-----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, Ql+fc+hwOQ5PCOqtiROqdvd9KlqbCCPNTQkwMH4k5hnqCdjnX1qNFKCkhl3ml2g5 5JTItNIftWGYTAuJ3wcvcw== 0000950142-08-000205.txt : 20080125 0000950142-08-000205.hdr.sgml : 20080125 20080125135001 ACCESSION NUMBER: 0000950142-08-000205 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20080125 DATE AS OF CHANGE: 20080125 GROUP MEMBERS: F. JACK LIEBAU, JR. GROUP MEMBERS: HARBERT MANAGEMENT CORPORATION GROUP MEMBERS: HARBINGER CAPITAL PARTNERS MASTER FUND I, LTD. GROUP MEMBERS: HARBINGER CAPITAL PARTNERS OFFSHORE MANAGER, L.L.C. GROUP MEMBERS: HARBINGER CAPITAL PARTNERS SPECIAL SITUATIONS FUND, L.P. GROUP MEMBERS: HARBINGER CAPITAL PARTNERS SPECIAL SITUATIONS GP, LLC GROUP MEMBERS: HMC - NEW YORK, INC. GROUP MEMBERS: HMC INVESTORS, L.L.C. GROUP MEMBERS: MICHAEL D. LUCE GROUP MEMBERS: PHILIP FALCONE GROUP MEMBERS: RAYMOND J. HARBERT SUBJECT COMPANY: 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: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-12874 FILM NUMBER: 08550244 BUSINESS ADDRESS: STREET 1: 333 E FRANKLIN ST CITY: RICHMOND STATE: VA ZIP: 23219 BUSINESS PHONE: 8046496000 MAIL ADDRESS: STREET 1: 333 E FRANKLIN ST CITY: RICHMOND STATE: VA ZIP: 23219 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HARBINGER CAPITAL PARTNERS MASTER FUND I, LTD. CENTRAL INDEX KEY: 0001233563 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: C/O INTERNATIONAL FUND SERVICES LIMITED STREET 2: THIRD FL, BISHOP'S SQUARE REDMOND'S HILL CITY: DUBLIN 2 STATE: L2 ZIP: 00000 BUSINESS PHONE: 2125216972 MAIL ADDRESS: STREET 1: C/O INTERNATIONAL FUND SERVICES LIMITED STREET 2: THIRD FL, BISHOP'S SQUARE REDMOND'S HILL CITY: DUBLIN 2 STATE: L2 ZIP: 00000 FORMER COMPANY: FORMER CONFORMED NAME: HARBERT DISTRESSED INVESTMENT MASTER FUND LTD DATE OF NAME CHANGE: 20030516 SC 13D/A 1 sc13da2_media.txt MEDIA GENERAL AMENDMENT NO. 2 ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (AMENDMENT NO. 2)* MEDIA GENERAL, INC. ------------------------------------ (Name of Issuer) CLASS A COMMON STOCK (PAR VALUE $5 PER SHARE) --------------------------------------------------- (Title of Class of Securities) 584404107 ----------------------------------- (CUSIP Number) WILLIAM R. LUCAS, JR. ONE RIVERCHASE PARKWAY SOUTH BIRMINGHAM, ALABAMA 35244 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) JANUARY 24, 2008 (Date of Event which Requires Filing of This Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box [_] Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent. * The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). =============================================================================== - --------------------------- --------------------------- CUSIP No. 584404107 Page 2 of 17 - --------------------------- --------------------------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS Harbinger Capital Partners Master Fund I, Ltd. - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_] (b) [X] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS WC - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [_] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF -0- ------------------------------------------------ SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED 2,705,647 ------------------------------------------------ BY EACH REPORTING 9 SOLE DISPOSITIVE POWER PERSON -0- ------------------------------------------------ 10 SHARED DISPOSITIVE POWER 2,705,647 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,705,647 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 12.27% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* CO - -------------------------------------------------------------------------------- - --------------------------- --------------------------- CUSIP No. 584404107 Page 3 of 17 - --------------------------- --------------------------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS Harbinger Capital Partners Offshore Manager, L.L.C. - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_] (b) [X] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS AF - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [_] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF -0- ------------------------------------------------ SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED 2,705,647 ------------------------------------------------ BY EACH REPORTING 9 SOLE DISPOSITIVE POWER PERSON -0- ------------------------------------------------ 10 SHARED DISPOSITIVE POWER 2,705,647 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,705,647 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 12.27% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* OO - -------------------------------------------------------------------------------- - --------------------------- --------------------------- CUSIP No. 584404107 Page 4 of 17 - --------------------------- --------------------------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS HMC Investors, L.L.C. - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_] (b) [X] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS AF - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [_] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF -0- ------------------------------------------------ SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED 2,705,647 ------------------------------------------------ BY EACH REPORTING 9 SOLE DISPOSITIVE POWER PERSON -0- ------------------------------------------------ 10 SHARED DISPOSITIVE POWER 2,705,647 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,705,647 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 12.27% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* OO - -------------------------------------------------------------------------------- - --------------------------- --------------------------- CUSIP No. 584404107 Page 5 of 17 - --------------------------- --------------------------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS Harbinger Capital Partners Special Situations Fund, L.P. - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_] (b) [X] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS WC - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [_] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF -0- ------------------------------------------------ SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED 1,352,807 ------------------------------------------------ BY EACH REPORTING 9 SOLE DISPOSITIVE POWER PERSON -0- ------------------------------------------------ 10 SHARED DISPOSITIVE POWER 1,352,807 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,352,807 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.13% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* PN - -------------------------------------------------------------------------------- - --------------------------- --------------------------- CUSIP No. 584404107 Page 6 of 17 - --------------------------- --------------------------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS Harbinger Capital Partners Special Situations GP, LLC - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_] (b) [X] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS AF - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [_] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF -0- ------------------------------------------------ SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED 1,352,807 ------------------------------------------------ BY EACH REPORTING 9 SOLE DISPOSITIVE POWER PERSON -0- ------------------------------------------------ 10 SHARED DISPOSITIVE POWER 1,352,807 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,352,807 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.13% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* OO - -------------------------------------------------------------------------------- - --------------------------- --------------------------- CUSIP No. 584404107 Page 7 of 17 - --------------------------- --------------------------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS HMC - New York, Inc. - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_] (b) [X] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS AF - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [_] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION New York - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF -0- ------------------------------------------------ SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED 1,352,807 ------------------------------------------------ BY EACH REPORTING 9 SOLE DISPOSITIVE POWER PERSON -0- ------------------------------------------------ 10 SHARED DISPOSITIVE POWER 1,352,807 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,352,807 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.13% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* CO - -------------------------------------------------------------------------------- - --------------------------- --------------------------- CUSIP No. 584404107 Page 8 of 17 - --------------------------- --------------------------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS