[MEDIA GENERAL LOGO]
Notice of 1999
Annual Meeting
and
Proxy Statement
Friday, May 21, 1999
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 http://www.media-general.com
[MEDIA GENERAL LOGO]
John Stewart Bryan III
Chairman and President
April 7, 1999
Dear Stockholder:
You are cordially invited to attend Media General's 1999 Annual
Meeting on Friday, May 21, 1999.
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 21.
Yours sincerely,
/s/ J. Stewart Bryan
---------------------------
J. Stewart Bryan III
NEWSPAPERS o TELEVISION o CABLE o NEWSPRINT o INFORMATION SERVICES
<PAGE>
[MEDIA GENERAL LOGO]
NOTICE OF 1999 ANNUAL MEETING OF STOCKHOLDERS
TO THE CLASS A AND CLASS B COMMON STOCKHOLDERS
OF MEDIA GENERAL, INC.
Please take notice that the 1999 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 21,
1999, 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 19, 1999, 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
April 7, 1999
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
1999 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 1999 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 21, 1999, 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 27, 1998, and this Proxy
Statement and accompanying proxy card are being mailed to Stockholders on or
about April 7, 1999.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
The Company had outstanding 26,318,493 shares of Class A Common Stock
(Class A Stock) and 556,574 shares of Class B Common Stock (Class B Stock) as
of March 19, 1999. 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> <C> <C>
J. Stewart Bryan III Class A 3,278,354(1) 12.5%
333 East Franklin Street Class B 428,036(1) 76.9%
Richmond, VA 23219
Jane Bryan Brockenbrough Class B 55,580(2) 10.0%
c/o Bryan Brothers
5516 Falmouth St., Suite 302
Richmond, VA 23230
Mario J. Gabelli Class A 5,773,680(3) 21.9%
One Corporate Center
Rye, NY 10580
The Capital Group Companies, Inc. Class A 1,344,920(4) 5.1%
333 South Hope Street
Los Angeles, CA 90071
The Northern Trust Company Class A 2,638,386(5) 10.0%
50 South La Salle Street
Chicago, IL 60675
All directors and executive Class A 3,564,049(6) 13.5%
officers as a group Class B 428,036 76.9%
</TABLE>
1
<PAGE>
- -----------
(1) The shares listed for J. Stewart Bryan III include 4,800 shares of Class A
Stock held by a private foundation controlled by Mr. Bryan, 43,084 shares
of Class A Stock held (as of December 31, 1998) for his benefit by the
Media General, Inc., Thrift Plan Plus, 81,444 shares of Class A Stock
registered in his name under the Media General, Inc., Restricted Stock
Plan (the Restricted Stock Plan), 152,033 shares of Class A Stock subject
to currently exercisable options, 535,200 shares of Class A Stock held by
trusts of which Mr. Bryan serves as a fiduciary and shares in the control
of the voting and disposition of the shares, 2,179,318 shares of Class A
Stock held by the David Tennant Bryan Revocable Declaration of Trust (the
D.T. Bryan Trust) of which Mr. Bryan serves as a co-trustee, and 373,000
shares of Class B Stock held by the D. Tennant Bryan Media Trust (the
Media Trust), of which Mr. Bryan serves as sole trustee. Mr. Bryan, the
D.T. Bryan Trust and the Media Trust constitute a group for certain
purposes.
(2) Jane Bryan Brockenbrough additionally has sole voting and dispositive power
as to 23,000 shares of Class A Stock.
(3) According to a Schedule 13D, amended as of November 25, 1998, the shares
listed include shares held by Mr. Gabelli or entities which are under his
direct or indirect control or are affiliated with him. Mr. Gabelli and
such entities, in the aggregate, have sole dispositive power only as to
5,773,300 shares and sole voting power as to 5,665,800 shares, and they
share voting power as to 107,500 shares, except if the aggregate voting
power of the Gabelli entities should exceed 25% of the total voting power
of the Company, then the voting power as to 2,501,600 shares held by
Gabelli Funds, Inc. (GFI), will be exercised by a proxy voting committee
for each of the funds. Mr. Gabelli is deemed to have beneficial ownership
of all of the foregoing shares, and GFI is deemed to have beneficial
ownership of all such shares. Another entity that Mr. Gabelli controls
holds 380 shares of Class B Stock.
