-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, aKnO+7X7PEfy3V5t9L+d1V40pQ9E9/rEgx+b5XjCurSrACziSUx3l/P717t/Yk9b UmOJV76INKQmkji9mu1LTA== 0000216539-94-000023.txt : 19940705 0000216539-94-000023.hdr.sgml : 19940705 ACCESSION NUMBER: 0000216539-94-000023 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19931226 FILED AS OF DATE: 19940628 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MEDIA GENERAL INC CENTRAL INDEX KEY: 0000216539 STANDARD INDUSTRIAL CLASSIFICATION: 2711 IRS NUMBER: 540850433 STATE OF INCORPORATION: VA FISCAL YEAR END: 1226 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-06383 FILM NUMBER: 94536092 BUSINESS ADDRESS: STREET 1: 333 E GRACE ST CITY: RICHMOND STATE: VA ZIP: 23219 BUSINESS PHONE: 8046496000 10-K/A 1 1993 FORM 10K/A-1 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 10-K/A-1 [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 [fee required] For the fiscal year ended December 26, 1993 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 [no fee required] For the transition period____________to___________ Commission File No. 1-6383 MEDIA GENERAL, INC. (Exact name of registrant as specified in its charter) 2 The registrant hereby amends the following items, financial statements, exhibits or other portions of its 1993 Annual Report on Form 10-K as set forth in the pages attached hereto: Exhibits: Amended index to exhibits to the Media General, Inc., 1993 Annual Report on Form 10-K. Exhibit 99 Annual Report of the Thrift Plan Plus For Employees of Media General, Inc., on Form 11-K for the year ended December 30, 1993, and the one day period ended December 31, 1993. 3 Index to Exhibits Exhibit Number Description 2 Letter Agreement dated March 16, 1994, by and among Media General, Inc., Affiliated Newspaper Investment Company, and Garden State Newspapers, Inc. 3(i) The Amended and Restated Articles of Incorporation of Media General, Inc., incorporated by reference to Exhibit 3.1 of Form 10-K for the fiscal year ended December 31, 1989. 3(ii) Bylaws of Media General, Inc., amended as of May 31, 1993. 10.1 1971 Unqualified Stock Option Plan, incorporated by reference to Exhibit 1 to Post-Effective Amendment No. 2 to Registration Statement No. 2-38001. 10.2 Amendment to the 1971 Unqualified Stock Option Plan adopted February, 1974, incorporated by reference to Exhibit 1 to Post-Effective Amendment No. 6 of Registration Statement No. 2-38001. 10.3 Amendment to the 1971 Unqualified Stock Option Plan adopted July 29, 1983, incorporated by reference to Exhibit 10.3 of Form 10-K for the fiscal year ended December 31, 1983. 10.4 Form of Option granted under the 1971 Unqualified Stock Option Plan prior to February, 1974, incorporated by reference to Exhibit 2 to Post-Effective Amendment No. 2 of Registration Statement No. 2-38001. 10.5 Form of Option granted under the 1971 Unqualified Stock Option Plan subsequent to February, 1974, incorporated by reference to Exhibit 2 to Post-Effective Amendment No. 6 of Registration Statement No. 2-38001. 10.6 Addendum dated January, 1984, to Form of Option granted under the 1971 Unqualified Stock Option Plan, incorporated by reference to Exhibit 10.7 of Form 10-K for the fiscal year ended December 31, 1983. 10.7 Addendum dated June 19, 1992, to Form of Option granted under the 1971 Unqualified Stock Option Plan, incorporated by reference to Exhibit 10.7 of Form 10-K for the fiscal year ended December 27, 1992. 10.8 The 1976 Non-Qualified Stock Option Plan, incorporated by reference to Exhibit 1.2 to Registration Statement 2-56905. 10.9 Amendment to the 1976 Non-Qualified Stock Option Plan adopted July 29, 1983, incorporated by reference to Exhibit 10.9 of Form 10-K for the fiscal year ended December 31, 1983. 10.10 Amendment to the 1976 Non-Qualified Stock Option Plan adopted June 19, 1992, incorporated by reference to Exhibit 10.10 of Form 10-K for the fiscal year ended December 27, 1992. 10.11 Form of Option granted under the 1976 Non-Qualified Stock Option Plan, incorporated by reference to Exhibit 2.2 of Registration Statement 2- 56905. 4 10.12 Amendment to the 1976 Non-Qualified Stock Option Plan, dated December 9, 1978, incorporated by reference to Exhibit 1 to Post-Effective Amendment No. 3 of Registration Statement 2-56905. 10.13 Additional Form of Option to be granted under the 1976 Non-Qualified Stock Option Plan, incorporated by reference to Exhibit 2 to Post- Effective Amendment No. 3 Registration Statement 2-56905. 10.14 Addendum dated January, 1984, to Form of Option granted under the 1976 Non-Qualified Stock Option Plan, incorporated by reference to Exhibit 10.13 of Form 10-K for the fiscal year ended December 31, 1983. 15 10.15 Addendum dated June 19, 1992, to Form of Option granted under the 1976 Non-Qualified Stock Option Plan, incorporated by reference to Exhibit 10.15 of Form 10-K for the fiscal year ended December 27, 1992. 10.16 The 1987 Non-Qualified Stock Option Plan adopted May 15, 1987, and as amended on August 21, 1987, incorporated by reference to Exhibit 10.14 of Form 10-K for the fiscal year ended December 31, 1987. 10.17 The Media General, Inc., Restricted Stock Plan adopted May 17, 1991, incorporated by reference to Exhibit 10.1 of Form 10-Q for the quarter ended June 30, 1991. 10.18 Amendment to the 1987 Non-Qualified Stock Option Plan, adopted May 17, 1991, incorporated by reference to Exhibit 10.2 of Form 10-Q for the quarter ended June 30, 1991. 