UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A-1
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 28, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period to
Commission File No. 1-6383
MEDIA GENERAL, INC.
(Exact name of registrant as specified in its charter)
<PAGE>
The registrant hereby amends the following items, financial statements,
exhibits or other portions of its 1997 Annual Report on Form 10-K as set forth
in the pages attached hereto:
Exhibits:
Amended index to exhibits to the Media General, Inc., 1997
Annual Report on Form 10-K.
Exhibit 99.1 Annual Report of the Thrift Plan Plus For
Employees of Media General, Inc., on Form 11-K for the year
ended December 31, 1997.
Exhibit 99.2 Annual Report of the Register Publishing Company,
Inc. Incentive Savings Plan on Form 11-K for the year ended
December 31, 1997.
<PAGE>
Index to Exhibits
Exhibit
Number Description
2.1 Agreement and Plan of Merger dated July 19, 1996, by and among
Media General, Inc., MG Acquisitions, Inc., and Park
Acquisitions, Inc., incorporated by reference to Exhibit 2.1
of Form 8-K dated January 7, 1997.
2.2 First Amendment to Agreement and Plan of Merger dated as of
January 7, 1997, by and among Media General, Inc., MG
Acquisitions, Inc., and Park Acquisitions, Inc., incorporated
by reference to Exhibit 2.2 of Form 8-K dated January 7, 1997.
3(i) The Amended and Restated Articles of Incorporation of
Media General, Inc., incorporated by reference to Exhibit 3.1
of Form 10-K for the fiscal year ended December 31, 1989.
3(ii) Bylaws of Media General, Inc., amended and restated as of
July 31, 1997, incorporated by reference to Exhibit 3 (ii) of
Form 10-Q for the period ended September 28, 1997.
10.1 Form of Option granted under the 1976 Non-Qualified Stock
Option Plan, incorporated by reference to Exhibit 2.2 of
Registration Statement 2-56905.
10.2 Additional Form of Option to be granted under the 1976
Non-Qualified Stock Option Plan, incorporated by reference to
Exhibit 2 to Post-Effective Amendment No. 3 Registration
Statement 2-56905.
10.3 Addendum dated January 1984, to Form of Option granted under
the 1976 Non-Qualified Stock Option Plan, incorporated by
reference to Exhibit 10.13 of Form 10-K for the fiscal year
ended December 31, 1983.
10.4 Addendum dated June 19, 1992, to Form of Option granted under
the 1976 Non-Qualified Stock Option Plan, incorporated by
reference to Exhibit 10.15 of Form 10-K for the fiscal year
ended December 27, 1992.
10.5 The Media General, Inc., Amended and Restated Restricted Stock
Plan, dated January 31, 1996, incorporated by reference to
Exhibit 10.10 of Form 10-K for the fiscal year ended December
31, 1995.
10.6 Addendum dated June 19, 1992, to Form of Option granted under
the 1987 Non-Qualified Stock Option Plan, incorporated by
reference to Exhibit 10.20 of Form 10-K for the fiscal year
ended December 27, 1992.
10.7 Media General, Inc., Executive Death Benefit Plan effective
January 1, 1991, incorporated by reference to Exhibit 10.17 of
Form 10-K for the fiscal year ended December 29, 1991.
10.8 Amendment to the Media General, Inc., Executive Death Benefit
Plan dated July 24, 1991, incorporated by reference to Exhibit
10.18 of Form 10-K for the fiscal year ended December 29,
1991.
10.9 Shareholders Agreement, dated May 28, 1987, between Mary
Tennant Bryan, Florence Bryan Wisner, J. Stewart Bryan III,
and D. Tennant Bryan and J. Stewart Bryan III as trustees
under D. Tennant Bryan Media Trust, and Media General, Inc.,
incorporated by reference to Exhibit 10.50 of form 10-K for
the fiscal year ended December 31, 1987.
10.10 Amended and Restated Redemption Agreement between Media
General, Inc., and D. Tennant Bryan, dated April 7, 1994,
incorporated by reference to Exhibit 10.21 of Form 10-Q for
the period ending March 27, 1994.
10.11 Media General, Inc., Supplemental Thrift Plan, amended and
restated as of November 17, 1994, incorporated by reference to
Exhibit 10.27 of Form 10-K for the fiscal year ended December
25, 1994.
10.12 Media General, Inc., Executive Supplemental Retirement Plan,
amended, and restated as of November 27, 1994, incorporated by
reference to Exhibit 10.28 of Form 10-K for the fiscal year
ended December 25, 1994.
10.13 Deferred Income Plan for Selected Key Executives of Media
General, Inc., and form of Deferred Compensation Agreement
thereunder dated as of December 1, 1984, incorporated by
reference to Exhibit 10.29 of Form 10-K for the fiscal year
ended December 31, 1989.
10.14 Media General, Inc., Management Performance Award Program,
adopted November 16, 1990, and effective January 1, 1991,
incorporated by reference to Exhibit 10.35 of Form 10-K for
the fiscal year ended December 29, 1991.
10.15 Media General, Inc., Deferred Compensation Plan, amended and
restated as of November 17, 1994, incorporated by reference to
Exhibit 10.32 of Form 10-K for the fiscal year ended December
25, 1994.
10.16 Media General, Inc., ERISA Excess Benefits Plan, amended and
restated as of November 17, 1994, incorporated by reference to
Exhibit 10.33 of Form 10-K for the fiscal year ended December
25, 1994.
10.17 Media General, Inc., 1995 Long-Term Incentive Plan, adopted as
of May 19, 1995, incorporated by reference to Exhibit 10.33 of
Form 10-K for the fiscal year ended December 31, 1995.
10.18 Media General, Inc., 1996 Employee Non-Qualified Stock Option
Plan, adopted as of January 30, 1996, incorporated by
reference to Exhibit 10.20 of Form 10-K for the fiscal year
ended December 29, 1996.
10.19 Media General, Inc., 1997 Employee Restricted Stock Plan,
adopted as of May 16, 1997, incorporated by reference to
Exhibit 10.21 of Form 10-K for the fiscal year ended December
29, 1996.
10.20 Media General, Inc., Director's Deferred Compensation Plan,
adopted as of May 16, 1997, incorporated by reference to
Exhibit 10.22 of Form 10-K for the fiscal year ended December
29, 1996.
10.21 Amended and Restated Partnership Agreement, dated November 1,
1987, by and among Virginia Paper Manufacturing Corp., KR
Newsprint Company, Inc., and CEI Newsprint, Inc., incorporated
by reference to Exhibit 10.31 of Form 10-K for the fiscal year
ended December 31, 1987.
10.22 Amended and Restated License Agreement, dated November 1,
1987, by and among Media General, Inc., Garden State Paper
Company, Inc., and Southeast Paper Manufacturing Co.,
incorporated by reference to Exhibit 10.34 of Form 10-K for
the fiscal year ended December 31, 1987.
10.23 Amended and Restated Umbrella Agreement, dated November 1,
1987, by and among Media General, Inc., Knight-Ridder, Inc.,
and Cox Enterprises, Inc., incorporated by reference to
Exhibit 10.32 of Form 10-K for the fiscal year ended December
31, 1987.