(4) The Capital Group Companies, Inc., is the parent holding company of a
number of investment management companies, including several investment
adviser companies, that, as of December 31, 1998, held shares of the
Company's Class A Stock for the accounts of their investors. The Capital
Group Companies, Inc., has sole dispositive power only as to 110,700 of
those shares.
(5) The Northern Trust Company serves as trustee of the Thrift Plan, and
2,593,519 of the Class A shares held as of January 31, 1999, 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 44,867 Class A shares.
(6) Includes an aggregate of 287,630 Class A shares subject to currently
exercisable stock options.
2
<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 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 19, 1999
DIRECTOR ------------------------------------------------------
NAME AGE SINCE CLASS A (1) % CLASS B %
- -------------------------------- ----- --------- ---------------- ---------- --------- ----------
<S> <C> <C> <C> <C> <C> <C>
CLASS A DIRECTORS
Charles A. Davis ............... 50 1989 4,581 --
Robert V. Hatcher, Jr. ......... 68 1991 1,881 --
John G. Medlin, Jr. ............ 65 1994 2,381 --
CLASS B DIRECTORS
Robert P. Black ................ 71 1993 1,658 --
J. Stewart Bryan III ........... 60 1974 3,278,354 12.5% 428,036 76.9%
Marshall N. Morton ............. 53 1997 102,377(3) --
Roger H. Mudd .................. 71 1998 -- --
Wyndham Robertson .............. 61 1996 300 --
Henry L. Valentine, II ......... 71 1991 37,681(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 December 31, 1998.
Does not include deferred Class A Stock units credited, as of December 31,
1998, to certain Directors' accounts pursuant to the Media General, Inc.,
Directors' Deferred Compensation Plan, as follows: Mr. Black--3,120 units;
Mr. Davis--5,651 units; Mr. Hatcher--5,240 units; Mr. Medlin--4,111 units;
Mr. Mudd--669 units; Miss Robertson--3,341 units; Mr. Valentine--4,882
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 31,100 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.
3
<PAGE>
DIRECTORS
CHARLES A. DAVIS is President of Marsh & McLennan Capital, Inc. He
previously was a limited partner in The Goldman Sachs Group, L.P., and 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. Mr. Hatcher also
serves as a director of XL Capital Ltd.
JOHN G. MEDLIN, JR. is Chairman Emeritus of Wachovia Corporation. He
previously served for more than five years as Chairman of Wachovia Corporation
and, until December 31, 1993, as its Chief Executive Officer. Mr. Medlin also
serves as a director of BellSouth Corp., Burlington Industries, Inc., National
Service Industries, Inc., USAirways Group, Inc. and Wachovia Corporation.
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.
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.
HENRY L. VALENTINE, II is Chairman of Davenport & Company LLC, a Richmond,
Virginia, investment banking firm, and has served in that position for more
than five years.
4
<PAGE>
BOARD AND COMMITTEE MEETINGS
The full Board of Directors held six regular bi-monthly meetings during
1998.
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. Black, Bryan, Morton
and Valentine. 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 1998 on
a bi-monthly schedule that alternates with the regular meetings of the full
Board of Directors.
The Audit Committee presently consists of Miss Robertson and Messrs.
Davis, Mudd 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 1998.
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 1998.
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
1998 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 1998 compensation in
deferred stock units.
5
<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 19, 1999.
<TABLE>
<CAPTION>
NUMBER AND PERCENTAGE*
OF SHARES BENEFICIALLY
OWNED MARCH 19, 1999
---------------------------------------------------------------
NAME CLASS A(1) % CLASS B %
- ------------------------- ------------------ ---------- ---------------- ----------
<S> <C> <C> <C> <C>
J. Stewart Bryan III 3,278,354(2) 12.5% 428,036(2) 76.9%
Marshall N. Morton 102,377(3) --
H. Graham Woodlief, Jr. 66,480(4) --
George L. Mahoney 14,318(5) --
Stephen R. Zacharias 23,674(6) --
</TABLE>
- -----------
*Percentages of stock ownership less than one percent are not shown.
