<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement [_] CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED BY
RULE 14A-6(E)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
Media General, Inc.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
-------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
-------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
-------------------------------------------------------------------------
(5) Total fee paid:
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[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
-------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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Notes:
<PAGE>
[LOGO]
Notice of 2000
Annual Meeting
and
Proxy Statement
Friday, May 19, 2000
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
[LOGO]
J. Stewart Bryan III
Chairman, President and Chief Executive Officer
April 3, 2000
Dear Stockholder:
You are cordially invited to attend Media General's 2000
Annual Meeting on Friday, May 19, 2000.
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 19.
Yours sincerely,
/s/ J. Stewart Bryan III
J. Stewart Bryan III
Newspapers . Television . Interactive Media . Newsprint . Information Services
<PAGE>
[LOGO]
NOTICE OF 2000 ANNUAL MEETING OF STOCKHOLDERS
To the Class A and Class B Common Stockholders of Media General, Inc.
Please take notice that the 2000 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
19, 2000, 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 meet-
ing.
Holders of the Company's Class A and Class B Common Stock of record at the
close of business on March 17, 2000, 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 3, 2000
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 at-
tend the meeting in person. A proxy may be revoked at any time before it is
voted.
<PAGE>
PROXY STATEMENT
2000 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 2000 Annual Meeting of Stockholders to be held at the Richmond Newspapers
Production Facility, 5555 Chamberlayne Road (U.S. 301, just north of its in-
tersection with I-295), Mechanicsville, Virginia, on Friday, May 19, 2000, at
11:00 a.m. Proxies properly executed will be voted at the meeting in accor-
dance 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 26, 1999, and this Proxy State-
ment and accompanying proxy card are being mailed to Stockholders on or about
April 3, 2000.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
The Company had outstanding 24,337,822 shares of Class A Common Stock (Class
A Stock) and 556,574 shares of Class B Common Stock (Class B Stock) as of
March 17, 2000. 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 practi-
cable 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 Com-
pany 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 disposi-
tive power as to all shares of Class A and Class B Stock listed unless noted
to the contrary.
<TABLE>
<CAPTION>
Amount
Title and Nature Percent
Name and Address of of of Beneficial of
Beneficial Holder Class Ownership Class
------------------- ------- ------------- -------
<S> <C> <C> <C>
J. Stewart Bryan III Class A 2,673,910(1) 11.0%
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 7,062,831(3) 29.0%
One Corporate Center
Rye, NY 10580
The Northern Trust Company Class A 2,394,377(4) 9.9%
50 South La Salle Street
Chicago, IL 60675
All directors and executive Class A 2,932,889(5) 12.1%
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, 43,842 shares
of Class A Stock held (as of December 31, 1999) for his benefit by the Me-
dia General, Inc., Thrift Plan Plus (the Thrift Plan), 77,810 shares of
Class A Stock registered in his name under the Media General, Inc., Re-
stricted Stock Plan (the Restricted Stock Plan), 168,700 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, 1,560,121
shares of Class A Stock held by the David Tennant Bryan Revocable Declara-
tion 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 February 18, 2000, the shares
listed include shares held by Mr. Gabelli or entities under his direct or
indirect control, including 4,303,451 shares held by GAMCO Investors, Inc.
(GAMCO), and 2,759,000 shares held by Gabelli Funds, LLC (Gabelli Funds).
In the aggregate, such shares are attributable to Mr. Gabelli and to
Gabelli Group Capital Partners, Inc., and to Gabelli Asset Management,
Inc., parent companies of GAMCO and Gabelli Funds. Mr. Gabelli and such
entities, in the aggregate, have sole dispositive power for all shares ex-
cept 97,900 shares for which there is no voting power. The Schedule 13D
states that if the aggregate voting power of the Gabelli entities should
exceed 25% of their voting interest in the Company, the 2,759,000 shares
held by Gabelli Funds will be voted by a proxy voting committee for each
of the approximately 20 funds advised by Gabelli Funds. Another Gabelli-
controlled entity holds 380 shares of Class B Stock.
(4) The Northern Trust Company serves as trustee of the Thrift Plan, and
2,364,410 of the Class A shares held as of January 31, 2000, 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 only as to 4,667 Class A shares.
