MEDIA GENERAL INC
10-K/A, 2000-06-27
NEWSPAPERS: PUBLISHING OR PUBLISHING & PRINTING
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                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                  FORM 10-K/A-1


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

                   For the fiscal year ended December 26, 1999

                                       OR

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

                          For the transition period to

                           Commission File No. 1-6383

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


<PAGE>



         The registrant hereby amends the following items, financial statements,
exhibits or other  portions of its 1999 Annual  Report on Form 10-K as set forth
in the pages attached hereto:

         Exhibits:

         Amended  index to  exhibits  to the Media  General,  Inc.,  1999 Annual
         Report on Form 10-K.

         Exhibit  99.1 Annual  Report of the Thrift Plan Plus For  Employees  of
         Media General, Inc., on Form 11-K for the year ended December 31, 1999.


<PAGE>

Index to Exhibits

Exhibit
Number                                   Description

     2.1          Agreement and Plan of Merger dated July 19, 1996, by and among
                  Media  General,   Inc.,  MG   Acquisitions,   Inc.,  and  Park
                  Acquisitions,  Inc.,  incorporated by reference to Exhibit 2.1
                  of Form 8-K dated January 7, 1997.

     2.2          First  Amendment to  Agreement  and Plan of Merger dated as of
                  January  7,  1997,  by  and  among  Media  General,  Inc.,  MG
                  Acquisitions,  Inc., and Park Acquisitions, Inc., incorporated
                  by reference to Exhibit 2.2 of Form 8-K dated January 7, 1997.

     3(i)         The Amended and Restated  Articles of  Incorporation  of Media
                  General,  Inc.,  incorporated  by  reference to Exhibit 3.1 of
                  Form 10-K for the fiscal year ended December 31, 1989.

     3(ii)        Bylaws of Media General, Inc., amended and restated as of July
                  31, 1997,  incorporated by reference to Exhibit 3 (ii) of Form
                  10-Q for the period ended September 28, 1997.

     10.1         Form of  Option  granted  under the 1976  Non-Qualified  Stock
                  Option  Plan,  incorporated  by  reference  to Exhibit  2.2 of
                  Registration Statement 2-56905.

     10.2         Additional  Form  of  Option  to be  granted  under  the  1976
                  Non-Qualified Stock Option Plan,  incorporated by reference to
                  Exhibit  2 to  Post-Effective  Amendment  No.  3  Registration
                  Statement 2-56905.

     10.3         Addendum  dated January 1984, to Form of Option  granted under
                  the 1976  Non-Qualified  Stock  Option Plan,  incorporated  by
                  reference  to Exhibit  10.13 of Form 10-K for the fiscal  year
                  ended December 31, 1983.

     10.4         Addendum  dated June 19, 1992, to Form of Option granted under
                  the 1976  Non-Qualified  Stock  Option Plan,  incorporated  by
                  reference  to Exhibit  10.15 of Form 10-K for the fiscal  year
                  ended December 27, 1992.

     10.5         The Media General, Inc., Amended and Restated Restricted Stock
                  Plan,  dated  January 31, 1996,  incorporated  by reference to
                  Exhibit 10.10 of Form 10-K for the fiscal year ended  December
                  31, 1995.

     10.6         Addendum  dated June 19, 1992, to Form of Option granted under
                  the 1987  Non-Qualified  Stock  Option Plan,  incorporated  by
                  reference  to Exhibit  10.20 of Form 10-K for the fiscal  year
                  ended December 27, 1992.


<PAGE>

     10.7         Media General,  Inc.,  Executive  Death Benefit Plan effective
                  January 1, 1991, incorporated by reference to Exhibit 10.17 of
                  Form 10-K for the fiscal year ended December 29, 1991.

     10.8         Amendment to the Media General,  Inc., Executive Death Benefit
                  Plan dated July 24, 1991, incorporated by reference to Exhibit
                  10.18 of Form 10-K for the  fiscal  year  ended  December  29,
                  1991.

     10.9         Shareholders  Agreement,  dated  May 28,  1987,  between  Mary
                  Tennant Bryan,  Florence  Bryan Wisner,  J. Stewart Bryan III,
                  and D.  Tennant  Bryan and J.  Stewart  Bryan III as  trustees
                  under D. Tennant Bryan Media Trust,  and Media General,  Inc.,
                  incorporated  by reference  to Exhibit  10.50 of Form 10-K for
                  the fiscal year ended December 31, 1987.