(1) Includes shares held in the Thrift Plan as of December 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 61,033 shares subject to currently
exercisable options and 22,400 shares registered in his name under the
Restricted Stock Plan.
(4) Shares listed for Mr. Woodlief include 37,699 shares subject to currently
exercisable options and 13,400 shares registered in his name under the
Restricted Stock Plan.
(5) Shares listed for Mr. Mahoney include 4,567 shares subject to currently
exercisable options and 7,500 shares registered in his name under the
Restricted Stock Plan.
(6) Shares listed for Mr. Zacharias include 12,732 shares subject to currently
exercisable options and 5,400 shares registered in his name under the
Restricted Stock Plan.
6
<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> <C> <C> <C> <C> <C>
J. Stewart Bryan III, 1998 $720,000 $374,656 -- 14,400 $37,176
Chairman, President and 1997 675,000 308,175 $995,400 20,300 35,041
Chief Executive Officer 1996 630,000 311,850 -- 20,600 30,855
Marshall N. Morton, 1998 415,000 176,684 -- 5,800 17,940
Senior Vice President and 1997 385,000 143,815 396,900 8,100 17,100
Chief Financial Officer 1996 360,000 145,800 -- 8,200 16,383
H. Graham Woodlief, Jr., 1998 310,000 104,362 -- 3,400 14,822
Vice President 1997 280,000 100,256 226,800 4,600 13,194
1996 250,000 89,546 -- 4,500 12,873
George L. Mahoney, 1998 262,500 89,406 -- 2,100 11,076
General Counsel 1997 242,000 72,318 126,000 2,600 10,574
1996 220,000 71,280 -- 2,200 10,740
Stephen R. Zacharias, 1998 188,000 35,573 -- 1,400 6,127
Treasurer 1997 178,000 29,552 91,350 1,900 7,533
1996 162,000 29,160 -- 1,600 7,613
</TABLE>
- -----------
(1) At December 27, 1998, the number and value of the aggregate restricted
stock awards held by named executive officers were: Mr. Bryan--58,025 and
$2,872,238; Mr. Morton--12,600 and $623,700; Mr. Woodlief--7,200 and
$356,400; Mr. Mahoney--4,000 and $198,000; Mr. Zacharias--2,900 and
$143,550. 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> <C> <C> <C>
J. Stewart Bryan III ............ $5,155 $30,845 $1,176 $37,176
Marshall N. Morton .............. -- 16,764 1,176 17,940
H. Graham Woodlief, Jr. ......... 1,150 12,496 1,176 14,822
George L. Mahoney ............... -- 9,900 1,176 11,076
Stephen R. Zacharias ............ 481 4,688 958 6,127
</TABLE>
7
<PAGE>
OPTION GRANTS IN LAST FISCAL YEAR
The following table provides information on stock options granted in
fiscal 1998 to the named executive officers.
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
---------------------------------------------------------------
NUMBER OF
SECURITIES % OF TOTAL GRANT
UNDERLYING OPTIONS EXERCISE DATE
OPTIONS GRANTED TO OR BASE PRESENT
GRANTED EMPLOYEES IN PRICE EXPIRATION VALUE
NAME (#)(1) FISCAL YEAR ($/SHARE) DATE ($)(2)
- --------------------------------- ------------ -------------- ------------- --------------- -----------
<S> <C> <C> <C> <C> <C>
J. Stewart Bryan III ............ 14,400 11.8% $ 46.3750 Jan. 28, 2008 $287,510
Marshall N. Morton .............. 5,800 4.8% 46.3750 Jan. 28, 2008 115,803
H. Graham Woodlief, Jr. ......... 3,400 2.8% 46.3750 Jan. 28, 2008 67,884
George L. Mahoney ............... 2,100 1.7% 46.3750 Jan. 28, 2008 41,929
Stephen R. Zacharias ............ 1,400 1.2% 46.3750 Jan. 28, 2008 27,952
</TABLE>
- -----------
(1) The amounts listed under this column represent the number of shares of the
Company's Class A Stock covered by options granted to the named executive
officers during fiscal 1998 under the provisions of the 1996 Stock Option
Plan (the 1996 Plan). Options granted under the 1996 Plan are exercisable
in one-third increments over a three-year period and expire 10 years after
the date of grant. The options also become fully exercisable upon, and
must be exercised within 12 months of, the optionee's death during
employment or retirement after age 55.
