MEDIA GENERAL INC, DEF 14A, 1998-03-30

MEDIA GENERAL INC
DEF 14A, 1998-03-30
NEWSPAPERS: PUBLISHING OR PUBLISHING & PRINTING

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SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )

Filed by the Registrant (X)
Filed by a Party other than the Registrant ( )

Check the appropriate box:

( ) Preliminary Proxy Statement ( ) Confidential, for Use of the
Commission Only (as permitted
by Rule 14a-6(e)(2))
(X) Definitive Proxy Statement
( ) Definitive Additional Materials
( ) Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12

MEDIA GENERAL, INC.
(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if other than Registrant)

Payment of Filing Fee (Check the appropriate box):

(X) No fee required

( ) Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

1) Title of each class of securities to which transaction applies:

2) Aggregate number of securities to which transaction applies:

3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):

4) Proposed maximum aggregate value of transaction:

5) Total fee paid:

( ) Fee paid previously with preliminary materials.

( ) Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.

1) Amount Previously Paid:

2) Form, Schedule, or Registration Statement No.:

3) Filing Party:

4) Date Filed:

<PAGE>

[MEDIA GENERAL LOGO]

Notice of 1998
Annual Meeting
and
Proxy Statement

Friday, May 15, 1998
11:00 a.m.
Richmond Newspapers Production Facility
5555 Chamberlayne Road (U.S. 301)
Mechanicsville, Virginia

<PAGE>

Media General, Inc., P.O. Box 85333 Richmond, Virginia 23293-0001
(804) 649-6000

[MEDIA GENERAL LOGO]

John Stewart Bryan III
Chairman and President

March 30, 1998

Dear Stockholder:

You are cordially invited to attend Media General's 1998 Annual
Meeting on Friday, May 15, 1998.

Our Annual Meeting will be held at the Richmond Newspapers
Production Facility, 5555 Chamberlayne Road (U.S. 301, just north of
its intersection with I-295), Mechanicsville, Virginia.

Whether or not you plan to be present at the Annual Meeting, we
value your vote. Please complete, sign and return the enclosed proxy
card at your earliest convenience.

I look forward to seeing you on May 15.

Yours sincerely,
/s/ J. Stewart Bryan III
-----------------------------
J. Stewart Bryan III

Metropolitan Newspapers o Television o CATV o Newsprint o Publishing

<PAGE>

[MEDIA GENERAL LOGO]

NOTICE OF 1998 ANNUAL MEETING OF STOCKHOLDERS

To the Class A and Class B Common Stockholders
of Media General, Inc.

Please take notice that the 1998 Annual Meeting of Stockholders of Media
General, Inc., will be held at the Richmond Newspapers Production Facility,
5555 Chamberlayne Road (U.S. 301), Mechanicsville, Virginia, on Friday, May 15,
1998, at 11:00 a.m. for the following purposes:

1. To elect a Board of Directors for the ensuing year; and

2. To act upon such other matters as properly may come before the
meeting.

Holders of the Company's Class A and Class B Common Stock of record at the
close of business on March 20, 1998, are entitled to notice of and to vote at
the meeting.

Your attention is directed to the accompanying Proxy Statement.

By Order of the Board of Directors

GEORGE L. MAHONEY, Secretary

Richmond, Virginia
March 30, 1998

Stockholders are requested to complete, date and sign the accompanying
proxy card and return it in the envelope provided, whether or not they expect
to attend the meeting in person. A proxy may be revoked at any time before it
is voted.

<PAGE>

PROXY STATEMENT

1998 Annual Meeting of Stockholders

SOLICITATION OF PROXIES

This statement is furnished in connection with the solicitation of proxies
by the Board of Directors of Media General, Inc. (the Company), to be used at
the 1998 Annual Meeting of Stockholders to be held at the Richmond Newspapers
Production Facility, 5555 Chamberlayne Road (U.S. 301, just north of its
intersection with I-295), Mechanicsville, Virginia, on Friday, May 15, 1998, at
11:00 a.m. Proxies properly executed will be voted at the meeting in accordance
with instructions. A proxy may be revoked by a Stockholder at any time before
it is voted.

The Annual Report to the Stockholders of the Company including financial
statements for the fiscal year ended December 28, 1997, and this Proxy
Statement and accompanying proxy card are being mailed to Stockholders on or
about March 30, 1998.

VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF

The Company had outstanding 26,135,562 shares of Class A Common Stock
(Class A Stock) and 556,574 shares of Class B Common Stock (Class B Stock) as
of March 20, 1998. Only holders of record at the close of business on such date
will be entitled to vote, and each share of Class A or Class B Stock will be
entitled to one vote on each matter as to which such class is entitled to vote.

The following table shows the stock ownership as of the most recent
practicable date of all persons known by the Company to have been the
beneficial owners of more than 5% of the outstanding shares of any class of the
Company's securities and the stock ownership of the directors and officers of
the Company as a group. All such information is based on information furnished
by or on behalf of the persons listed, who have sole voting power and sole
dispositive power as to all shares of Class A and Class B Stock listed unless
noted to the contrary.

