MEDIA GENERAL INC
10-Q, 1998-05-08
NEWSPAPERS: PUBLISHING OR PUBLISHING & PRINTING
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                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC. 20549
                                    Form 10-Q

[X]      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES 
         EXCHANGE ACT OF 1934

                  For the quarterly period ended March 29, 1998

                                       OR

[  ]     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES 
         EXCHANGE ACT OF 1934

              For the transition period from_________ to__________

                         Commission file number: 1-6383

                               MEDIA GENERAL, INC.
             (Exact name of registrant as specified in its charter)

        Commonwealth of Virginia                             54-0850433
     (State or other jurisdiction of                      (I.R.S. Employer
     incorporation or organization)                      Identification No.)

            333 E. Grace St., Richmond, VA                           23219
       (Address of principal executive offices)                   (Zip Code)

                                 (804) 649-6000
              (Registrant's telephone number, including area code)

                                       N/A
                                       ---
              (Former name, former address and former fiscal year,
                         if changed since last report.)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days.

                               Yes      X                No
                                  --------------           --------------
Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock as of May 3, 1998.

                            Class A Common shares:  26,169,518
                            Class B Common shares:     556,574


<PAGE>
<TABLE>


                               MEDIA GENERAL, INC.
                                TABLE OF CONTENTS
                                FORM 10-Q REPORT
                                 MARCH 29, 1998
<CAPTION>
<S> <C>
                                                                                                                 Page
                                                                                                                 ----
Part I.    Financial Information

       Item 1.     Financial Statements

                      Consolidated Condensed Balance Sheets - March 29, 1998,
                      and December 28, 1997                                                                         1

                      Consolidated Condensed Statements of Operations - Three months
                      ended March 29, 1998, and March 30, 1997                                                      3

                      Consolidated Condensed Statements of Cash Flows - Three
                      months ended March 29, 1998, and March 30, 1997                                               4

                      Notes to Consolidated Condensed Financial Statements                                          5

       Item 2.     Management's Discussion and Analysis of Financial Condition
                   and Results of Operations                                                                        6

Part II.   Other Information

       Item 6.     Exhibits and Reports on Form 8-K                                                                12

                      (a)    Exhibits

                      (b)    Reports on Form 8-K

Signatures                                                                                                         13
</TABLE>


<PAGE>
<TABLE>

                         PART I - FINANCIAL INFORMATION

Item 1.           Financial Statements

                               MEDIA GENERAL, INC.
                      CONSOLIDATED CONDENSED BALANCE SHEETS
                                   (Unaudited)
                              (000's except shares)

<CAPTION>
                                                                            March 29,               December 28,
                                                                              1998                      1997
                                                                       -----------------         ------------------
<S> <C>
ASSETS

Current assets:
     Cash and cash equivalents                                         $           5,694         $            3,504
     Accounts receivable - net                                                    97,761                    109,287
     Inventories                                                                  15,949                     17,594
     Other                                                                        26,548                     32,268
                                                                       -----------------         ------------------
         Total current assets                                                    145,952                    162,653
                                                                       -----------------         ------------------

Investments in unconsolidated affiliates                                         130,427                    132,209

Other assets                                                                      32,845                     28,519

Property, plant and equipment - net                                              502,112                    504,906

Excess of cost over fair value of net identifiable assets
     of acquired businesses - net                                                665,129                    572,458

FCC licenses and other intangibles - net                                         409,383                    413,456
                                                                       -----------------         ------------------

                                                                       $       1,885,848         $        1,814,201
                                                                       =================         ==================










                             See accompanying notes.




                                       1
<PAGE>



                               MEDIA GENERAL, INC.
                      CONSOLIDATED CONDENSED BALANCE SHEETS
                                   (Unaudited)
                              (000's except shares)
<CAPTION>

                                                                            March 29,               December 28,
                                                                              1998                      1997
                                                                       -----------------         ------------------
LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
     Accounts payable                                                  $          27,721         $           31,599
     Accrued expenses and other liabilities                                      106,629                     98,190
     Income taxes payable                                                          2,471                      1,422
                                                                       -----------------         ------------------
         Total current liabilities                                               136,821                    131,211
                                                                       -----------------         ------------------

Long-term debt                                                                   957,515                    900,140

Deferred income taxes                                                            248,175                    249,649

Other liabilities and deferred credits                                           119,695                    114,975