(2) Option values were computed using the Black-Scholes pricing model. The
assumptions used in the model were: expected volatility of .325;
zero-coupon government bond yield of 6.25%; dividend yield of 1.57%; and
time to exercise of 10 years. Additionally, a 5.71% discount was applied
to reflect three-year pro rata vesting (3% per year probability of
forfeiture). The actual value, if any, an executive may realize will
depend on the amount by which the stock price on the date of exercise
exceeds the exercise price. There is no assurance that the value actually
realized by an executive will be at or near the value estimated by use of
the Black-Scholes model.
8
<PAGE>
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
The following table provides information with respect to options exercised
during fiscal 1998 and the number and value of stock options outstanding at the
fiscal year-end.
<TABLE>
<CAPTION>
NUMBER OF SECURITIES
UNDERLING UNEXERCISED VALUE OF UNEXERCISED
OPTIONS AT IN-THE-MONEY OPTIONS
SHARES FISCAL YEAR-END (#) AT FISCAL YEAR-END ($)(1)
ACQUIRED ON VALUE ----------------------------- -----------------------------
NAME EXERCISE (#) REALIZED ($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- --------------------------------- -------------- -------------- ------------- --------------- ------------- --------------
<S> <C> <C> <C> <C> <C> <C>
J. Stewart Bryan III ............ -- -- 133,599 34,801 $2,897,781 $410,900
Marshall N. Morton .............. -- -- 53,666 13,934 1,285,135 164,008
H. Graham Woodlief, Jr. ......... -- -- 33,533 7,967 758,483 92,548
George L. Mahoney ............... 7,166 $119,655 2,266 4,568 47,210 46,520
Stephen R. Zacharias ............ 5,100 130,423 16,299 3,201 345,144 36,687
</TABLE>
- -----------
(1) The amount listed represents the difference between the closing price of
the Company's Class A Stock at the end of fiscal 1998 ($49.50) 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 excess of 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
1,350,000 742,500
</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.
9
<PAGE>
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires that the
Company's Executive Officers, Directors and persons owning more than 10% of the
Company's Class A Stock file reports of ownership and changes in ownership with
the SEC and with the Company.
Based solely upon a review of such reports furnished to the Company, the
Company believes that during the fiscal year ended December 27, 1998, the
Executive Officers, Directors and persons owning in excess of 10% of the
outstanding shares of the Company's Class A Stock complied with the filing
requirements of Section 16(a), except that three 10% owners, GAMCO Investors,
Inc., Gabelli Funds, Inc. (the Gabelli-controlled entities) and Mr. Gabelli
derivatively, did not make any Section 16(a) filings. The Gabelli-controlled
entities have asserted that such filings were not required by reason of an
exemption for shares held by an institution without the purpose or effect of
changing or influencing the control of an issuer. The foregoing exemption is
not available to these Stockholders, in the Company's view. The
Gabelli-controlled entities additionally assert the absence of a pecuniary
interest in the shares they beneficially own. See "Voting Securities and
Principal Holders Thereof."
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, 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 Media General's
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 both general
and specific media industry surveys targeted to the Company's size along with
published data on 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 external competitive
levels (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 performance goals established at the beginning of the measurement year
with award targets, as described previously. All goals 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.
10
<PAGE>
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.
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 1998 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 1998
Mr. Bryan's base salary in 1998 of $720,000 was 6.7% above that of the
preceding year. In the aggregate, corporate performance attained 97.8% of the
targeted level and produced a bonus of $374,656, equal to 52.0% of Mr. Bryan's
base compensation, up from 45.7% the year before. At the beginning of 1998, a
stock option award of 14,400 shares of Media General Class A Stock was made to
Mr. Bryan. As in the past, this award as well as Mr. Bryan's base salary and
bonus 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.