<TABLE>
<CAPTION>
Amount
and Nature Percent
Name and Address of Title of Beneficial of
Beneficial Holder of Class Ownership Class
- ----------------------------------- ---------- ------------------------ --------
<S> <C>
D. Tennant Bryan Class A 2,184,243(1) 8.4%
333 East Grace Street Class B 373,000(1) 67.0%
Richmond, VA 23219
J. Stewart Bryan III Class A 1,211,175(1)(2) 4.6%
333 East Grace Street Class B 54,000(2) 9.7%
Richmond, VA 23219
Jane Bryan Brockenbrough Class B 55,580(3) 10.0%
c/o Bryan Brothers
5516 Falmouth St., Suite 302
Richmond, VA 23230
Mario J. Gabelli Class A 5,914,200(4) 22.6%
655 Third Avenue
New York, NY 10017
The Capital Group Companies, Inc. Class A 2,336,700(5) 8.9%
333 South Hope Street
Los Angeles, CA 90071
The Northern Trust Company Class A 2,759,135(6) 10.6%
50 South La Salle Street
Chicago, IL 60675
All directors and executive Class A 1,462,325(7) 5.6%
officers as a group Class B 54,000(7) 9.7%
</TABLE>

<PAGE>

- -----------
(1) The shares listed for D. Tennant Bryan include 4,800 shares of Class A
Stock held by a private foundation controlled by D. Tennant Bryan,
2,179,443 shares of Class A Stock held by The David Tennant Bryan
Revocable Declaration of Trust (The D.T. Bryan Trust) and 373,000 shares
of Class B Stock held by the D. Tennant Bryan Media Trust (the Media
Trust). D. Tennant Bryan is the grantor and has reserved a right of
revocation with respect to The D.T. Bryan Trust and the Media Trust. D.
Tennant Bryan is the sole trustee of The D.T. Bryan Trust, and D. Tennant
Bryan and J. Stewart Bryan III serve as joint trustees of the Media Trust.
D. Tennant Bryan and J. Stewart Bryan III, together with The D. T. Bryan
Trust and the Media Trust, constitute a group for certain purposes, having
aggregate beneficial ownership of 3,395,418 shares of Class A Stock and
427,000 shares of Class B Stock.

(2) The shares listed for J. Stewart Bryan III include 42,529 shares of Class A
Stock held for his benefit by the Media General, Inc. Thrift Plan Plus
(the Thrift Plan) as of January 31, 1998, and 58,025 shares of Class A
Stock registered in his name under the Media General, Inc., Restricted
Stock Plan (the Restricted Stock Plan). Shares listed for J. Stewart Bryan
III do not include 373,000 shares of Class B Stock held by the Media
Trust. The listed shares include 133,599 shares of Class A Stock subject
to currently exercisable options and 772,048 shares of Class A Stock held
by other trusts of which J. Stewart Bryan III serves as a fiduciary and
shares in the control of the voting and disposition of shares. Shares held
by trusts of which he is a beneficiary, but as to which he is not a
trustee and does not control the voting or disposition of shares, are not
included.

(3) Jane Bryan Brockenbrough additionally has sole voting and dispositive power
as to 23,000 shares of Class A Stock.

(4) The shares listed include shares held by Mr. Gabelli or entities which are
under his direct or indirect control. Mr. Gabelli and such entities, in
the aggregate, have sole dispositive power only as to 100,500 shares. Mr.
Gabelli is deemed to have beneficial ownership of all of the foregoing
shares, and one of the entities he controls, Gabelli Funds, Inc., is
deemed to have beneficial ownership of all such shares. Another such
entity holds 380 shares of Class B Stock.

(5) The Capital Group Companies, Inc., is the parent holding company of a
number of investment management companies, including several investment
adviser companies, that hold shares of the Company's Class A Stock for the
accounts of their investors. The Capital Group Companies, Inc., has sole
voting power only as to 1,257,300 of those shares.

(6) The Northern Trust Company serves as trustee of the Thrift Plan, and
2,746,535 of the Class A shares held as of January 31, 1998, are held in
that capacity. The Thrift Plan provides that shares held for the Thrift
Plan are to be voted by the trustee in the same proportion as instructions
received from participants. Subject to certain restrictions, participants
have the right to direct the disposition of shares of Class A Stock held
for their benefit by the Thrift Plan. The Northern Trust Company has sole
voting power as to all of the remaining 12,600 Class A shares.

(7) Includes an aggregate of 257,462 Class A shares subject to currently
exercisable stock options.

<PAGE>

ELECTION OF DIRECTORS

The Articles of Incorporation of the Company provide for the holders of
the Class A Stock voting separately and as a class to elect 30% of the Board of
Directors (or the nearest whole number if such percentage is not a whole
number) and for the holders of the Class B Stock to elect the balance.
Accordingly, of the nine directors to be elected, three will be Class A
Directors to be elected by the Class A Stockholders, and six will be Class B
Directors to be elected by the Class B Stockholders. The By-laws of the
Company, consistent with applicable Virginia law, provide that in the election
of each class of Directors, those receiving the greatest number of votes of
each class of Stockholders entitled to vote for such Directors shall be
elected. Abstentions and non-votes by brokers, banks and other nominee holders
of record shall not be counted for or against any nominee. The Directors
elected will serve until the next Annual Meeting of Stockholders. All of the
nominees listed below except Mr. Mudd presently are members of the Board.
Unless authority is withheld, the proxies will be voted for the election as
Directors of the persons named below, or, if for any reason any of such persons
are unavailable, for such substitutes as management may propose. The Company
has no reason to believe that any of the nominees will be unavailable. The
following material is based on information submitted by the person named.
Unless noted to the contrary, each Director has sole voting power and sole
dispositive power as to all shares listed as owned beneficially by him or her.