     10.10        Media General,  Inc.,  Supplemental  Thrift Plan,  amended and
                  restated as of November 17, 1994, incorporated by reference to
                  Exhibit 10.27 of Form 10-K for the fiscal year ended  December
                  25, 1994.

     10.11        Media General, Inc., Executive  Supplemental  Retirement Plan,
                  amended,  and restated as of April 23, 1999,  incorporated  by
                  reference to Exhibit 10 of Form 10-Q for the period ended June
                  27, 1999.

     10.12        Deferred  Income Plan for  Selected  Key  Executives  of Media
                  General,  Inc.,  and form of Deferred  Compensation  Agreement
                  thereunder  dated as of  December  1,  1984,  incorporated  by
                  reference  to Exhibit  10.29 of Form 10-K for the fiscal  year
                  ended December 31, 1989.

     10.13        Media General,  Inc.,  Management  Performance  Award Program,
                  adopted  November 16,  1990,  and  effective  January 1, 1991,
                  incorporated  by reference  to Exhibit  10.35 of Form 10-K for
                  the fiscal year ended December 29, 1991.

     10.14        Media General,  Inc., Deferred  Compensation Plan, amended and
                  restated as of January 1, 1999,  incorporated  by reference to
                  Exhibit 4.3 of Registration Statement 333-69527.

     10.15        Media General,  Inc., ERISA Excess Benefits Plan,  amended and
                  restated as of November 17, 1994, incorporated by reference to
                  Exhibit 10.33 of Form 10-K for the fiscal year ended  December
                  25, 1994.

     10.16        Media General, Inc., 1995 Long-Term Incentive Plan, adopted as
                  of May 19, 1995, incorporated by reference to Exhibit 10.33 of
                  Form 10-K for the fiscal year ended December 31, 1995.


<PAGE>

     10.17        Media General,  Inc., 1996 Employee Non-Qualified Stock Option
                  Plan,  adopted  as  of  January  30,  1996,   incorporated  by
                  reference  to Exhibit  10.20 of Form 10-K for the fiscal  year
                  ended December 29, 1996.

     10.18        Media  General,  Inc.,  1997 Employee  Restricted  Stock Plan,
                  adopted  as of May 16,  1997,  incorporated  by  reference  to
                  Exhibit 10.21 of Form 10-K for the fiscal year ended  December
                  29, 1996.

     10.19        Media General,  Inc.,  Directors' Deferred  Compensation Plan,
                  adopted  as of May 16,  1997,  incorporated  by  reference  to
                  Exhibit 10.22 of Form 10-K for the fiscal year ended  December
                  29, 1996.

     10.20        Amended and Restated Partnership Agreement,  dated November 1,
                  1987, by and among  Virginia  Paper  Manufacturing  Corp.,  KR
                  Newsprint Company, Inc., and CEI Newsprint, Inc., incorporated
                  by reference to Exhibit 10.31 of Form 10-K for the fiscal year
                  ended December 31, 1987.

     10.21        Amended and  Restated  License  Agreement,  dated  November 1,
                  1987,  by and among Media  General,  Inc.,  Garden State Paper
                  Company,   Inc.,  and  Southeast  Paper   Manufacturing   Co.,
                  incorporated  by reference  to Exhibit  10.34 of Form 10-K for
                  the fiscal year ended December 31, 1987.

     10.22        Amended and Restated  Umbrella  Agreement,  dated  November 1,
                  1987, by and among Media General, Inc., Knight - Ridder, Inc.,
                  and  Cox  Enterprises,  Inc.,  incorporated  by  reference  to
                  Exhibit 10.32 of Form 10-K for the fiscal year ended  December
                  31, 1987.

     10.23        Amended Newsprint Purchase  Contract,  dated November 1, 1987,
                  by and among Southeast Paper Manufacturing Co., Media General,
                  Inc.,   Knight-Ridder,   Inc.,  and  Cox  Enterprises,   Inc.,
                  incorporated  by reference  to Exhibit  10.35 of Form 10-K for
                  the fiscal year ended December 31, 1987.

     10.24        Television  affiliation  agreement,  dated  February 10, 1995,
                  between WFLA-TV and the NBC Television Network incorporated by
                  reference  to Exhibit  10.38 of Form 10-K for the fiscal  year
                  ended December 25, 1994.