10.24 Amended Newsprint Purchase Contract, dated November 1, 1987,
by and among Southeast Paper Manufacturing Co., Media General,
Inc., Knight-Ridder, Inc., and Cox Enterprises, Inc.,
incorporated by reference to Exhibit 10.35 of Form 10-K for
the fiscal year ended December 31, 1987.
10.25 Television affiliation agreement, dated February 10, 1995,
between WFLA-TV and the NBC Television Network incorporated by
reference to Exhibit 10.38 of Form 10-K for the fiscal year
ended December 25, 1994.
10.26 Amendments, dated May 17, 1993, to television affiliations
agreement, between WFLA-TV and National Broadcasting Company,
Inc., dated March 22, 1989, incorporated by reference to
Exhibit 10.47 of Form 10-K for the fiscal year ended December
26, 1993.
10.27 Franchise Agreement, dated September 30, 1982, between Media
General, Inc., Media General Cable of Fairfax County, Inc.,
and Fairfax County, Virginia, as amended January 30, 1984,
incorporated by reference to Exhibit 10.32 of Form 10-K for
the fiscal year ended December 31, 1983.
10.28 Second Amended and Restated Stock and Warrant Purchase and
Shareholders' Agreement dated May 20, 1994, by and among Media
General, Inc., Affiliated Newspapers Investments, Inc., and
Denver Newspapers, Inc., incorporated by reference to Exhibit
2 of Form 8-K dated September 28, 1994.
10.29 Asset Purchase Agreement dated February 13, 1997, by and among
Media General Newspapers, Inc., and Newspaper Holdings, Inc.,
incorporated by reference to Exhibit 10.36 of Form 10-K dated
March 27, 1997.
13 Media General, Inc., Annual Report to Stockholders for the
fiscal year ended December 28, 1997.
21 List of subsidiaries of the registrant.
23 Consent of Ernst & Young LLP, independent auditors.
27.1 1997 Financial Data Schedule.
27.2 1996 Restated Financial Data Schedule.
27.3 1995 Restated Financial Data Schedule.
99.1 Annual Report of the Thrift Plan Plus for Employees of Media
General, Inc., on Form 11-K for the year ended December 31,
1997.
99.2 Annual Report of the Register Publishing Company, Inc.
Incentive Savings Plan on Form 11-K for the year ended
December 31, 1997.
Note: Exhibits 10.1 - 10.20 are management contracts or
compensatory plans, contracts or arrangements.
<PAGE>
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this amendment to be signed on its behalf by the
undersigned, thereunto duly authorized.
MEDIA GENERAL, INC.
--------------------------------------
(Registrant)
By: /s/ Marshall N. Morton
---------------------------------
Marshall N. Morton
Senior Vice President and
Chief Financial Officer
Date: June 29, 1998
<PAGE>
Exhibit 99.1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
FOR ANNUAL REPORTS OF EMPLOYEE STOCK PURCHASE, SAVINGS
AND SIMILAR PLANS PURSUANT TO SECTION 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
(Mark One):
[X] ANNUAL REPORT PURSUANT TO SECTION 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1997
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from_____________to______________
Commission file number V-1799
A. Full title of the plan and the address of the plan, if different
from that of the issuer named below:
THRIFT PLAN PLUS FOR EMPLOYEES OF
MEDIA GENERAL, INC.
B. Name of the issuer of the securities held pursuant to the plan and
the address of its principal executive office:
MEDIA GENERAL, INC.
333 East Franklin Street
Richmond, Virginia 23219
-----------------------------
<PAGE>
Financial Statements
And Supplemental Schedules
Thrift Plan Plus
For Employees of Media General, Inc.
Years ended December 31, 1997, and 1996,
with Report of Independent Auditors
<PAGE>
Thrift Plan Plus
For Employees of Media General, Inc.
Financial Statements
and Supplemental Schedules
Years ended December 31, 1997, and 1996
Table of Contents
Report of Independent Auditors.............................................1
Financial Statements
Statements of Net Assets Available for Plan Benefits,
with Fund Information...............................................2-3
Statements of Changes in Net Assets Available for Plan Benefits,
with Fund Information...............................................4-5
Notes to Financial Statements............................................6-9
Supplemental Schedules Schedule
--------
Schedule of Assets Held for Investment Purposes,
December 31, 1997....................................................A
Schedule of Reportable 5% Transactions,
Year ended December 31, 1997.........................................B
<PAGE>
Report of Independent Auditors
Administrator
Thrift Plan Plus For Employees of Media General, Inc.
We have audited the accompanying statements of net assets available for plan
benefits of the Thrift Plan Plus For Employees of Media General, Inc., as of
December 31, 1997 and 1996, and the related statements of changes in net assets
available for plan benefits for the years then ended. These financial statements
are the responsibility of the Plan's management. Our responsibility is to
express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the Plan at
December 31, 1997 and 1996, and the changes in its net assets available for plan
benefits for the years then ended, in conformity with generally accepted
accounting principles.
Our audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The accompanying supplemental schedules
of assets held for investment purposes as of December 31, 1997, and reportable
5% transactions for the year then ended, are presented for purposes of complying
with the Department of Labor's Rules and Regulations for Reporting and
Disclosure under the Employee Retirement Income Security Act of 1974, and are
not a required part of the basic financial statements. The Fund Information in
the statements of net assets available for plan benefits and the statements of
changes in net assets available for plan benefits is presented for purposes of
additional analysis rather than to present the net assets available for plan
benefits and changes in net assets available for plan benefits of each fund. The
supplemental schedules and Fund Information have been subjected to the auditing
procedures applied in our audits of the basic financial statements and, in our
opinion, are fairly stated in all material respects in relation to the basic
financial statements taken as a whole.
/s/ Ernst & Young LLP
June 17, 1998
1
<PAGE>
<TABLE>
Thrift Plan Plus
For Employees of Media General, Inc.
