL II.
ALCE is a Delaware investment limited partnership that
seeks long-term capital appreciation primarily through invest-
ments in public and private equity securities. GSI is a general
partner of ALCE.
Multimedia Partners is a Delaware investment limited
partnership whose objective is to provide long-term capital
appreciation by investing primarily in public and private multi-
media communications companies. GSI is a general partner of
Multimedia Partners.
LDC is a corporation whose business purpose is investing
primarily in a portfolio of equity securities and securities
convertible into, or exchangeable for, equity securities in order
to achieve its investment objective of significant long-term
growth of capital. Interests are offered to insurance companies
which do not conduct any business in the United States and which
are licensed where they do business. MJG Associates is the
Investment Manager of LDC.
Gemini is a corporation whose primary business purpose is
to provide advisory services to offshore funds. Marc Gabelli is
the President and Chief Investment Officer of Gemini.
The Foundation is a private foundation. Mario Gabelli is
the President, a Trustee and the Investment Manager of the
Foundation.
Lynch, an Indiana corporation, is a diversified public
company traded on the American Stock Exchange. Its subsidiaries
are engaged in communications, services, and manufactured pro-
ducts. Spinnaker, a Delaware subsidiary of Lynch, is also a
public company and its stock is traded through the NASDAQ System.
Spinnaker is a diversified manufacturing firm with major subsid-
iaries in specialty adhesive-backed materials business. Another
of Lynch's subsidiaries, Western New Mexico, provides telephone
services in a service area in Southwestern New Mexico. Inter-
Community, which is also a subsidiary of Lynch, provides local
telephone services in an area 40 miles west of Fargo, North
Dakota. Lynch and Spinnaker actively pursue new business ven-
tures and acquisitions. Lynch and its affiliates make invest-
ments in marketable securities to preserve capital and maintain
liquidity for financing their business activities and acquisi-
tions (not in the case of Western New Mexico) and are not engaged
in the business of investing, reinvesting, or trading in securi-
ties. Mario Gabelli is Chairman of Lynch and beneficially owns
approximately 23% of the shares of common stock of Lynch.
Mario Gabelli is the majority stockholder and Chairman
of the Board of Directors and Chief Executive Officer of GFI and
the Chief Investment Officer for each of the Reporting Persons
other than Gemini, LDC and GIL II. GFI, in turn, is the sole
stockholder of GAMCO. GFI is also the majority stockholder of
GSI. Gabelli & Company is a wholly-owned subsidiary of GSI. GLI
is a wholly-owned subsidiary of GSI. Marc Gabelli is the majori-
ty stockholder of Gemini.
The Reporting Persons do not admit that they constitute
a group.
GFI, GAMCO, Gabelli & Company and GLI are New York
corporations and GSI is a Delaware corporation, each having its
principal business office at One Corporate Center, Rye, New York
10580-1434. GPP is a New York limited partnership having its
principal business office at 8 Sound Shore Drive, Greenwich,
Connecticut 06830. Gabelli Associates is a New York limited
partnership having its principal business office at One Corporate
Center, Rye, New York 10580-1434. GAL and GIL are corporations
organized under the laws of the British Virgin Islands having
their principal business office at c/o MeesPierson (Cayman)
Limited, British American Centre, Dr. Roy's Drive-Phase 3, George
Town, Grand Cayman, British West Indies. GIL II is a corporation
organized under the laws of the British Virgin Islands having
their principal business office at c/o Coutts & Company (Cayman)
Limited, West Bay Road, Grand Cayman, British West Indies.
Gemini is a Bermuda corporation with its principal business
office at c/o Appleby, Spurling & Kempe, Cedar House, 41 Cedar
Avenue, Hamilton HM12, Bermuda. LDC is a corporation organized
under the laws of the British Virgin Islands having its pricipal
business office at c/o Tremont (Bermuda) Limited, Tremont House,
4 Park Road, Hamilton HM II, Bermuda. The Foundation is a private
foundation having its principal offices at 165 West Liberty
Street, Reno, Nevada 89501. Lynch is an Indiana corporation
having its principal business office at 8 Sound Shore Drive,
Greenwich, CT 06830. Spinnaker is a Delaware corporation having
its principal business office at 251 Welton Street, Hamden, CT
06511.