     10.25        Amendments,  dated May 17, 1993,  to  television  affiliations
                  agreement,  between WFLA-TV and National Broadcasting Company,
                  Inc.,  dated March 22,  1989,  incorporated  by  reference  to
                  Exhibit 10.47 of Form 10-K for the fiscal year ended  December
                  26, 1993.

    10.26         Second  Amended and  Restated  Stock and Warrant  Purchase and
                  Shareholders' Agreement dated May 20, 1994, by and among Media
                  General,  Inc., Affiliated Newspapers  Investments,  Inc., and
                  Denver Newspapers,  Inc., incorporated by reference to Exhibit
                  2 of Form 8-K dated September 28, 1994.


<PAGE>

     10.27        Asset Purchase Agreement dated February 13, 1997, by and among
                  Media General Newspapers,  Inc., and Newspaper Holdings, Inc.,
                  incorporated  by reference to Exhibit 10.36 of Form 10-K dated
                  March 27, 1997.

     10.28        Credit Agreement, dated December 4, 1996, among Media General,
                  Inc.,  and  various  lenders,  incorporated  by  reference  to
                  Exhibit 10.30 of Form 10-K dated December 27, 1998.

     13           Media General,  Inc.,  Annual Report to  Stockholders  for the
                  fiscal year ended December 26, 1999.

     21           List of subsidiaries of the registrant.

     23           Consent of Ernst & Young LLP, independent auditors.

     27.1         1999 Financial Data Schedule.

     27.2         1998 Restated Financial Data Schedule.

     27.3         1997 Restated Financial Data Schedule.

     99.1         Annual  Report of the Thrift Plan Plus for  Employees of Media
                  General,  Inc.,  on Form 11-K for the year ended  December 31,
                  1999.

                  Note:    Exhibits  10.1 - 10.19 are  management  contracts  or
                           compensatory plans, contracts or arrangements.
<PAGE>



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

                                                MEDIA GENERAL, INC.
                                       ------------------------------------
                                                   (Registrant)


                                     By:    /s/ Marshall N. Morton
                                           --------------------------------
                                            Marshall N. Morton
                                            Senior Vice President and
                                            Chief Financial Officer


Date:    June 27, 2000


<PAGE>

                                                                    Exhibit 99.1


                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

     ---------------------------------------------------------------------

                                    FORM 11-K

             FOR ANNUAL REPORTS OF EMPLOYEE STOCK PURCHASE, SAVINGS
               AND SIMILAR PLANS PURSUANT TO SECTION 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

(Mark One):

[X]      ANNUAL REPORT PURSUANT TO SECTION 15 (d) OF THE SECURITIES
         EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1999

                                       or

[ ]      TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934
For the transition period from_______________to_______________


Commission file number V-1799

         A.       Full  title  of the  plan  and the  address  of the  plan,  if
different from that of the issuer named below:

                        THRIFT PLAN PLUS FOR EMPLOYEES OF
                               MEDIA GENERAL, INC.

         B.       Name of the issuer of the securities held pursuant to the plan
and the address of its principal executive office:

                               MEDIA GENERAL, INC.
                            333 East Franklin Street
                            Richmond, Virginia 23219



<PAGE>




                              Financial Statements
                            And Supplemental Schedule

                                Thrift Plan Plus
                      For Employees of Media General, Inc.

                    Years ended December 31, 1999, and 1998,
                       with Report of Independent Auditors



<PAGE>

                                Thrift Plan Plus
                      For Employees of Media General, Inc.

                              Financial Statements
                            and Supplemental Schedule


                     Years ended December 31, 1999, and 1998





                                Table of Contents

Report of Independent Auditors........................................1

Financial Statements

Statements of Net Assets Available for Plan Benefits..................2
Statements of Changes in Net Assets Available for Plan Benefits.......3
Notes to Financial Statements.......................................4-8


Supplemental Schedule                                              Schedule
                                                                   --------

Schedule of Assets Held for Investment Purposes at End of Year,
     December 31, 1999................................................A




<PAGE>

                         Report of Independent Auditors


Administrator
Thrift Plan Plus for Employees of Media General, Inc.