10.19 Amendment to the 1987 Non-Qualified Stock Option Plan adopted June 19, 1992, incorporated by reference to Exhibit 10.19 of Form 10-K for the fiscal year ended December 27, 1992. 10.20 Addendum dated June 19, 1992, to Form of Option granted under the 1987 Non-Qualified Stock Option Plan, incorporated by reference to Exhibit 10.20 of Form 10-K for the fiscal year ended December 27, 1992. 10.21 Media General, Inc., Executive Death Benefit Plan effective January 1, 1991, incorporated by reference to Exhibit 10.17 of Form 10-K for the fiscal year ended December 29, 1991. 10.22 Amendment to the Media General, Inc., Executive Death Benefit Plan dated July 24, 1991, incorporated by reference to Exhibit 10.18 of Form 10-K for the fiscal year ended December 29, 1991. 10.23 1984 Outside Directors Retirement Agreement, incorporated by reference to Exhibit 10.16 of Form 10-K for the fiscal year ended December 31, 1984. 10.24 Employment Agreement between Media General, Inc., and D. Tennant Bryan, dated January 1, 1973, incorporated by reference to Exhibit 10.9 of Form 8 dated August 3, 1981. 5 10.25 Amendment dated September 24, 1981, to Employment Agreement between Media General, Inc., and D. Tennant Bryan dated January 1, 1973, incorporated by reference to Exhibit 10 of Form 10-Q for the quarter ended September 30, 1981. 10.26 Shareholders Agreement, dated May 28, 1987, between Mary Tennant Bryan, Florence Bryan Wisner, J. Stewart Bryan III, and D. Tennant Bryan and J. Stewart Bryan III as Trustees under D. Tennant Bryan Media Trust, and Media General, Inc., incorporated by reference to Exhibit 10.50 of Form 10-K for the fiscal year ended December 31, 1987. 10.27 Amended and Restated Redemption Agreement between Media General, Inc., and D. Tennant Bryan, dated January 29, 1988, incorporated by reference to Exhibit 10.20 of Form 10-K for the fiscal year ended December 31, 1987. 10.28 Employment Contract between Media General, Inc., and Alan S. Donnahoe, dated January 1, 1977, incorporated by reference to Exhibit 10.15 of Form 8 dated August 3, 1981. 10.29 Amendment, dated March 22, 1979, to Employment Contract between Media General, Inc., and Alan S. Donnahoe, dated January 1, 1977, incorporated by reference to Exhibit 10.16 of Form 8 dated August 3, 1981. 10.30 Amendment, dated January 1, 1982, to Employment Contract between Media General, Inc., and Alan S. Donnahoe, dated January 1, 1977, incorporated by reference to Exhibit 10.23 of Form 10-K for the fiscal year ended December 31, 1981. 16 10.31 Amendment, dated December 1, 1984, to Employment Contract between Media General, Inc., and Alan S. Donnahoe, dated January 1, 1977, incorporated by reference to Exhibit 10.22 of Form 10-K for the fiscal year ended December 31, 1984. 10.32 Amendment, dated December 1, 1989, to Employment Contract between Media General, Inc., and Alan S. Donnahoe, dated January 1, 1977, incorporated by reference to Exhibit 10.25 of Form 10-K for the fiscal year ended December 31, 1989. 10.33 Consulting Agreement between Media General, Inc., and James S. Evans, dated January 1, 1992, incorporated by reference to Exhibit 10.29 of Form 10-K for the fiscal year ended December 29, 1991. 10.34 Media General, Inc., Supplemental Thrift Plan dated July 15, 1987, incorporated by reference to Exhibit 10.27 of Form 10-K for the fiscal year ended December 31, 1989. 10.35 Amended and Restated Media General, Inc., Executive Supplemental Retirement Plan adopted as of January 1, 1991, incorporated by reference to Exhibit 10.32 of Form 10-K for the fiscal year ended December 29, 1991. 6 10.36 Deferred Income Plan for Selected Key Executives of Media General, Inc., and form of Deferred Compensation Agreement thereunder dated as of December 1, 1984, incorporated by reference to Exhibit 10.29 of Form 10-K for the fiscal year ended December 31, 1989. 10.37 Amended and Restated Deferred Compensation Agreement between Media General, Inc., and James S. Evans, incorporated by reference to Exhibit 10.30 of Form 10-K for the fiscal year ended December 31, 1989. 10.38 Media General, Inc., Management Performance Award Program, adopted November 16, 1990, and effective January 1, 1991, incorporated by reference to Exhibit 10.35 of Form 10-K for the fiscal year ended December 29, 1991. 10.39 Media General, Inc., Deferred Compensation Plan dated March 28, 1991, effective July 1, 1991, incorporated by reference to Exhibit 10.38 of Form 10-K for the fiscal year ended December 29, 1991. 10.40 Media General, Inc., ERISA Excess Benefits Plan effective January 1, 1991, incorporated by reference to Exhibit 10.39 of Form 10-K for the fiscal year ended December 29, 1991. 10.41 Employment Contract between Media General, Inc., and Basil Snider, Jr., dated March 18, 1994. 10.42 Amended and Restated Partnership Agreement, dated November 1, 1987, by and among Virginia Paper Manufacturing Corp., KR Newsprint Company, Inc., and CEI Newsprint, Inc., incorporated by reference to Exhibit 10.31 of Form 10-K for the fiscal year ended December 31, 1987. 10.43 Amended and Restated License Agreement, dated November 1, 1987, by and among Media General, Inc., Garden State Paper Company, Inc., and Southeast Paper Manufacturing Co., incorporated by reference to Exhibit 10.32 of Form 10-K for the fiscal year ended December 31, 1987. 10.44 Amended and Restated Umbrella Agreement, dated November 1, 1987, by and among Media General, Inc., Knight-Ridder, Inc., and Cox Enterprises, Inc., incorporated by reference to Exhibit 10.34 of Form 10-K for the fiscal year ended December 31, 1987. 