Stockholders' equity:
     Preferred stock ($5 cumulative convertible), par value $5 per share:
              Authorized 5,000,000 shares;
                  none outstanding
     Common stock, par value $5 per share:
         Class A, authorized 75,000,000 shares; issued
              26,150,862 and 26,172,424 shares                                   130,754                    130,862
         Class B, authorized 600,000 shares; issued
              556,574 shares                                                       2,783                      2,783
     Additional paid-in capital                                                   16,725                     16,733
     Unearned compensation                                                        (1,838)                    (2,100)
     Retained earnings                                                           275,218                    269,948
                                                                       -----------------         ------------------
         Total stockholders' equity                                              423,642                    418,226
                                                                       -----------------         ------------------

                                                                       $       1,885,848         $        1,814,201
                                                                       =================         ==================






                             See accompanying notes.


                                       2

<PAGE>


                               MEDIA GENERAL, INC.
                 CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
                                   (Unaudited)
                        (000's except for per share data)
<CAPTION>

                                                                                  Three Months Ended
                                                                       --------------------------------------------
                                                                            March 29,                 March 30,
                                                                              1998                      1997
                                                                       -----------------         ------------------

Revenues                                                               $         234,681         $         216,145
                                                                       -----------------         ------------------

Operating costs:
     Production costs                                                            117,489                    111,995
     Selling, distribution and administrative                                     58,187                     56,027
     Depreciation and amortization                                                26,283                     23,321
                                                                       -----------------         ------------------
         Total operating costs                                                   201,959                    191,343
                                                                       -----------------         ------------------

Operating income                                                                  32,722                     24,802
                                                                       -----------------         ------------------

Other income (expense):
     Interest expense                                                            (17,399)                   (15,614)
     Investment income - unconsolidated affiliates:
         Southeast Paper Manufacturing Co.                                         3,768                      1,138
         Denver Newspapers, Inc.:
              Equity in net income                                                   616                      1,564
              Preferred stock income                                               1,534                      1,502
     Other, net                                                                     (517)                       681
                                                                       -----------------         ------------------

         Total other income expense                                              (11,998)                   (10,729)
                                                                       -----------------         ------------------

Income before income taxes and extraordinary item                                 20,724                     14,073

Income taxes                                                                       7,979                      5,840


Income before extraordinary item                                                  12,745                      8,233
Extraordinary item from early redemption of debt
     (net of income tax benefit of $38,613)                                          ---                    (63,000)
                                                                       -----------------         ------------------

Net income (loss)                                                      $          12,745         $          (54,767)
                                                                       =================         ==================

Earnings (loss) per common share and equivalent:
     Income before extraordinary item                                  $            0.48         $             0.31
     Extraordinary item                                                              ---                      (2.39)
                                                                       -----------------         ------------------

     Net income (loss)                                                 $            0.48         $            (2.08)
                                                                       =================         ==================

Earnings (loss) per common share and equivalent -- assuming dilution:
     Income before extraordinary item                                  $            0.47         $             0.31
     Extraordinary item                                                              ---                      (2.37)
                                                                       -----------------         ------------------
     Net income (loss)                                                              0.47                      (2.06)
                                                                       =================         ==================

Dividends paid per common share                                        $            0.14         $             0.13
                                                                       =================         ==================


                             See accompanying notes.


                                       3
<PAGE>


                               MEDIA GENERAL, INC.
                 CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
                                   (Unaudited)
                                     (000's)
<CAPTION>

                                                                                   Three Months Ended
                                                                       ---------------------------------------------
                                                                            March 29,                 March 30,
                                                                              1998                      1997
                                                                       ------------------        -------------------

Operating activities:

Net income (loss)                                                      $          12,745         $          (54,767)

Adjustments to reconcile net income (loss):
     Extraordinary item                                                              ---                     63,000
     Depreciation and amortization                                                26,283                     23,321
     Deferred income taxes                                                        (1,668)                    (1,188)
     Investment income -- unconsolidated affiliates,
         net of distributions                                                      1,782                     (1,504)
     Change in assets and liabilities:
         Accounts receivable and inventories                                      15,217                      7,861
         Other                                                                    (4,832)                    (9,376)
                                                                       -----------------         ------------------

Net cash provided by operating activities                                         49,527                     27,347
                                                                       -----------------         ------------------