Harbert Management Corporation - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_] (b) [X] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS AF - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [_] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Alabama - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF -0- ------------------------------------------------ SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED 4,058,454 ------------------------------------------------ BY EACH REPORTING 9 SOLE DISPOSITIVE POWER PERSON -0- ------------------------------------------------ 10 SHARED DISPOSITIVE POWER 4,058,454 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,058,454 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 18.40% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* CO - -------------------------------------------------------------------------------- - --------------------------- --------------------------- CUSIP No. 584404107 Page 9 of 17 - --------------------------- --------------------------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS Philip Falcone - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_] (b) [X] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS AF - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [_] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A. - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF -0- ------------------------------------------------ SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED 4,058,454 ------------------------------------------------ BY EACH REPORTING 9 SOLE DISPOSITIVE POWER PERSON -0- ------------------------------------------------ 10 SHARED DISPOSITIVE POWER 4,058,454 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,058,454 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 18.40% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IN - -------------------------------------------------------------------------------- - --------------------------- --------------------------- CUSIP No. 584404107 Page 10 of 17 - --------------------------- --------------------------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS Raymond J. Harbert - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_] (b) [X] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS AF - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [_] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A. - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF -0- ------------------------------------------------ SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED 4,058,454 ------------------------------------------------ BY EACH REPORTING 9 SOLE DISPOSITIVE POWER PERSON -0- ------------------------------------------------ 10 SHARED DISPOSITIVE POWER 4,058,454 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,058,454 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 18.40% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IN - -------------------------------------------------------------------------------- - --------------------------- --------------------------- CUSIP No. 584404107 Page 11 of 17 - --------------------------- --------------------------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS Michael D. Luce - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_] (b) [X] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS AF - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [_] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A. - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF -0- ------------------------------------------------ SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED 4,058,454 ------------------------------------------------ BY EACH REPORTING 9 SOLE DISPOSITIVE POWER PERSON -0- ------------------------------------------------ 10 SHARED DISPOSITIVE POWER 4,058,454 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,058,454 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 18.40% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IN - -------------------------------------------------------------------------------- - --------------------------- --------------------------- CUSIP No. 584404107 Page 12 of 17 - --------------------------- --------------------------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS F. Jack Liebau, Jr. - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_] (b) [X] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS PF - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [_] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A. - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 1,000 ------------------------------------------------ SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED -0- ------------------------------------------------ BY EACH REPORTING 9 SOLE DISPOSITIVE POWER PERSON 1,000 ------------------------------------------------ 10 SHARED DISPOSITIVE POWER -0- - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,000 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Less than 1% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IN - -------------------------------------------------------------------------------- - --------------------------- --------------------------- CUSIP No. 584404107 Page 13 of 17 - --------------------------- --------------------------- ITEM 1. SECURITY AND ISSUER. This Amendment No. 2 to Schedule 13D ("Amendment No. 2") is being filed by the undersigned to amend the Schedule 13D filed by the Reporting Persons on December 17, 2007, as amended by Amendment No. 1 on January 18, 2008 (as amended, the "Schedule 13D"), with respect to the Class A Common Stock, $5.00 par value per share (the "Shares"), of Media General, Inc. (the "Issuer"). The address of the Issuer is 333 E. Franklin St., Richmond, VA 23219. ITEM 2. IDENTITY AND BACKGROUND. Item 2 of the Schedule 13D is hereby amended by deleting the first two paragraphs thereof and replacing such paragraphs with the following: "(a-c, f) This Schedule 13D is being filed by Harbinger Capital Partners Master Fund I, Ltd. (the "Master Fund"), an investment fund, Harbinger Capital Partners Offshore Manager, L.L.C. ("Harbinger Manager"), the investment manager of the Master Fund, HMC Investors, L.L.C., its managing member ("HMC Investors"), Harbinger Capital Partners Special Situations Fund, L.P. (the "Special Fund"), an investment fund, Harbinger Capital Partners Special Situations GP, LLC, the general partner of the Special Fund ("HCPSS"), HMC - New York, Inc., the managing member of HCPSS ("HMCNY"), Harbert Management Corporation ("HMC"), the managing member of HMC Investors and the parent of HMCNY, Philip Falcone, a shareholder of HMC and the portfolio manager of the Master Fund and the Special Fund, Raymond J. Harbert , a shareholder of HMC, Michael D. Luce, a shareholder of HMC, and F. Jack Liebau, Jr., President and Portfolio Manager of Liebau Asset Management Company (each of the Master Fund, Harbinger Manager, HMC Investors, the Special Fund, HCPSS, HMCNY, HMC and Messrs. Falcone, Harbert, Luce and Liebau, a "Reporting Person", and collectively, the "Reporting Persons"). - --------------------------- --------------------------- CUSIP No. 584404107 Page 14 of 17 - --------------------------- --------------------------- The Master Fund is a Cayman Islands corporation with its principal business address at c/o International Fund Services (Ireland) Limited, Third Floor, Bishop's Square, Redmond's Hill, Dublin 2, Ireland. Each of Harbinger Manager, HMC Investors and HCPSS is a Delaware limited liability company. The Special Fund is a Delaware limited partnership. HMC is an Alabama corporation. HMCNY is a New York corporation. Each of Philip Falcone, Raymond J. Harbert, Michael D. Luce and F. Jack Liebau, Jr. is a United States citizen. The principal business address for each of the Special Fund, HCPSS, HMCNY and Philip Falcone is 555 Madison Avenue, 16th Floor, New York, New York 10022. The principal business address for each of Harbinger Manager, HMC Investors, HMC, Raymond J. Harbert and Michael D. Luce is One Riverchase Parkway South, Birmingham, Alabama 35244. The principal business address for Mr. Liebau is c/o Liebau Asset Management Company, 301 E. Colorado Blvd., Suite 810, Pasadena, CA 91101." ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. Item 3 of the Schedule 13D is hereby amended by inserting the following paragraphs at the end of the tenth paragraph thereof: "As of the date hereof F. Jack Liebau, Jr. may be deemed to beneficially own 1,000 Shares." ITEM 4. PURPOSE OF TRANSACTION. Item 4 of the Schedule 13D is hereby amended by deleting the last paragraph thereof and replacing such paragraph with the following: "On January 24, 2008, the Master Fund and the Special Fund delivered a notice (the "Notice") to the Corporate Secretary of the Issuer formally notifying the Issuer of their nomination for election as Class A directors of the Issuer at the 2008 annual meeting of stockholders of the Issuer (the "2008 Annual Meeting") the following three individuals to succeed the current Class A directors whose terms expire at the 2008 Annual Meeting (or any director named to fill any vacancy created by the death, retirement, resignation or removal of any such directors): J. Daniel Sullivan, F. Jack Liebau, Jr. and Eugene I. Davis. As indicated in the Notice, the entire expense of soliciting proxies in connection with the 2008 Annual Meeting is being borne by the Master Fund and the Special Fund. The Master Fund and the Special Fund intend to seek reimbursement of the costs of this solicitation from the Issuer but do not intend to submit the question of reimbursement to a vote of the Issuer's security holders. A copy of the Notice is attached hereto as Exhibit E. - --------------------------- --------------------------- CUSIP No. 584404107 Page 15 of 17 - --------------------------- --------------------------- IMPORTANT INFORMATION THE REPORTING PERSONS INTEND TO MAKE A PRELIMINARY FILING WITH THE SECURITIES AND EXCHANGE COMMISSION OF A PROXY STATEMENT AND AN ACCOMPANYING PROXY CARD TO BE USED TO SOLICIT PROXIES IN CONNECTION WITH THE ISSUER'S 2008 ANNUAL MEETING. SECURITY HOLDERS ARE ADVISED TO READ THE PROXY STATEMENT AND OTHER DOCUMENTS RELATED TO THE SOLICITATION OF PROXIES FROM STOCKHOLDERS OF THE ISSUER FOR USE AT THE 2008 ANNUAL MEETING WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION, INCLUDING INFORMATION RELATING TO THE PARTICIPANTS IN SUCH PROXY SOLICITATION. WHEN COMPLETED, A DEFINITIVE PROXY STATEMENT AND A FORM OF PROXY WILL BE MAILED TO THE ISSUER'S STOCKHOLDERS AND WILL BE AVAILABLE AT NO CHARGE AT THE SECURITIES AND EXCHANGE COMMISSION'S WEBSITE AT HTTP://WWW.SEC.GOV. INFORMATION RELATING TO THE PARTICIPANTS IN SUCH PROXY SOLICITATION IS CONTAINED IN THE NOTICE ATTACHED HERETO AS EXHIBIT E." ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. Item 5 of the Schedule 13D is hereby amended by adding the following at the end of paragraphs (a) and (b) thereof: "(a, b) As of the date hereof, F. Jack Liebau, Jr. may be deemed to be the beneficial owner of 1,000 Shares, constituting less than 1% of the Shares outstanding of the Issuer, based upon 22,052,850 Shares outstanding as of November 4, 2007 (as provided by the Company on November 8, 2007). Mr. Liebau has the sole power to vote or direct the vote of 1,000 Shares; has the shared power to vote or direct the vote of 0 Shares; has sole power to dispose or direct the disposition of 1,000 Shares; and has shared power to dispose or direct the disposition of 0 Shares. The 1,000 Shares held by Mr. Liebau are held in an account jointly owned with his spouse. As a result of Mr. Liebau's nomination for election as a director of the Issuer and other relationship described herein, the Reporting Persons may each be deemed to be the beneficial owners of all of the Shares beneficially owned by each of the other Reporting Persons. Each Reporting Person disclaims beneficial ownership of such additional Shares except to the extent of its or his pecuniary interest therein." ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. No material change. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. Exhibit E: Notice of Nomination Exhibit F: Joint Filing Agreement - --------------------------- --------------------------- CUSIP No. 584404107 Page 16 of 17 - --------------------------- --------------------------- SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. HARBINGER CAPITAL PARTNERS MASTER FUND I, LTD. By: Harbinger Capital Partners Offshore Manager, L.L.C. By: HMC Investors, L.L.C., Managing Member By: /s/ William R. Lucas, Jr. --------------------------------------- Name: William R. Lucas, Jr. Title: Executive Vice President HARBINGER CAPITAL PARTNERS OFFSHORE MANAGER, L.L.C.* By: HMC Investors, L.L.C., Managing Member By: /s/ William R. Lucas, Jr. --------------------------------------- Name: William R. Lucas, Jr. Title: Executive Vice President HMC INVESTORS, L.L.C.* By: /s/ William R. Lucas, Jr. --------------------------------------- Name: William R. Lucas, Jr. Title: Executive Vice President HARBINGER CAPITAL PARTNERS SPECIAL SITUATIONS FUND, L.P. By: Harbinger Capital Partners Special Situations GP, LLC By: HMC - New York, Inc., Managing Member By: /s/ William R. Lucas, Jr. --------------------------------------- Name: William R. Lucas, Jr. Title: Executive Vice President - --------------------------- --------------------------- CUSIP No. 584404107 Page 17 of 17 - --------------------------- --------------------------- HARBINGER CAPITAL PARTNERS SPECIAL SITUATIONS GP, LLC* By: HMC - New York, Inc., Managing Member By: /s/ William R. Lucas, Jr. --------------------------------------- Name: William R. Lucas, Jr. Title: Executive Vice President HMC - NEW YORK, INC.* By: /s/ William R. Lucas, Jr. --------------------------------------- Name: William R. Lucas, Jr. Title: Executive Vice President HARBERT MANAGEMENT CORPORATION* By: /s/ William R. Lucas, Jr. --------------------------------------- Name: William R. Lucas, Jr. Title: Executive Vice President /s/ Philip Falcone* ------------------------------------ Philip Falcone /s/ Raymond J. Harbert* ------------------------------------ Raymond J. Harbert /s/ Michael D. Luce* ------------------------------------ Michael D. Luce /s/ F. Jack Liebau, Jr. ------------------------------------ F. Jack Liebau, Jr. January 24, 2008 * The Reporting Persons disclaim beneficial ownership in the shares reported herein except to the extent of their pecuniary interest therein. EX-99 2 sc13da2media-ex_e.txt NOTICE OF NOMINATION EXHIBIT E --------- Harbinger Capital Partners Harbinger Capital Partners Special Master Fund I, Ltd. Situations Fund, L.P. c/o International Fund 555 Madison Avenue, 16th Floor Services (Ireland) Limited New York, New York 10022 Third Floor, Bishop's Square Redmond's Hill, Dublin 2, Ireland January 24, 2008 BY HAND AND FACSIMILE Media General, Inc. 333 East Franklin Street Richmond, VA 23219 Attention: Corporate Secretary BY HAND Corporate Secretary Media General, Inc. c/o George L. Mahoney, Registered Agent 333 East Franklin Street Richmond, VA 23219 Re: Notice of Nomination of Candidates for Election to the Board of Directors at the Upcoming Annual Meeting of Media General, Inc. ------------------------------------------------- Dear Secretary: This notice (including Appendix I and Exhibit A attached hereto, the "Notice") of the decision of Harbinger Capital Partners Master Fund I, Ltd. (the "Master Fund") and Harbinger Capital Partners Special Situations Fund, L.P. (the "Special Fund" and, together with the Master Fund, the "HCP Funds"), the beneficial owners of an aggregate of 4,058,454 shares (the "Shares") of the Class A common stock, par value $5.00 per share ("Class A Stock"), of Media General, Inc., a Virginia corporation (the "Company"), to propose the nomination of and nominate candidates for election to the Board of Directors of the Company (the "Board") at the next Annual Meeting of stockholders of the Company currently scheduled for April 24, 2008, including any adjournments or postponements thereof or any special meeting that may be called in lieu thereof (the "2008 Annual Meeting"), is being delivered to you in accordance with the requirements set forth under Section 7 of Article I regarding director nominations (the "Nomination Requirements") of the Amended and Restated By-laws of the Company (the "By-laws"). The Master Fund is the direct record owner of 1,000 of the Shares and is the beneficial owner of an additional 2,704,647 of the Shares held in street name. The Special Fund is the direct record owner of 1,000 of the Shares and is the beneficial owner of an additional 1,351,807 of the Shares held in street name. Notice of Nomination of Candidates Page 2 Pursuant to the Nomination Requirements, this Notice sets forth with respect to each of the HCP Nominees (as defined below): (a) the name, age, business address and residence address of such person, (b) the employer and principal occupation of such person, (c) a biographical profile of such person, including educational background and business and professional experience, (d) the class or series and number of shares of capital stock of the Company which are owned beneficially and of record by such person and (e) any other information relating to such person that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for election of directors pursuant to Section 14 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations promulgated thereunder. In addition, pursuant to the Nomination Requirements and as applicable, this Notice sets forth for each of the HCP Funds (as record owner of shares of Class A Stock): (a) the name and record address of such HCP Fund, (b) the employer and principal occupation of such HCP Fund, (c) the class or series and number of shares of capital stock of the Company which are owned beneficially or of record by such HCP Fund, (d) a description of all arrangements or understandings between such HCP Fund and each proposed nominee and any other person or persons (including their names) pursuant to which the nomination(s) are to be made by such HCP Fund, (e) a representation that such HCP Fund intends to appear in person or by proxy at the meeting to