Statement of Net Assets Available for Plan Benefits, with Fund Information
December 31, 1997
<CAPTION>
Stable Value Media General Balanced
Fund Equity Fund Stock Fund Fund
------------------------------------------------------------------------
<S> <C>
Assets
Investment in Media General, Inc., Class A
Common Stock, 2,746,535 shares at market
of $41.8125 per share, cost $57,960,808 $ - $ - $ 114,839,495 $ -
Other investments, at market:
Common trust fund managed by Trustee:
Short-Term investments, cost $3,292,846 2,008,446 94,499 1,128,306 15,637
Common trust funds managed by Frank Russell
Trust Co., cost $17,915,121 - 25,380,225 - 4,126,125
Guaranteed investment contracts,
cost $12,956,783 12,956,783 - - -
Loans to participants - - - -
Dividends and interest receivable 6,106 353 3,954 180
Contributions receivable 120,594 341,256 840,365 89,575
Receivable (payable) resulting from participants'
fund transfers 526,679 1,037,808 (1,654,268) 153,514
Receivable from broker - - 2,857,450 -
Other receivables - - - -
------------------------------------------------------------------------
15,618,608 26,854,141 118,015,302 4,385,031
Liabilities
Contribution refunds payable 3,280 33,027 68,005 3,659
------------------------------------------------------------------------
Net assets available for plan benefits $ 15,615,328 $ 26,821,114 $ 117,947,297 $ 4,381,372
========================================================================
<CAPTION>
Loan Fund Total
---------------------------------
Assets
Investment in Media General, Inc., Class A
Common Stock, 2,746,535 shares at market
of $41.8125 per share, cost $57,960,808 $ - $ 114,839,495
Other investments, at market:
Common trust fund managed by Trustee:
Short-Term investments, cost $3,292,846 45,958 3,292,846
Common trust funds managed by Frank Russell
Trust Co., cost $17,915,121 - 29,506,350
Guaranteed investment contracts,
cost $12,956,783 - 12,956,783
Loans to participants 8,023,203 8,023,203
Dividends and interest receivable 56,316 66,909
Contributions receivable - 1,391,790
Receivable (payable) resulting from participants'
fund transfers (63,733) -
Receivable from broker - 2,857,450
Other receivables 243,578 243,578
--------------------------------
8,305,322 173,178,404
Liabilities
Contribution refunds payable - 107,971
--------------------------------
Net assets available for plan benefits $ 8,305,322 $ 173,070,433
================================
See accompanying notes.
2
<PAGE>
Thrift Plan Plus
For Employees of Media General, Inc.
Statement of Net Assets Available for Plan Benefits, with Fund Information
December 31, 1996
<CAPTION>
Stable Value Media General Balanced
Fund Equity Fund Stock Fund Fund
------------------------------------------------------------------------
Assets
Investment in Media General, Inc., Class A
Common Stock, 2,906,700 shares at market
of $30.250 per share, cost $61,010,626 $ - $ - $ 87,927,675 $ -
Other investments, at market:
Common trust fund managed by Trustee:
Short-Term investments, cost $3,648,550 1,882,515 45,439 1,942,749 32,724
Common trust funds managed by Frank Russell
Trust Co., cost $12,242,929 - 16,292,734 - 1,928,615
Guaranteed investment contracts,
cost $12,586,782 12,586,782 - - -
Loans to participants - - - -
Dividends and interest receivable 6,120 430 8,848 127
Contributions receivable 110,918 195,911 793,476 45,704
Receivable (payable) resulting from participants'
fund transfers (59,602) 368,945 (773,662) 157,162
Other receivables - - - -
------------------------------------------------------------------------
14,526,733 16,903,459 89,899,086 2,164,332
Liabilities
Contribution refunds payable 8,452 13,366 24,466 726
------------------------------------------------------------------------
Net assets available for plan benefits $ 14,518,281 $ 16,890,093 $ 89,874,620 $ 2,163,606
========================================================================
<CAPTION>
Loan Fund Total
--------------------------------
Assets
Investment in Media General, Inc., Class A
Common Stock, 2,906,700 shares at market
of $30.250 per share, cost $61,010,626 $ - $ 87,927,675
Other investments, at market:
Common trust fund managed by Trustee:
Short-Term investments, cost $3,648,550 (254,877) 3,648,550
Common trust funds managed by Frank Russell
Trust Co., cost $12,242,929 - 18,221,349
Guaranteed investment contracts,
cost $12,586,782 - 12,586,782
Loans to participants 8,630,697 8,630,697
Dividends and interest receivable 56,891 72,416
Contributions receivable - 1,146,009
Receivable (payable) resulting from participants'
fund transfers 307,157 -
Other receivables 212,391 212,391
--------------------------------
8,952,259 132,445,869
Liabilities
Contribution refunds payable - 47,010
--------------------------------
Net assets available for plan benefits $ 8,952,259 $ 132,398,859
================================
See accompanying notes.
3
<PAGE>
Thrift Plan Plus
For Employees of Media General, Inc.
Statement of Changes in Net Assets Available for Plan Benefits, with Fund Information
Year ended December 31, 1997
<CAPTION>
Stable Value Media General Balanced
Fund Equity Fund Stock Fund Fund
------------------------------------------------------------------------
Investment income:
Dividends $ - $ - $ 1,525,068 $ -
Interest 865,697 7,980 86,629 3,047
------------------------------------------------------------------------
865,697 7,980 1,611,697 3,047
------------------------------------------------------------------------
Net appreciation in fair value of assets - 5,505,181 33,328,604 463,663
Contributions:
Employer - - 4,476,879 -
Participants 1,251,052 3,130,865 3,963,469 878,029
------------------------------------------------------------------------
Total 1,251,052 3,130,865 8,440,348 878,029
------------------------------------------------------------------------
Adjustments for participants' fund transfers 766,693 2,969,932 (4,245,407) 1,176,733
Distributions to withdrawing participants (1,786,395) (1,682,937) (11,062,565) (303,706)
------------------------------------------------------------------------
Net increase (decrease) in net assets available
for plan benefits 1,097,047 9,931,021 28,072,677 2,217,766
Net assets available for plan benefits at
December 31, 1996 14,518,281 16,890,093 89,874,620 2,163,606
------------------------------------------------------------------------
Net assets available for plan benefits at
December 31, 1997 $ 15,615,328 $ 26,821,114 $ 117,947,297 $ 4,381,372
========================================================================
<CAPTION>
Loan Fund Total
--------------------------------
Investment income:
Dividends $ - $ 1,525,068
Interest 684,561 1,647,914
--------------------------------
684,561 3,172,982
--------------------------------
Net appreciation in fair value of assets - 39,297,448
Contributions:
Employer - 4,476,879
Participants - 9,223,415
--------------------------------
Total - 13,700,294
--------------------------------
Adjustments for participants' fund transfers (667,951) -
Distributions to withdrawing participants (663,547) (15,499,150)
--------------------------------
Net increase (decrease) in net assets available
for plan benefits (646,937) 40,671,574
Net assets available for plan benefits at
December 31, 1996 8,952,259 132,398,859
--------------------------------
Net assets available for plan benefits at
December 31, 1997 $ 8,305,322 $ 173,070,433
================================
See accompanying notes.
4
<PAGE>
Thrift Plan Plus
For Employees of Media General, Inc.