(5) Includes an aggregate of 291,096 Class A shares subject to currently exer-
cisable 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 num-
ber) and for the holders of the Class B Stock to elect the balance. According-
ly, 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 17, 2000
Director --------------------------------
Name Age Since Class A (1) % Class B %
---- --- -------- ----------- ---- ------- ----
<S> <C> <C> <C> <C> <C> <C>
Class A Directors
Charles A. Davis ................ 51 1989 4,581 --
Robert V. Hatcher, Jr. .......... 69 1991 1,881 --
John G. Medlin, Jr. ............. 66 1994 2,381 --
Class B Directors
Robert P. Black ................. 72 1993 1,665 --
J. Stewart Bryan III ............ 61 1974 2,673,910(2) 11.0% 428,036 76.9%
Marshall N. Morton .............. 54 1997 83,684(3) --
Roger H. Mudd ................... 72 1998 -- --
Wyndham Robertson ............... 62 1996 300 --
Henry L. Valentine, II .......... 72 1991 37,381(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, 1999.
Does not include deferred Class A Stock units credited, as of December 31,
1999, to certain Directors' accounts pursuant to the Media General, Inc.,
Directors' Deferred Compensation Plan, as follows: Mr. Black--3,720 units;
Mr. Davis--6,844 units; Mr. Hatcher--6,428 units; Mr. Medlin--5,285 units;
Mr. Mudd--1,803 units; Miss Robertson--4,507 units; Mr. Valentine--6,066
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 Securi-
ties and Principal Holders Thereof."
(3) For further information as to stock held by Mr. Morton, see "Stock Owner-
ship 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 30,800 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 Vice Chairman of Marsh & McLennan Companies, Inc., and
is President and Chief Executive Officer 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 Lechters, Inc., Merchants
Bancshares, Inc., and Progressive Corporation.
Robert V. Hatcher, Jr. is the former Chairman of the Board and Chief Execu-
tive 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 previ-
ously served from 1988 to 1998 as Chairman of Wachovia Corporation and, from
1977 through 1993, as Chief Executive Officer. Mr. Medlin also serves as a di-
rector of BellSouth Corporation, Burlington Industries, Inc., R.J. Reynolds
Tobacco Holdings, 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.
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 Com-
pany since 1985, and as Chief Operating Officer of the Company since 1989. He
additionally 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 one special meeting and six regular bi-
monthly meetings during 1999.
The standing committees of the Board of Directors are the Executive Commit-
tee, 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 1999 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 recom-
mended 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 1999.
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 compensa-
tion and oversees the operation of the compensation related benefit plans. The
Compensation Committee met twice during 1999.
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 is
$75,000 in 2000, 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 1999 compensation in de-
ferred 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 17, 2000.
<TABLE>
<CAPTION>
Number and Percentage*
of Shares Beneficially
Owned March 17, 2000
-----------------------------------------------------------
Class
Name A(1) % Class B %
---- --------- ---- ------- ----
<S> <C> <C> <C> <C>
J. Stewart Bryan III 2,673,910(2) 11.0% 428,036(2) 76.9%
Marshall N. Morton 83,684(3) --
H. Graham Woodlief, Jr. 64,296(4) --
George L. Mahoney 10,970(5) --
Stephen R. Zacharias 24,013(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, 1999.
(2) For further information as to stock held by Mr. Bryan, see "Voting Securi-
ties and Principal Holders Thereof."
(3) Shares listed for Mr. Morton include 45,232 shares subject to currently
exercisable options and 9,800 shares registered in his name under the Re-
stricted Stock Plan.
(4) Shares listed for Mr. Woodlief include 41,666 shares subject to currently
exercisable options and 6,200 shares registered in his name under the Re-
stricted Stock Plan.
(5) Shares listed for Mr. Mahoney include 3,000 shares subject to currently
exercisable options and 3,500 shares registered in his name under the Re-
stricted Stock Plan.
(6) Shares listed for Mr. Zacharias include 14,366 shares subject to currently
exercisable options and 2,500 shares registered in his name under the Re-
stricted 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
Name and ---------------------- ---------------------------- All Other
Principal Salary Bonus Restricted Stock Compensation
Position Year ($) ($) ($)(1) Options (#) ($)(2)
--------- ---- -------- -------- ---------------- ----------- ------------
<S> <C> <C> <C> <C> <C> <C>
J. Stewart Bryan III, 1999 $780,000 $314,157 $1,172,200 15,300 $55,437
Chairman,
President and 1998 720,000 374,656 -- 14,400 37,176
Chief
Executive Officer 1997 675,000 308,175 995,400 20,300 35,041
Marshall N. Morton, 1999 450,000 148,291 474,692 6,200 23,987
Senior Vice
President and 1998 415,000 176,684 -- 5,800 17,940
Chief
Financial Officer 1997 385,000 143,815 396,900 8,100 17,100
H. Graham Woodlief, Jr., 1999 335,000 103,125 300,316 3,900 15,166
Vice President 1998 310,000 104,362 -- 3,400 14,822
1997 280,000 100,256 226,800 4,600 13,194
George L. Mahoney, 1999 285,000 75,134 169,533 2,200 13,392
General Counsel 1998 262,500 89,406 -- 2,100 11,076
1997 242,000 72,318 126,000 2,600 10,574
Stephen R. Zacharias, 1999 202,000 29,585 121,095 1,600 7,900
Treasurer 1998 188,000 35,573 -- 1,400 6,127
1997 178,000 29,552 91,350 1,900 7,533
</TABLE>
- -----------
(1) At December 26, 1999, the number and value of the aggregate restricted
stock awards held by named executive officers were: Mr. Bryan--81,444 and
$4,214,727; Mr. Morton--22,400 and $1,159,200; Mr. Woodlief--13,400 and
$693,450; Mr. Mahoney--7,500 and $388,125; Mr. Zacharias--5,400 and
$279,450. 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.... $6,237 $34,800 $14,400 $55,437
Marshall N. Morton...... -- 19,160 4,827 23,987
H. Graham Woodlief, Jr.. 1,380 13,478 308 15,166
George L. Mahoney....... -- 11,464 1,928 13,392
Stephen R. Zacharias.... 573 7,157 170 7,900
</TABLE>
7
<PAGE>
Option Grants in Last Fiscal Year
The following table provides information on stock options granted in fiscal
1999 to the named executive officers.