nominate the person or persons named in this notice and (f) any other information relating to such HCP Fund that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for election of directors pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder. This Notice also attaches as Exhibit A hereto a copy of signed consents executed by each of the HCP Nominees to being named as nominees and to serving as directors of the Company, if elected. A. BACKGROUND The HCP Funds initially acquired their Shares because they believe that the Shares represented an attractive investment. The HCP Funds and the other Harbinger Persons (as defined below) initially reported their investment on a Schedule 13G on July 2, 2007. Following that filing, the Harbinger Persons examined the financial and operating performance of the Company and believe the time is appropriate to enhance the Company's corporate governance and re-examine and adjust its strategic direction in order to (i) more directly address the challenges faced by the Company, (ii) sustain and improve its long term profitability, (iii) optimize the Company's capital allocation and (iv) bring increased focus on maximizing stockholder value to the Company's decision making. Therefore, on December 17, 2007, the Harbinger Persons filed a Schedule 13D with respect to their investment in the Shares. Notice of Nomination of Candidates Page 3 In their Schedule 13D, the Harbinger Persons disclosed that they were reserving the right to be in contact with the members of the Company's management, the members of the Board, other significant stockholders and others regarding alternatives that the Company could employ to maximize stockholder value, and to nominate candidates for election to the Board. The Harbinger Persons also reserved the right to effect transactions that would change the number of Shares they may be deemed to beneficially own. Further, the Harbinger Persons reserved the right to act in concert with any other stockholders of the Company, or other persons, for a common purpose should they determine to do so, and/or to recommend courses of action to the Company's management, the Board and the stockholders of the Company. Subsequent to the filing of the Schedule 13D, the HCP Funds determined that nominating the HCP Nominees for election to the Board represented the most appropriate course of action to enhance stockholder value at this time. B. NOTICE OF NOMINATION OF CANDIDATES FOR ELECTION TO THE BOARD The HCP Funds hereby propose the nomination of and nominate the following individuals (the "HCP Nominees") for election to the Board as Class A directors (as defined in Section 2 of Article II of the By-laws) to succeed the current Class A directors whose terms expire at the 2008 Annual Meeting (or any director named to fill any vacancy created by the death, retirement, resignation or removal of any such directors): o Eugene I. Davis o F. Jack Liebau, Jr. o J. Daniel Sullivan The HCP Funds reserve the right to nominate, substitute or add additional persons (a) in the event that the Company purports to increase the number of directorships to each additional directorship created, (b) if the Company makes or announces any changes to its By-laws or takes or announces any other action that has, or if consummated would have, the effect of disqualifying any of the HCP Nominees or any additional nominee nominated pursuant to the preceding clause (a) and/or (c) in the event any of the HCP Nominees named in Appendix I are unable or hereafter become unwilling for any reason to serve as a director. Additional nominations made pursuant to the preceding clauses (a) and/or (b) will be made without prejudice to or waiver of the position of the HCP Funds that any attempt to increase the size of the Board or disqualify any of the HCP Nominees through By-law amendments or otherwise constitutes unlawful manipulation of the Company's corporate machinery. Notice of Nomination of Candidates Page 4 As required by the Nomination Requirements, the following information constitutes all of the information relating to the HCP Nominees and the HCP Funds that would be required to be disclosed in solicitations for proxies for election of directors pursuant to Section 14 under the Exchange Act and the rules and regulations promulgated thereunder as well as all other information required to be set forth in this Notice. To the extent that information set forth at any point in this Notice is responsive to a specific item below, each such item shall be deemed to incorporate such information, no matter where such information appears in this Notice. The information set forth in Appendix I is incorporated herein by reference. All information set forth herein relating to any person other than the HCP Funds is given only to the knowledge of the HCP Funds. Information required by Section 7 of Article I of the By-laws regarding (as record owner of shares of Class A Stock) the name and address of the persons making the nomination, as they appear on the Company's books, and the class and number of shares of the Company owned beneficially and of record by each such person is as set forth herein, including Appendix I and Exhibit A attached hereto. To the extent additional information is provided regarding the persons making the solicitation, such information is provided voluntarily for context or completeness. ITEM 4. PERSONS MAKING THE SOLICITATION (b). The solicitation for election of the HCP Nominees will be made by the HCP Funds. By virtue of Instruction 3 of Item 4 of Schedule 14A, the Harbinger Persons (hereinafter defined) and the HCP Nominees (collectively, the "Participants") will be considered participants in the solicitation. The HCP Nominees may make solicitations of proxies but will not receive compensation for acting as nominees as set forth herein. Proxies may be solicited by mail, facsimile, telephone, telegraph, electronic mail, in person and by advertisements. Solicitations may also be made by certain directors, officers, members and employees of the Harbinger Persons, none of whom will receive additional compensation for such solicitation. None of the Participants has, as of the date hereof, retained any person to provide proxy solicitation or advisory services in connection with the solicitation. The HCP Funds expect to retain a proxy solicitation firm in connection with the solicitation, but have not yet retained such firm. The HCP Funds will request banks, brokerage houses and other custodians, nominees and fiduciaries to forward all solicitation materials to the beneficial owners of the shares of Class A Stock they hold of record. The HCP Funds will reimburse these record holders for their reasonable out-of-pocket expenses in so doing. The costs of this solicitation of proxies, and other costs specifically related to this solicitation, are currently estimated to be approximately $500,000. The HCP Funds estimate that through the date hereof, its total expenditures to date for, in furtherance of, or in connection with, this solicitation are approximately $35,000. The entire expense of soliciting proxies is being borne by the HCP Funds. The HCP Funds intend to seek reimbursement of the costs of this solicitation from the Company but do not intend to submit the question of reimbursement to a vote of the Company's security holders. Notice of Nomination of Candidates Page 5 ITEM 5. INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON (b)(1). Information as to any substantial interest, direct or indirect, by security holdings or otherwise, in any matter to be acted upon at the 2008 Annual Meeting with respect to the Participants is set forth herein. Except for 1,000 shares of Class A Stock beneficially owned in a joint account by Mr. Liebau and his spouse (Carol Liebau, same address as Mr. Liebau) and as otherwise set forth in Appendix I, none of the Participants beneficially owns any securities of the Company or has any personal ownership interest, direct or indirect, in any securities of the Company. The direct and indirect security holdings of HCP Funds are as follows: (x) the Master Fund is the direct record owner of 1,000 of the Shares and is the beneficial owner of an additional 2,704,647 of the Shares held in street name, and (y) the Special Fund is the direct record owner of 1,000 of the Shares and is the beneficial owner of an additional 1,351,807 of the Shares held in street name. In addition, (i) Harbinger Capital Partners Offshore Manager, L.L.C. ("Harbinger Manager"), the investment manager of the Master Fund, and HMC Investors, L.L.C., the managing member of Harbinger Manager ("HMC Investors"), may be deemed to beneficially own Shares held by the Master Fund, (ii) Harbinger Capital Partners Special Situations GP, LLC, the general partner of the Special Fund ("HCPSS"), and HMC - New York, Inc., the managing member of HCPSS ("HMCNY"), may be deemed to beneficially own Shares held by the Special Fund, and (iii) Harbert Management Corporation ("HMC"), the managing member of HMC Investors and the parent of HMCNY, Philip A. Falcone, a stockholder of HMC and the portfolio manager of the Master Fund and the Special Fund, Raymond