Statement of Changes in Net Assets Available for Plan Benefits, with Fund Information
Year ended December 31, 1996
<CAPTION>
Stable Value Media General Balanced
Fund Equity Fund Stock Fund Fund
------------------------------------------------------------------------
Investment income:
Dividends $ - $ - $ 1,443,252 $ -
Interest 809,023 4,812 70,862 1,939
------------------------------------------------------------------------
809,023 4,812 1,514,114 1,939
------------------------------------------------------------------------
Net appreciation (depreciation) in fair
value of assets - 3,119,632 (264,350) 195,713
Contributions:
Employer - - 4,114,506 -
Participants 1,269,333 2,203,178 4,483,633 542,462
------------------------------------------------------------------------
Total 1,269,333 2,203,178 8,598,139 542,462
------------------------------------------------------------------------
Adjustments for participants' fund transfers 425,524 711,814 (2,499,434) 829,201
Distributions to withdrawing participants (2,269,264) (1,466,624) (7,286,278) (199,132)
------------------------------------------------------------------------
Net increase in net assets available for
plan benefits 234,616 4,572,812 62,191 1,370,183
Net assets available for plan benefits at
December 31, 1995 14,283,665 12,317,281 89,812,429 793,423
------------------------------------------------------------------------
Net assets available for plan benefits at
December 31, 1996 $ 14,518,281 $ 16,890,093 $ 89,874,620 $ 2,163,606
========================================================================
<CAPTION>
Loan Fund Total
--------------------------------
Investment income:
Dividends $ - $ 1,443,252
Interest 656,444 1,543,080
--------------------------------
656,444 2,986,332
--------------------------------
Net appreciation (depreciation) in fair
value of assets - 3,050,995
Contributions:
Employer - 4,114,506
Participants - 8,498,606
--------------------------------
Total - 12,613,112
--------------------------------
Adjustments for participants' fund transfers 532,895 -
Distributions to withdrawing participants (430,795) (11,652,093)
--------------------------------
Net increase in net assets available for
plan benefits 758,544 6,998,346
Net assets available for plan benefits at
December 31, 1995 8,193,715 125,400,513
--------------------------------
Net assets available for plan benefits at
December 31, 1996 $ 8,952,259 $ 132,398,859
================================
</TABLE>
See accompanying notes.
5
<PAGE>
Thrift Plan Plus
For Employees of Media General, Inc.
Notes to Financial Statements
December 31, 1997
1. Significant Accounting Policies
Basis of Accounting
The financial statements of the Thrift Plan Plus for Employees of Media General,
Inc., (the Plan) are prepared on the accrual basis of accounting.
Valuation of Investments
All investments, other than guaranteed investment contracts and loans to
participants, are carried at market value. Deposits under guaranteed investment
contracts are carried at contract value which approximates fair value. Loans to
participants are carried at the original amount of the loan less repayments
received. Investments in securities traded on national securities exchanges are
valued at the last reported sales price or at the last reported bid quotation if
not traded on that day. Investments in commingled equity and balanced funds are
valued at their redemption value. Dividends are recorded on the ex-dividend date
and interest is accrued as earned.
Use of Estimates
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the amounts reported in the financial statements and the accompanying
notes. Actual results could differ from these estimates.
2. Contributions
The Plan allows participants to elect to contribute 1% to 20% of their total
compensation, subject to limitations prescribed by the Internal Revenue Code, by
means of regular payroll deductions. Contributions are made in the form of
pretax salary reductions or voluntary contributions of after-tax dollars by the
participants. Participants can elect to contribute 1% to 10% of their pay, in
whole percentages, to the Plan before taxes are withheld from their compensation
and 1% to 10%, in whole percentages, after taxes are withheld from their
compensation. Media General, Inc., (the Company) matches a participant's
contribution up to a total of 6% of the participant's contribution for each plan
year based upon the following chart. If a participant contributes more than 6%
in total to the Plan, the percent designated as pretax is considered first for
purposes of the Company match.
6
<PAGE>
<TABLE>
Thrift Plan Plus
For Employees of Media General, Inc.
Notes to Financial Statements (continued)
2. Contributions (continued)
<CAPTION>
Company matching percentage
---------------------------
Total contribution On pretax portion On after-tax portion
percent to be matched of total of total
by Company contribution contribution contribution
----------------------- ------------ ------------
<S> <C>
1% 75% 50%
2% 75% 50%
3% 75% 50%
4% 75% 50%
5% 65% 50%
6% 55% 50%
</TABLE>
Contributions from participants are invested in accordance with the terms of the
Plan at the option of the participant, in: (i) a Stable Value Fund for the
purchase of guaranteed investment contracts, (ii) an Equity Fund for the
purchase of interests in commingled equity stock funds, (iii) a Media General
Stock Fund for the purchase of Class A Common Stock of Media General, Inc., (iv)
a Balanced Fund for the purchase of an interest in a commingled global balanced
fund or (v) certain combinations of these funds as provided by the Plan. Company
matching contributions are invested in Media General, Inc. stock subject to the
transfer provisions discussed in the following paragraph. The Plan also
includes, among other things, a loan feature (see Note 6). Under specified
guidelines, a participant may request the trustee to transfer a portion of the
participant's balance in other funds into the loan fund for disbursement as a
loan to the participant. Repayment of principal and interest is generally made
by payroll deduction and the loans are fully secured by the participant's
account balance.
On any allocation date (the date that participants may change their Investment
Option selection), participants who have attained age 55 may elect to transfer
100% of the market value of their account to any of the Investment Options
provided for by the Plan. Also, on any allocation date, participants under age
55 may elect to: transfer 100% of the market value of their account among the
Equity, Balanced and Stable Value Funds; transfer 25% of their account from the
Media General Stock Fund to the Stable Value, Balanced and/or Equity Funds, or;
transfer 25% of their account from the Stable Value, Balanced and/or Equity Fund
to the Media General Stock Fund. The allocation date is the first day of any
quarter and four transfers are permitted in any Plan year.
The Plan's assets are held by Northern Trust Company, the trustee, pursuant to a
trust agreement dated July 1, 1987. Frank Russell Trust Company has investment
responsibility for the Equity Fund and the Balanced Fund. Crestar Asset
Management Group has investment responsibility for the Stable Value Fund.
7
<PAGE>
Thrift Plan Plus
For Employees of Media General, Inc.
Notes to Financial Statements (continued)
3. Vesting, Withdrawals, and Terminations
In the event of termination of employment or withdrawal from the Plan,
participants receive the total value of their account. The vesting provisions of
the Plan provide for immediate 100% vesting of the value of Company pretax
matching contributions and the value of after-tax matching contributions.
The Company has established the Plan with the intention that it will continue.
The Company has the right at any time to terminate the Plan. The value of the
participant's accounts would be distributed to the participant in a manner
consistent with the Summary Plan Description.
The above descriptions are provided for informative purposes. Readers should
refer to the Summary Plan Description for more complete information.
4. Income Taxes
The Internal Revenue Service has ruled that the Plan qualifies under Section
401(a) of the Internal Revenue Code (IRC) and is, therefore, not subject to tax
under present income tax law. Employee contributions qualify as "cash or
deferred" contributions under Section 401(k) of the IRC. Once qualified, the
Plan is required to operate in conformity with the IRC to maintain its
qualification. The Company believes the Plan continues to qualify under the IRC.
5. Investments
Investments representing five percent or more of the Plan's net assets at
December 31, 1997, and 1996 consisted of the following:
<TABLE>
<CAPTION>
1997 1996
------------------------------------------------------------------------
Name and Title Cost Market Value Cost Market Value
------------------------------------------------------------------------
<S> <C>
Media General, Inc.,
Class A Common Stock $57,960,808 $114,839,495 $61,010,626 $87,927,675
Frank Russell Equity I 13,209,519 23,352,300 9,623,174 14,980,481
</TABLE>
6. Loans to Participants
The Plan has a loan feature available to all Plan participants. Loans are made
from the participant's account, reducing the investment balance and creating a
receivable in the Loan Fund. Loans are secured by the participant's vested
account balance. Loans to terminated participants and loans in default are
treated as distributions to the participant. Loans are generally repaid through
payroll deduction including principal and interest.