We have audited the  accompanying  statements  of net assets  available for plan
benefits of the Thrift Plan Plus For  Employees  of Media  General,  Inc.,  (the
Plan) as of December 31, 1999 and 1998, and the related statements of changes in
net assets available for plan benefits for the years then ended. These financial
statements are the responsibility of the Plan's  management.  Our responsibility
is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable  assurance about whether the financial  statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting  the amounts and  disclosures in the financial  statements.  An audit
also includes assessing the accounting principles used and significant estimates
made by  management,  as well as  evaluating  the  overall  financial  statement
presentation.  We believe  that our audits  provide a  reasonable  basis for our
opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects, the net assets available for plan benefits of the Plan at
December 31, 1999 and 1998, and the changes in its net assets available for plan
benefits for the years then ended,  in  conformity  with  accounting  principles
generally accepted in the United States.

Our audits were performed for the purpose of forming an opinion on the financial
statements taken as a whole. The  accompanying  supplemental  schedule of assets
held  for  investment  purposes  at end of  year as of  December  31,  1999,  is
presented for purposes of additional  analysis and is not a required part of the
financial statements but is supplementary information required by the Department
of Labor's Rules and Regulations for Reporting and Disclosure under the Employee
Retirement  Income  Security  Act of 1974.  This  supplemental  schedule  is the
responsibility  of the Plan's  management.  The  supplemental  schedule has been
subjected  to the  auditing  procedures  applied in our audits of the  financial
statements  and, in our opinion,  is fairly  stated in all material  respects in
relation to the financial statements taken as a whole.


                             /s/ERNST AND YOUNG LLP

June 22, 2000
Richmond, Virginia
                                                                               1

<PAGE>
<TABLE>
                                    Thrift Plan Plus
                          For Employees of Media General, Inc.

                  Statements of Net Assets Available for Plan Benefits

<CAPTION>




                                                               December 31,
                                                      1999                    1998
                                                 -------------------------------------
<S>                                               <C>                     <C>
Assets
  Investments                                     $204,281,385            $206,511,223

   Receivables:
         Dividends and interest receivable              78,788                  74,578
         Contributions receivable                    1,550,017               1,562,904
         Other receivables                             263,465                 262,163
                                                  ------------            ------------
               Total receivables                     1,892,270               1,899,645
                                                  ------------            ------------

Total Assets                                       206,173,655             208,410,868
                                                  ------------            ------------

Liabilities
  Contribution refunds payable                             ---                 181,327
                                                  ------------            ------------

Net assets available for plan benefits            $206,173,655            $208,229,541
                                                  ============            ============
</TABLE>




See accompanying notes.

                                                                               2
<PAGE>
<TABLE>
                                     Thrift Plan Plus
                           For Employees of Media General, Inc.

             Statements of Changes in Net Assets Available for Plan Benefits

<CAPTION>


                                                          Years Ended December 31,
                                                       1999                     1998
                                                   -------------------------------------
<S>                                                <C>                      <C>
Investment income:
     Dividends                                     $  1,522,213             $  1,478,651
     Interest                                         1,710,127                1,736,707
                                                   ------------             ------------
                                                      3,232,340                3,215,358
                                                   ------------             ------------

Net appreciation in fair value of assets              6,786,341               37,196,110

Contributions:
     Employer                                         4,937,822                5,018,370
     Participants                                    12,034,877               10,140,901
                                                   ------------             ------------
                                                     16,972,699               15,159,271
                                                   ------------             ------------

Distributions to withdrawing participants           (31,001,153)             (20,411,631)
Merger of assets from Register Publishing
     Company, Inc. Incentive Savings Plan             1,953,887                      ---
                                                   ------------             ------------
Net (decrease) increase in net assets
     available for plan benefits                     (2,055,886)              35,159,108
Net assets available for plan benefits
     at December 31, 1998                           208,229,541              173,070,433
                                                   ------------             ------------
Net assets available for plan benefits
     at December 31, 1999                          $206,173,655             $208,229,541
                                                   ============             ============
</TABLE>


See accompanying notes.
                                                                               3
<PAGE>

                                Thrift Plan Plus
                      For Employees of Media General, Inc.

                          Notes to Financial Statements

                                December 31, 1999


1.     General

Effective  January 1, 1999,  the Register  Publishing  Company,  Inc.  Incentive
Savings  Plan merged with the Media  General  Thrift Plan Plus for  Employees of
Media General, Inc. (the Plan). Net assets totaling $1,953,887 were added to the
Plan's net assets  available for plan benefits as of that date.  The  provisions
for both plans were the same.