<TABLE>
<CAPTION>
Number and Percentage*
of Shares Beneficially
Owned March 20, 1998
Director ------------------------------------------------------------
Name Age Since Class A (1) % Class B %
- -------------------------------- ----- --------- ------------------ --------- --------------- ---------
<S> <C>
Class A Directors
Charles A. Davis ............... 49 1989 4,581 --
Robert V. Hatcher, Jr. ......... 67 1991 1,881 --
John G. Medlin, Jr. ............ 64 1994 2,381 --

Class B Directors
Robert P. Black ................ 70 1993 1,650 --
J. Stewart Bryan III ........... 59 1974 1,211,175(2) 4.6% 54,000(2) 9.7%
Marshall N. Morton ............. 52 1997 86,688(3) --
Roger H. Mudd .................. 70 -- -- --
Wyndham Robertson .............. 60 1996 300 --
Henry L. Valentine, II ......... 70 1991 38,181(4) --
</TABLE>

- -----------
*Percentages of stock ownership less than one percent are not shown.

(1) Includes shares, if any, held in the Thrift Plan as of January 31, 1998.
Does not include deferred Class A Stock units credited, as of December 31,
1997, to certain Directors' accounts pursuant to the Media General, Inc.,
Directors' Deferred Compensation Plan, as follows: Mr. Black--2,419 units;
Mr. Davis--4,258 units; Mr. Hatcher--3,851 units; Mr. Medlin--2,736 units;
Miss Robertson--1,975 units; Mr. Valentine--3,497 units. For further
information as to deferred Class A Stock units, see page 5.

(2) For further information as to stock held by Mr. Bryan, see "Voting
Securities and Principal Holders Thereof."

(3) For further information as to stock held by Mr. Morton, see "Stock
Ownership of Executive Officers."

(4) Of the shares of Class A Stock listed, Mr. Valentine shares voting and
dispositive power as a co-trustee as to 31,600 shares. The shares listed
do not include 3,000 shares of Class A Stock held by Mr. Valentine's wife,
as to which Mr. Valentine disclaims any voting or dispositive power.

<PAGE>

Directors

CHARLES A. DAVIS is a limited partner in The Goldman Sachs Group, L.P.,
and previously was a partner for more than five years in the investment banking
firm of Goldman, Sachs & Co. Mr. Davis also serves as a director of
Heilig-Meyers Company, Lechters, Inc., Merchants Bancshares, Inc. and
Progressive Corporation.

ROBERT V. HATCHER, JR. is the former Chairman of the Board and Chief
Executive Officer of Johnson & Higgins, an insurance consulting and brokerage
firm, having served in that position for more than five years.

JOHN G. MEDLIN, JR. is Chairman of the Board, and until December 31, 1993,
also was Chief Executive Officer of Wachovia Corporation. Both positions have
been held for more than five years. Mr. Medlin also serves as a director of
BellSouth Corporation, Burlington Industries, Inc., Nabisco Holdings
Corporation, National Service Industries, Inc., RJR Nabisco Holdings
Corporation and USAirways Group, Inc.

ROBERT P. BLACK retired as of December 31, 1992, as President of the
Federal Reserve Bank of Richmond, Virginia, having served in that position for
more than five years. Mr. Black also serves as a director of each of the fixed
income mutual funds sponsored by T. Rowe Price.

J. STEWART BRYAN III was elected Chairman of the Board, President and
Chief Executive Officer of the Company in July 1990. Prior to that date, he had
served as Vice Chairman of the Board and Executive Vice President of the
Company since 1985, and as Chief Operating Officer of the Company since 1989.
He is also the Chairman of Richmond Newspapers, Inc., a wholly-owned subsidiary
of the Company, and has been Publisher of the Richmond Times-Dispatch for more
than five years. He is the son of D. Tennant Bryan and is a controlling person
of the Company.

MARSHALL N. MORTON is Senior Vice President and Chief Financial Officer of
the Company and has served in those positions for more than five years.

ROGER H. MUDD has served as host of The History Channel since 1994, was a
visiting professor of journalism at Princeton University and Washington & Lee
University from 1992 to 1996 and was a television reporter and correspondent
with CBS News, NBC News and the McNeil/Lehrer Newshour from 1961 to 1992. He
was a reporter with the Richmond News-Leader and WRNL Radio in Richmond from
1953 to 1956.

WYNDHAM ROBERTSON retired in March 1996 as Vice President for
Communications at the University of North Carolina, having served in that
position for more than five years. She previously was an Assistant Managing
Editor for Fortune magazine and worked with that organization for 24 years. She
also serves as a director of Wachovia Corporation.

HENRY L. VALENTINE, II is Chairman of Davenport & Company L.L.C., a
Richmond, Virginia, investment banking firm, and has served in that position
for more than five years.