Investing activities:
     Capital expenditures                                                        (10,619)                    (9,994)
     Purchase of businesses (1997-net of $476 million
         of debt assumed)                                                        (92,613)                  (273,247)
     Sale of businesses (1997-net of $90,944 placed in trust)                        ---                     48,620
     Other, net                                                                    1,153                        120
                                                                       -----------------         ------------------
Net cash used by investing activities                                           (102,079)                  (234,501)
                                                                       -----------------         ------------------

Financing activities:
     Increase in debt                                                            184,000                    963,000
     Payment of debt                                                            (127,071)                  (667,000)
     Premiums and costs related to early redemption
         of  Park debt                                                               ---                    (84,703)
     Dividends paid                                                               (3,736)                    (3,460)
     Other, net                                                                    1,549                        411
                                                                       -----------------         ------------------

Net cash provided by financing activities                                         54,742                    208,248
                                                                       -----------------         ------------------

Net increase in cash and cash equivalents                                          2,190                      1,094
Cash and cash equivalents at beginning of year                                     3,504                      4,471
                                                                       -----------------         ------------------

Cash and cash equivalents at end of period                             $           5,694         $            5,565
                                                                       =================         ==================

Supplemental  disclosures of cash flow information:
Cash paid during the period for:
     Interest (net of amount capitalized)                              $          16,344         $            7,532
     Income taxes                                                      $           6,096         $            5,392

                             See accompanying notes.

</TABLE>
                                       4
<PAGE>


                               MEDIA GENERAL, INC.
              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                   (Unaudited)

         1. The  accompanying   unaudited   consolidated   condensed  financial
statements have been prepared in accordance with generally  accepted  accounting
principles  for  interim  financial  reporting,  and with  applicable  quarterly
reporting  regulations of the Securities  and Exchange  Commission.  They do not
include all of the  information  and  footnotes  required by generally  accepted
accounting principles for complete financial statements and, accordingly, should
be read in conjunction  with the consolidated  financial  statements and related
footnotes  included  in the  Company's  Annual  Report on Form 10-K for the year
ended December 28, 1997.

            In  the opinion of management, all adjustments (consisting of normal
recurring  adjustments)  considered necessary for a fair presentation of interim
financial  information  have  been  included.  Certain  items in 1997  have been
reclassified   to   conform   with  the   current   year's   presentation.   The
reclassifications  have no effect  on net  income as  previously  reported.  The
results of operations for interim periods are not necessarily  indicative of the
results that may be expected for the full fiscal year.

         2. On January 2, 1998, Media General, Inc. acquired,  for approximately
$93 million,  the assets of the Bristol  Herald  Courier,  a daily  newspaper in
southwestern Virginia, and two affiliated weekly newspapers. The transaction was
accounted  for as a  purchase  and  Bristol's  results of  operations  have been
included in the Company's  results since the date of  acquisition.  The purchase
price has been allocated to the assets acquired based on a preliminary appraisal
of estimated fair values.  Such estimated  values may change as the appraisal is
finalized and more facts become known.

            In late  January,  the Company  agreed to purchase the Hickory Daily
Record located in northwestern North Carolina and in late February announced the
sale of its Kentucky  newspaper  properties  acquired  with the 1997 purchase of
Park. These transactions are expected to close later in 1998.

         3. Inventories are principally raw materials.

         4. The following  table sets forth the computation of basic and diluted
earnings per share:
<TABLE>
<CAPTION>

                                                  Quarter Ended March 29, 1998                 Quarter Ended March 30, 1997
                                             -------------------------------------       ---------------------------------------
                                               Income        Shares      Per Share          Income        Shares       Per Share
(In thousands, except per share amounts)     (Numerator) (Denominator)     Amount        (Numerator)   (Denominator)     Amount
                                             -------------------------------------       ---------------------------------------
<S> <C>
Basic EPS
Income available to common stock-
   holders before extraordinary item            $12,745      26,503         $ 0.48         $ 8,233        26,319          $ 0.31
                                                                            ======                                        ======

Effect of dilutive securities
Stock options                                                   262                                          139
Restricted stock and other                           (5)         79                            (11)          149
                                             ----------------------                        ---------------------

Diluted EPS
Income available to common stock-
   holders + assumed conversions                $12,740      26,844         $ 0.47         $ 8,222        26,607          $ 0.31
                                             =====================================         =====================================
</TABLE>


                                       5
<PAGE>


Item 2.  Management's Discussion and Analysis of Financial Condition and Results
         of Operations

OVERVIEW

Media General is an independent,  publicly owned communications company situated
primarily in the Southeast  with  interests in  newspapers,  broadcast and cable
television, recycled newsprint production, and diversified information services.