10.45 Amended Newsprint Purchase Contract, dated November 1, 1987, by and among Southeast Paper Manufacturing Co., Media General, Inc., Knight- Ridder, Inc., and Cox Enterprises, Inc., incorporated by reference to Exhibit 10.35 of Form 10-K for the fiscal year ended December 31, 1987. 17 10.46 Television affiliations agreement, dated March 22, 1989, between WFLA- TV and National Broadcasting Company, Inc., incorporated by reference to Exhibit 10.32 of Form 10-K for the fiscal year ended December 31, 1988. 10.47 Amendments, dated May 17, 1993, to television affiliations agreement, between WFLA-TV and National Broadcasting Company, Inc., dated March 22, 1989. 7 10.48 Franchise Agreements, dated September 30, 1982, between Media General, Inc., Media General Cable of Fairfax County, Inc., and Fairfax County, Virginia, as amended January 30, 1984, incorporated by reference to Exhibit 10.32 of Form 10-K for the fiscal year ended December 31, 1983. 10.49 Agreement dated March 14, 1988, between Media General Cable of Fairfax County, Inc., and Warner Cable Communications of Reston, Inc., partially assigning Franchise Agreements dated September 30, 1982, incorporated by reference to Exhibit 10.34 of Form 10-K for the fiscal year ended December 31, 1988. 10.50 Cable Television Franchise Ordinance of the Town of Herndon, Virginia, accepted January 24, 1984, by Media General, Inc., and Media General Cable of Fairfax County, Inc., incorporated by reference to Exhibit 10.33 of Form 10-K for the fiscal year ended December 31, 1983. 10.51 Franchise Agreement, dated June 14, 1983, between Media General, Inc., Media General Cable of Fairfax County, Inc., and the City of Fairfax, Virginia, incorporated by reference to Exhibit 10.34 of Form 10-K for the fiscal year ended December 31, 1983. 10.52 Franchise Agreement, dated April 9, 1983, between Media General Cable of Fairfax County, Inc., and the Town of Vienna, Virginia, incorporated by reference to Exhibit 10.35 of Form 10-K for the fiscal year ended December 31, 1983. 10.53 Franchise Agreement, dated July 12, 1983, between Media General Cable of Fairfax County, Inc., Media General, Inc., and the City of Falls Church, Virginia, incorporated by reference to Exhibit 10.36 of Form 10-K for the fiscal year ended December 31, 1983. 10.54 Garden State Newspapers, Inc., Second Amended and Restated Stock Purchase and Shareholders' Agreement dated as of March 31, 1990, incorporated by reference to Exhibit 10.45 of Form 10-K for the fiscal year ended December 31, 1990. 13 Media General, Inc., Annual Report to Stockholders for the fiscal year ended December 26, 1993. 21 List of subsidiaries of the registrant. 23 Consent of Ernst & Young, independent auditors. 99 Annual Report of the Thrift Plan Plus for Employees of Media General, Inc., on Form 11-K for the year ended December 30, 1993, and the one day period ended December 31, 1993. Note: Exhibits 10.1 - 10.41 are management contracts or compensatory plans, contracts or arrangements. 18 8 Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this amendment to be signed on its behalf by the undersigned, thereunto duly authorized. MEDIA GENERAL, INC. (Registrant) By: /s/ Marshall N. Morton --------------------------- Marshall N. Morton Senior Vice President and Chief Financial Officer Date: June 27, 1994 EX-99 2 FORM 11-K 1 Exhibit 99 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 11-K FOR ANNUAL REPORTS OF EMPLOYEE STOCK PURCHASE, SAVINGS AND SIMILAR PLANS PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (Mark One): (X) ANNUAL REPORT PURSUANT TO SECTION 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 30, 1993, and the one day period ended December 31, 1993 or ( ) TRANSITION REPORT PURSUANT TO SECTION 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from___________to_______ Commission file number V-1799 A. Full title of the plan and the address of the plan, if different from that of the issuer named below: THRIFT PLAN PLUS FOR EMPLOYEES OF MEDIA GENERAL, INC. B. Name of the issuer of the securities held pursuant to the plan and the address of its principal executive office: MEDIA GENERAL, INC. 333 East Grace Street Richmond, Virginia 23219 2 Financial Statements Thrift Plan Plus For Employees of Media General, Inc. For the years ended December 30, 1993, and 1992 with Report of Independent Auditors 3 Thrift Plan Plus For Employees of Media General, Inc. Financial Statements For the years ended December 30, 1993, and 1992 Contents Report of Independent Auditors 1 Financial Statements Statements of Net Assets Available for Plan Benefits December 30, 1993, and 1992 2 Statements of Changes in Net Assets Available for Plan Benefits for the years ended December 30, 1993, and 1992 4 Notes to Financial Statements 6 Additional Information Schedule Schedule of Reportable 5% Transactions for the year ended December 30, 1993 A Schedule of Investment Assets December 30, 1993 B 4 Report of Independent Auditors Administrator Thrift Plan Plus For Employees of Media General, Inc. We have audited the accompanying statements of net assets available for plan benefits of the Thrift Plan Plus For Employees of Media General, Inc., as of December 30, 1993 and 1992, and the related statements of changes in net assets available for plan benefits for the years then ended. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for plan benefits of the Plan at December 30, 1993 and 1992, and the changes in its net assets available for plan benefits for the years then ended, in conformity with generally accepted accounting principles. Our audits were made for the purpose of forming an opinion on the basic financial statements taken as a whole. The accompanying supplemental schedules of Investment Assets as of December 30, 1993, and Reportable 5% Transactions for the year ended December 30, 1993, are presented for purposes of complying with the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974, and are not a required part of the basic financial statements. The supplemental schedules have been subjected to the auditing procedures applied in our audit of the 1993 financial statements and, in our opinion, are fairly stated in all material respects in relation to the 1993 basic financial statements taken as a whole. Richmond, Virginia ERNST & YOUNG June 6, 1994 1 5 Thrift Plan Plus For Employees of Media General, Inc. Statement of Net Assets Available For Plan Benefits December 30, 1993
Money Market Media General Fund Equity Fund Stock Fund Loan Fund Total ----------------------------------------------------------------- Assets Investment in Media General, Inc., Class A Common Stock, 2,867,958 shares at market of $29.125 per share, cost $57,732,218 $ - $ - $83,529,276 $ - $ 83,529,276 Other investments, at market: Common trust fund managed by Trustee: Short-term investments, cost $2,324,706 1,466,591 145,244 698,790 14,081 2,324,706 Common trust fund managed by NationsBank Investment Management Division, cost $5,363,940 - 6,098,015 - - 6,098,015 Guaranteed annuity contracts, cost $12,206,404 12,206,404 - - - 12,206,404 Loans to participants - - - 4,594,451 4,594,451 Dividends and interest receivable 2,654 13,112 3,410 29,202 48,378 Contributions receivable 166,051 132,953 745,637 - 1,044,641 Receivable (payable) resulting from participants' fund transfers 544,219 (51,067) (344,072) (149,080) - Other receivables - - - 187,051 187,051 --------------------------------------------------------------- 14,385,919 6,338,257 84,633,041 4,675,705 110,032,922 Liabilities Amounts payable - security purchases - - 215,493 - 215,493 --------------------------------------------------------------- Net assets available for plan benefits $14,385,919 $6,338,257 $84,417,548 $4,675,705 $109,817,429 =============================================================== See accompanying notes.
2 6 Thrift Plan Plus For Employees of Media General, Inc. Statement of Net Assets Available For Plan Benefits December 30, 1992
Money Market Media General Fund Equity Fund Stock Fund Loan Fund Total ----------------------------------------------------------------- Assets Investment in Media General, Inc., Class A Common Stock, 2,741,839 shares at market of $16.875 per share, cost $54,365,106 $ - $ - $46,268,533 $ - $46,268,533 Other investments, at market: Common trust fund managed by Trustee: Short-term investments, cost $2,329,777 24,045 326,048 1,554,878 424,806 2,329,777 Common trust fund managed by NationsBank Investment Management Division, cost $3,645,668 - 4,015,148 - - 4,015,148 Guaranteed annuity contracts, cost $13,788,520 13,788,520 - - - 13,788,520 Loans to participants - - - 4,612,282 4,612,282 Dividends and interest receivable 950 13,430 5,085 33,415 52,880 Contributions receivable 152,195 88,117 719,208 - 959,520 Receivable (payable) resulting from participants' fund transfers 53,792 153,640 396,074 (603,506) - Other receivables - - - 188,073 188,073 --------------------------------------------------------------- 14,019,502 4,596,383 48,943,778 4,655,070 72,214,733 Liabilities Amounts payable - security purchases - 63,719 1,472,152 - 1,535,871 --------------------------------------------------------------- Net assets available for plan benefits $14,019,502 $4,532,664 $47,471,626 $4,655,070 $70,678,862 =============================================================== See accompanying notes.
3 7 Thrift Plan Plus For Employees of Media General, Inc. Statement of Changes in Net Assets Available For Plan Benefits Year ended December 30, 1993
Money Market Media General Fund Equity Fund Stock Fund Loan Fund Total ----------------------------------------------------------------- Investment income: Dividends $ - $ 90,493 $ 1,224,978 $ - $ 1,315,471 Interest 786,374 30,039 45,805 373,925 1,236,143 ---------------------------------------------------------------- 786,374 120,532 1,270,783 373,925 2,551,614 ---------------------------------------------------------------- Net appreciation in fair value of assets - 423,233 34,295,914 - 34,719,147 Contributions: Employers - - 3,498,943 - 3,498,943 Participants 1,657,622 1,363,299 3,978,766 - 6,999,687 ---------------------------------------------------------------- Total 1,657,622 1,363,299 7,477,709 - 10,498,630 ---------------------------------------------------------------- Adjustments for participants' fund transfers 608,259 312,757 (1,028,940) 107,924 - Distributions to withdrawing participants (2,685,838) (414,228) (5,069,544) (461,214) (8,630,824) ---------------------------------------------------------------- Net increase in net assets available for plan benefits 366,417 1,805,593 36,945,922 20,635 39,138,567 Net assets available for plan benefits at December 30, 1992 14,019,502 4,532,664 47,471,626 4,655,070 70,678,862 ---------------------------------------------------------------- Net assets available for plan benefits at December 30, 1993 $14,385,919 $6,338,257 $84,417,548 $4,675,705 $109,817,429 ================================================================ See accompanying notes.