<PAGE>

Board and Committee Meetings

The full Board of Directors held one special meeting and six regular
bi-monthly meetings during 1997.

The standing committees of the Board of Directors are the Executive
Committee, the Audit Committee and the Compensation Committee. The Board has
not formed a nominating committee.

The Executive Committee presently consists of Messrs. Bryan, Morton,
Valentine and James S. Evans, Vice Chairman of the Board of the Company. The
Executive Committee is empowered, with certain limitations, to exercise all of
the powers of the Board of Directors when the full Board is not in session. The
Executive Committee met regularly six times during 1997 on a bi-monthly
schedule which alternates with the regular meetings of the full Board of
Directors.

The Audit Committee presently consists of Miss Robertson and Messrs. Davis
and Valentine. This committee oversees the audit function of the Company, both
with regard to internal auditors and outside auditors, which are recommended to
the Board by this committee. In this capacity, the committee meets with
internal and outside auditors, approves all engagements of auditors and reviews
all annual Securities and Exchange Commission (the SEC) filings made by the
Company. The Audit Committee met twice during 1997.

The Compensation Committee presently consists of Messrs. Black, Hatcher
and Medlin. This committee has general responsibility for employee
compensation, makes recommendations to the Board concerning officer and
director compensation and oversees the operation of the compensation related
benefit plans. The Compensation Committee met twice during 1997.

Pursuant to the Media General, Inc., Directors' Deferred Compensation
Plan, each Director who has not at any time served as an officer of the Company
(an Outside Director) receives 50% of his or her annual compensation, which in
1997 was $55,000, in deferred Class A Stock units and may elect to receive the
other 50% of annual compensation in cash or deferred stock units. All Outside
Directors but one elected to receive all available 1997 compensation in
deferred stock units.

<PAGE>

STOCK OWNERSHIP OF EXECUTIVE OFFICERS

The following table lists the beneficial ownership of the Company's Class
A and Class B Stock by the executive officers named in the "Summary
Compensation Table" as of March 20, 1998.

<TABLE>
<CAPTION>
Number and Percentage*
of Shares Beneficially
Owned March 20, 1998
------------------------------------------------------------
Name Class A(1) % Class B %
- ------------------------- ------------------ --------- --------------- ---------
<S> <C>
J. Stewart Bryan III 1,211,175(2) 4.6% 54,000(2) 9.7%
Marshall N. Morton 86,688(3) --
H. Graham Woodlief, Jr. 55,982(4) --
George L. Mahoney 8,401(5) --
Stephen R. Zacharias 24,648(6) --
</TABLE>

- -----------
*Percentages of stock ownership less than one percent are not shown.

(1) Includes shares held in the Thrift Plan as of January 31, 1998.

(2) For further information as to stock held by Mr. Bryan, see "Voting
Securities and Principal Holders Thereof."

(3) Shares listed for Mr. Morton include 53,666 shares subject to currently
exercisable options and 12,600 shares registered in his name under the
Restricted Stock Plan.

(4) Shares listed for Mr. Woodlief include 33,533 shares subject to currently
exercisable options and 7,200 shares registered in his name under the
Restricted Stock Plan.

(5) Shares listed for Mr. Mahoney include 2,266 shares subject to currently
exercisable options and 4,000 shares registered in his name under the
Restricted Stock Plan.

(6) Shares listed for Mr. Zacharias include 16,299 shares subject to currently
exercisable options and 2,900 shares registered in his name under the
Restricted Stock Plan.

<PAGE>

COMPENSATION OF EXECUTIVE OFFICERS

The following table sets forth compensation awarded to, earned by, or paid
to the Company's Chief Executive Officer and each of the other four most highly
compensated executive officers for each of the last three fiscal years.

Summary Compensation Table

<TABLE>
<CAPTION>
Long-Term Compensation
---------------------------------
Annual Compensation Awards
---------------------------------- ---------------------------------
All Other
Name and Salary Bonus Restricted Stock Compensation
Principal Position Year ($) ($) ($)(1) Options(#) ($)(2)
- ---------------------------- ------ ----------- ----------- ------------------ ------------ -------------
<S> <C>
J. Stewart Bryan III, 1997 $675,000 $308,175 $995,400 20,300 $35,041
Chairman, President and 1996 630,000 311,850 -- 20,600 30,855
Chief Executive Officer 1995 600,000 213,127 888,750 20,100 30,939
Marshall N. Morton, 1997 385,000 143,815 396,900 8,100 17,100
Senior Vice President and 1996 360,000 145,800 -- 8,200 16,383
Chief Financial Officer 1995 332,500 118,108 345,938 7,800 16,409
H. Graham Woodlief, Jr., 1997 280,000 100,256 226,800 4,600 13,194
Vice President 1996 250,000 89,546 -- 4,500 12,873
1995 225,000 85,961 182,813 4,100 12,003
George L. Mahoney, 1997 242,000 72,318 126,000 2,600 10,574
General Counsel 1996 220,000 71,280 -- 2,200 10,740
1995 200,000 71,042 90,000 2,000 9,763
Stephen R. Zacharias, 1997 178,000 29,552 91,350 1,900 7,533
Treasurer 1996 162,000 29,160 -- 1,600 7,613
1995 150,000 29,601 67,500 1,500 7,324
</TABLE>

- -----------
(1) At December 28, 1997, the number and value of the aggregate restricted
stock awards held by named executive officers were: Mr. Bryan -- 98,200
and $4,063,025; Mr. Morton -- 35,300 and $1,460,538; Mr. Woodlief --
20,300 and $839,913; Mr. Mahoney -- 7,200 and $297,900; Mr. Zacharias --
5,300 and $219,288. Shares were awarded in the name of each executive, and
each has all rights of other Class A Stockholders, including dividends,
subject to certain restrictions and forfeiture provisions.