For information required by instruction C to Schedule
13D with respect to the executive officers and directors of the
foregoing entities and other related persons (collectively,
"Covered Persons"), reference is made to Schedule I annexed
hereto and incorporated herein by reference.
(d) and (e) - On December 8, 1994, the SEC instituted
and simultaneously accepted offers for the settlement of an
administrative proceeding against Gabelli & Company and GAMCO.
The order instituting the proceeding included a finding, which
Gabelli & Company and GAMCO neither admitted nor denied, that
they failed to implement and maintain policies and procedures
reasonably designed to prevent the misuse of material, nonpublic
information by not specifically addressing the special circum-
stances that arose from their affiliation with Lynch Corporation,
a public company. To resolve this matter, Gabelli & Company and
GAMCO agreed to cease and desist from violating Section 15(f) of
the 1934 Act and Section 204A of the Advisers Act, respectively.
They further agreed to each pay a civil penalty in the amount of
$50,000, and to retain, and adopt the recommendations of, an
independant consultant regarding their Section 15(f) and Section
204A policies and procedures.
(f) - Reference is made to Schedule I hereto.
Item 4. Purpose of Transaction
Item 4 to Schedule 13D is amended, in pertinent part, as
follows:
The Issuer has indicated to GAMCO that, in reliance on an
SEC "no-action" letter, the Issuer will exclude the shareholder
proposal submitted by GAMCO to be included in the proxy and proxy
statement for the Issuer's next annual meeting of stockholders.
The proposal requested that the Issuer's Board of Directors
consider nominating directors who would take the following steps
in order to bring the underlying values of the Issuer's stock to
the surface: (a) immediately cease from initiating or completing
any further significant acquisitions, (b) implement a plan to
monetize the Issuer's cable television assets, which may involve
a spin-off of those assets, and (c) adopt a stock buy-back
program funded by the net cash flow of the Issuer.
GAMCO has sent a letter, dated March 9, 1998, to the Issuer
stating that GAMCO is exploring its rights to nominate a slate of
directors to be elected by the holders of Class A Common Stock at
the Issuer's next annual meeting of stockholders, and that the
Issuer should deem GAMCO's earlier correspondence regarding its
shareholder proposal sufficient notice of its intentions pursuant
to the Issuer's Bylaws or otherwise.
Item 5. Interest In Securities Of The Issuer
Item 5 to Schedule 13D is amended, in pertinent part, as
follows:
(a) The aggregate number and percentage of Securities
to which this Schedule 13D relates is 5,914,580 shares and
represents 22.60% of 26,161,201 shares. This latter number of
shares is arrived at by adding the number of shares reported as
being outstanding in the Issuer's most recently filed 10-Q for
the quarter ended September 28, 1997 (26,160,821 shares) to the
number of shares which would be receivable by the Reporting
Persons if they were to actually convert all of the Issuer's
Class B Common Stock held by them (380 shares) into the Class A
Common Stock of the Issuer.
Shares of % of Shares of % of
Common Class of Common Stock, Class
Name Stock Common Converted Converted
GFI:
As Principal 0 0.00% 0 0.00%
As Agent 2,544,000 9.72% 2,544,000 9.72%
GAMCO
As Principal 0 0.00% 0 0.00%
As Agent 3,365,200 12.86% 3,365,200 12.86%
GIL 0 0.00% 380 0.00%
Gemini 5,000 0.02% 5,000 0.02%
Marc J. Gabelli 0 0.00% 0 0.00%
Mario J. Gabelli 0 0.00% 0 0.00%
Mario Gabelli is deemed to have beneficial ownership of
the Securities owned beneficially by each of the foregoing persons
other than Gemini and Marc Gabelli; Marc Gabelli is deemed to have
beneficial ownership of the Securities owned beneficially by
Gemini; and GFI is deemed to have beneficial ownership of the
securities owned beneficially by each of the foregoing persons
other than Mario Gabelli, Marc Gabelli and Gemini.