4 8 Thrift Plan Plus For Employees of Media General, Inc. Statement of Changes in Net Assets Available For Plan Benefits Year ended December 30, 1992
Money Market Media General Fund Equity Fund Stock Fund Loan Fund Total ----------------------------------------------------------------- Investment income: Dividends $ - $ 97,243 $ 1,131,436 $ - $ 1,228,679 Interest 997,590 14,408 32,227 415,680 1,459,905 ---------------------------------------------------------------- 997,590 111,651 1,163,663 415,680 2,688,584 ---------------------------------------------------------------- Net appreciation in fair value of assets - 77,103 287,428 - 364,531 Contributions: Employers - - 3,417,936 - 3,417,936 Participants 1,645,960 881,664 4,331,123 - 6,858,747 ---------------------------------------------------------------- Total 1,645,960 881,664 7,749,059 - 10,276,683 ---------------------------------------------------------------- Adjustments for participants' fund transfers (214,391) 345,284 (129,664) (1,229) - Distributions to withdrawing participants (5,425,445) (1,270,085) (5,625,183) (322,132) (12,642,845) ---------------------------------------------------------------- Net increase (decrease) in net assets available for plan benefits (2,996,286) 145,617 3,445,303 92,319 686,953 Net assets available for plan benefits at December 30, 1991 17,015,788 4,387,047 44,026,323 4,562,751 69,991,909 ---------------------------------------------------------------- Net assets available for plan benefits at December 30, 1992 $14,019,502 $4,532,664 $47,471,626 $4,655,070 $70,678,862 ================================================================ See accompanying notes.
5 9 Thrift Plan Plus For Employees of Media General, Inc. Notes to Financial Statements December 30, 1993 1. Contributions The Plan allows participants to elect to contribute 1% to 20% of their total compensation, subject to limitations prescribed by the Internal Revenue Code, by means of regular payroll deductions. Contributions are made in the form of pretax salary reductions or voluntary contributions of after-tax dollars by the participants. Participants can elect to contribute 1% to 10% of their pay, in whole percentages, to the Plan before taxes are withheld from their compensation and 1% to 10%, in whole percentages, after taxes are withheld from their compensation. Employers match a participant's contribution up to a total of up to 6% of the participant's contribution for each plan year based upon the following chart. If a participant contributes more than 6% in total to the Plan, the percent designated as pretax is considered first for purposes of the Company match. Company matching percentage --------------------------- Your TOTAL contribution On pretax portion On after-tax portion percent to be matched of TOTAL of TOTAL by Company contribution contribution contribution ----------------------- ------------ ------------ 1% 75% 50% 2% 75% 50% 3% 75% 50% 4% 75% 50% 5% 65% 50% 6% 55% 50% Contributions from participants are invested in accordance with the terms of the Plan at the option of the participant, in (i) a Money Market Fund for the purchase of certificates of deposit, guaranteed annuity contracts, commercial paper, bonds or interest in a common trust fund invested in money market instruments, (ii) an Equity Fund for the purchase of common stocks of corporations other than Media General, Inc., or interest in an equity common trust fund, (iii) a Media General Stock Fund for the purchase of Class A Common Stock of Media General, Inc., or (iv) certain combinations of these funds as provided by the Plan. Employer contributions are invested in Media General stock subject to the transfer provisions discussed in the following paragraph. The Plan also includes, among other things, a loan feature (see Note 5). Under specified guidelines, a participant may request the Trustee to 6 10 Thrift Plan Plus For Employees of Media General, Inc. Notes to Financial Statements (continued) 1. Contributions (continued) transfer a portion of the participant's balance in other funds into the loan fund for disbursement as a loan to the participant. Repayment of principal and interest is made by payroll deduction and the loans are fully secured by the participant's balance in the loan fund. A participant may change his Investment Option selection as of the first day of any month, with 15 days prior written notice. On any allocation date, a participant who has attained age 55 may elect to transfer 100% of the market value of his account to any of the Investment Options provided for by the Plan. On any allocation date, participants under age 55 may elect to transfer 100% of the market value of their account between the Equity and Money Market Funds. On any allocation date, participants under age 55 may elect to transfer 25% of their account from the Media General Stock Fund. In addition, on any allocation date, participants under age 55 may elect to transfer 25% of their account from the Money Market and/or Equity Fund to the Media General Stock Fund. Participants are permitted to make no more than one transfer in any plan year. The Plan's assets are held by Northern Trust Company, a trustee, pursuant to a trust agreement dated July 1, 1987. NationsBank Investment Management Division manages the common stocks in the Equity Fund and Capitoline Investment Services, Inc., manages the guaranteed annuity contracts in the Money Market Fund. NationsBank Investment Management Division has unlimited authority to select securities which will be purchased by the Equity Fund and Capitoline Investment Services, Inc., has unlimited authority to select guaranteed annuity contracts which will be purchased by the Money Market Fund. 2. Vesting, Withdrawals, and Terminations In the event of termination of employment or withdrawal from the Plan, participants are paid the value of their account attributable to the amounts they contributed plus the value of their account attributable to employer contributions which has vested. The vesting provisions of the Plan provide for immediate 100% vesting of the value of employer pretax matching contributions and, effective as of December 31, 1993, immediate 100% vesting of the value of after-tax matching contributions. 7 11 Thrift Plan Plus For Employees of Media General, Inc. Notes to Financial Statements (continued) 2. Vesting, Withdrawals, and Terminations (continued) The Employer has established the Plan with the intention that it will continue. The Employer has the right at any time to terminate the Plan. The value of the participant's accounts would be distributed to the participant in a manner consistent with the Plan document. The above descriptions are provided for informative purposes. Readers should refer to the Plan document for more complete information. 