The Company's fiscal year ends on the last Sunday in December.
<TABLE>

                               Media General, Inc.
                          Business Segment Information
                                   (Unaudited)
                                     (000's)
<CAPTION>
<S> <C>
                                                                                  Three Months Ended
                                                                       --------------------------------------------
                                                                            March 29,                 March 30,
                                                                              1998                      1997
                                                                       -----------------         ------------------
Revenues:
     Publishing                                                        $         125,792         $          115,757
     Broadcast Television                                                         37,527                     35,939
     Cable Television                                                             38,647                     38,102
     Newsprint                                                                    32,715                     26,347
                                                                       -----------------         ------------------
         Total revenues                                                $         234,681         $          216,145
                                                                       =================         ==================

Operating income:
     Publishing                                                        $          22,288         $           18,751
     Broadcast Television                                                            822                      3,147
     Cable Television                                                              6,729                      7,235
     Newsprint                                                                     2,883                     (4,331)
                                                                       -----------------         ------------------
         Total operating income                                        $          32,722         $           24,802
                                                                       =================         ==================

Operating cash flow:
     Publishing                                                        $          32,331         $           27,910
     Broadcast Television                                                          8,512                      9,154
     Cable Television                                                             13,531                     13,753
     Newsprint                                                                     4,631                     (2,694)
                                                                       -----------------         ------------------
         Total operating cash flow                                     $          59,005         $           48,123
                                                                       =================         ==================
</TABLE>


ACQUISITIONS AND DISPOSITIONS

In January  1998 the  Company  acquired  the  Bristol  Herald  Courier,  a daily
newspaper  in  southwestern  Virginia,  and two  affiliated  weekly  newspapers.
Additionally, the Company agreed to purchase The Hickory Daily Record located in
northwestern  North  Carolina and announced  the sale of its Kentucky  newspaper
properties  acquired in 1997 with the purchase of Park.  See Note 2 of this Form
10-Q for further details about these transactions.


                                       6
<PAGE>
<TABLE>


CONSOLIDATED OPERATING RESULTS
<CAPTION>
<S> <C>
(In thousands, except per share data)
                                                                             First Quarter Ended
                                                       --------------------------------------------------------------
                                                          March 29,               March 30,
                                                            1998                    1997                   Change
                                                       --------------           -------------           -------------
Revenues                                               $    234,681             $     216,145                    9%
Net Income                                                   12,745                   (54,767) *                ---
Earnings Per Share                                             0.48                     (2.08) *                ---
Earnings Per Share - Assuming Dilution                         0.47                     (2.06) *                ---

* Includes  extraordinary  charge from early redemption of debt ($63 million net
of a tax benefit of $38.6 million;  $2.39 per share or $2.37 per  share-assuming
dilution)



SEGMENT OPERATING RESULTS

The following  discussion of segment  operating  results is primarily focused on
the  year-over-year  comparative  performance  of the  Company.  Each  segment's
operating  results  include  operating  cash flow  information  in  addition  to
revenues,  operating expenses and operating income.  Operating cash flow amounts
presented with business  segment  information  represent  operating  income plus
depreciation and amortization of intangible assets.  Such cash flow amounts vary
from net cash provided by operating activities, as presented in the Consolidated
Statements  of Cash Flows,  because cash payments for interest and taxes are not
reflected,  nor are the cash flow effects of  non-operating  items or changes in
certain  operations-related  balance sheet  accounts.  The Company  believes the
presentation  of operating  cash flow amounts is important for several  reasons.
First,  fluctuations in depreciation and amortization  from year to year are not
necessarily indicative of the underlying  performance of a company.  Second, the
year-over-year  change  in  operating  cash  flow  can be a  useful  measure  of
performance  and present a  meaningful  indicator  of results  that may occur in
future  periods.  Finally,   acquisition  values  of  communications  and  media
businesses are often based on multiples of operating cash flow.