J. Harbert, a stockholder of HMC, and Michael D. Luce, a stockholder of HMC (each of the Master Fund, Harbinger Manager, HMC Investors, HMC, Special Fund, HCPSS, HMCNY, Philip A. Falcone, Raymond J. Harbert and Michael D. Luce are collectively referred to herein as the "Harbinger Persons"), may be deemed to beneficially own Shares held by the Master Fund and the Special Fund. Each of Harbinger Manager, HMC Investors, HCPSS, HMCNY, HMC, Mr. Falcone, Mr. Harbert and Mr. Luce disclaim beneficial ownership of the Shares. The HCP Nominees may be deemed to have an interest in their nominations for election to the Board by virtue of compensation the HCP Nominees will receive from the Company as a director, if elected to the Board. (i) Set forth in Appendix I attached hereto, which is incorporated herein by reference, are the names and business addresses of each of the Participants. Notice of Nomination of Candidates Page 6 (ii) Set forth in Appendix I attached hereto, which is incorporated herein by reference, is (a) the present principal occupation or employment of each Harbinger Person and (b) the present principal occupation or employment for each of the HCP Nominees, and the name, principal business and address of any corporation or other organization in which such employment is carried on. (iii) During the past ten years, no Participant has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (iv), (v), (vi), (vii), (ix) and (x) Except as set forth in this Item 5(b)(1) or in Appendix I hereto, which is incorporated herein by reference, no Participant, and none of their respective associates, owns beneficially, directly or indirectly, or of record but not beneficially, any securities of the Company, or any parent or subsidiary of the Company, nor has any Participant purchased or sold any securities of the Company within the last two years. Set forth in Appendix I hereto are transactions in the Company's securities effected by the Participants within the past two years. The HCP Funds used their own assets to purchase the Shares owned by them. The Shares owned by the HCP Funds were originally purchased through and held in brokerage custodian accounts which, from time to time in the ordinary course, may utilize margin borrowing in connection with purchasing, borrowing or holding of securities, and such Shares may thereby have been, or in the future may become, subject to the terms and conditions of such margin debt and terms, together with all other securities held therein. Mr. Liebau used his own assets to purchase the 1,000 shares of Class A Stock owned jointly by Mr. Liebau and his spouse and such shares are held in a cash brokerage account (no margin). As of the date hereof, no part of the purchase price or market value of any of the Shares (or shares of Class A Stock held jointly by Mr. Liebau with his spouse) is represented by funds borrowed or otherwise obtained for the purpose of acquiring or holding such shares. (viii) Except as set forth in Appendix I hereto, no Participant is, or has been within the past year, a party to any contract, arrangement or understanding with any person with respect to any securities of the Company, including, but not limited to, joint ventures, loan or option arrangements, puts or calls, guarantees against loss or guarantees of profit, division of losses or profit, or the giving or withholding of proxies. On November 6, 2007, Mr. Liebau sent a letter to the Secretary of the Company nominating himself as a candidate for election to the Board at the 2008 Annual Meeting. On November 14, 2007, funds managed by Mario Gabelli's GAMCO Investors, Inc., which based on public filings holds an approximate 20.9% ownership interest in the Company, sent a letter to the Company (copy filed on an amendment to its Schedule 13D) "strongly supporting" the nomination of Mr. Liebau for election to the Board and noting that there are no arrangements or understandings between GAMCO and Mr. Liebau or any other person or persons pursuant to which Mr. Liebau is being recommended by GAMCO. Mr. Gabelli personally is an individual client of Mr. Liebau's investment advisory firm, Liebau Asset Management Company (comprising less than 1% of the firm's assets under management). Notice of Nomination of Candidates Page 7 (xi) Item 5(b)(xi) of Schedule 14A cross-references the information required by Item 404(a) of Regulation S-K of the Exchange Act with respect to each participant in the solicitation or any associates of such participant. ITEM 404(a) OF REGULATION S-K. No Participant or any of their respective related persons have had or will have a direct or indirect material interest in any transaction since the beginning of the Company's last fiscal year or any currently proposed transactions in which the Company was or is to be a participant and the amount involved exceeds $120,000. (xii)(A) and (B). According to the Company's public filings, under the Company's directors' compensation program, the Company's outside directors receive an annual retainer of $116,000 for all scheduled Board meetings and two scheduled committee meetings. An additional $1,750 is paid for each unscheduled Board meeting and each committee meeting attended by an outside director beyond the two included in the retainer. Pursuant to the Company's Director's Deferred Compensation Plan, each outside director receives 50% of his or her annual compensation, including any additional meeting fees, in deferred Class A Stock units and may elect to receive the other half of his or her annual compensation either fully in cash, fully in deferred stock units, or split evenly in cash and deferred stock units. Annual deferral elections must be made prior to the calendar year in which the retainer and additional meeting fees will be earned. The retainer and additional meeting fees are paid quarterly by the Company. Outside directors are reimbursed for actual expenses incurred for attending meetings. The current Chairman of the Board (who is an executive officer of the Company) is not paid any of these base fees or special fees and receives no extra pay for serving as a director. Prior to 2007, the number of Class A Stock units was determined at the beginning of each calendar year by dividing the annual retainer fee by the value of one share of the Company's Class A Stock, calculated as the average of the closing trading prices for the last ten trading days of the preceding calendar year. Beginning in 2007, the number of Class A Stock units will be determined quarterly, based on the average of the closing trading prices for the last ten trading days of the preceding calendar quarter. Participant accounts are credited quarterly with amounts that are equivalent to dividends earned on Class A Stock. Upon election to the Board, the Board member selects the method of account settlement. Upon termination from the Board for any reason, the Board member or beneficiary will be paid by one of the following methods: lump sum cash or common stock payment, lump sum cash or common stock payment (deferred for one year), annual cash or common stock payments ranging from two to ten years. If no election is made, the director will receive a single common stock distribution as of the date of retirement. Notice of Nomination of Candidates Page 8 In 2005, to further align the interests of directors and stockholders, the Board adopted a share ownership guideline of 5,300 shares of the Company's Class A Stock, including deferred Class A Stock units. The Board recommended that this ownership guideline be attained within five years of a director's election to the Board. The Company has purchased directors' and officers' liability insurance policies for the directors of the Company. Within the limits of their coverage, the policies insure (1) the directors and officers of the Company against certain losses resulting from claims against them in their capacities as directors and officers to the extent that such losses are not indemnified by the Company and (2) the Company to the extent that it indemnifies such directors and officers for such losses as permitted under the laws of Virginia. The Company also provides directors with Company-provided indemnification to the fullest extent permitted by law and the Company's Amended and Restated Articles of Incorporation and By-laws. The HCP Funds expect that the HCP Nominees, if elected, will be indemnified for service as directors of the Company to the same extent indemnification is provided to the current directors of the Company under the Company's Amended and Restated Articles of Incorporation and By-Laws. The HCP Funds also believe that upon election, the HCP Nominees will be covered by the Company's directors' and officers' liability insurance. The Participants disclaim any responsibility for the accuracy of the foregoing information extracted from the Company's public filing. The HCP Nominees will not receive any compensation from the HCP Funds to serve as nominees for election or as a director, if elected, of the Company. The HCP Funds have agreed to indemnify the HCP Nominees against losses incurred in connection with their service as nominees for election as