3. Income Taxes The Internal Revenue Service has ruled that the Plan qualifies under Section 401(a) of the Internal Revenue Code (IRC) and is, therefore, not subject to tax under present income tax law. Employee contributions qualify as "cash or deferred" contributions under Section 401(k) of the IRC. Once qualified, the Plan is required to operate in conformity with the IRC to maintain its qualification. The Plan administrator is not aware of any course of action or series of events which have occurred which might adversely affect the Plan's qualified status. Until such time as a participant or his beneficiary withdraws from the Plan, no income tax is payable by the participant on (i) contributions made by his employer on his behalf, (ii) interest and dividends added to his account, (iii) gains on sales of securities by the trust, or (iv) effective July 1, 1985, on contributions made by the participant in the form of pretax salary reductions not exceeding 6% of his compensation through December 31, 1986, and 10% thereafter, subject to limitations prescribed by the Internal Revenue Code. 4. Investments All investments, other than guaranteed annuity contracts and loans to participants, are carried at market value. Deposits under guaranteed annuity contracts are carried at contract value which equals cost. Loans to participants are carried at original amount of the loan less repayments received. Investments in securities traded on national securities exchanges are valued at the last reported sales price or at the last reported bid quotation if not traded on that day. Investments in common trust funds are valued at their redemption value. Dividends are recorded on the ex-dividend date and interest is accrued as earned. 8 12 Thrift Plan Plus For Employees of Media General, Inc. Notes to Financial Statements (continued) 4. Investments (continued) Investments representing five percent or more of the Plan's net assets at December 30, 1993, consisted of the following: Name and Title Cost Market Value - - ------------------------------------------------------------------------ Media General, Inc. Class A Common Stock $57,732,218 $83,529,276 5. Loans to Participants The Plan has a Loan Fund available to all Plan participants. Loans are made from the participant's account, reducing the investment balance and creating a receivable in the Loan Fund. Loans are secured by the participant's account balance. Loans to terminated participants and loans in default are treated as distributions to the participant. Loans are repaid through payroll deduction including principal and interest. The principal portion reduces the receivable from participants and both principal and interest are transferred to the participant's investment account as repayments are received. Participants may obtain loans based on the vested value of their accounts. New loans cannot exceed 50% of the participant's account value or a maximum of $50,000 in accordance with the Department of Labor's regulations on loans to participants. Loans are limited to one loan per participant per year with a maximum of two loans outstanding at any one time. Loans shall bear a reasonable rate of interest and must be repaid over a period not to exceed 5 years unless it is used to purchase the participant's primary residence, in which case the loan must be repaid over a period not to exceed 10 years. 6. Related Party Transactions Recurring administrative expenses of the Plan, which include trustee fees, are paid by Media General, Inc. Administrative expenses for the years ended December 30, 1993, and 1992, were $304,027 and $320,446, respectively. 9 13 Thrift Plan Plus For Employees of Media General, Inc. Notes to Financial Statements (continued) 7. Reclassification of Prior Year Financials Certain amounts in the prior year's financial statements have been reclassified to be reported on a consistent basis with the current year's presentation. 8. Comparison to Form 5500 Form 5500 requires the recording of a liability for distributions allocated to participants as of year end, but for which disbursement of those funds from the Plan has not yet been made. This requirement is different from the presentation of such funds in the financial statements where they remain in net assets available for plan benefits. The liability per Form 5500 as of December 30, 1993, 1992, and 1991, is $3,221,933, $2,199,367, and $5,773,813, respectively. 9. Plan Year-End Change The Plan changed its year-end date from December 30 to December 31, effective December 31, 1993. 10 14 Additional Information 15 Schedule A Reportable 5% Transactions 16 Thrift Plan Plus For Employees of Media General, Inc. Schedule of Reportable 5% Transactions With Northern Trust Company Year ended December 30, 1993
Average Current Purchase or Transaction Cost of Value of Net Gain or Description of Asset Sale Price Expense Asset Asset (Loss) - - ----------------------------------------------------------------------------------------------------------------------- ($) ($) ($) ($) ($) Transactions by issue: Media General, Inc., Class A Common Stock 195,825 shares bought in 34 transactions 23.47 9,791 4,605,719 4,605,719 - ---------------------------- 4,605,719 - ============================ COLTV Short Term Investment Fund 20,951,745 increases on 175 days 20,951,745 20,951,745 - 20,549,083 decreases on 271 days 20,549,083 20,549,083 - ---------------------------- 41,500,828 - ============================ COLTV Short Term Investment Fund 3,036,009 increases on 72 days 3,036,009 3,036,009 - 3,446,734 decreases on 22 days 3,446,734 3,446,734 - ---------------------------- 6,482,743 - ============================ Media General Participant Loan Asset 2,482,702 CV bought in 64 transactions 2,482,702 2,482,702 - 2,881,295 CV sold in 90 transactions 2,881,295 2,881,295 - ---------------------------- 5,363,997 - ============================
17 Schedule B Investment Assets 18 Thrift Plan Plus For Employees of Media General, Inc. Investment Assets December 30, 1993
Name and Title Cost Market Value - - ------------------------------------------------------------------------ Money Market Fund: Northern Trust Company Short Term Investment Fund $ 1,466,591 $ 1,466,591 ========================== Annuity contracts: Commonwealth Life Guaranteed Annuity Contract, 5.80%, Open Maturity $ 1,486,538 $ 1,486,538 Hartford Life Guaranteed Annuity Contract, 5.39%, March 20, 1995 1,011,278 1,011,278 Hartford Life Guaranteed Annuity Contract, 5.14%, September 18, 1995 1,517,949 1,517,949 Life of Virginia Guaranteed Annuity Contract, 4.63%, Open Maturity 1,544,915 1,544,915 Lincoln National Life Insurance Co., Guaranteed Annuity Contract, 8.84%, March 31, 1994 2,234,536 2,234,536 Metropolitan Guaranteed Annuity Contract, 5.24%, January 22, 1996 1,062,164 1,062,164 New York Life Guaranteed Annuity Contract, 6.52%, May 20, 1996 1,329,222 1,329,222 Protective Life, 4.67%, September 30, 1996 1,008,035 1,008,035 Provident Life & Accident Co., 4.50%, December 16, 1996 1,011,767 1,011,767 -------------------------- $12,206,404 $12,206,404 ==========================
19 Thrift Plan Plus For Employees of Media General, Inc. Investment Assets (continued) December 30, 1993