PUBLISHING
(In thousands)
<CAPTION>
                                                                             First Quarter Ended
                                                       --------------------------------------------------------------
                                                          March 29,               March 30,
                                                            1998                    1997                   Change
                                                       --------------           -------------           -------------
Revenues                                               $    125,792             $     115,757                  9%
Operating Expense                                           103,504                    97,006                  7
Operating Income                                             22,288                    18,751                 19
Depreciation & Amortization                                  10,043                     9,159                 10
Operating Cash Flow                                          32,331                    27,910                 16
</TABLE>
Publishing revenues increased $10 million (9%) in the first quarter of 1998 from
the comparable 1997 period. At the Company's metropolitan newspaper group, which
includes its three largest daily  newspapers,  revenues rose $4.3 million due to
increases  in  average   advertising   rates  and  in  linage  (2.7%  and  3.7%,
respectively).  These first quarter  advertising  increases were principally the
result of 

                                       7
<PAGE>

strong  performances  in  classified  advertising  (led  by the  employment  and
automotive  categories),  along with solid contributions from general and retail
advertising.  The Company's  recently  acquired Bristol Herald Courier (Bristol)
also generated $3.6 million in revenues.  The remaining $2.1 million increase in
Publishing  revenues  came from the Company's  other daily and weekly  community
newspapers, primarily due to strong classified advertising revenues.

Publishing  operating  expense  increased  $6.5 million in the first  quarter of
1998.  This  increase was  attributable  to several  factors.  First,  newsprint
expense increased $2.5 million from the comparable quarter a year ago, up due to
increased cost per ton.  Second,  the addition of Bristol in early January added
$2 million of expense before amortization.  Additionally,  employee compensation
and benefit costs at the  Company's  existing  newspapers  increased $.7 million
over the prior-year equivalent period.

Operating  income for Publishing rose $3.5 million (19%) in the first quarter of
1998 from the  prior-year  period.  The majority of this increase was due to the
combination  of  robust  advertising  revenues  and the  inclusion  of  Bristol,
partially offset by increased newsprint expense.

<TABLE>
BROADCAST TELEVISION
(In thousands)
<CAPTION>
<S> <C>
                                                                             First Quarter Ended
                                                      --------------------------------------------------------------
                                                          March 29,               March 30,
                                                            1998                    1997                   Change
                                                       --------------           -------------           ------------
Revenues                                               $     37,527             $      35,939                 4%
Operating Expense                                            36,705                    32,792                12
Operating Income                                                822                     3,147               (74)
Depreciation & Amortization                                   7,690                     6,007                28
Operating Cash Flow                                           8,512                     9,154                (7)
</TABLE>

Broadcast  revenues  increased  $1.6 million in the first quarter of 1998.  This
increase  was due to solid  local  advertising  revenues,  the most  significant
portion was  attributable  to the 1998 Winter  Olympics at the Company's six CBS
affiliates.  Despite strong Olympic  results at these CBS  affiliates,  national
revenues  rose only  slightly due to decreased  national  buys at the  Company's
largest station, WFLA-TV (NBC) in Tampa, Florida.

The operating  expenses in the Broadcast  Segment  increased $3.9 million in the
first three  months of 1998.  Programming  costs and employee  compensation  and
benefits  expense  increased  $.9 million and $1.5  million,  respectively.  The
higher  expense  levels in 1998's  first  quarter  were  expected  as steps were
initiated  in  1997 to  invigorate  the  performance  at the  recently  acquired
stations . These steps included  upgrading  programming  and equipment and fully
staffing  and  competitively  compensating  personnel  in  conjunction  with the
repositioning and relaunching of these stations.  In addition,  depreciation and
amortization expense rose $1.7 million.

Broadcast  operating income decreased $2.3 million in the first quarter of 1998.
The drop was  attributable to increased  expenditures  at the recently  acquired
stations  to enhance  their  performance  and to position  them to compete  more
effectively in their markets, as well as to increased amortization.

                                       8
<PAGE>
<TABLE>


CABLE TELEVISION
(In thousands)
<CAPTION>
<S> <C>
                                                                             First Quarter Ended
                                                      --------------------------------------------------------------
                                                          March 29,               March 30,
                                                            1998                    1997                   Change
                                                       --------------           -------------           ------------
Revenues                                               $     38,647             $      38,102                 1%
Operating Expense                                            31,918                    30,867                 3
Operating Income                                              6,729                     7,235                (7)
Depreciation & Amortization                                   6,802                     6,518                 4
Operating Cash Flow                                          13,531                    13,753                (2)

Revenues at the Company's Cable Television Segment rose $.5 million in the first
quarter of 1998.  The  increase  was  primarily  attributable  to the  Company's
Fairfax County,  Virginia,  cable system (Fairfax Cable),  as a result of a 3.3%
increase in the number of subscribers  (to 236,600 at March 29, 1998),  together
with a combined average increase of 2.4% in basic and expanded subscriber rates.