Effective September 30, 1999, Media General, Inc. sold its Cable Division to Cox
Communications,  Inc. This sale resulted in  approximately  $11 million in final
distributions in cash and stock to approximately 300 participants.


2.     Significant Accounting Policies

Basis of Accounting

The  financial  statements  of the Plan are  prepared  on the  accrual  basis of
accounting.  Certain prior year financial  information has been  reclassified to
conform with the current year's presentation.

Valuation of Investments

All  investments,  other  than  guaranteed  investment  contracts  and  loans to
participants,  are carried at market value. Deposits under guaranteed investment
contracts are carried at contract value which  approximates fair value. Loans to
participants  are  carried at the  original  amount of the loan less  repayments
received.  Investments in securities traded on national securities exchanges are
valued at the last reported sales price or at the last reported bid quotation if
not traded on that day.  Investments in commingled equity and balanced funds are
valued at their redemption value. Dividends are recorded on the ex-dividend date
and interest is accrued as earned.

Use of Estimates

The preparation of financial  statements in conformity  with generally  accepted
accounting principles requires management to make estimates and assumptions that
affect the amounts  reported in the financial  statements  and the  accompanying
notes. Actual results could differ from these estimates.


3.     Contributions

The Plan allows  participants  to elect to  contribute  1% to 20% of their total
compensation, subject to limitations prescribed by the Internal Revenue Code, by
means  of  regular  payroll  deductions.  Contributions  are made in the form of
voluntary pretax salary reductions or contributions of after-tax dollars by

                                                                               4
<PAGE>

                                Thrift Plan Plus
                      For Employees of Media General, Inc.

                    Notes to Financial Statements (continued)


3.     Contributions (continued)

the  participants.  Participants can elect to contribute 1% to 10% of their pay,
in  whole  percentages,  to the  Plan  before  taxes  are  withheld  from  their
compensation and 1% to 10%, in whole percentages,  after taxes are withheld from
their  compensation.  Media General,  Inc., (the Company) matches a portion of a
participant's contribution up to a total of 6% for each plan year based upon the
following chart. If a participant contributes more than 6% in total to the Plan,
the percent designated as pretax is considered first for purposes of the Company
match.

                                           Company matching percentage
                                           ---------------------------
   Total contribution              On pretax portion       On after-tax portion
  percent to be matched                of total                  of total
 by Company contribution             contribution              contribution
 -----------------------             ------------              ------------

          1%                              75%                       50%
          2%                              75%                       50%
          3%                              75%                       50%
          4%                              75%                       50%
          5%                              65%                       50%
          6%                              55%                       50%

Contributions from participants are invested in accordance with the terms of the
Plan at the  option of the  participant,  in:  (i) a Stable  Value  Fund for the
purchase of  guaranteed  investment  contracts  and  interests  in a  commingled
investment  contract fund,  (ii) an Equity Fund for the purchase of interests in
commingled equity stock funds, (iii) a Media General Stock Fund for the purchase
of Class A Common Stock of Media  General,  Inc.,  (iv) a Balanced  Fund for the
purchase of an  interest in a  commingled  global  balanced  fund or (v) certain
combinations  of  these  funds  as  provided  by  the  Plan.   Company  matching
contributions are invested in Media General, Inc., stock subject to the transfer
provisions discussed in the following paragraph.  The Plan also includes,  among
other  things,  a loan  feature  (see Note 7).  Under  specified  guidelines,  a
participant  may request the trustee to transfer a portion of the  participant's
balance  in other  funds  into the loan fund for  disbursement  as a loan to the
participant.  Repayment of principal  and interest is generally  made by payroll
deduction and the loans are fully secured by the participant's account balance.

On any allocation date (the date that  participants  may change their Investment
Option  selection),  participants who have attained age 55 may elect to transfer
100% of the  market  value of their  account  to any of the  Investment  Options
provided for by the Plan. Also, on any allocation date,  participants  under age
55 may elect to transfer  100% of the market  value of their  account  among the
Stable Value, Equity, and Balanced Funds; transfer 25% of their account from the
Media General Stock Fund to the Stable Value,  Equity and/or Balanced Funds; or,
transfer 25% of their account from the Stable Value, Equity and/or Balanced Fund
to the Media  General  Stock  Fund.  The  transfer  date is the first day of any
quarter and four transfers are permitted in any Plan year.

                                                                               5
<PAGE>
                                Thrift Plan Plus
                      For Employees of Media General, Inc.