<TABLE>
<CAPTION>
Individual Grants
-----------------------------------------------
Number of
Securities % of Total Grant
Underlying Options Exercise Date
Options Granted to or Base Present
Granted Employees in Price Expiration Value
Name (#)(1) Fiscal Year ($/Share) Date ($)(2)
---- ---------- ------------ --------- ------------- --------
<S> <C> <C> <C> <C> <C>
J. Stewart Bryan III.... 15,300 11.3% $47.9062 Jan. 27, 2009 $315,165
Marshall N. Morton...... 6,200 4.6% 47.9062 Jan. 27, 2009 127,714
H. Graham Woodlief, Jr.. 3,900 2.9% 47.9062 Jan. 27, 2009 80,336
George L. Mahoney....... 2,200 1.6% 47.9062 Jan. 27, 2009 45,318
Stephen R. Zacharias.... 1,600 1.2% 47.9062 Jan. 27, 2009 32,958
</TABLE>
- -----------
(1) The amounts listed under this column represent the number of shares of the
Company's Class A Stock covered by options granted to the named executive
officers during fiscal 1999 under the provisions of the Media General,
Inc., 1996 Employee Non-Qualified Stock Option Plan (the 1996 Plan). Op-
tions granted under the 1996 Plan are exercisable in one-third increments
over a three-year period and expire 10 years after the date of grant. The
options also become fully exercisable upon, and must be exercised within
12 months of, the optionee's death during employment or retirement after
age 55.
(2) Option values were computed using the Black-Scholes pricing model. The as-
sumptions used in the model were: expected volatility of .3112; zero-cou-
pon government bond yield of 6.25%; dividend yield of 1.45%; and time to
exercise of 10 years. Additionally, a 5.71% discount was applied to re-
flect three-year pro rata vesting (3% per year probability of forfeiture).
The actual value, if any, an executive may realize will depend on the
amount by which the stock price on the date of exercise exceeds the exer-
cise price. There is no assurance that the value actually realized by an
executive will be at or near the value estimated by use of the Black-
Scholes model.
8
<PAGE>
Aggregated Option Exercises in Last Fiscal Year
and Fiscal Year-End Option Values
The following table provides information with respect to options exercised
during fiscal 1999 and the number and value of stock options outstanding at
the fiscal year-end.
<TABLE>
<CAPTION>
Number of Securities
Underlying Unexercised Value of Unexercised
Options at In-the-Money Options
Shares Fiscal Year-End (#) at Fiscal Year-End ($)(1)
Acquired On Value ------------------------- -------------------------
Name Exercise (#) Realized ($) Exercisable Unexercisable Exercisable Unexercisable
---- ------------ ------------ ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
J. Stewart Bryan III.... -- -- 152,033 31,667 $3,498,533 $247,858
Marshall N. Morton...... 22,500 $803,200 38,533 12,767 795,541 99,459
H. Graham Woodlief, Jr.. -- -- 37,699 7,701 901,077 58,320
George L. Mahoney....... 3,867 78,274 700 4,467 3,763 33,592
Stephen R. Zacharias.... 5,200 157,950 12,732 3,168 238,175 24,031
</TABLE>
- -----------
(1) The amount listed represents the difference between the closing price of
the Company's Class A Stock at the end of fiscal 1999 ($51.75) and the ex-
ercise 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 ben-
efit assumes that the executive has completed a minimum of 15 years of serv-
ice. 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
1,450,000 797,500
</TABLE>
The amount of benefit for the executive officers named in the Summary Com-
pensation 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 26, 1999, the Ex-
ecutive Officers, Directors and persons owning in excess of 10% of the out-
standing shares of the Company's Class A Stock complied with the filing re-
quirements of Section 16(a), except that no Gabelli-related entity, including
five 10% owners, Mario Gabelli, Gabelli Asset Management, Inc., Gabelli Group
Capital Partners, Inc., GAMCO Investors, Inc., and Gabelli Funds, LLC (the
Gabelli entities), made any Section 16(a) filings. Several of the Gabelli en-
tities previously have asserted that such filings were not required by reason
of an exemption for shares held by an institution without the purpose or ef-
fect of changing or influencing the control of an issuer. The foregoing exemp-
tion is not available to the Gabelli entities, in the Company's view. Several
of the Gabelli entities previously also have asserted the absence of a pecuni-
ary 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 con-
sistently 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 Gen-
eral employees with those of the Stockholders. These two elements induce eli-
gible employees to be more responsive to the needs of the Company. Periodical-
ly, 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 an-
nual 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 spe-
cific media industry surveys targeted to the Company's size along with pub-
lished 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 excep-
tional circumstances, which, in the
10
<PAGE>
Committee's opinion, were not under operating unit control, no bonuses are
paid to units earning less than 80% of their goal.