directors of the Company and in connection with the solicitation of proxies in respect thereof, to the extent that indemnification is not otherwise available, including from the Company. The HCP Funds have also agreed to reimburse the HCP Nominees for out-of-pocket expenses incurred in their capacity as nominees, including, without limitation, reimbursement for reasonable travel expenses. Each HCP Nominee has executed a written consent agreeing to be a nominee for election as a director of the Company and to serve as a director if so elected, which consents are attached hereto as Exhibit A. Other than as set forth herein, none of the Participants or any of their respective associates, has any arrangements or understandings with any person or persons with respect to any future employment by the Company or its affiliates or with respect to any future transactions to which the Company or any of its affiliates will or may be a party. (b)(2) The information required to be disclosed in this item with respect to the Harbinger Persons and the HCP Nominees is disclosed in response to Item 5(b)(1) above. Notice of Nomination of Candidates Page 9 ITEM 7. DIRECTORS AND EXECUTIVE OFFICERS (a) Item 7(a) of Schedule 14A cross-references the information required by instruction 4 to Item 103 of Regulation S-K of the Exchange Act with respect to nominees of the persons making the solicitation. Such information is set forth below: INSTRUCTION 4 OF ITEM 103 TO REGULATION S-K. There are no material proceedings in which the HCP Nominees or any of their associates is a party adverse to the Company or any of its subsidiaries, or material proceedings in which such nominee or any such associate has a material interest adverse to the Company or any of its subsidiaries. (b) Item 7(b) of Schedule 14A cross-references the information required by Item 401, Items 404(a) and (b), Item 405, and Items 407(d)(4) and (d)(5) of Regulation S-K of the Exchange Act with respect to nominees of the person making the solicitation. Such information is set forth below: ITEM 401 OF REGULATION S-K. (a) and (e). Each HCP Nominee has executed a consent to being named as a HCP Nominee and to serving as a director of the Company, if so elected. Copies of such consents are attached hereto as Exhibit A. The initial term of each HCP Nominee, if elected, would be for a period of one year in accordance with the By-laws. The following information is set forth in Appendix I attached hereto with respect to each HCP Nominee: name, age, any position and office with the Company held by each such nominee and the term thereof, business experience during the past five years (including principal occupation and employment during the past five years and the name and principal business of any corporation or other organization in which such occupation or employment was carried on) and any directorships held by such person in any company with a class of securities registered pursuant to Section 12 of the Exchange Act or subject to the requirements of Section 15(d) of the Exchange Act or any company registered as an investment company under the Investment Company Act of 1940, as amended. Except as set forth in Appendix I, no occupation or employment is or was, during such period, carried on by any HCP Nominee with the Company or any corporation or organization which is or was a parent, subsidiary or other affiliate of the Company, and none of the HCP Nominees has ever served on the Board. The HCP Funds have agreed to indemnify the HCP Nominees, and to reimburse the HCP Nominees for certain expenses, as described above. Other than as disclosed in the response to Item 5(b) above, there are no arrangements or understandings between the HCP Nominees and any other party pursuant to which any such nominee was or is to be selected as a director or nominee. Notice of Nomination of Candidates Page 10 (b), (c), and (g). These provisions of Item 401 of Regulation S-K are not applicable to the HCP Nominees. (d). There exist no family relationships between any HCP Nominee and any director or executive officer of the Company. (f). On February 8, 2005, High Voltage Engineering Corporation filed for Chapter 11 bankruptcy protection in the United States Bankruptcy Court in Boston (Case No. 05-10787) and Mr. Davis was the Chairman of the Board of Directors of High Voltage Engineering Corporation at the time of such filing. Mr. Davis remained on the High Voltage Engineering Corporation Board until the appointment of the Chapter 11 trustee on or about February 17, 2005. Except as set forth in the preceding sentence, during the last five years, the HCP Nominees were not involved in any of the events described in Item 401(f) of Regulation S-K and that are material to an evaluation of the ability or integrity of any such nominee to become a director of the Company. ITEM 404(a) OF REGULATION S-K. The response to Item 5(b)(1)(xi) above is incorporated herein by reference. ITEM 404(b) OF REGULATION S-K. This provision is not applicable to the HCP Nominees. ITEM 405 OF REGULATION S-K. This provision is not applicable to the HCP Nominees because the HCP Nominees are not directors, officers or ten percent holders of the Company. ITEM 407(d)(4) AND (d)(5) OF REGULATION S-K. These provisions are not applicable to the HCP Nominees. (c) Item 7(c) of Schedule 14A cross-references the information required by Item 407(a) of Regulation S-K of the Exchange Act. ITEM 407(a) OF REGULATION S-K. The corporate governance guidelines of the Company, which are available on the Company's website at www.mediageneral.com, provide that determinations of independence shall be made in accordance with the criteria for independence required by the New York Stock Exchange. The HCP Funds have no knowledge of any facts that would prevent the determination that each of the HCP Nominees is independent. (d) Item 7(d) of Schedule 14A cross-references the information required by Item 407(b), (c)(1), (c)(2), (d)(1), (d)(2), (d)(3), (e)(1), (e)(2), (e)(3) and (f) of Regulation S-K of the Exchange Act. These provisions are not applicable to the HCP Nominees. Notice of Nomination of Candidates Page 11 (e) Item 7(e) of Schedule 14A applies only to registered investment companies and is not applicable to the HCP Nominees. ITEM 8. COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS Item 8 of Schedule 14A cross-references the information required by Item 402 and paragraphs (e)(4) and (e)(5) of Item 407 of Regulation S-K of the Exchange Act with respect to each nominee of the person making the solicitation and associates of such nominee. Such information is set forth below: ITEM 402 OF REGULATION S-K (a)-(j). None of the HCP Nominees or any of their associates has received any cash compensation, cash bonuses, deferred compensation, compensation pursuant to plans, or other compensation, from, or in respect of, services rendered on behalf of the Company that is required to be disclosed under, or is subject to any arrangement described in, these paragraphs of Item 402 of Regulation S-K. (k). The response to Item 5(b)(1)(xii)(A) and (B) above is incorporated herein by reference. Other than as set forth herein, the HCP Funds are not aware of any other arrangements pursuant to which any director of the Company was to be compensated for services during the Company's last fiscal year. ITEM 407(e)(4) OF REGULATION S-K. There are no interlocking relationships that would have required disclosure under this paragraph of Item 407 of Regulation S-K, had the HCP Nominees been directors of the Company. ITEM 407(e)(5) OF REGULATION S-K. These provisions are not applicable to the HCP Nominees. * * * The information included herein represents the HCP Funds' best knowledge as of the date hereof. The HCP Funds reserve the right, in the event such information shall be or become inaccurate, to provide corrective information to the Company as soon as reasonably practicable, although the HCP Funds do not commit to update any information which may change from and after the date hereof. If this Notice shall be deemed for any reason by a court of competent jurisdiction to be ineffective with respect to the nomination of the HCP Nominees at the 2008 Annual Meeting, or if any individual nominee shall be unable to serve for any reason, this Notice shall continue to be effective with respect to any replacement nominees selected by the HCP Funds. Notice of Nomination of Candidates Page 12 The HCP Funds reserve the right to give further notice of additional nominations or business to be made or conducted at the 2008 Annual Meeting or any other meeting of the Company's stockholders. The HCP Funds hereby represent that authorized representatives of each HCP Fund intend to appear in person or by proxy at the 2008 Annual Meeting to nominate the HCP Nominees named in his notice (or such replacement nominees selected by the HCP Funds). Please direct any questions regarding the information contained in this Notice to Robert B. Schumer, Esq. and Jeffrey D. Marell, Esq., Paul, Weiss, Rifkind, Wharton & Garrison LLP, 1285 Avenue of the Americas, New York, New York 10019-6064, (212) 373-3000 (Phone), (212) 757-3990 (Facsimile). [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] IN WITNESS WHEREOF, the parties hereto have caused this Notice to be duly executed on the date first above written. HARBINGER CAPITAL PARTNERS MASTER FUND I, LTD. By: Harbinger Capital Partners Offshore Manager, L.L.C. By: /s/ William R. Lucas, Jr. ------------------------------------ Name: William R. Lucas, Jr. Title: Executive Vice President - General Counsel HARBINGER CAPITAL PARTNERS SPECIAL SITUATIONS FUND, L.P. By: Harbinger Capital Partners Special Situations GP, LLC By: /s/ William R. Lucas, Jr. ------------------------------------ Name: William R. Lucas, Jr. Title: Executive Vice President - General Counsel APPENDIX I: ADDITIONAL INFORMATION CERTAIN INFORMATION RELATING TO THE HARBINGER PERSONS ----------------------------------------------------- The Master Fund, a Cayman Islands corporation, is an investment fund with its principal business and record address at c/o International Fund Services (Ireland) Limited, Third Floor, Bishop's Square, Redmond's Hill, Dublin 2, Ireland. The Special Fund, a Delaware limited partnership, is an investment fund with its principal business address at 555 Madison Avenue, 16th Floor, New York, New York 10022. The address of the Special Fund in the records of the Company is One Riverchase Parkway South, Birmingham, Alabama 35244. Harbinger Manager, a Delaware limited liability company, is the investment manager of the Master Fund; HMC Investors, a Delaware limited liability company, is the managing member of Harbinger Manager; HCPSS, a Delaware limited liability company, is the general partner of the Special Fund; HMCNY, a New York corporation, is the managing member of HCPSS; HMC, an Alabama corporation, is the managing member of HMC Investors and the parent of HMCNY; Philip Falcone, a United States citizen, is a shareholder of HMC and the portfolio manager of the Master Fund and the Special Fund; Raymond J. Harbert, a United States citizen, is a shareholder of HMC; and Michael D. Luce, a United States citizen, is a shareholder of HMC. The principal business address for each of the HCPSS, HMCNY and Philip Falcone is 555 Madison Avenue, 16th Floor, New York, New York 10022. The principal business address for each of Harbinger Manager, HMC Investors, HMC, Raymond J. Harbert and Michael D. Luce is One Riverchase Parkway South, Birmingham, Alabama 35244. I - 1 CERTAIN INFORMATION RELATING TO THE HCP NOMINEES The following table sets forth the name, age, present principal occupation, business and residential address and business experience for the past five years and certain other information, with respect to the HCP Nominees. This information has been furnished to the HCP Funds by the HCP Nominees.
PRINCIPAL OCCUPATION OR EMPLOYMENT DURING THE NAME, AGE AND BUSINESS AND RESIDENTIAL ADDRESS LAST FIVE YEARS; PUBLIC COMPANY DIRECTORSHIPS - ---------------------------------------------- ---------------------------------------------------- Since 1999, Mr. Davis has been the Chairman and Eugene I. Davis (Age 51) Chief Executive Officer of PIRINATE Consulting Group, LLC, a privately held consulting firm Business Address: specializing in turn-around management, merger and acquisition consulting, proxy contests and 5 Canoe Brook Drive strategic planning advisory services for domestic Livingston, NJ 07039 and international public and private business entities. Previously, he was Chief Operating Residential Address: Officer of Total-Tel USA Communications, Inc., an integrated telecommunications provider, from 1998 5 Canoe Brook Drive until 1999, and he has also served as President, Livingston, NJ 07039 Vice-Chairman and Director of Emerson Radio Corp., and CEO and Vice-Chairman of Sport Supply Group, Inc. Since forming PIRINATE, Mr. Davis has advised, managed, sold, liquidated and/or acted in an executive capacity for a number of businesses, including companies operating in the metals, transportation and logistics sectors. Mr. Davis served as Chief Restructuring Officer of RBX Industries, Inc. from January to September 2001 and as Chairman and Chief Executive Officer from September 2001 until 2004. Mr. Davis has served as Chief Executive Officer of Golden Northwest Aluminum, Inc. since May 2005. Golden Northwest Aluminum, Inc. filed for chapter 11 protection on November 10, 2004. Mr. Davis currently serves as Chairman of the Board of Directors for Atari, Inc., Atlas Air Worldwide Holdings, Inc. and Foamex, Inc. Mr. Davis is also a director for Knology Broadband, Inc., American Commercial Lines, Inc., Footstar Inc., Delta Air Lines, Inc. and Viskase Companies Inc. Mr. Davis is a former director of Emerson Radio Corp., Ion Media Networks, Inc., Metals USA, Inc., PRG Shultz International, Inc. and Sports Supply Group, Inc.
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PRINCIPAL OCCUPATION OR EMPLOYMENT DURING THE NAME, AGE AND BUSINESS AND RESIDENTIAL ADDRESS LAST FIVE YEARS; PUBLIC COMPANY DIRECTORSHIPS - ---------------------------------------------- ---------------------------------------------------- Mr. Davis began his career as an attorney and international negotiator with Exxon Corp. and Standard Oil Company (Indiana) and as a partner in two Texas-based law firms where he specialized in corporate/securities law, international transactions and restructuring advice. Mr. Davis is a graduate of Columbia College and holds a Master of International Affairs from the School of International Affairs of Columbia University and a J.D. from Columbia Law School. F. Jack Liebau, Jr. (Age 44) Since 2003, Mr. Liebau has been the President (and founder) of Liebau Asset Management Company, Business Address: a privately held investment manager for individuals, foundations and corporations. 301 E. Colorado Blvd., Suite 810 Liebau Asset Management Company is an investment Pasadena, CA 91101 advisory firm registered with the United States Securities and Exchange Commission. Previously, Residential Address: Mr. Liebau was an equity analyst following media and entertainment industries for Capital Research 1382 Bedford Rd. Company from 1984 to 1986. He was a partner and San Marino, CA 31108 portfolio manager with Primecap Management Company, and served as one of the four co-managers of the Vanguard Primecap Fund, from 1986 to 2003. Mr. Liebau also worked for the Los Angeles times, both as a reporter and as assistant to the publisher. He has written for several publications (including Barron's, for which he wrote a profile on the Company). Mr. Liebau does not presently serve as a director of any public company or registered investment company. He is a director of several charitable organizations, including Edwin Gregson Foundation, Kidspace Children's Museum (Chair of the Finance Committee), California Thoroughbred Backstretch Employees Pension Plan and Andover/Abbot Association of Southern California (past President). Mr. Liebau graduated from Phillips Academy, Andover, and received his A.B. in economics from Stanford University.
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PRINCIPAL OCCUPATION OR EMPLOYMENT DURING THE NAME, AGE AND BUSINESS AND RESIDENTIAL ADDRESS LAST FIVE YEARS; PUBLIC COMPANY DIRECTORSHIPS - ---------------------------------------------- ---------------------------------------------------- J. Daniel Sullivan (Age 56) For the past 30 years, Mr. Sullivan has worked in the television broadcasting industry holding Business Address: various positions from account executive, sales manager, general manager, regional manager, 147 Rue De Grande founder and president of 3 large television Brentwood, Tennessee 37027 groups. Mr. Sullivan has managed, owned or operated over 60 different television stations in Residential Address: the past 20 years. Since 2004, Mr. Sullivan has been a private investor and consultant 147 Rue De Grande specializing in advising various equity funds on Brentwood, Tennessee 37027 media investments and acquisition opportunities. From 1998 to 2004, Mr. Sullivan was the President and Chief Executive Officer of Quorum Broadcasting Company, Inc., a broadcasting company founded by Mr. Sullivan in connection with the acquisition of 16 television stations in 10 markets. From 1996 to 1998, Mr. Sullivan was the President and Chief Executive Officer of Sullivan Broadcasting Company, Inc., an owner/operator of broadcast television stations. Mr. Sullivan does not presently serve as a director of any public company or registered investment company. Mr. Sullivan graduated from the University of Tennessee.