8
<PAGE>
Thrift Plan Plus
For Employees of Media General, Inc.
Notes to Financial Statements (continued)
6. Loans to Participants (continued)
The principal portion reduces the receivable from participants and both
principal and interest are transferred to the participant's investment account
as repayments are received.
Participants may obtain loans based on the vested value of their accounts. New
loans cannot exceed 50% of the participant's account value or a maximum of
$50,000 in accordance with the Department of Labor's regulations on loans to
participants. Loans are limited to one loan per participant per twelve month
period with a maximum of two loans outstanding at any one time. Loans shall bear
a reasonable rate of interest and must be repaid over a period not to exceed 5
years unless used to purchase the participant's primary residence, in which case
the loan must be repaid over a period not to exceed 10 years.
7. Related Party Transactions
Recurring administrative expenses of the Plan, which include trustee fees, are
paid by Media General, Inc. Administrative expenses for the years ended December
31, 1997, and 1996, were approximately $502,000 and $440,000, respectively.
8. Comparison to Form 5500
Form 5500 requires the recording of a liability for distributions allocated to
participants as of year end, but for which disbursement of those funds from the
Plan has not yet been made. This requirement is different from the presentation
of such funds in the financial statements where they remain in net assets
available for plan benefits. The liability per Form 5500 is $3,054,927 and
$2,266,767 as of December 31, 1997, and 1996, respectively.
9. Year 2000 (unaudited)
The Company has developed a plan to modify its internal information technology
to be ready for the year 2000, and has begun converting critical data processing
systems. The project also includes determining whether third party service
providers have reasonable plans in place to become year 2000 compliant. The
Company currently expects the project to be substantially complete by 1999. The
Company does not expect this project to have a significant effect on plan
operations.
9
<PAGE>
Supplemental Schedules
<PAGE>
<TABLE>
Schedule A
Thrift Plan Plus
For Employees of Media General, Inc.
Item 27a
Schedule of Assets Held for Investment Purposes
December 31, 1997
<CAPTION>
<S> <C>
Current or
Name and Title Cost Market Value
- -------------------------------------------------------------------------------------------------------------------
Stable Value Fund:
Northern Trust Company *
Short-Term Investment Fund $ 2,008,446 $ 2,008,446
=============================================
Investment contracts:
Combined Insurance Company of America,
6.02%, September 30, 1998 $ 1,142,720 $ 1,142,720
Commonwealth Life, 6.08%,
July 31, 2000 1,009,423 1,009,423
Hartford Life, Variable,
March 16, 1998 1,016,275 1,016,275
John Hancock, 6.30%,
April 28, 2000 1,027,487 1,027,487
Life of Virginia, Variable,
Open Maturity 1,156,817 1,156,817
Life of Virginia, 6.48%,
October 29, 1999 1,060,595 1,060,595
Met Life, 6.91%,
January 31, 2000 1,047,404 1,047,404
Metropolitan Life, 5.35%,
January 29, 1999 1,101,652 1,101,652
New York Life, 6.46%,
April 22, 1999 1,659,442 1,659,442
Peoples Security, 6.21%,
June 30, 1998 1,708,512 1,708,512
Security Life of Denver, 6.30%,
July 29, 1999 1,026,456 1,026,456
--------------------------------------------
$ 12,956,783 $ 12,956,783
============================================
* Party in interest to the Plan
<PAGE>
Schedule A
Thrift Plan Plus
For Employees of Media General, Inc.
Item 27a
Schedule of Assets Held for Investment Purposes (continued)
December 31, 1997
<CAPTION>
Current or
Name and Title Cost Market Value
- -------------------------------------------------------------------------------------------------------------------
Equity Fund:
Northern Trust Company *
Short-Term Investment Fund $ 94,499 $ 94,499
============================================
Frank Russell Equity I Fund Shares * $ 13,209,519 $ 23,352,300
Frank Russell Equity II Fund Shares * 1,263,232 2,027,925
--------------------------------------------
$ 14,472,751 $ 25,380,225
============================================
Media General Stock Fund:
Northern Trust Company *
Short-Term Investment Fund $ 1,128,306 $ 1,128,306
============================================
Media General, Inc., * Class A Common Stock $ 57,960,808 $ 114,839,495
============================================
Balanced Fund:
Northern Trust Company *
Short-Term Investment Fund $ 15,637 $ 15,637
============================================
Frank Russell Balanced Fund Shares * $ 3,442,370 $ 4,126,125
============================================
Loan Fund:
Northern Trust Company *
Short-Term Investment Fund $ 45,958 $ 45,958
============================================
Loans to participants, 6% - 10% $ --- $ 8,023,203
============================================
* Party in interest to the Plan
<PAGE>
Schedule B
Thrift Plan Plus
For Employees of Media General, Inc.
Item 27d
Schedule of Reportable 5% Transactions
Year ended December 31, 1997
<CAPTION>
Current Net Gain
Identity of Purchase or Cost of Value of or
Party Involved Description of Asset Sale Price Asset Asset (Loss)
- ---------------------------------------------------------------------------------------------------------------------------
($) ($) ($) ($)
Category (iii) - Series of transactions in excess of 5% of plan assets:
Northern Trust Short-Term Investment Fund
Company * 41,240,845 increases on 230 transactions 1.00 41,240,845 41,240,845 ---
41,843,369 decreases on 232 transactions 1.00 41,843,369 41,843,369 ---
-----------------------------------
83,084,214 83,084,214 ---
===================================
</TABLE>
There were no category (i), (ii), or (iv) reportable transactions during the
year ended December 31, 1997.
* Party in interest to the Plan
<PAGE>
EXHIBIT INDEX
TO
FORM 11-K FOR
The Thrift Plan Plus
For Employees of Media General, Inc.
Exhibit Number Description of Exhibit
-------------- ----------------------
23 Consent of Ernst & Young LLP,
independent auditors, dated
June 24, 1998
<PAGE>
Exhibit 23
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration Statements
(Form S-8 No. 33-29478 and Form S-8 No. 333-16737) pertaining to the Thrift Plan
Plus for Employees of Media General, Inc., of our report dated June 17, 1998,
with respect to the financial statements and schedules of the Thrift Plan Plus
for Employees of Media General, Inc., included in this Annual Report (Form 11-K)
for the year ended December 31, 1997.
Ernst & Young LLP
Richmond, Virginia
June 24, 1998
<PAGE>
Exhibit 99.2
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
FOR ANNUAL REPORTS OF EMPLOYEE STOCK PURCHASE, SAVINGS
AND SIMILAR PLANS PURSUANT TO SECTION 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
(Mark One):
[X] ANNUAL REPORT PURSUANT TO SECTION 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1997
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from_____________to______________
Commission file number V-1799
A. Full title of the plan and the address of the plan, if different
from that of the issuer named below:
REGISTER PUBLISHING COMPANY, INC.