(2) The amounts disclosed under this column for the most recent fiscal year
consist of the following:

<TABLE>
<CAPTION>
Dollar Value of
Insurance Premiums
Annual Paid by the
Above-Market Company Company with
Amounts Earned Contributions Respect to Term
on Deferred to Vested Life Insurance
Compensation and Unvested for the Benefit
During the Defined Contri- of the Named
Name Fiscal Year bution Plans Executive Officer Total
- -------------------------- ---------------- ----------------- ------------------- ----------
<S> <C>
J. Stewart Bryan III $4,260 $29,605 $1,176 $35,041
Marshall N. Morton -- 15,924 1,176 17,100
H. Graham Woodlief, Jr. 958 11,060 1,176 13,194
George L. Mahoney -- 9,398 1,176 10,574
Stephen R. Zacharias 404 6,215 914 7,533
</TABLE>

<PAGE>

Option Grants in Last Fiscal Year

The following table provides information on stock options granted in
fiscal 1997 to the named executive officers.

<TABLE>
<CAPTION>
Individual Grants
---------------------------------------------------------------
Number of
Securities % of Total Grant
Underlying Options Exercise Date
Options Granted to or Base Present
Granted Employees in Price Expiration Value
Name (#)(1) Fiscal Year ($/Share) Date ($)(2)
- ------------------------- ------------ -------------- ------------- --------------- -----------
<S> <C>
J. Stewart Bryan III 20,300 14.0% $ 31.4375 Jan. 27, 2007 $269,158
Marshall N. Morton 8,100 5.6% 31.4375 Jan. 27, 2007 107,398
H. Graham Woodlief, Jr. 4,600 3.2% 31.4375 Jan. 27, 2007 60,991
George L. Mahoney 2,600 1.8% 31.4375 Jan. 27, 2007 34,473
Stephen R. Zacharias 1,900 1.3% 31.4375 Jan. 27, 2007 25,192
</TABLE>

- -----------
(1) The amounts listed under this column represent the number of shares of the
Company's Class A Stock covered by options granted to the named executive
officers during fiscal 1997 under the provisions of the 1996 Stock Option
Plan (the 1996 Plan). Options granted under the 1996 Plan are exercisable
in one-third increments over a three-year period and expire 10 years after
the date of grant. The options also become fully exercisable upon, and
must be exercised within 12 months of, the optionee's death during
employment or retirement after age 55.

(2) Option values were computed using the Black-Scholes pricing model. The
assumptions used in the model were: expected volatility of .303;
zero-coupon government bond yield of 6.54%; dividend yield of 1.60%; and
time to exercise of 10 years. Additionally, a 5.71% discount was applied
to reflect three-year pro rata vesting (3% per year probability of
forfeiture). The actual value, if any, an executive may realize will
depend on the amount by which the stock price on the date of exercise
exceeds the exercise price. There is no assurance that the value actually
realized by an executive will be at or near the value estimated by use of
the Black-Scholes model.

<PAGE>

Aggregated Option Exercises in Last Fiscal Year
and Fiscal Year-End Option Values

The following table provides information with respect to options exercised
during fiscal 1997 and the number and value of stock options outstanding at the
fiscal year-end.

<TABLE>
<CAPTION>
Number of Securities
Underling Unexercised Value of Unexercised
Options at In-the-Money Options
Shares Fiscal Year-End (#) at Fiscal Year-End ($)(1)
Acquired on Value ------------------------------- ---------------------------------
Name Exercise (#) Realized ($) Exercisable Unexercisable Exercisable Unexercisable
- ------------------------- -------------- -------------- ------------- --------------- ------------- --------------
<S> <C>
J. Stewart Bryan III 21,500 $ 381,625 113,266 40,734 $ 1,652,100 $ 421,831
Marshall N. Morton -- -- 45,633 16,167 761,675 167,219
H. Graham Woodlief, Jr. -- -- 29,133 8,967 453,711 92,508
George L. Mahoney -- -- 7,166 4,734 94,797 48,703
Stephen R. Zacharias -- -- 19,733 3,467 317,669 35,706
</TABLE>

- -----------
(1) The amount listed represents the difference between the closing price of
the Company's Class A Stock at the end of fiscal 1997 ($41.375) and the
exercise price per share, multiplied by the number of shares covered by
the options.