(b) Each of the Reporting Persons and Covered Persons has
the sole power to vote or direct the vote and sole power to dispose
or to direct the disposition of the Securities reported for it,
either for its own benefit or for the benefit of its investment
clients or its partners, as the case may be, except that GAMCO
Investors, Inc. does not have authority to vote 100,500 of the
reported shares, and except that GFI has sole dispositive and
voting power with respect to the 2,544,000 shares of the Issuer
held by the the Funds, so long as the aggregate voting interest of
all joint filers does not exceed 25% of their total voting interest
in the Issuer and in that event, the Proxy Voting Committee of each
of the Funds shall respectively vote that Fund's shares, and except
that, at any time, the Proxy Voting Committee of each such Fund may
take and exercise in its sole discretion the entire voting power
with respect to the shares held by such Fund under special
circumstances such as regulatory considerations, and except that
the power of Mario Gabelli, Marc Gabelli and GFI is indirect with
respect to Securities beneficially owned directly by other
Reporting Persons.
(c) Information with respect to all transactions in the
Securities which were effected during the past sixty days or since
the most recent filing on Schedule 13D, whichever is less, by each
of the Reporting Persons and Covered Persons is set forth on
Schedule II annexed hereto and incorporated herein by reference.
<PAGE>
Signature
After reasonable inquiry and to the best of my knowledge
and belief, I certify that the information set forth in this
statement is true, complete and correct.
Dated: March 10, 1998
GABELLI FUNDS, INC.
By:_________________________
James E. McKee
General Counsel
GAMCO INVESTORS, INC.
By:_________________________
Douglas R. Jamieson
Executive Vice President
MARIO J. GABELLI
By:_______________________________
James E. McKee
Attorney-in-Fact
GEMINI CAPITAL MANAGEMENT LTD.
By:_______________________________
Marc J. Gabelli
Director
by: James E. McKee
Attorney-in-Fact
GABELLI INTERNATIONAL LIMITED
By:________________________________
Mario J. Gabelli, Chairman
by: James E. McKee
Attorney-in-Fact<PAGE>
Schedule I
Information with Respect to Executive
Officers and Directors of the Undersigned
Schedule I to Schedule 13D is amended, in pertinent part, as
follows:
The following sets forth as to each of the executive officers
and directors of the undersigned: his name; his business address; and
his present principal occupation or employment and the name, principal
business and address of any corporation or other organization in which
such employment is conducted. Unless otherwise specified, the principal
employer of each such individual is Gabelli Funds, Inc., Gabelli &
Company, Inc., or GAMCO Investors, Inc., the business address of each of
which is One Corporate Center, Rye, New York 10580, and each such
individual identified below is a citizen of the United States. To the
knowledge of the undersigned, during the last five years, no such person
has been convicted in a criminal proceeding (excluding traffic viola-
tions or similar misdemeanors), and no such person was a party to a
civil proceeding of a judicial or administrative body of competent
jurisdiction as a result of which he was or is subject to a judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities law or
finding any violation with respect to such laws except as reported in
Item 2(d) of this Schedule 13D.
<PAGE>
Gabelli Funds, Inc.