11
<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, 1993, 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, Inc., S&P
Publishing (Newspapers) and AMEX
[GRAPH]
<TABLE>
<CAPTION>
1993 1994 1995 1996 1997 1998
------ ------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
Media General, Inc. $100 $ 102.96 $ 109.95 $ 113.42 $ 154.36 $ 186.94
S&P Publishing (Newspapers) 100 92.38 116.39 147.97 241.22 249.67
AMEX Market Index 100 88.33 113.86 120.15 144.57 142.61
</TABLE>
APPOINTMENT OF INDEPENDENT AUDITORS
At its January 1999 meeting, the Board of Directors appointed the firm of
Ernst & Young LLP as the independent auditors of the Company for the 1999
fiscal year. Ernst & Young LLP has examined the accounts of the Company for
many years, including 1998. 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.
12
<PAGE>
STOCKHOLDER NOMINATIONS AND PROPOSALS
Stockholders who believe they are eligible to have their proposals
included in the Company's proxy statement for the 2000 Annual Meeting of
Stockholders, in addition to other applicable requirements established by the
SEC, must ensure that their proposals are received by the Secretary of the
Company not later than December 9, 1999.
The By-laws of the Company establish an advance notice procedure for
eligible Stockholders to make nominations for Director and to propose business
to be transacted at an Annual Meeting. The Company's By-laws additionally
provide that nominations for Director and proposals for business 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. The Company's By-laws also require that
certain specific information accompany a Stockholder notice of nomination or
proposal for business. A copy of the Company's By-laws may be obtained by
writing to the Secretary of the Company. The Company's 2000 Annual Meeting will
be held on May 19, 2000.
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
April 7, 1999
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.
13
<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:______________________
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 21, 1999
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 21, 1999, 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:______________________
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 21, 1999
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 21, 1999, and any
adjournment thereof, as follows on the reverse side and upon such other business
as properly may come before the meeting.
----------------------------------------------------------------------
| 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
- -------------------------
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:______________________
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 21, 1999
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 21,
1999, 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
- -------------------------
MEDIA GENERAL, INC. The Board of Directors
- ------------------------- recommends a vote FOR the following proposal.
Election of Directors.
CLASS A DIRECTORS FOR WITHHOLD
REGISTER PUBLISHING COMPANY, INC. ------------------- [ ] [ ]
INCENTIVE SAVINGS PLAN 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 INSTRUCTION REVOKES ALL PREVIOUS INSTRUCTIONS.
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 instruction.
Signature:_________________________________ Date:______________________
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
REGISTER PUBLISHING COMPANY, INC. INCENTIVE SAVINGS PLAN
ANNUAL MEETING OF STOCKHOLDERS
May 21, 1999
The undersigned hereby instructs The Northern Trust Company, as Trustee of the
Register Publishing Company, Inc., Incentive Savings Plan, to vote all shares of
Media General, Inc. Class A Common Stock held by the Incentive Savings Plan for
my account at the Annual Meeting of Stockholders of Media General, Inc. to be
held on Friday, May 21, 1999, and any adjournment thereof, as follows on the
reverse side and upon such other business as may properly come before the
meeting for the vote of such Stockholder.
----------------------------------------------------------------------
| PLEASE DATE, SIGN AND RETURN THIS INSTRUCTION |
IN THE ENCLOSED POSTAGE
| PAID ENVELOPE AS SOON AS POSSIBLE. |
----------------------------------------------------------------------
| Please date and sign this instruction exactly as name appears. |
----------------------------------------------------------------------
<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
- -------------------------
EMPLOYEES' THRIFT PLAN PLUS CLASS A DIRECTORS FOR WITHHOLD
------------------- [ ] [ ]
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 INSTRUCTION REVOKES ALL PREVIOUS INSTRUCTIONS.
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 instruction.
Signature:_________________________________ Date:______________________
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 21, 1999
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 21,
1999, and any adjournment thereof, as follows on the reverse side and upon such
other business as may properly come before the meeting for the vote of such
Stockholder.
----------------------------------------------------------------------
| PLEASE DATE, SIGN AND RETURN THIS INSTRUCTION |
IN THE ENCLOSED POSTAGE
| PAID ENVELOPE AS SOON AS POSSIBLE. |
----------------------------------------------------------------------
| Please date and sign this instruction exactly as name appears. |
----------------------------------------------------------------------