Name and Title Cost Market Value - - ------------------------------------------------------------------------ Equity Fund: Northern Trust Company Short Term Investment Fund $ 145,244 $ 145,244 ========================= NationsBank Investment Management Division Fund: Adaptec, Inc. $ 98,700 $ 152,589 ADR British Petroleum PLC 144,918 166,725 ADR Imperial Chemical Industries PLC, New 119,579 132,300 ADR Telefonos De Mexico S.A. CV SerL Sponsored Repstg SH ORD L 122,848 175,825 ADR Zeneca Group PLC 67,628 81,913 Air Products and Chemicals, Inc. 2,120 2,213 Allstate Corp. Common Stock 139,167 142,800 American Telephone & Telegraph Co. 105,535 121,038 Amgen, Inc. 105,090 115,575 Barnett Bks Inc. 97,693 104,063 Caremark Intl., Inc. 92,306 116,250 CBS, Inc. 37,026 57,400 Chrysler Corp. 60,686 58,850 Colgate-Palmolive Co. 66,767 79,788 Compusa, Inc. 103,257 74,462 Equitable Resources, Inc. 129,510 120,038 First Interstate Bancorp 77,633 83,688 Ford Motor Co. 62,387 64,750 General Electric Co. 125,069 158,813 General Public Utilities Corp. 149,686 151,900 Healthtrust, Inc. The Hospital Co. 144,511 181,050 Hershey Foods Corp. 58,674 63,538 Hewlett-Packard Co. 83,628 102,050 Home Depot Inc. 104,027 115,315 Imcera Group, Inc. 121,409 122,938 Ingersoll-Rand Co. 96,013 113,825 Litton Industries Inc. 49,067 58,163 Louisiana-Pacific Corp. 59,929 69,700
20 Thrift Plan Plus For Employees of Media General, Inc. Investment Assets (continued) December 30, 1993
Name and Title Cost Market Value - - ------------------------------------------------------------------------ NationsBank Investment Management Division Fund (continued): McDonald's Corp. $ 107,883 $ 155,588 Mobil Corp. 180,658 206,375 Nalco Chemical Co. 78,379 84,813 NWNL Companies, Inc. 129,097 123,500 Pacific Gas & Light Co. 118,636 128,250 Pacific Telesis Group 131,817 159,863 Paine Webber Group Inc. 62,090 72,563 PepsiCo., Inc. 134,738 152,625 Philip Morris Companies 108,639 94,988 Potomac Electric Power Co. 131,665 126,313 Premark International 145,037 227,150 Proctor & Gamble Co. 86,657 86,625 Royce Valve Trust, Inc. 0 180 Shoney's, Inc. 127,858 132,300 Sun Trust Banks, Inc. 100,311 102,925 Synoptics Communications, Inc. 60,235 62,675 Sysco Corp. 130,951 140,400 Texaco Inc. 172,634 188,500 Textron Inc. 98,057 140,100 Thermo Electron Corp. 113,197 135,300 Toys "R" Us, Inc. 134,275 145,800 U.S. Bioscience Inc. 38 35 U.S. Healthcare, Inc. 61,000 63,250 Union Pacific Corp. 124,200 138,325 Walt Disney Company 62,865 70,000 Weyerhaeuser Co. 66,883 72,000 3 Com Corp. 71,277 100,013 ------------------------- $5,363,940 $6,098,015 =========================
21 Thrift Plan Plus For Employees of Media General, Inc. Investment Assets (continued) December 30, 1993
Name and Title Cost Market Value - - ------------------------------------------------------------------------ Media General Stock Fund: Northern Trust Company Short Term Investment Fund $ 698,790 $ 698,790 ========================== Media General, Inc., Class A Common Stock $57,732,218 $83,529,276 ========================== Loan Fund: Northern Trust Company Short Term Investment Fund $ 14,081 $ 14,081 ========================== Loans to participants $ 4,594,451 $ 4,594,451 ==========================
22 Financial Statements Thrift Plan Plus For Employees of Media General, Inc. For the one day period ended December 31, 1993, and years ended December 30, 1993, and 1992 with Report of Independent Auditors 23 Thrift Plan Plus For Employees of Media General, Inc. Financial Statements For the one day period ended December 31, 1993, and years ended December 30, 1993, and 1992 Contents Report of Independent Auditors 1 Financial Statements Statements of Net Assets Available for Plan Benefits December 31, 1993, December 30, 1993, and 1992 2 Statements of Changes in Net Assets Available for Plan Benefits for the one day period ended December 31, 1993, and years ended December 30, 1993, and 1992 5 Notes to Financial Statements 8 Additional Information Schedule -------- Schedule of Investment Assets December 31, 1993 A 24 Report of Independent Auditors Administrator Thrift Plan Plus For Employees of Media General, Inc. We have audited the accompanying statements of net assets available for plan benefits of the Thrift Plan Plus For Employees of Media General, Inc., as of December 31, 1993, December 30, 1993, and 1992, and the related statements of changes in net assets available for plan benefits for the one day period ended December 31, 1993, and years ended December 30, 1993, and 1992. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for plan benefits of the Plan at December 31, 1993, December 30, 1993, and 1992, and the changes in its net assets available for plan benefits for the one day period ended December 31, 1993, and years ended December 30, 1993, and 1992, in conformity with generally accepted accounting principles. Our audits were made for the purpose of forming an opinion on the basic financial statements taken as a whole. The accompanying supplemental schedule of Investment Assets as of December 31, 1993, is presented for purposes of complying with the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974, and is not a required part of the basic financial statements. The supplemental schedule has been subjected to the auditing procedures applied in our audit of the 1993 financial statements and, in our opinion, is fairly stated in all material respects in relation to the 1993 basic financial statements taken as a whole. Richmond, Virginia ERNST & YOUNG June 6, 1994 1 25 Thrift Plan Plus For Employees of Media General, Inc. Statement of Net Assets Available For Plan Benefits December 31, 1993
Money Market Media General Fund Equity Fund Stock Fund Loan Fund Total ----------------------------------------------------------------- Assets Investment in Media General, Inc., Class A Common Stock, 2,874,058 shares at market of $29.375 per share, cost $57,904,848 $ - $ - $84,425,454 $ - $ 84,425,454 Other investments, at market: Common trust fund managed by Trustee: Short-term investments, cost $2,154,075 1,466,591 147,243 526,160 14,081 2,154,075 Common trust fund managed by NationsBank Investment Management Division, cost $5,363,940 - 6,083,229 - - 6,083,229 Guaranteed annuity contracts, cost $12,208,224 12,208,224 - - - 12,208,224 Loans to participants - - - 4,594,451 4,594,451 Dividends and interest receivable 2,791 13,126 3,460 29,203 48,580 Contributions receivable 166,051 132,953 745,637 - 1,044,641 Receivable (payable) resulting from participants' fund transfers 544,219 (51,067) (344,072) (149,080) - Other receivables - - - 187,051 187,051 --------------------------------------------------------------- 14,387,876 6,325,484 85,356,639 4,675,706 110,745,705 Liabilities Amounts payable - security purchases - - 215,493 - 215,493 --------------------------------------------------------------- Net assets available for plan benefits $14,387,876 $6,325,484 $85,141,146 $4,675,706 $110,530,212 =============================================================== See accompanying notes.