Operating  expenses in the Cable Segment in the first quarter of 1998  increased
$1  million  over  last  year's  same  period.   This   increase  was  primarily
attributable  to a  $.9  million  rise  in  programming  costs,  due  to  higher
programming rates and the expansion of the subscriber base at Fairfax Cable.

Cable operating  income  decreased $.5 million in the first quarter of 1998 from
the year-earlier  period. The decrease reflects  increased  programming costs at
Fairfax Cable due to higher  contractual  rates,  partially  offset by increased
revenue at that location due to its expanding subscriber base.


NEWSPRINT
(In thousands)
<CAPTION>
                                                                             First Quarter Ended
                                                      --------------------------------------------------------------
                                                          March 29,               March 30,
                                                            1998                    1997                   Change
                                                       --------------           -------------           ------------
Revenues                                               $     32,715             $      26,347                24%
Operating Expense                                            29,832                    30,678                (3)
Operating Income (Loss)                                       2,883                    (4,331)              ---
Depreciation & Amortization                                   1,748                     1,637                 7
Operating Cash Flow                                           4,631                    (2,694)              ---
</TABLE>

Newsprint Segment revenues  increased $6.4 million (24%) in the first quarter of
1998,  reflecting the results of the Company's Garden State Paper (Garden State)
newsprint mill,  located in Garfield,  New Jersey.  The increase resulted from a
14.5% increase in the average  realized  selling price per ton,  combined with a
9.5% increase in tons sold.  Newsprint  selling prices have gradually  increased
over the past year, with average realized  newsprint  selling prices rising from
$456 per ton in the  first  quarter  of 1997 to $522  per ton in the  comparable
period of 1998.

Newsprint  Segment  operating  expense  dropped  $.8  million  in 1998  from the
comparable 1997 amount.  This decline was principally the result of a $1 million
decrease in energy costs due to the  extremely  mild winter and of a $.7 million
reduction  in  chemical  expense  due to deinking  process  improvements.  These
decreases were partially offset by a rise in other expenses due to the increased
production volume.

                                       9
<PAGE>

Newsprint  operating income rose $7.2 million,  from a $4.3 million loss in 1997
to income of $2.9 million in 1998.  The increase  resulted  primarily from a $66
increase in average  realized  selling price per ton as compared to the year-ago
quarter. In addition,  improved production efficiency at Garden State and a mild
1998 winter also contributed to the overall operating profit improvement.



UNCONSOLIDATED AFFILIATES

The Company's  investment income from unconsolidated  affiliates  increased $1.7
million in the first  quarter of 1998 from the  comparable  period of 1997.  The
increase was attributable to the Company's share of the operating results of its
Southeast  Paper  Manufacturing  Company  (SEPCO)  newsprint  affiliate,   which
increased $2.6 million from the previous year. SEPCO's revenues increased 13% in
the  first  quarter  of 1998 as a result of a 15% rise in the  average  realized
selling price,  to $526 per ton from $457 per ton in the  comparable  prior-year
period, which more than offset the effect of a 2.3% decrease in tons sold.

Income  earned from the  Company's  Denver  Newspapers,  Inc.  (DNI),  affiliate
decreased $.9 million in the first quarter of 1998 from the comparable period of
1997. The decrease was attributable to increased operating  expenses,  primarily
newsprint and  advertising  costs,  which were only  partially  offset by strong
advertising revenue growth.

INTEREST EXPENSE

Interest  expense of $17.4 million  represented  a $1.8 million  increase in the
first quarter of 1998 over the comparable  year-earlier period. The increase was
due to a $115.7 million rise in average debt  outstanding,  primarily the result
of the recent Bristol  acquisition.  The Company's average  effective  borrowing
rate of 7.2% in the first  quarter of 1998 remained  essentially  flat with last
year's equivalent period rate.

NON-OPERATING ITEMS

Other,  net, declined from income of $.7 million in the first quarter of 1997 to
an expense of $.5 million in the comparable period of 1998. The majority of this
decline was attributable to a reduction in interest income.