I-4 TRANSACTIONS IN THE SECURITIES OF THE COMPANY On December 31, 2007, the Special Fund caused 1,000 of the Shares beneficially owned by the Special Fund to be registered in the name of the Special Fund and the Master Fund caused 1,000 of the Shares beneficially owned by the Master Fund to be registered in the name of the Master Fund. The remainder of the Shares owned by the HCP Funds are held in street name. Other than as set forth herein or in the Notice, none of the HCP Funds, any Harbinger Person or any HCP Nominee is the record or beneficial owner of any securities of the Company, or any parent or subsidiary of the Company. The Master Fund and the Special Fund have entered into swap agreements (cash settlement) relating to the Class A Stock. These swap agreements have the effect of increasing or decreasing the Master Fund's and/or the Special Fund's economic exposure to the Class A Stock without conferring voting or dispositive power over the notional number of shares referred to in such agreements. The Master Fund and the Special Fund have changed, and may from time to time change, the notional number of shares referred to in such agreements. Other than as set forth herein, none of the Harbinger Persons or any HCP Nominee has effected any transactions in any securities of the Company in the last two years. TRANSACTIONS BY MASTER FUND - -------------------------------------------------------------------------------- Number of Shares of Class A Stock Date of Transaction Purchased/(Sold) Price Per Share - -------------------------------------------------------------------------------- 6/15/2007 165,000 $33.4885 - -------------------------------------------------------------------------------- 6/18/2007 232,000 $34.3041 - -------------------------------------------------------------------------------- 6/19/2007 216,160 $34.1997 - -------------------------------------------------------------------------------- 6/20/2007 130,716 $34.2483 - -------------------------------------------------------------------------------- 6/22/2007 191,364 $32.9889 - -------------------------------------------------------------------------------- 6/25/2007 29,103 $32.6343 - -------------------------------------------------------------------------------- 6/26/2007 120,665 $32.6492 - -------------------------------------------------------------------------------- 6/27/2007 106,994 $32.8975 - -------------------------------------------------------------------------------- 6/28/2007 68,667 $33.1952 - -------------------------------------------------------------------------------- 6/29/2007 84,144 $33.2636 - -------------------------------------------------------------------------------- 7/2/2007 70,000 $33.5148 - -------------------------------------------------------------------------------- 7/3/2007 35,187 $33.9151 - -------------------------------------------------------------------------------- 1/16/2008 1,255,647 $17.9800 - -------------------------------------------------------------------------------- I-5 TRANSACTIONS BY SPECIAL FUND - -------------------------------------------------------------------------------- Number of Shares of Class A Stock Date of Transaction Purchased/(Sold) Price Per Share - ------------------------------------------------------------------------------- 6/15/2007 82,500 $33.4885 - ------------------------------------------------------------------------------- 6/18/2007 115,843 $34.3041 - ------------------------------------------------------------------------------- 6/19/2007 107,781 $34.1997 - ------------------------------------------------------------------------------- 6/22/2007 95,665 $32.9889 - ------------------------------------------------------------------------------- 6/25/2007 80,397 $32.6343 - ------------------------------------------------------------------------------- 6/26/2007 60,335 $32.6492 - ------------------------------------------------------------------------------- 6/27/2007 53,497 $32.8975 - ------------------------------------------------------------------------------- 6/28/2007 34,333 $33.1952 - ------------------------------------------------------------------------------- 6/29/2007 42,056 $33.2636 - ------------------------------------------------------------------------------- 7/2/2007 35,000 $33.5148 - ------------------------------------------------------------------------------- 7/3/2007 17,593 $33.9151 - ------------------------------------------------------------------------------- 1/16/2008 627,807 $17.9800 - ------------------------------------------------------------------------------- TRANSACTIONS BY HCP NOMINEES F. JACK LIEBAU JR. (BENEFICIALLY OWNED JOINTLY WITH MR. LIEBAU'S SPOUSE, CAROL LIEBAU): - -------------------------------------------------------------------------------- Number of Shares of Class A Stock Date of Transaction Purchased/(Sold) Price Per Share - ------------------------------------------------------------------------------- 11/5/2007 200 $26.98 - ------------------------------------------------------------------------------- 11/5/2007 100 $26.92 - ------------------------------------------------------------------------------- 11/5/2007 100 $26.93 - ------------------------------------------------------------------------------- 11/5/2007 100 $26.92 - ------------------------------------------------------------------------------- 11/5/2007 100 $26.97 - ------------------------------------------------------------------------------- 11/5/2007 200 $26.96 - ------------------------------------------------------------------------------- 11/5/2007 100 $26.96 - ------------------------------------------------------------------------------- 11/5/2007 100 $26.93 - ------------------------------------------------------------------------------- I-6 EXHIBIT A --------- CONSENTS OF HCP NOMINEES TO BEING NAMED AS NOMINEES AND TO SERVE AS DIRECTORS OF MEDIA GENERAL, INC. [ATTACHED] CONSENT TO BEING NAMED AS A NOMINEE AND TO SERVE AS DIRECTOR OF MEDIA GENERAL, INC. To: Secretary of Media General, Inc. The undersigned hereby consents (x) to being named as a nominee for election to the Board of Directors of Media General, Inc., a Virginia corporation (the "Company"), (y) to be named in the proxy soliciting materials as such and (z) if duly elected by the stockholders of the Company, to serve as a director of the Company. Dated: January 10, 2008. /s/ Eugene I. Davis ------------------------------ Name: Eugene I. Davis CONSENT TO BEING NAMED AS A NOMINEE AND TO SERVE AS DIRECTOR OF MEDIA GENERAL, INC. To: Secretary of Media General, Inc. The undersigned hereby consents (x) to being named as a nominee for election to the Board of Directors of Media General, Inc., a Virginia corporation (the "Company"), (y) to be named in the proxy soliciting materials as such and (z) if duly elected by the stockholders of the Company, to serve as a director of the Company. Dated: January 12, 2008. /s/ F. Jack Liebau, Jr. --------------------------------- Name: F. Jack Liebau, Jr. CONSENT TO BEING NAMED AS A NOMINEE AND TO SERVE AS DIRECTOR OF MEDIA GENERAL, INC. To: Secretary of Media General, Inc. The undersigned hereby consents (x) to being named as a nominee for election to the Board of Directors of Media General, Inc., a Virginia corporation (the "Company"), (y) to be named in the proxy soliciting materials as such and (z) if duly elected by the stockholders of the Company, to serve as a director of the Company. Dated: January 14, 2008. /s/ J. Daniel Sullivan ------------------------------ Name: J. Daniel Sullivan EX-99 3 sc13da2media-ex_f.txt JOINT FILING AGREEMENT EXHIBIT F --------- AGREEMENT The undersigned agree that this Schedule 13D dated January 24, 2008 relating to the Class A Common Stock ($5.00 par value per share) of Media General, Inc. shall be filed on behalf of the undersigned. HARBINGER CAPITAL PARTNERS MASTER FUND I, LTD. By: Harbinger Capital Partners Offshore Manager, L.L.C. By: HMC Investors, L.L.C., Managing Member By: /s/ William R. Lucas, Jr. --------------------------------------- Name: William R. Lucas, Jr. Title: Executive Vice President HARBINGER CAPITAL PARTNERS OFFSHORE MANAGER, L.L.C.* By: HMC Investors, L.L.C., Managing Member By: /s/ William R. Lucas, Jr. --------------------------------------- Name: William R. Lucas, Jr. Title: Executive Vice President HMC INVESTORS, L.L.C.* By: /s/ William R. Lucas, Jr. --------------------------------------- Name: William R. Lucas, Jr. Title: Executive Vice President HARBINGER CAPITAL PARTNERS SPECIAL SITUATIONS FUND, L.P. By: Harbinger Capital Partners Special Situations GP, LLC By: HMC - New York, Inc., Managing Member By: /s/ William R. Lucas, Jr. --------------------------------------- Name: William R. Lucas, Jr. Title: Executive Vice President HARBINGER CAPITAL PARTNERS SPECIAL SITUATIONS GP, LLC* By: HMC - New York, Inc., Managing Member By: /s/ William R. Lucas, Jr. --------------------------------------- Name: William R. Lucas, Jr. Title: Executive Vice President HMC - NEW YORK, INC.* By: /s/ William R. Lucas, Jr. --------------------------------------- Name: William R. Lucas, Jr. Title: Executive Vice President HARBERT MANAGEMENT CORPORATION* By: /s/ William R. Lucas, Jr. --------------------------------------- Name: William R. Lucas, Jr. Title: Executive Vice President /s/ Philip Falcone* ------------------------------------ Philip Falcone /s/ Raymond J. Harbert* ------------------------------------ Raymond J. Harbert /s/ Michael D. Luce* ------------------------------------ Michael D. Luce /s/ F. Jack Liebau, Jr. ------------------------------------ F. Jack Liebau, Jr. January 24, 2008 * The Reporting Persons disclaim beneficial ownership in the shares reported herein except to the extent of their pecuniary interest therein. -----END PRIVACY-ENHANCED MESSAGE-----