Directors:
Mario J. Gabelli*
Richard B. Black Chairman of Raster Image
Processing Systems; Chairman
ECRM; Director of Archetype
and Oak Technology; Director
of The Morgan Group, Inc.;
General Partner of KBA Part-
ners, Parker Plaza
400 Kelby Street,
Fort Lee, NJ 07029
Charles C. Baum Chairman, Director and Chief Execu-
tive Officer of The Morgan Group,
Inc.;
Secretary & Treasurer
United Holdings
2545 Wilkens Avenue
Baltimore, MD 21223
Dr. Eamon M. Kelly President
Tulane University
218 Gibson Hall
6823 St. Charles Avenue
New Orleans, LA 70118
Marc J. Gabelli Vice President
Matthew R. Gabelli Assistant Trader
Cantor Fitzgerald
1 World Trade Center
New York, NY 10048
Officers:
Mario J. Gabelli Chairman, Chief Executive
Officer and Chief Investment
Officer
David K. Sandie Executive Vice President, Chief
Operating Officer and Chief
Financial Officer
Stephen G. Bondi Executive Vice President-Finance
and Adminstration
James E. McKee Vice President, General
Counsel and Secretary
_____________________
* Mr. Gabelli is the Chairman, Chief Executive Officer and Chief
Investment Officer of Gabelli Funds, Inc. and of GAMCO Investors, Inc.;
Director/Trustee of all registered investment companies advised by
Gabelli Funds, Inc.; Chairman and Chief Executive Officer of Lynch
Corporation. <PAGE>
GAMCO Investors, Inc.
Directors:
Mario J. Gabelli
Douglas R. Jamieson
Joseph R. Rindler, Jr.
Regina M. Pitaro
F. William Scholz, II
Officers:
Mario J. Gabelli Chief Executive Officer
and Chief Investment Officer
Joseph R. Rindler, Jr. Chairman
Douglas R. Jamieson Executive Vice President
Stephen G. Bondi Vice President
James E. McKee Vice President, General Counsel
and Secretary
Gabelli Securities, Inc.
Directors:
Robert W. Blake President of W.R. Blake
& Sons, Inc.
196-20 Northern Boulevard
Flushing, NY 11358
Douglas G. DeVivo General Partner of ALCE
Partners, L.P.
One First Street, Suite 16
Los Altos, CA 94022
Ronald L. Gallatin Consultant
Gabelli Securities, Inc.
One Corporate Center
Rye, NY 10580
Gary P. Watson See below
Joseph R. Rindler, Jr. See above
Officers:
Gary P. Watson Executive Vice President,
Chief Financial and Admin-
istrative Officer
Stephen G. Bondi Vice President
James E. McKee Secretary
Gabelli & Company, Inc.
Directors:
James G. Webster, III Chairman
Stephen G. Bondi See above
Donald C. Jenkins Director of Research
Officers:
James G. Webster, III Chairman
Stephen G. Bondi Vice President
Bruce N. Alpert Vice President-Mutual Funds
Walter K. Walsh Compliance Officer
James E. McKee Secretary
GLI, Inc.
Directors:
Mario J. Gabelli See above-Gabelli Funds, Inc.
Officers:
Mario J. Gabelli Chairman and Chief Investment
Officer
Stephen G. Bondi Vice President
Gabelli Associates Limited
Directors:
Mario J. Gabelli See above-Gabelli Funds, Inc.
MeesPierson (Cayman) British American Centre
Limited Dr. Roy's Drive- Phase 3
Georgetown, Grand Cayman
Cayman Islands, British
WestIndies
Officers:
Mario J. Gabelli Chief Investment Officer
Kevin Bromley Vice President, Treasurer and
Assistant Secretary
Sandra Wight Secretary and Assistant Treasurer
Gabelli International Limited
Directors:
Mario J. Gabelli See above-Gabelli Funds, Inc.
MeesPierson (Cayman) British American Centre
Limited Dr. Roy's Drive- Phase 3
Georgetown, Grand Cayman
Cayman Islands, British West Indies
Officers:
Kevin Bromley Vice President, Treasurer, and
Assistant Secretary
MeesPierson (Cayman) Limited
British American Centre
Dr. Roy's Drive- Phase 3
Georgetown, Grand Cayman
Cayman Islands, British West Indies
Sandra Wight Secretary and Assistant Treasurer
Assistant Secretary
MeesPierson (Cayman) Limited
British American Centre
Dr. Roy's Drive- Phase 3
Georgetown, Grand Cayman
Cayman Islands, British West Indies
Gemini Capitial Management Ltd.