INCENTIVE SAVINGS PLAN
B. Name of the issuer of the securities held pursuant to the plan and
the address of its principal executive office:
MEDIA GENERAL, INC.
333 East Franklin Street
Richmond, Virginia 23219
<PAGE>
Unaudited
Financial Statements
And Supplemental Schedules
Register Publishing Company, Inc.
Incentive Savings Plan
Years ended December 31, 1997, and 1996
<PAGE>
Register Publishing Company, Inc.
Incentive Savings Plan
Unaudited
Financial Statements
and Supplemental Schedules
Years ended December 31, 1997, and 1996
Table of Contents
Financial Statements
Statements of Net Assets Available for Plan Benefits,
with Fund Information...............................................1-2
Statements of Changes in Net Assets Available for Plan Benefits,
with Fund Information...............................................3-4
Notes to Financial Statements............................................5-9
Supplemental Schedules Schedule
--------
Schedule of Assets Held for Investment Purposes,
December 31, 1997.....................................................A
Schedule of Reportable 5% Transactions for the
year ended December 31, 1997..........................................B
<PAGE>
<TABLE>
Register Publishing Company, Inc.
Incentive Savings Plan
Statement of Net Assets Available for Plan Benefits, with Fund Information
December 31, 1997
<CAPTION>
<S> <C>
Stable Frank Media
Value Russell General Balanced
Fund Equity Fund Stock Fund Fund
----------------------------------------------------
Assets
Investment in Media General, Inc., Class A
Common Stock, 11,479 shares at market of
$41.8125 per share, cost $349,959 $ - $ - $ 479,966 $ -
Other investments, at market:
Collective investment fund managed by Northern Trust Company:
Short-term investments, cost $503,705 441,945 - 60,217 -
Common trust funds managed by Frank Russell
Trust Co., cost $964,442 - 668,809 - 295,148
Loans to participants - - - -
Contributions receivable 817 3,296 7,950 1,652
Other receivables - - - -
Dividends and interest receivable 2,122 3 436 -
----------------------------------------------------
Net assets available for plan benefits $ 444,884 $ 672,108 $ 548,569 $ 296,800
====================================================
<CAPTION>
Loan Fund Total
-------------------------
Assets
Investment in Media General, Inc., Class A
Common Stock, 11,479 shares at market of
$41.8125 per share, cost $349,959 $ - $ 479,966
Other investments, at market:
Collective investment fund managed by Northern Trust Company:
Short-term investments, cost $503,705 1,543 503,705
Common trust funds managed by Frank Russell
Trust Co., cost $964,442 - 963,957
Loans to participants 63,890 63,890
Contributions receivable - 13,715
Other receivables 1,363 1,363
Dividends and interest receivable 10 2,571
-------------------------
Net assets available for plan benefits $ 66,806 $ 2,029,167
=========================
See accompanying notes.
1
<PAGE>
Register Publishing Company, Inc.
Incentive Savings Plan
Statement of Net Assets Available for Plan Benefits, with Fund Information
December 31, 1996
<CAPTION>
George Putnum Putnum
Putnum Growth Putnum Diversified
Fund of & Income Voyager Income
Boston Fund Fund Trust
-------------------------------------------------------
Assets
Common trust funds managed by Putnum
Investments, at market, cost $1,711,662 $ 171,391 $ 346,624 $341,272 $ 84,897
Loans to participants - - - -
-------------------------------------------------------
Net assets available for plan benefits $ 171,391 $ 346,624 $341,272 $ 84,897
=======================================================
<CAPTION>
Putnum Putnum
New Stable
Opportunities Value Loan
Fund Fund Fund Total
-------------------------------------------------------------
Assets
Common trust funds managed by Putnum
Investments, at market, cost $1,711,662 $ 510,801 $ 266,685 $ - $ 1,721,670
Loans to participants - - 62,492 62,492
-------------------------------------------------------------
Net assets available for plan benefits $ 510,801 $ 266,685 $ 62,492 $ 1,784,162
=============================================================
2
<PAGE>
Register Publishing Company, Inc.
Incentive Savings Plan
Statement of Changes in Net Assets Available for Plan Benefits, with Fund Information
December 31, 1997
<CAPTION>
Stable Frank Media
Value Russell General Balanced
Fund Equity Fund Stock Fund Fund Loan Fund
---------------------------------------------------------------------------
Investment income:
Dividends $ - $ - $ 5,544 $ - $ 5,326
Interest 19,238 13,147 4,226 6,583 220
---------------------------------------------------------------------------
Total 19,238 13,147 9,770 6,583 5,546
---------------------------------------------------------------------------
Net appreciation (depreciation)
in fair value of assets - (1,583) 130,007 934 -
Contributions:
Employer - - 59,294 - -
Participants 12,489 180,942 19,519 54,080 -
---------------------------------------------------------------------------
Total 12,489 180,942 78,813 54,080 -
---------------------------------------------------------------------------
Distributions to withdrawing
participants - - (65,237) - (7,519)
Adjustments for participants'
fund transfers 413,157 479,602 395,216 235,203 6,287
---------------------------------------------------------------------------
Net increase (decrease) in
net assets available for
plan benefits 444,884 672,108 548,569 296,800 4,314
Net assets available for plan
benefits at December 31, 1996 - - - - 62,492
---------------------------------------------------------------------------
Net assets available for plan
benefits at December 31, 1997 $ 444,884 $ 672,108 $ 548,569 $ 296,800 $ 66,806
===========================================================================
<CAPTION>
George Putnum Putnum Putnum
Putnum Growth Putnum Diversified New
Fund of & Income Voyager Income Opportunities
Boston Fund Fund Trust Fund
-----------------------------------------------------------------------------------
Investment income:
Dividends $ 1,212 $ 2,018 $ - $ 358 $ -
Interest - - - - -
-----------------------------------------------------------------------------------
Total 1,212 2,018 - 358 -
-----------------------------------------------------------------------------------
Net appreciation (depreciation)
in fair value of assets 2,447 7,881 (13,680) (3,052) (33,844)
Contributions:
Employer - - - - -
Participants - - - - -
-----------------------------------------------------------------------------------
Total - - - - -
-----------------------------------------------------------------------------------
Distributions to withdrawing
participants (29,524) (20,335) (43,177) - (59,153)
Adjustments for participants'
fund transfers (145,526) (336,188) (284,415) (82,203) (417,804)
-----------------------------------------------------------------------------------
Net increase (decrease) in
net assets available for
plan benefits (171,391) (346,624) (341,272) (84,897) (510,801)
Net assets available for plan
benefits at December 31, 1996 171,391 346,624 341,272 84,897 510,801
-----------------------------------------------------------------------------------
Net assets available for plan
benefits at December 31, 1997 $ - $ - $ - $ - $ -
===================================================================================
<CAPTION>
Putnum
Stable
Value
Fund Total
-----------------------------
Investment income:
Dividends $ 1,774 $ 16,232
Interest - 43,414
-----------------------------
Total 1,774 59,646
-----------------------------
Net appreciation (depreciation)
in fair value of assets - 89,110
Contributions:
Employer - 59,294
Participants - 267,030
-----------------------------
Total - 326,324
-----------------------------
Distributions to withdrawing
participants (5,130) (230,075)
Adjustments for participants'
fund transfers (263,329) -
-----------------------------
Net increase (decrease) in
net assets available for
plan benefits (266,685) 245,005
Net assets available for plan
benefits at December 31, 1996 266,685 1,784,162
-----------------------------
Net assets available for plan
benefits at December 31, 1997 $ - $ 2,029,167
=============================
3
<PAGE>
Register Publishing Company, Inc.
