-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, BL8xXVK2d5fgGwogu196OYkgo8gqwBz4DqNZBjM+TyZuQUhlpiFvH0Q3hqLwxZU8 Y3Z50yljE7dM836PYZ+c6Q== 0000916641-00-000460.txt : 20000406 0000916641-00-000460.hdr.sgml : 20000406 ACCESSION NUMBER: 0000916641-00-000460 CONFORMED SUBMISSION TYPE: DEF 14A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20000519 FILED AS OF DATE: 20000405 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MEDIA GENERAL INC CENTRAL INDEX KEY: 0000216539 STANDARD INDUSTRIAL CLASSIFICATION: NEWSPAPERS: PUBLISHING OR PUBLISHING & PRINTING [2711] IRS NUMBER: 540850433 STATE OF INCORPORATION: VA FISCAL YEAR END: 1227 FILING VALUES: FORM TYPE: DEF 14A SEC ACT: SEC FILE NUMBER: 001-06383 FILM NUMBER: 594229 BUSINESS ADDRESS: STREET 1: 333 E GRACE ST CITY: RICHMOND STATE: VA ZIP: 23219 BUSINESS PHONE: 8046496000 DEF 14A 1 NOTICE OF ANNUAL MEETING 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): ------------------------------------------------------------------------- (4) Proposed maximum aggregate value of transaction: ------------------------------------------------------------------------- (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: ------------------------------------------------------------------------- Notes: [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 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 [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. 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.
Amount Title and Nature Percent Name and Address of of of Beneficial of Beneficial Holder Class Ownership Class ------------------- ------- ------------- ------- 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%
1 - ----------- (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 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.
Number and Percentage* of Shares Beneficially Owned March 17, 2000 Director -------------------------------- Name Age Since Class A (1) % Class B % ---- --- -------- ----------- ---- ------- ---- 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) --
- ----------- *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 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 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 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.
Number and Percentage* of Shares Beneficially Owned March 17, 2000 ----------------------------------------------------------- Class Name A(1) % Class B % ---- --------- ---- ------- ---- 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) --
- ----------- *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 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
Long-Term Compensation ---------------------------- Annual Compensation Awards Name and ---------------------- ---------------------------- All Other Principal Salary Bonus Restricted Stock Compensation Position Year ($) ($) ($)(1) Options (#) ($)(2) --------- ---- -------- -------- ---------------- ----------- ------------ 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
- ----------- (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:
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 ---- -------------- --------------- ------------------ ------- J. Stewart Bryan III.... $6,237 $34,800 $14,400 $55,437 Marshall N. Morton...... -- 19,160 4,827 23,987 H. Graham Woodlief, Jr.. 1,380 13,478 308 15,166 George L. Mahoney....... -- 11,464 1,928 13,392 Stephen R. Zacharias.... 573 7,157 170 7,900
7 Option Grants in Last Fiscal Year The following table provides information on stock options granted in fiscal 1999 to the named executive officers.
Individual Grants ----------------------------------------------- Number of Securities % of Total Grant Underlying Options Exercise Date Options Granted to or Base Present Granted Employees in Price Expiration Value Name (#)(1) Fiscal Year ($/Share) Date ($)(2) ---- ---------- ------------ --------- ------------- -------- J. Stewart Bryan III.... 15,300 11.3% $47.9062 Jan. 27, 2009 $315,165 Marshall N. Morton...... 6,200 4.6% 47.9062 Jan. 27, 2009 127,714 H. Graham Woodlief, Jr.. 3,900 2.9% 47.9062 Jan. 27, 2009 80,336 George L. Mahoney....... 2,200 1.6% 47.9062 Jan. 27, 2009 45,318 Stephen R. Zacharias.... 1,600 1.2% 47.9062 Jan. 27, 2009 32,958
- ----------- (1) The amounts listed under this column represent the number of shares of the Company's Class A Stock covered by options granted to the named executive officers during fiscal 1999 under the provisions of the Media General, Inc., 1996 Employee Non-Qualified Stock Option Plan (the 1996 Plan). Op- tions granted under the 1996 Plan are exercisable in one-third increments over a three-year period and expire 10 years after the date of grant. The options also become fully exercisable upon, and must be exercised within 12 months of, the optionee's death during employment or retirement after age 55. (2) Option values were computed using the Black-Scholes pricing model. The as- sumptions used in the model were: expected volatility of .3112; zero-cou- pon government bond yield of 6.25%; dividend yield of 1.45%; and time to exercise of 10 years. Additionally, a 5.71% discount was applied to re- flect three-year pro rata vesting (3% per year probability of forfeiture). The actual value, if any, an executive may realize will depend on the amount by which the stock price on the date of exercise exceeds the exer- cise price. There is no assurance that the value actually realized by an executive will be at or near the value estimated by use of the Black- Scholes model. 8 Aggregated Option Exercises in Last Fiscal Year and Fiscal Year-End Option Values The following table provides information with respect to options exercised during fiscal 1999 and the number and value of stock options outstanding at the fiscal year-end.
Number of Securities Underlying Unexercised Value of Unexercised Options at In-the-Money Options Shares Fiscal Year-End (#) at Fiscal Year-End ($)(1) Acquired On Value ------------------------- ------------------------- Name Exercise (#) Realized ($) Exercisable Unexercisable Exercisable Unexercisable ---- ------------ ------------ ----------- ------------- ----------- ------------- 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
- ----------- (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.
Lifetime Annual Benefit Highest Five-Year at or After Average Compensation Normal Retirement Date -------------------- ----------------------- $ 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
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 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 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 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 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 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. ---------------------------- [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! 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. ---------------------------- [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! 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. --------------------------- [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! -----END PRIVACY-ENHANCED MESSAGE-----