A long-term incentive program is used to reward sustained stock price growth
and/or achievement of long-term, pre-established earnings per share growth
targets. Awards in this program are made in the form of stock options (typi-
cally 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 de-
scribed earlier; for those selected executive officers who are eligible to re-
ceive both restricted stock and stock options, annual grants are awarded on
the basis that 60% of the competitive long-term incentive target would be de-
livered 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 com-
pensation 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 1999 was deductible, and the Compensation Committee intends that all com-
pensation 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 1999
Mr. Bryan's base salary in 1999 of $780,000 was 8.3% above that of the pre-
ceding year. In the aggregate, corporate performance attained 89.3% of the
targeted level and produced a bonus of $314,157, equal to 40.3% of Mr. Bryan's
base compensation, down from 52.0% the year before. At the beginning of 1999,
a stock option award of 15,300 shares of Media General Class A Stock and a
performance accelerated restricted share award of 24,200 shares of Media Gen-
eral Class A Common Stock were 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 re-
turns of the Standard & Poor's (S&P) Publishing (Newspapers) Index and the
American Stock Exchange (AMEX) Composite Index. The graph assumes $100 was in-
vested on December 23, 1994, in the Company's Class A Stock, the S&P Publish-
ing (Newspapers) Index and the AMEX Composite Index and also assumes reinvest-
ment of dividends.
Comparison of Five-Year Cumulative Total Return
Media General, Inc., S&P Publishing (Newspapers) and AMEX
[GRAPH]
1994 1995 1996 1997 1998 1999
---- ---- ---- ---- ---- ----
Media General, Inc. $100 $106.78 $110.15 $149.92 $181.56 $192.07
S&P Publishing (Newspaper) 100 125.99 160.18 261.11 270.26 371.35
AMEX Market Index 100 128.90 136.01 163.66 161.44 201.27
APPOINTMENT OF INDEPENDENT AUDITORS
At its January 2000 meeting, the Board of Directors appointed the firm of
Ernst & Young LLP as the independent auditors of the Company for the 2000 fis-
cal year. Ernst & Young LLP has examined the accounts of the Company for many
years, including 1999. The Company has been advised by Ernst & Young LLP that
it is an independent public accounting firm within the meaning of the applica-
ble rules and regulations of the Securities and Exchange Commission. A repre-
sentative 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 2001 Annual Meeting of Stockholders,
in addition to other applicable requirements established by the SEC, must en-
sure that their proposals are received by the Secretary of the Company not
later than December 5, 2000.
The By-laws of the Company establish an advance notice procedure for eligi-
ble 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 18, 2001.
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 partici-
pate in such solicitation, for which they will receive no special or addi-
tional 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 reim-
bursement 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 discre-
tionary 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 3, 2000
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 at-
tend the meeting in person. A proxy may be revoked at any time before it is
voted.
13
<PAGE>
Class A MEDIA GENERAL, INC.
Class A
Annual Meeting of Stockholders
May 19, 2000
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 19, 2000, 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 proposal.
MEDIA GENERAL, INC. Election of Directors
- -------------------
CLASS A COMMON STOCK 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 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 19, 2000
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 19, 2000, 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
-------------------
CLASS B COMMON STOCK CLASS B DIRECTORS FOR WITHHOLD
----------------- [ ] [ ]
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 A MEDIA GENERAL, INC. Class A
EMPLOYEES' THRIFT PLAN PLUS
Annual Meeting of Stockholders
May 19, 2000
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 19,
2000, 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
-------------------
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 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!