Incentive Savings Plan
Statement of Changes in Net Assets Available for Plan Benefits, with Fund Information
December 31, 1996
<CAPTION>
George Putnum Putnum Putnum Putnum
Putnum Growth Putnum Diversified New Stable
Fund of & Income Voyager Income Opportunities Value
Boston Fund Fund Trust Fund Fund
------------------------------------------------------------------------------------
Investment income:
Dividends $ 14,050 $ 27,255 $ 21,446 $ 3,976 $ 3,950 $ 5,678
Interest - - - - - -
------------------------------------------------------------------------------------
Total 14,050 27,255 21,446 3,976 3,950 5,678
------------------------------------------------------------------------------------
Net appreciation (depreciation)
in fair value of assets 4,068 16,522 (4,452) 2,426 2,204 -
Contributions:
Employer 29,790 78,262 72,787 21,201 113,637 55,800
Participants 9,729 23,872 22,415 5,106 37,284 8,069
------------------------------------------------------------------------------------
Total 39,519 102,134 95,202 26,307 150,921 63,869
------------------------------------------------------------------------------------
Distributions to withdrawing participants (3,125) (8,184) (7,041) (1,846) (6,929) (30,058)
Administrative expenses (53) (226) (151) (38) (152) (280)
Adjustments for participants'
fund transfers 116,932 209,123 236,268 54,072 360,807 227,476
------------------------------------------------------------------------------------
Net increase (decrease) in net assets
available for plan benefits 171,391 346,624 341,272 84,897 510,801 266,685
Net assets available for plan benefits
at December 31, 1995 - - - - - -
------------------------------------------------------------------------------------
Net assets available for plan benefits
at December 31, 1996 $ 171,391 $ 346,624 $ 341,272 $ 84,897 $ 510,801 $ 266,685
====================================================================================
<CAPTION>
Prior
Loan Investment
Fund Fund Total
-----------------------------------------
Investment income:
Dividends $ - $ - $ 76,355
Interest 1,543 4,320 5,863
-----------------------------------------
Total 1,543 4,320 82,218
-----------------------------------------
Net appreciation (depreciation)
in fair value of assets - - 20,768
Contributions:
Employer - - 371,477
Participants - - 106,475
-----------------------------------------
Total - - 477,952
-----------------------------------------
Distributions to withdrawing participants (2,350) (304) (59,837)
Administrative expenses - - (900)
Adjustments for participants'
fund transfers 63,299 (1,267,977) -
-----------------------------------------
Net increase (decrease) in net assets
available for plan benefits 62,492 (1,263,961) 520,201
Net assets available for plan benefits
at December 31, 1995 - 1,263,961 1,263,961
-----------------------------------------
Net assets available for plan benefits
at December 31, 1996 $ 62,492 $ - $ 1,784,162
=========================================
</TABLE>
4
<PAGE>
Register Publishing Company, Inc.
Incentive Savings Plan
Notes to Financial Statements
December 31, 1997
1. General
Media General, Inc. (the Company) purchased the Register Publishing Company,
Inc. in August 1996 and became administrator of the Register Publishing Company,
Inc. Incentive Savings Plan (the Plan) at that time. The Company changed trustee
responsibility from Putnum Investments to Northern Trust Company (the Trustee)
on February 28, 1997, pursuant to a trust agreement. The Company transferred all
assets from various Putnum Investment mutual funds to various funds maintained
by Northern Trust Company on April 3, 1997. The Company assigned Frank Russell
Trust Company investment responsibility for the Stable Value Fund, the Equity
Fund, and the Balanced Fund. Prior to April 1997, investment responsibility
belonged to Putnum Investments.
2. Significant Accounting Policies
Basis of Accounting
The financial statements of the Plan are prepared on the accrual basis of
accounting.
Valuation of Investments
All investments are carried at market value. Loans to participants are carried
at the original amount of the loan less repayments received. Investments in
securities traded on national securities exchanges are valued at the last
reported sales price or at the last reported bid quotation if not traded on that
day. Investments in commingled equity and balanced funds are valued at their
redemption value. Dividends are recorded on the ex-dividend date and interest is
accrued as earned.
Use of Estimates
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the amounts reported in the financial statements and the accompanying
notes. Actual results could differ from these estimates.
3. Contributions
The Plan allows participants to elect to contribute 1% to 20% of their total
compensation, subject to limitations prescribed by the Internal Revenue Code, by
means of regular payroll deductions. Contributions are made in the form of
pretax salary reductions or voluntary contributions of after-tax dollars by
5
<PAGE>
Register Publishing Company, Inc.
Incentive Savings Plan
Notes to Financial Statements (continued)
3. Contributions (continued)
the participants. Participants can elect to contribute 1% to 10% of their pay,
in whole percentages, to the Plan before taxes are withheld from their
compensation and 1% to 10%, in whole percentages, after taxes are withheld from
their compensation. The Company matches a participant's contribution up to a
total of 6% of the participant's contribution for each plan year based upon the
following chart. If a participant contributes more than 6% in total to the Plan,
the percent designated as pretax is considered first for purposes of the Company
match.
<TABLE>
<CAPTION>
<S> <C>
Company matching percentage
---------------------------
Total contribution On pretax portion On after-tax portion
percent to be matched of total of total
by Company contribution contribution contribution
----------------------- ------------ ------------
1% 75% 50%
2% 75% 50%
3% 75% 50%
4% 75% 50%
5% 65% 50%
6% 55% 50%
</TABLE>
Contributions from participants are invested in accordance with the terms of the
Plan at the option of the participant, in: (i) a Stable Value Fund for the
purchase of short-term investments, (ii) an Equity Fund for the purchase of
interests in commingled equity stock funds, (iii) a Media General Stock Fund for
the purchase of Class A Common Stock of Media General, Inc., (iv) a Balanced
Fund for the purchase of an interest in a commingled global balanced fund or (v)
certain combinations of these funds as provided by the Plan. Company matching
contributions are invested in Media General, Inc. stock subject to the transfer
provisions discussed in the following paragraph. The Plan also includes, among
other things, a loan feature (see Note 7). Under specified guidelines, a
participant may request the Trustee to transfer a portion of the participant's
balance in other funds into the loan fund for disbursement as a loan to the
participant. Repayment of principal and interest is generally made by payroll
deduction and the loans are fully secured by the participant's account balance.
