SCHEDULE 14A
(RULE 14A-101)
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))
{ } Definitive Proxy Statement
{ } Definitive Additional Materials
{X } Soliciting Material Pursuant to Rule 14a-12
MEDIA GENERAL, INC.
----------------------------
(Name of Registrant as specified in its charter)
----------------------------
(Name of person(s) filing proxy statement, if other than
Registrant)
Payment of Filing Fee (Check the appropriate box):
{X} No fee required.
{ } Fee computed on table below per Exchange Act Rules 14a-
6(i)(1) 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:
(4) Proposed maximum aggregate value of transactions:
(5) Total fee paid.
_____
{ } Fee paid previously with preliminary materials.
{ } Check box if any part of the fee is offset as provided
by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the
offsetting fee
was paid previously. Identify the previous filing by
registration statement number, or the Form or Schedule
and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
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[Logo]
P.O. Box 85333 NEWS RELEASE
Richmond, Virginia 23293-0001 FOR IMMEDIATE RELEASE
804/649-6657 Tuesday, Feb. 22, 2000
Media General Rejects Gamco Board Nominees
RICHMOND, VA -- Media General, Inc. (AMEX:MEGA) announced
today that it has rejected a notice from Gamco Investors,
Inc., a shareholder headed by Mario J. Gabelli, of Gamco's
intention to nominate two people for election to Media
General's Board of Directors at the company's 2000 annual
meeting. The company said the notice failed to comply with
its bylaws.
Under Media General's bylaws, specified procedures must be
complied with for nominated persons to be eligible for
election as directors. These procedures incorporate
furnishing information to the company that is required under
the SEC's proxy rules. The notice given by Gamco, among
other things, failed to include certain required information
concerning the Gabelli interests, financial and otherwise,
as provided for in the SEC proxy rules.
Neither of the Gamco proposed nominees owns any Media
General shares nor has any apparent experience as a director
of a public company.
"It is unfortunate that, yet again, Mr. Gabelli has seen fit
to make a proposal that is neither constructive nor serves
the long-term interests of Media General shareholders," said
J. Stewart Bryan, Media General's chairman and chief
executive officer. "We have been carrying out a strategic
program intended to profitably grow the company and enhance
its value. If Gamco persists in pursuing the election of its
nominees, we will take whatever steps are necessary to
protect the interests of all Media General shareholders."
Media General's strategy was most recently reinforced in
December 1999 with its agreement to acquire Spartan
Communications, a group of 13 leading broadcast television
stations in the Southeast. In addition, the company's Board
of Directors has authorized the repurchase of up to $250
million of Media General's common stock. To date, 1.044
million shares have been repurchased under this program for
approximately $54 million.
Media General is an independent, publicly owned
communications company situated primarily in the Southeast,
with interests in newspapers, broadcast television,
interactive media, recycled newsprint production and
diversified information services. Its acquisition of the
Spartan stations will make Media General the second largest
owner of CBS affiliates, directly behind the network itself.
-more-
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Investor Notice
Investors are urged to read the proxy statement to be filed
with the SEC in connection with the 2000 Annual Meeting of
Stockholders of Media General because it will contain
important information. After it is filed with the SEC, the
proxy statement will be available for free on the SEC's web
site (www.sec.gov) and the definitive proxy statement will
be available from Media General's Office of Investor
Relations.
In addition, the identity of the people who, under SEC
rules, may be considered `participants in the solicitation'
of stockholders in connection with the 2000 Annual Meeting
of Stockholders of Media General, and a description of their
interests, is available in an SEC filing under Schedule 14A
made by Media General on February 22, 2000.
# # #
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Participant Information
Media General, Inc. ("Media General") and certain other
persons named below may be deemed to be participants in the
solicitation of proxies in connection with the 2000 Annual
Meeting of Stockholders of Media General. The participants
in this solicitation may include the following directors,
officers and employees of Media General: J. Stewart Bryan
III, Chairman of the Board of Directors, President and
Chief Executive Officer; Marshall N. Morton, Senior Vice
President, Chief Financial Officer and Director; Robert P.
Black, Director; Charles A. Davis, Director; Robert V.
Hatcher, Jr., Director; John G. Medlin, Jr., Director;
Roger H. Mudd, Director; Wyndham Robertson, Director; Henry
L. Valentine, Director; Stephen Y. Dickinson, Controller;
George L. Mahoney, General Counsel and Secretary; H. Graham
Woodlief, Jr., Vice President, President of Publishing
Division; and Stephen R. Zacharias, Treasurer. Messrs.
Davis, Hatcher and Medlin are expected to be nominated by
the Board of Directors as candidates for election as
directors of Media General at the Annual Meeting of
Stockholders by the holders of Class A Common Stock; and
Miss Robertson and Messrs. Bryan, Morton, Black, Mudd, and
Valentine are expected to be nominated by the Board of
Directors as candidates for election as directors of Media
General at the Annual Meeting of Stockholders by the
holders of Class B Common Stock. As of February 17, 2000,
Mr. Bryan beneficially owns 2,717,632 shares of Class A
Common Stock, including 43,782 shares under the Company's
Thrift Plan and options to purchase 168,700 shares. Mr.
Bryan also beneficially owns 428,036 shares of Class B
Common Stock. Mr. Morton beneficially owns 83,683 shares
of Class A Common Stock, including 526 shares under the
Company's Thrift Plan and options to purchase 45,232
shares. Mr. Black beneficially owns 1,663 shares of Class
A Common Stock. Mr. Davis beneficially owns 4,581 shares
of Class A Common Stock. Mr. Hatcher beneficially owns
1,881 shares of Class A Common Stock. Mr. Medlin
beneficially owns 2,381 shares of Class A Common Stock.
Mr. Mudd beneficially owns 0 shares of Class A Common
Stock. Miss Robertson beneficially owns 300 shares of
Class A Common Stock. Mr. Valentine beneficially owns
37,381 shares of Class A Common Stock. Mr. Dickinson
beneficially owns 27,819 shares of Class A Common Stock,
including 4,994 shares under the Company's Thrift Plan and
options to purchase 18,132 shares. Mr. Mahoney
beneficially owns 10,969 shares of Class A Common Stock,
including 703 shares under the Company's Thrift Plan and
options to purchase 3,000 shares. Mr. Woodlief
beneficially owns 64,292 shares of Class A Common Stock,
including 3,781 shares under the Company's Thrift Plan and
options to purchase 41,666 shares. Mr. Zacharias
beneficially owns 24,005 shares of Class A Common Stock,
including 4,417 shares under the Company's Thrift Plan and
options to purchase 14,366 shares.
These amounts do not include deferred Class A Stock
units credited, as of February 17, 2000, 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.