Pension Plan Table

The following table reflects the estimated aggregate retirement benefits
to which certain executive officers of the Company, including each of the named
executive officers in the Summary Compensation Table, are entitled under the
provisions of the Company's non-contributory, funded Employees Retirement Plan
and the Executive Supplemental Retirement Plan (the Plans). The amount of
benefit assumes that the executive has completed a minimum of 15 years of
service. The benefit amount will be reduced for service of less than 15 years,
or if the executive retires prior to attaining age 63. Additional benefits are
not earned for service in addition to 15 years.

<TABLE>
<CAPTION>
Lifetime Annual Benefit
Highest Five-Year At Or After
Average Compensation Normal Retirement Date
- ---------------------- ------------------------
<S> <C>
$ 150,000 $ 82,500
250,000 137,500
350,000 192,500
450,000 247,500
550,000 302,500
650,000 357,500
750,000 412,500
850,000 467,500
950,000 522,500
1,050,000 577,500
1,150,000 632,500
1,250,000 687,500
</TABLE>

The amount of benefit for the executive officers named in the Summary
Compensation Table is derived by averaging each officer's five highest years of
"Annual Compensation," as reflected in such tables.

Retirement benefits shown are payable without offset for Social Security
in monthly installments as life annuities, or in other optional forms, upon
retirement after attaining age 63. Benefits for executives who participated in
both plans prior to January 1, 1991, are reduced by the amount of benefits
payable to them under pension plans of former employers.

<PAGE>

Compensation Committee Report on Executive Compensation

Media General's compensation system is a management tool that is used to
support and reinforce key operating and strategic goals. It is applied
consistently to all salaried employees.

The Company's compensation programs for management employees are designed
to build a strong link between an individual's performance and his or her
related compensation opportunities as well as to align the interests of key
Media General employees with those of the Stockholders. These two elements
induce eligible employees to be more responsive to the needs of the Company.
Periodically, the Company reviews its compensation programs with independent
consultants to ensure that they are competitive and reasonable and further
that, corporately, it is taking advantage of current thinking in the field of
compensation management.

The Compensation Committee feels that a tightly administered program that
rewards eligible managers for appropriate behavior is a constructive way to
attract talented personnel. Eligibility to participate in annual and long-term
incentive programs is determined by the Committee assisted by recommendations
from the Chief Executive Officer.

There are three components to total executive compensation at Media
General: base salary and short- and long-term incentives. Using published
general industry surveys targeted to the Company's size, media industry surveys
targeted to size and diversification levels comparable to the Company
(including but not limited to those companies found within the S&P Publishing
(Newspapers) Index) and published proxy statement executive compensation
levels, the Committee has established second quartile (51st-75th percentile)
targets for each component. The number of companies participating in such
surveys varies but averages about 75 in any given year.

Base salary levels are determined with reference to competitive targets
(as described previously) and internal equity. Pay and performance then are
linked through the use of the two incentive programs.

The short-term incentive program combines specific threshold, target and
maximum goals established at the beginning of the measurement year with award
targets, as described previously. All goals are growth-related, are based on
profit and asset utilization levels and are established individually for each
business unit and for the Company. Cash awards are paid based on the
accomplishment of these goals. Maximum awards are attained at 150% of goal.
Except under exceptional circumstances, which, in the Committee's opinion, were
not under operating unit control, no bonuses are paid to units earning less
than 80% of their goal.

A long-term incentive program is used to reward sustained stock price
growth and/or achievement of long-term, pre-established earnings per share
growth targets. Awards in this program are made in the form of stock options
(typically awarded to eligible participants annually at fair market value on
the grant date, vesting over a three-year period) and restricted stock
(typically granted to selected executive officers every other year with
restrictions (currently ten years) on sale that may be lifted if
pre-established earnings per share growth targets are met). The combined
expected value of stock-based awards is targeted to achieve competitive levels
of total compensation as described earlier; for those selected executive
officers who are eligible to receive both restricted stock and stock options,
annual grants are awarded on the basis that 60% of the competitive long-term
incentive target would be delivered through restricted stock. The Committee
notes that the relative value of a given award at the end of the measurement
period will depend on the growth in value of the common stock of the Company
over the time period. The vesting and ten-year trading restrictions emphasize
the long-term nature of these awards and encourage eligible employees to remain
in the employ of the Company.

<PAGE>

Section 162(m) of the Internal Revenue Code disallows a deduction for
compensation in excess of $1,000,000 paid to any of the executive officers
named in the Summary Compensation Table, unless such excess compensation
qualifies as "performance-based compensation" under Section 162(m) and related
Internal Revenue Service regulations. All compensation paid to said executive
officers in 1997 was deductible, and the Compensation Committee intends that
all compensation paid in the future be deductible, except when the Committee
deems the payment of non-deductible compensation to be in the best interests of
the Company.

CEO Compensation During 1997

Mr. Bryan's base salary in 1997 of $675,000 was 7.1% above that of the
preceding year. In the aggregate, corporate performance attained 93.2% of the
targeted level and produced a bonus of $308,175, equal to 45.7% of Mr. Bryan's
base compensation, down from 49.5% the year before. At the beginning of 1997 a
stock option award of 20,300 shares of Media General Class A Stock and a
performance accelerated restricted share award of 31,600 shares of Media
General Class A Common Stock were made to Mr. Bryan. As in the past, these
awards were developed in accordance with competitive practice, as outlined
previously, and were based on the standard provisions of Media General's annual
and long-term incentive plans.