Directors:
Marc J. Gabelli See above-Gabelli Funds, Inc.
Stephen G. Bondi See Above-Gabelli Funds, Inc.
Michael A. Salatto Controller
Michael J. Burns Appleby, Spurling & Kempe
Cedar House
41 Cedar Avenue
Hamilton, HM12
Bermuda
Douglas Molyneux Appleby, Spurling & Kempe
Cedar House
41 Cedar Avenue
Hamilton, HM12
Bermuda
Gabelli Fund, LDC
c/o Tremont (Bermuda)
Limited
Tremont House
4 Park Road
Hamilton HM 11, Bermuda
Directors:
Johann S. Wong c/o Tremont (Bermuda)
Limited
Tremont House
4 Park Road
Hamilton HM 11, Bermuda
Peter D. Anderson Partner
Karl Otto Pohl Sal Oppenheim Jr. & Lie
Bockenheimer Landstrasse 20
D-6000 FRANKFURT AM MAIN
Germany
Anthonie C. van Ekris See below
Lynch Corporation
8 Sound Shore Drive
Greenwich, CT 06830
Directors:
Paul J. Evanson President
Florida Light & Power Co.
P.O Box 14000
700 Universe Blvd.
Juno Beach, Fl 33408
Mario J. Gabelli See above-Gabelli Funds, Inc.
E. Val Cerutti Business Consultant
Cerutti Consultants
227 McLain Street
Mount Kisco, NY 10540
Ralph R. Papitto Chairman of the Board
AFC Cable Systems, Inc.
50 Kennedy Plaza
Suite 1250
Providence, RI 02903
Salvatore Muoio Principal
S. Muoio & Co., LLC
655 Third Avenue
New York, NY 10017
John C. Ferrara Business Consultant
110 Edward Place
Stamford, CT 06905
Officers:
Mario J. Gabelli Chairman and Chief Executive Officer
Robert E. Dolan Chief Financial Officer
Carmine Ceraolo Assistant Controller
Robert A. Hurwich Vice President-Administration,
Secretary and General Counsel
Spinnaker Industries, Inc.
600 N. Pearl Street
Suite 2160
Dallas, TX 75201
Directors:
Joseph P. Rhein 5003 Central Avenue
Ocean City, NJ 08226
Richard J. Boyle The Boyle Group, Inc.
6110 Blue Circle Drive
Suite 250
Minnetonka, MN 55343
Ned N. Fleming, III Boyle, Fleming,
& Co., Inc.
600 N. Pearl Street
Suite 2160
Dallas, TX 75201
Robert E. Dolan See above Lynch Corporation
Anthonie C. van Ekris Chairman and Chief
Executive Officer
Balmac International, Inc.
61 Broadway
Suite 1900
New York, NY 10006
Frank E. Grzelecki President
Handy & Harman
One Corporate Center
Rye, New York 10580
Philip W. Colburn Chairman of the Board
Allen Telecom, Inc.
11611 San Vincente Blvd.
Suite 505
Los Angeles, CA 90049
Officers:
Ned N. Fleming, III President
Richard J. Boyle Chairman and Chief Executive Officer
Robert A. Hurwich Secretary
Mark A. Matteson Vice President, Corporate
Development
Craig Jennings Controller
Entoleter, Inc.