                    Notes to Financial Statements (continued)


3.     Contributions (continued)

The Plan's assets are held by Northern Trust Company, the trustee, pursuant to a
trust agreement  dated July 1, 1987.  Frank Russell Trust Company has investment
responsibility for the Stable Value Fund, the Equity Fund and the Balanced Fund.
Crestar Asset  Management  Group had  investment  responsibility  for the Stable
Value Fund until November 1999.


4.     Vesting, Withdrawals, and Terminations

In the  event  of  termination  of  employment  or  withdrawal  from  the  Plan,
participants receive the total value of their account. The vesting provisions of
the Plan  provide  for  immediate  100%  vesting of the value of Company  pretax
matching contributions and the value of after-tax matching contributions.

The Company has  established  the Plan with the intention that it will continue.
The Company has the right at any time to  terminate  the Plan.  The value of the
participant's  accounts  would be  distributed  to the  participant  in a manner
consistent with the Summary Plan Description.

The above  descriptions  are provided for informative  purposes.  Readers should
refer to the Summary Plan Description for more complete information.


5.     Income Taxes

The Internal  Revenue  Service has ruled that the Plan  qualifies  under Section
401(a) of the Internal Revenue Code (IRC) and is, therefore,  not subject to tax
under  present  income  tax  law.  Employee  contributions  qualify  as "cash or
deferred"  contributions  under Section 401(k) of the IRC. Once  qualified,  the
Plan  is  required  to  operate  in  conformity  with  the IRC to  maintain  its
qualification. The Company believes the Plan continues to qualify under the IRC.


6.     Investments

Investments  representing  five  percent  or more of the  Plan's  net  assets at
December 31, 1999 and 1998 consisted of the following:
<TABLE>
<CAPTION>
                                        1999                                   1998
                           ------------------------------------------------------------------------
Name and Title                Cost            Market Value           Cost              Market Value
                           ------------------------------------------------------------------------
<S>                        <C>                <C>                 <C>                  <C>
Media General, Inc.,
 Class A Common Stock      $51,304,230        $123,601,868        $56,083,296          $137,663,419
Frank Russell Equity I      37,415,325          42,714,481         18,068,230            33,774,627
</TABLE>

                                                                               6
<PAGE>
                                Thrift Plan Plus
                      For Employees of Media General, Inc.

                    Notes to Financial Statements (continued)


6.     Investments (continued)

The Plan's investments  appreciated  (depreciated) in fair value during 1999 and
1998 as follows:

         Name and Title                            1999            1998
------------------------------------------------------------------------------

Media General, Inc. Class A Common Stock       $(2,672,511)     $29,911,216
Common Trust funds managed by Frank
     Russell Trust Co.                           9,458,852        7,284,894
                                               -----------      -----------
                                               $ 6,786,341      $37,196,110
                                               ===========      ===========


7.     Loans to Participants

The Plan has a loan feature available to all Plan  participants.  Loans are made
from the participant's  account,  reducing the investment balance and creating a
receivable  in the Loan  Fund.  Loans are  secured by the  participant's  vested
account  balance.  Loans to  terminated  participants  and loans in default  are
treated as distributions to the participant.  Loans are generally repaid through
payroll  deduction  including  principal  and interest.  The  principal  portion
reduces the  receivable  from  participants  and both principal and interest are
transferred to the participant's investment account as repayments are received.

Participants  may obtain loans based on the vested value of their accounts.  New
loans  cannot  exceed  50% of the  participant's  account  value or a maximum of
$50,000 in accordance  with the  Department of Labor's  regulations  on loans to
participants.  Loans are limited to one loan per  participant  per  twelve-month
period with a maximum of two loans outstanding at any one time. Loans shall bear
a  reasonable  rate of interest and must be repaid over a period not to exceed 5
years unless used to purchase the participant's primary residence, in which case
the loan must be repaid over a period not to exceed 10 years.


8.     Related Party Transactions

Recurring  administrative  expenses of the Plan, which include trustee fees, are
paid by Media General, Inc. Administrative expenses for the years ended December
31, 1999 and 1998 were approximately $810,000 and $715,000, respectively.


9.     Comparison to Form 5500

Form 5500 requires the recording of a liability for  distributions  allocated to
participants as of year end, but for which  disbursement of those funds from the
Plan has not yet been made. This requirement is different from the

                                                                               7
<PAGE>
                               Thrift Plan Plus
                      For Employees of Media General, Inc.