On any allocation date (the date that participants may change their Investment
Option selection), participants who have attained age 55 may elect to transfer
100% of the market value of their account to any of the Investment Options
provided for by the Plan. Also, on any allocation date, participants under age
55 may elect to: transfer 100% of the market value of their account among the
Equity, Balanced and Stable Value Funds; transfer 25% of their account from the
Media General Stock Fund to the Stable Value, Balanced and/or Equity Funds, or;
transfer 25% of their account from the Stable Value, Balanced
6
<PAGE>
Register Publishing Company, Inc.
Incentive Savings Plan
Notes to Financial Statements (continued)
3. Contributions (continued)
and/or Equity Fund to the Media General Stock Fund. The allocation date is the
first day of any quarter and four transfers are permitted in any Plan year.
4. Vesting, Withdrawals, and Terminations
In the event of termination of employment or withdrawal from the Plan,
participants receive the total value of their account. The vesting provisions of
the Plan provide for immediate 100% vesting of the value of Company pretax
matching contributions and the value of after-tax matching contributions.
The Company has established the Plan with the intention that it will continue.
The Company has the right at any time to terminate the Plan. The value of the
participant's accounts would be distributed to the participant in a manner
consistent with the Summary Plan Description.
The above descriptions are provided for informative purposes. Readers should
refer to the Summary Plan Description for more complete information.
5. Income Taxes
The Internal Revenue Service has ruled that the Plan qualifies under Section
401(a) of the Internal Revenue Code (IRC) and is, therefore, not subject to tax
under present income tax law. Employee contributions qualify as "cash or
deferred" contributions under Section 401(k) of the IRC. Once qualified, the
Plan is required to operate in conformity with the IRC to maintain its
qualification. The Company believes the Plan continues to qualify under the IRC.
7
<PAGE>
Register Publishing Company, Inc.
Incentive Savings Plan
Notes to Financial Statements (continued)
6. Investments
Investments representing five percent or more of the Plan's net assets at
December 31, 1997, and 1996 consisted of the following:
<TABLE>
<CAPTION>
1997 1996
----------------------------------------------------------------------
Name and Title Cost Market Value Cost Market Value
----------------------------------------------------------------------
<S> <C>
Media General, Inc.,
Class A Common Stock $349,959 $479,966 $ - $ -
Frank Russell Equity I Fund 615,736 615,198 - -
Frank Russell Equity II Fund 54,656 53,611 - -
Frank Russell Balanced Fund 294,050 295,148 - -
Northern Trust Company
Short-term Investment Fund 503,705 503,705 - -
George Putnum Fund of Boston - - 167,812 171,391
Putnum Growth & Income Fund - - 335,213 346,624
Putnum Voyager Fund - - 348,218 341,272
Putnum New Opportunities Fund - - 511,101 510,801
Putnum Stable Value Fund - - 266,685 266,685
</TABLE>
7. Loans to Participants
The Plan has a loan feature available to all Plan participants. Loans are made
from the participant's account, reducing the investment balance and creating a
receivable in the Loan Fund. Loans are secured by the participant's vested
account balance. Loans to terminated participants and loans in default are
treated as distributions to the participant. Loans are generally repaid through
payroll deduction including principal and interest. The principal portion
reduces the receivable from participants and both principal and interest are
transferred to the participant's investment account as repayments are received.
Participants may obtain loans based on the vested value of their accounts. New
loans cannot exceed 50% of the participant's account value or a maximum of
$50,000 in accordance with the Department of Labor's regulations on loans to
participants. Loans are limited to one loan per participant per twelve month
period with a maximum of two loans outstanding at any one time. Loans shall bear
a reasonable rate of interest and must be repaid over a period not to exceed 5
years unless used to purchase the participant's primary residence, in which case
the loan must be repaid over a period not to exceed 10 years.
8
<PAGE>
Register Publishing Company, Inc.
Incentive Savings Plan
Notes to Financial Statements (continued)
8. Related Party Transactions
Recurring administrative expenses of the Plan, which include trustee fees, are
paid by the Register Publishing Company, Inc. Administrative expenses for the
years ended December 31, 1997, and 1996, were approximately $7,000 and $900,
respectively. During 1996, certain other administrative fees were borne by the
Plan.
9. Year 2000 (unaudited)
The Company has developed a plan to modify its internal information technology
to be ready for the year 2000, and has begun converting critical data processing
systems. The project also includes determining whether third party service
providers have reasonable plans in place to become year 2000 compliant. The
Company currently expects the project to be substantially complete by 1999. The
Company does not expect this project to have a significant effect on plan
operations.
9
<PAGE>
Supplemental Schedules
<PAGE>
<TABLE>
Schedule A
Register Publishing Company, Inc.
Incentive Savings Plan
Item 27a
Schedule of Assets Held for Investment Purposes
December 31, 1997
<CAPTION>
Name and Title Cost Market Value
- ----------------------------------------------------------------------------------------------------------------
<S> <C>
Stable Value Fund:
Northern Trust Company *
Short-term Investment Fund $ 441,945 $ 441,945
========================================
Equity Fund:
Frank Russell Equity I Fund Shares * $ 615,736 $ 615,198
Frank Russell Equity II Fund Shares * 54,656 53,611
----------------------------------------
$ 670,392 $ 668,809
========================================
Media General Stock Fund:
Northern Trust Company *
Short-term Investment Fund $ 60,217 $ 60,217
========================================
Media General, Inc., * Class A Common Stock $ 349,959 $ 479,966
========================================
Balanced Fund:
Frank Russell Balanced Fund Shares * $ 294,050 $ 295,148
========================================
Loan Fund:
Northern Trust Company *
Short-term Investment Fund $ 1,543 $ 1,543
========================================
Loans to participants $ 63,890 $ 63,890
========================================
* Party in interest to the Plan.
<PAGE>
Schedule B
Register Publishing Company, Inc.
Incentive Savings Plan
Item 27d
Schedule of Reportable 5% Transactions
Year ended December 31, 1997
<CAPTION>
Average Current Net Gain
Purchase or Cost of Value of or
Description of Asset Sale Price Asset Asset (Loss)
- -------------------------------------------------------------------------------------------------------------------------
($) ($) ($) ($)
Transactions by issue:
Purchases:
Media General, Inc., * Class A Common Stock $ 324,971 $ 324,971 $ 324,971 $ ---
Frank Russell Trust Equity I Fund * 596,592 596,592 596,592 ---
Frank Russell Balanced Fund * 312,051 312,051 312,051 ---
Sales:
George Putnum Fund of Boston $ 133,610 $ 129,165 $ 133,610 $ 4,445
Putnum Growth & Income Fund 323,891 307,221 323,891 16,670
Putnum Voyager Fund 282,122 303,327 282,122 (21,205)
Putnum New Opportunities Fund 403,376 439,910 403,376 (36,534)
Putnum Stable Value Fund 263,077 263,077 263,077 ---
Putnam Diversified Income Trust Fund 111,646 112,438 111,646 (792)
* Party in interest to the Plan
</TABLE>