INCOME TAXES

The Company's  effective  tax rate was 38.5% in the first quarter of 1998,  down
from 41.5% (excluding the extraordinary  item) in the previous year's comparable
period  principally  as a result of a higher  level of  deferred  tax credits on
intangible  assets.  Income tax expense rose $2.1 million from the first quarter
of 1997 on a pretax earnings increase of $6.7 million.

NET INCOME (LOSS)

Net income for 1998's first quarter was $12.7 million ($0.48 per share, or $0.47
per share - assuming  dilution)  compared to a $54.8  million  loss in the first
quarter of 1997, the result of a $63 million  extraordinary charge, net of a tax
benefit  of $38.6  million,  ($2.39  per  share,  or $2.37 per share -  assuming
dilution) related to the early redemption of Park's high coupon debt in February
1997. Excluding this extraordinary item, net income rose $4.5 million, 55% above
the year-ago  period.  The Newsprint and  Publishing  Segments had  particularly
strong  performances:  Newsprint produced a $7.2 million positive  turnaround in
operating profit and Publishing posted a 19% increase in operating

                                       10
<PAGE>

profit.  This improved  performance  more than offset  declines in Broadcast and
Cable Television  operating  income and a moderate  increase in interest expense
related to the recent Bristol acquisition.

LIQUIDITY AND CAPITAL RESOURCES

Funds generated by operating activities during the first quarter of 1998 totaled
$49.5 million, up $22.2 million from the comparable period of 1997. The increase
was due to a combination of factors,  including:  an additional  $7.4 million of
funds  generated  in  the  current  year  as a  result  of  accounts  receivable
collections and inventory  reductions,  a $5 million  distribution from SEPCO, a
$4.5 million increase in net income (excluding the extraordinary item), and a $3
million rise in non-cash  depreciation  and  amortization.  Funds generated from
operating  activities,  coupled  with funds  provided by  financing  activities,
supplied  the $92.6  million  used for the  acquisition  of  Bristol,  the $10.6
million for capital  expenditures  and the $3.7  million used for the payment of
dividends to stockholders.

Total debt outstanding at March 29, 1998, was $957.5 million, down $90.8 million
from the year-ago level of $1,048.3  million,  but up from the December 28, 1997
level of $900.1 million.  This $57.4 million increase from year end was directly
attributable  to the $90 million in borrowings  for the Bristol  acquisition  in
early 1998, a portion of which has already been repaid with funds generated from
operations.  The  Company's  unused  credit lines  available  from its committed
revolving credit facility were $320 million at March 29, 1998.

The Company has  interest  rate swaps  totaling  $800  million  with  maturities
ranging from less than one year to six years. These swap agreements  effectively
converted variable rate debt to fixed rate debt at interest rates  approximating
6.8% at March 29, 1998.

The Company  anticipates that internally  generated funds provided by operations
during  1998,  together  with  existing  credit  facilities,  will be more  than
adequate to finance other possible acquisitions, projected capital expenditures,
dividends to stockholders, and working capital needs.

OUTLOOK

The Company  expects to build on the strong  first  quarter  results  during the
remainder  of  1998.   The  Newsprint   Segment  is  expected  to  continue  its
year-over-year  profit growth as a result of improved  newsprint selling prices.
The Publishing  Segment also anticipates  excellent results due in large part to
robust  advertising  revenues.  Strong  February  rating  books  at  most of our
broadcast affiliates and renewal of our Fairfax Cable franchise, expected in the
second quarter, should also make positive contributions. Together, these factors
are expected to produce higher year-over-year net income for the Company.


                                       11
<PAGE>


                           PART II. OTHER INFORMATION

Item 6.           Exhibits and Reports on Form 8-K

(a)      Exhibits

         27.1  Financial Data Schedule for the period ended March 29, 1998.

         27.2  Restated  Financial  Data Schedule for the period ended March 30,
               1997.

(b)      Reports on Form 8-K

         No  reports on Form 8-K were filed by the  Company  during the  quarter
         ended March 29,1998.

                                       12
<PAGE>


                                   SIGNATURES

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.


                                      MEDIA GENERAL, INC.