251 Welton Street
Hamden, CT 06517
Directors:
Ned N. Fleming, III See above-Spinnaker
Mark A. Matteson See above-Spinnaker
Robert Hladick See above Entoleter
Robert P. Wentzel See above Entoleter
James Fleming 230 Saugatuck Avenue, Unit 8
Westport, CT 06880
Officers:
Robert P. Wentzel President
Mark R. Matteson Vice President
Robert Hladick Controller & Secretary
Western New Mexico Telephone Company
314 Yankee Street
Silver City, NM 88062
Directors:
Jack C. Keen Chairman and President
Dr. Brian E. Gordon Vice President
Mary Beth Baxter Secretary & Treasurer
John Clay Keen Route 6
Box 270
Greenville, TX 75401
Robert E. Dolan See above-Lynch Corporation
Robert A. Hurwich See above-Lynch Corporation
Carmine Ceraolo See above-Lynch Corporation
Mary J. Carroll See above-Lynch Corporation
Eugene P. Connell See above-Lynch Corporation
Officers:
Jack C. Keen Chairman and President
Jack L. Bentley Executive Vice President
Dr. Brian E. Gordon Vice President
Charles M. Baxter Sr. Vice President-Operations
Mary Beth Baxter Secretary & Treasurer
Robert A. Hurwich Assistant Treasurer
Inter-Community Telephone Company
P.O. Box A
Nome, ND 58062
Directors:
Mary J. Carroll See above-Lynch Corporation
Robert E. Dolan See above-Lynch Corporation
Joseph H. Epel See above-Lynch Corporation
Robert A. Hurwich See above-Lynch Corporation
Eugene P. Connell See above-Lynch Corporation
Harry B. Snyder P.O. Box 131
Buffalo, ND 58011
Robert Snyder 200 Broadway South
Buffalo, ND 58011
Keith S. Anderson See above-Inter-Community Telephone
Company
Robert Reff See above-Inter-Community Telephone
Company
Officers:
Leone A. Nilsen President
Robert Snyder President
Robert Reff Vice President
Keith S. Anderson Secretary
Harry B. Snyder Treasurer
Joseph H. Epel Assistant Treasurer
Robert A. Hurwich Assistant Secretary
Lynch Telecommunications Corporation
8 Sound Shore Drive
Greenwich, CT 06830
Directors:
Richard A. Kiesling 2801 International Lane
Suite 207
Madison, WI 53740
Robert E. Dolan See above-Lynch Corporation
Robert A. Snyder See above-Inter-Community
Telephone Company
Eugene P. Connell See above-Lynch Corporation
Officers:
Robert A. Hurwich Secretary
Joseph H. Epel Treasurer and
Assistant Secretary
Robert E. Dolan President, Controller, Assistant
Treasurer, and Assistant Secretary
Lynch Telephone Corporation
8 Sound Shore Drive
Greenwich, CT 06830
Directors:
Robert E. Dolan Controller
Jack W. Keen President
Robert A. Hurwich See above-Lynch Corporation
Eugene P. Connell See above-Lynch Corporation
Officers:
Jack C. Keen Chairman
Jack W. Keen President
Robert A. Hurwich Secretary
Mary Beth Baxter Treasurer and
Assistant Secretary
Robert E. Dolan Controller
SCHEDULE II
INFORMATION WITH RESPECT TO
TRANSACTIONS EFFECTED DURING THE PAST SIXTY DAYS OR
SINCE THE MOST RECENT FILING ON SCHEDULE 13D (1)
SHARES PURCHASED AVERAGE
DATE SOLD(-) PRICE(2)
COMMON STOCK-MEDIA GENERAL CL A
GEMINI CAPITAL MANAGEMENT LTD.
1/07/98 2,000 43.9250
GABELLI FUNDS, INC.
THE GABELLI VALUE FUND,INC.
3/04/98 3,000- 47.4484
3/03/98 2,000- 47.7500
2/17/98 50,000- 46.1985
2/06/98 51,300- 45.4485
1/28/98 700- 45.9485
1/26/98 6,000- 46.5776
1/23/98 2,000- 46.3234
1/09/98 104,000- 43.9485
1/07/98 36,000- 43.6985
THE GABELLI SMALL CAP GROWTH FUND
1/09/98 10,000- 43.9485
THE GABELLI GLOBAL MULTI MEDIA TRUST
1/07/98 4,000- 43.6985
THE GABELLI EQUITY TRUST,INC.