                    Notes to Financial Statements (continued)


9.     Comparison to Form 5500 (continued)

presentation of such funds in the financial  statements where they remain in net
assets  available for plan benefits.  The liability per Form 5500 was $3,891,873
and $2,735,149 as of December 31, 1999, and 1998, respectively.


10.    Subsequent Event

On March 27, 2000, Media General,  Inc. purchased Spartan  Communications,  Inc.
The purchase  added  approximately  800 employees.  Most of these  employees are
eligible to join the Plan as of July 1, 2000.

                                                                               8
<PAGE>







                              Supplemental Schedule
















<PAGE>
                                                                      Schedule A


                                Thrift Plan Plus
                      For Employees of Media General, Inc.

                            EIN: 54-0850433 Plan: 001

                             Schedule H, Line 4 (i)

         Schedule of Assets Held for Investment Purposes at End of Year


                                December 31, 1999

                                                                     Current or
         Name and Title                                             Market Value
         -----------------------------------------------------------------------
         Stable Value Fund:
             Northern Trust Company *
                  Short-Term Investment Fund                       $      17,793
                                                                   -------------

             Frank Russell Trust Company *
                  Short-Term Investment Fund                           1,520,287
                                                                   -------------


             Investment contracts:
                  Allstate Life Insurance Co.,
                      5.37%, October 30, 2001                          2,124,685
                  Commonwealth Life, 6.08%,
                      July 31, 2000                                    1,135,871
                  John Hancock, 5.93%,
                      April 30, 2001                                   1,085,877
                  John Hancock, 6.30%,
                      April 28, 2000                                   1,161,029
                  Life of Georgia, 6.00%,
                      October 31, 2000                                 1,009,785
                  GE Life & Annuity,
                      5.41%, Open Maturity                               964,377
                  Metropolitan Life, 6.91%,
                      January 31, 2000                                 1,197,156
                  Metropolitan Life, 5.71%,
                      January 31, 2002                                 1,260,632
                  Peoples Security, 5.96%,
                      July 31, 2001                                    1,086,243
                  Security Life of Denver, 5.76%,
                      April 30, 2002                                   1,254,407
                  Hartford Life Insurance, 5.92%,                      1,243,700
                      July 30, 2002
                  Transamerica Life Insurance Co.,
                      6.00%, January 31, 2001                          1,101,225
                                                                   -------------
                                                                      14,624,987
                                                                   -------------


*    Party in interest to the Plan

<PAGE>
                                                                      Schedule A
                                                                     (continued)
                                Thrift Plan Plus
                      For Employees of Media General, Inc.

                            EIN: 54-0850433 Plan: 001

                             Schedule H, Line 4 (i)

   Schedule of Assets Held for Investment Purposes at End of Year (continued)


                                December 31, 1999

                                                                    Current or
         Name and Title                                            Market Value
         -----------------------------------------------------------------------

         Equity Fund:
             Northern Trust Company *
                  Short-Term Investment Fund                              24,922
                                                                   -------------

             Frank Russell * Equity I Fund Shares                     42,714,481
             Frank Russell * Equity II Fund Shares                     3,771,722
                                                                   -------------
                                                                      46,486,203
                                                                   -------------

         Media General Stock Fund:
             Northern Trust Company *
                  Short-Term Investment Fund                           1,365,050
                                                                   -------------

             Media General, Inc., * Class A Common Stock             123,601,868
                                                                   -------------


         Balanced Fund:
             Northern Trust Company *
                  Short-Term Investment Fund                              19,925
                                                                   -------------

             Frank Russell * Balanced Fund Shares                      8,817,898
                                                                   -------------


         Loan Fund:
             Northern Trust Company *
                  Short-Term Investment Fund                             583,140
                                                                   -------------

             Loans to participants*, 6% - 10%                          7,219,312
                                                                   -------------


         Total                                                     $ 204,281,385
                                                                   =============


*    Party in interest to the Plan


<PAGE>
                                  EXHIBIT INDEX

                                       TO
                                  FORM 11-K FOR
                              The Thrift Plan Plus
                      For Employees of Media General, Inc.


Exhibit Number                            Description of Exhibit
--------------                            ----------------------
     23                                   Consent of Ernst & Young LLP,
                                          Independent auditors, dated
                                          June 22, 2000





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