DATE:         May 8, 1998             /s/ J. Stewart Bryan III
                                      ------------------------
                                      J. Stewart Bryan III, Chairman, President
                                      and Chief Executive Officer



DATE:         May 8, 1998             /s/ Marshall N. Morton
                                      ----------------------
                                      Marshall N. Morton
                                      Senior Vice President and Chief Financial
                                      Officer

                                       13

<TABLE> <S> <C>

<ARTICLE>                                            5
<LEGEND>
THIS  SCHEDULE  CONTAINS  SUMMARY  FINANCIAL  INFORMATION  EXTRACTED  FROM MEDIA
GENERAL, INC.'S CONSOLIDATED CONDENSED BALANCE SHEETS AND CONSOLIDATED CONDENSED
STATEMENTS OF  OPERATIONS  AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER>                                                              1,000
       
<S>                                                  <C>
<PERIOD-TYPE>                                        3-mos
<FISCAL-YEAR-END>                                                                DEC-27-1998
<PERIOD-END>                                                                     MAR-29-1998
<CASH>                                                                           5,694
<SECURITIES>                                                                     0
<RECEIVABLES>                                                                    104,150
<ALLOWANCES>                                                                     6,389
<INVENTORY>                                                                      15,949
<CURRENT-ASSETS>                                                                 145,952
<PP&E>                                                                           1,093,927
<DEPRECIATION>                                                                   591,815
<TOTAL-ASSETS>                                                                   1,885,848
<CURRENT-LIABILITIES>                                                            136,821
<BONDS>                                                                          957,515
                                                            0
                                                                      0
<COMMON>                                                                         133,537
<OTHER-SE>                                                                       290,105
<TOTAL-LIABILITY-AND-EQUITY>                                                     1,885,848
<SALES>                                                                          234,681
<TOTAL-REVENUES>                                                                 234,681
<CGS>                                                                            117,489
<TOTAL-COSTS>                                                                    117,489
<OTHER-EXPENSES>                                                                 26,283
<LOSS-PROVISION>                                                                 0
<INTEREST-EXPENSE>                                                               17,399
<INCOME-PRETAX>                                                                  20,724
<INCOME-TAX>                                                                     7,979
<INCOME-CONTINUING>                                                              12,745
<DISCONTINUED>                                                                   0
<EXTRAORDINARY>                                                                  0

<CHANGES>                                                                        0
<NET-INCOME>                                                                     12,745
<EPS-PRIMARY>                                                                    0.48
<EPS-DILUTED>                                                                    0.47
        


</TABLE>

<TABLE> <S> <C>


<ARTICLE>                                            5
<LEGEND>
THIS  SCHEDULE  CONTAINS  SUMMARY  FINANCIAL  INFORMATION  EXTRACTED  FROM MEDIA
GENERAL, INC.'S CONSOLIDATED CONDENSED BALANCE SHEETS AND CONSOLIDATED CONDENSED
STATEMENTS OF  OPERATIONS  AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER>                                                              1,000
       
<S>                                                  <C>
<PERIOD-TYPE>                                        3-MOS
<FISCAL-YEAR-END>                                                                DEC-28-1997
<PERIOD-END>                                                                     MAR-30-1997
<CASH>                                                                           5,565
<SECURITIES>                                                                     0
<RECEIVABLES>                                                                    96,696
<ALLOWANCES>                                                                     6,362
<INVENTORY>                                                                      19,241
<CURRENT-ASSETS>                                                                 148,482
<PP&E>                                                                           1,067,701
<DEPRECIATION>                                                                   542,692
<TOTAL-ASSETS>                                                                   1,848,435
<CURRENT-LIABILITIES>                                                            130,650
<BONDS>                                                                          1,048,000
                                                            0
                                                                      0
<COMMON>                                                                         133,084
<OTHER-SE>                                                                       243,377
<TOTAL-LIABILITY-AND-EQUITY>                                                     1,848,435
<SALES>                                                                          216,145
<TOTAL-REVENUES>                                                                 216,145
<CGS>                                                                            111,995
<TOTAL-COSTS>                                                                    111,995
<OTHER-EXPENSES>                                                                 23,321
<LOSS-PROVISION>                                                                 0
<INTEREST-EXPENSE>                                                               15,614
<INCOME-PRETAX>                                                                  14,073
<INCOME-TAX>                                                                     5,840
<INCOME-CONTINUING>                                                              8,233
<DISCONTINUED>                                                                   0
<EXTRAORDINARY>                                                                  (63,000)

<CHANGES>                                                                        0
<NET-INCOME>                                                                     (54,767)
<EPS-PRIMARY>                                                                    (2.08)
<EPS-DILUTED>                                                                    (2.06)
        

</TABLE>


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