The Compensation Committee
Robert V. Hatcher, Jr., Chairman
Robert P. Black
John G. Medlin, Jr.

<PAGE>

Performance Graph

The following graph shows the cumulative total Stockholder return on the
Company's Class A Stock over the last five fiscal years as compared to the
returns of the Standard & Poor's (S&P) Publishing (Newspapers) Index and the
American Stock Exchange (AMEX) Composite Index. The graph assumes $100 was
invested on December 24, 1992, in the Company's Class A Stock, the S&P
Publishing (Newspapers) Index and the AMEX Composite Index and also assumes
reinvestment of dividends.

Comparison of Five-Year Cumulative Total Return

Media General, S&P Publishing (Newspapers) and AMEX

[GRAPH]
<TABLE>
<CAPTION>
1992 1993 1994 1995 1996 1997
---- ---- ---- ---- ---- ----
<S> <C>
Media General, Inc. $100 $168.47 $173.46 $185.22 $191.07 $260.05
S&P Publishing (Newspapers) 100 115.82 107.00 134.80 171.38 279.38
AMEX Composite Index 100 118.81 104.95 135.28 142.74 171.76
</TABLE>

APPOINTMENT OF INDEPENDENT AUDITORS

At its January 1998 meeting, the Board of Directors appointed the firm of
Ernst & Young LLP as the independent auditors of the Company for the 1998
fiscal year. Ernst & Young LLP has examined the accounts of the Company for
many years, including 1997. The Company has been advised by Ernst & Young LLP
that it is an independent public accounting firm within the meaning of the
applicable rules and regulations of the Securities and Exchange Commission. A
representative of Ernst & Young LLP will be present at the Annual Meeting to
make a statement, if he desires to do so, and to respond to appropriate
questions from Stockholders.

<PAGE>

STOCKHOLDER NOMINATIONS AND PROPOSALS

The By-laws of the Company establish an advance notice procedure for a
Stockholder to bring business before an Annual Meeting. Advance written notice
of nominations for Director by Class A and Class B Stockholders for the 1999
Annual Meeting of Stockholders as well as proposals from Class B Stockholders
for business to be transacted at the 1999 Annual Meeting of Stockholders must
be given to the Secretary of the Company not less than 90 days nor more than
120 days prior to the date of an Annual Meeting. Other than nominations for
Director, only Class B Stockholders may submit Stockholder proposals for
business to be transacted at an Annual Meeting. The Company's By-laws further
require that certain specific information accompany a Stockholder notice of
nomination or proposal for the transaction of business. A copy of the Company's
By-laws may be obtained by writing to the Secretary of the Company. The
Company's 1999 Annual Meeting of Stockholders will be held on May 21, 1999.

Any proposal that a Class B Stockholder wishes to have considered for
inclusion in the Company's 1999 Proxy Statement must, in addition to other
applicable requirements established by the SEC, be set forth in writing and
filed with the Secretary of the Company not later than November 30, 1998.

SOLICITATION OF PROXIES

The Company may solicit proxies in person or by telephone or mail. The
cost of solicitation of proxies, including the reimbursement to banks and
brokers for reasonable expenses in sending proxy material to their principals,
will be borne by the Company. Officers and other employees of the Company may
participate in such solicitation, for which they will receive no special or
additional compensation. In addition, the Company has retained D. F. King & Co.
to assist in the solicitation of proxies for a basic fee of $8,000, plus
reimbursement of out-of-pocket expenses.

OTHER MATTERS

Management does not intend to present, nor, in accordance with the
Company's By-laws, has it received proper notice from any person who intends to
present, any matter for action by Stockholders at the Annual Meeting, other
than as stated in the accompanying Notice. However, the enclosed proxy confers
discretionary authority with respect to the transaction of any other business
which properly may come before the meeting, and it is the intention of the
persons named in the enclosed proxy to vote the same in accordance with their
best judgment.

By Order of the Board of Directors

GEORGE L. MAHONEY, Secretary

Richmond, Virginia
March 30, 1998

<PAGE>

[X] PLEASE MARK VOTES
AS IN THIS EXAMPLE
The Board of Directors
recommends a vote FOR the following proposal.

- -------------------------
MEDIA GENERAL, INC. Election of Directors
- -------------------------
CLASS A COMMON STOCK CLASS A DIRECTORS FOR AGAINST
------------------- [ ] [ ]
Charles A. Davis
Robert V. Hatcher, Jr.
John G. Medlin

RECORD DATE SHARES FOR, except vote withheld for the
following nominee(s):
_______________________________________

RECEIPT OF NOTICE OF MEETING AND PROXY STATEMENT
IS HEREBY ACKNOWLEDGED.

THIS PROXY REVOKES ALL PREVIOUS PROXIES.
UNLESS INDICATED TO THE CONTRARY, IT WILL BE VOTED
IN ACCORDANCE WITH THE RECOMMENDATION OF
THE BOARD OF DIRECTORS

Please be sure to date and sign this proxy.

Signature:_________________________________ Date:______________________

- - - - - - - - - - - - - - - - - - - - - - - - - -
DETACH CARD DETACH CARD

MEDIA GENERAL, INC.