1/16/98 3,000 45.0500
1/15/98 9,000- 44.6568
1/09/98 15,000- 43.9485
THE GABELLI ASSET FUND
1/28/98 3,000- 46.4485
THE GABELLI CAPITAL ASSET FUND
2/13/98 2,000 47.3000
2/11/98 5,000 47.4400
2/10/98 20,000 46.8606
2/09/98 5,000 45.9150
GAMCO INVESTORS, INC.
3/04/98 500- 47.4063
3/02/98 300- 47.5000
2/25/98 1,000 44.8750
2/20/98 3,000 45.6667
2/11/98 800 47.1250
2/10/98 4,200 46.4365
2/06/98 1,500 45.3750
1/14/98 1,000 44.2969
3/06/98 14,600- 46.7761
3/06/98 200 47.5625
SCHEDULE II
INFORMATION WITH RESPECT TO
TRANSACTIONS EFFECTED DURING THE PAST SIXTY DAYS OR
SINCE THE MOST RECENT FILING ON SCHEDULE 13D (1)
SHARES PURCHASED AVERAGE
DATE SOLD(-) PRICE(2)
COMMON STOCK-MEDIA GENERAL CL A
GAMCO INVESTORS, INC.
3/05/98 500- 47.5625
3/05/98 3,400- 46.6250
3/04/98 1,000- 47.5625
3/04/98 500- 47.8125
3/04/98 300- 47.4063
3/03/98 1,500- 47.6250
3/03/98 1,300- *DO
3/02/98 2,000- 47.7188
3/02/98 400 47.2500
3/02/98 2,000- 47.6875
2/27/98 1,000 46.5625
2/25/98 2,000 45.2375
2/25/98 1,000 44.8750
2/24/98 500 46.3750
2/23/98 1,500 46.6250
2/20/98 2,000 45.7500
2/20/98 500- *DO
2/10/98 14,000 46.4365
2/10/98 300- 45.2500
2/10/98 7,000 46.2357
2/10/98 300 45.2500
2/09/98 400 45.1875
2/05/98 300 45.2500
2/03/98 500 45.2500
2/02/98 1,000- 45.2500
1/31/98 2,500- *DO
1/29/98 2,000 46.0000
1/29/98 500- 46.1250
1/28/98 1,700- 46.2426
1/27/98 1,000- 46.2500
1/26/98 2,000- 46.0000
1/22/98 300 45.5000
1/21/98 3,500- 45.4464
1/21/98 2,000- 45.3750
1/20/98 1,000 45.2500
1/16/98 1,800 45.3750
1/15/98 2,000 45.3750
1/15/98 1,700- 45.4743
1/14/98 4,200 44.2560
1/14/98 1,000 44.2500
1/14/98 1,000 44.2969
1/14/98 500 44.1875
SCHEDULE II
INFORMATION WITH RESPECT TO
TRANSACTIONS EFFECTED DURING THE PAST SIXTY DAYS OR
SINCE THE MOST RECENT FILING ON SCHEDULE 13D (1)
SHARES PURCHASED AVERAGE
DATE SOLD(-) PRICE(2)
COMMON STOCK-MEDIA GENERAL CL A
GAMCO INVESTORS, INC.
1/14/98 1,000- 44.0000
1/13/98 2,000 43.8906
1/09/98 1,500 43.8750
1/09/98 500 44.0000
1/09/98 300 43.7500
1/08/98 2,800 43.9129
1/08/98 8,000 44.1797
1/08/98 1,000- 44.1563
1/08/98 1,500- 44.1250
1/07/98 500 42.7500
1/06/98 1,200 43.0000
1/06/98 8,300 42.7846
(1) UNLESS OTHERWISE INDICATED, ALL TRANSACTIONS WERE EFFECTED
ON THE AMERICAN STOCK EXCHANGE.
(2) PRICE EXCLUDES COMMISSION.
(*) RESULTS IN CHANGE OF DISPOSITIVE POWER AND BENEFICIAL OWNERSHIP.