Please sign the attached proxy card and return it promptly in the postage paid
envelope provided so that your vote may be counted.

An immediate response will save the Company the expense of additional proxy
mailings.

Thank you!

<PAGE>

Class A MEDIA GENERAL, INC. Class A

Annual Meeting of Stockholders
May 15, 1998

Proxy is Solicited by the Board of Directors

J. Stewart Bryan III, Marshall N. Morton and George L. Mahoney, or any of them,
the proxies of the undersigned, with power of substitution, are hereby appointed
to vote all Class A Common Stock which the undersigned is entitled to vote at
the Annual Meeting of Stockholders to be held on Friday, May 15, 1998, and any
adjournment thereof, as follows on the reverse side and upon such other business
as properly may come before the meeting for the vote of such Stockholder.

----------------------------------------------------------------------
| PLEASE DATE, SIGN AND RETURN THIS PROXY IN THE ENCLOSED POSTAGE |
| PAID ENVELOPE AS SOON AS POSSIBLE. |
----------------------------------------------------------------------
| Please date and sign this proxy as name appears. Joint |
| owners should each sign personally. Trustees and others |
| signing in a representative capacity should indicate the |
| capacity in which they sign. |
----------------------------------------------------------------------

<PAGE>

[X] PLEASE MARK VOTES
AS IN THIS EXAMPLE
The Board of Directors
recommends a vote FOR the following proposals.

- -------------------------
MEDIA GENERAL, INC. Election of Directors
- -------------------------
CLASS B COMMON STOCK CLASS B DIRECTORS FOR AGAINST
------------------- [ ] [ ]
Robert P. Black
J. Stewart Bryan III
Marshall N. Morton
Roger H. Mudd
Wyndham Robertson
Henry L. Valentine II

RECORD DATE SHARES FOR, except vote withheld for the
following nominee(s):
_______________________________________

RECEIPT OF NOTICE OF MEETING AND PROXY STATEMENT
IS HEREBY ACKNOWLEDGED.

THIS PROXY REVOKES ALL PREVIOUS PROXIES.
UNLESS INDICATED TO THE CONTRARY, IT WILL BE VOTED
IN ACCORDANCE WITH THE RECOMMENDATION OF
THE BOARD OF DIRECTORS

Please be sure to date and sign this proxy.

Signature:_________________________________ Date:______________________

- - - - - - - - - - - - - - - - - - - - - - - - - -
DETACH CARD DETACH CARD

MEDIA GENERAL, INC.

Please sign the attached proxy card and return it promptly in the postage paid
envelope provided so that your vote may be counted.

An immediate response will save the Company the expense of additional proxy
mailings.

Thank you!

<PAGE>

Class B MEDIA GENERAL, INC. Class B

Annual Meeting of Stockholders
May 15, 1998

Proxy is Solicited by the Board of Directors

J. Stewart Bryan III, Marshall N. Morton and George L. Mahoney, or any of them,
the proxies of the undersigned, with power of substitution, are hereby appointed
to vote all Class B Common Stock which the undersigned is entitled to vote at
the Annual Meeting of Stockholders to be held on Friday, May 15, 1998, and any
adjournment thereof, as follows on the reverse side and upon such other business
as properly may come before the meeting.

<PAGE>

[X] PLEASE MARK VOTES
AS IN THIS EXAMPLE
The Board of Directors
recommends a vote FOR the following proposals.

- -------------------------
MEDIA GENERAL, INC. Election of Directors
- -------------------------
EMPLOYEES' THRIFT PLAN PLUS CLASS A DIRECTORS FOR AGAINST
------------------- [ ] [ ]
Charles A. Davis
Robert V. Hatcher, Jr.
John G. Medlin

RECORD DATE SHARES FOR, except vote withheld for the
following nominee(s):
_______________________________________

RECEIPT OF NOTICE OF MEETING AND PROXY STATEMENT
IS HEREBY ACKNOWLEDGED.

THIS PROXY REVOKES ALL PREVIOUS PROXIES.
UNLESS INDICATED TO THE CONTRARY, IT WILL BE VOTED
IN ACCORDANCE WITH THE RECOMMENDATION OF
THE BOARD OF DIRECTORS

Please be sure to date and sign this proxy.

Signature:_________________________________ Date:______________________

- - - - - - - - - - - - - - - - - - - - - - - - - -
DETACH CARD DETACH CARD

MEDIA GENERAL, INC.

Please sign the attached proxy card and return it promptly in the postage paid
envelope provided so that your vote may be counted.

An immediate response will save the Company the expense of additional proxy
mailings.

Thank you!

<PAGE>

Class A MEDIA GENERAL, INC. Class A

EMPLOYEES' THRIFT PLAN PLUS

Annual Meeting of Stockholders
May 15, 1998

The undersigned hereby instructs The Northern Trust Company, as Trustee of the
Media General Employees' Thrift Plan Plus, to vote all shares of Media General,
Inc., Class A Common Stock held by the Thrift Plan for my account at the Annual
Meeting of Stockholders of Media General, Inc., to be held on Friday, May 15,
1998, and any adjournment thereof, as follows on the reverse side and upon such
other business as properly may come before the meeting for the vote of such
Stockholder.