2 26 Thrift Plan Plus For Employees of Media General, Inc. Statement of Net Assets Available For Plan Benefits December 30, 1993
Money Market Media General Fund Equity Fund Stock Fund Loan Fund Total ----------------------------------------------------------------- Assets Investment in Media General, Inc., Class A Common Stock, 2,867,958 shares at market of $29.125 per share, cost $57,732,218 $ - $ - $83,529,276 $ - $ 83,529,276 Other investments, at market: Common trust fund managed by Trustee: Short-term investments, cost $2,324,706 1,466,591 145,244 698,790 14,081 2,324,706 Common trust fund managed by NationsBank Investment Management Division, cost $5,363,940 - 6,098,015 - - 6,098,015 Guaranteed annuity contracts, cost $12,206,404 12,206,404 - - - 12,206,404 Loans to participants - - - 4,594,451 4,594,451 Dividends and interest receivable 2,654 13,112 3,410 29,202 48,378 Contributions receivable 166,051 132,953 745,637 - 1,044,641 Receivable (payable) resulting from participants' fund transfers 544,219 (51,067) (344,072) (149,080) - Other receivables - - - 187,051 187,051 --------------------------------------------------------------- 14,385,919 6,338,257 84,633,041 4,675,705 110,032,922 Liabilities Amounts payable - security purchases - - 215,493 - 215,493 --------------------------------------------------------------- Net assets available for plan benefits $14,385,919 $6,338,257 $84,417,548 $4,675,705 $109,817,429 --------------------------------------------------------------- See accompanying notes.
3 27 Thrift Plan Plus For Employees of Media General, Inc. Statement of Net Assets Available For Plan Benefits December 30, 1992
Money Market Media General Fund Equity Fund Stock Fund Loan Fund Total ----------------------------------------------------------------- Assets Investment in Media General, Inc., Class A Common Stock, 2,741,839 shares at market of $16.875 per share, cost $54,365,106 $ - $ - $46,268,533 $ - $46,268,533 Other investments, at market: Common trust fund managed by Trustee: Short-term investments, cost $2,329,777 24,045 326,048 1,554,878 424,806 2,329,777 Common trust fund managed by NationsBank Investment Management Division, cost $3,645,668 - 4,015,148 - - 4,015,148 Guaranteed annuity contracts, cost $13,788,520 13,788,520 - - - 13,788,520 Loans to participants - - - 4,612,282 4,612,282 Dividends and interest receivable 950 13,430 5,085 33,415 52,880 Contributions receivable 152,195 88,117 719,208 - 959,520 Receivable (payable) resulting from participants' fund transfers 53,792 153,640 396,074 (603,506) - Other receivables - - - 188,073 188,073 --------------------------------------------------------------- 14,019,502 4,596,383 48,943,778 4,655,070 72,214,733 Liabilities Amounts payable - security purchases - 63,719 1,472,152 - 1,535,871 --------------------------------------------------------------- Net assets available for plan benefits $14,019,502 $4,532,664 $47,471,626 $4,655,070 $70,678,862 --------------------------------------------------------------- See accompanying notes.
4 28 Thrift Plan Plus For Employees of Media General, Inc. Statement of Changes in Net Assets Available For Plan Benefits One Day ended December 31, 1993
Money Market Media General Fund Equity Fund Stock Fund Loan Fund Total ----------------------------------------------------------------- Investment income: Dividends $ - $ 1,999 $ - $ - $ 1,999 Interest 1,957 14 49 1 2,021 ---------------------------------------------------------------- 1,957 2,013 49 1 4,020 ---------------------------------------------------------------- Net appreciation (depreciation) in fair value of assets - (14,786) 723,549 - 708,763 Contributions: Employers - - - - - Participants - - - - - ---------------------------------------------------------------- Total - - - - - ---------------------------------------------------------------- Adjustments for participants' fund transfers - - - - - Distributions to withdrawing participants - - - - - ---------------------------------------------------------------- Net increase (decrease) in net assets available for plan benefits 1,957 (12,773) 723,598 1 712,783 Net assets available for plan benefits at December 30, 1993 14,385,919 6,338,257 84,417,548 4,675,705 109,817,429 ---------------------------------------------------------------- Net assets available for plan benefits at December 31, 1993 $14,387,876 $6,325,484 $85,141,146 $4,675,706 $110,530,212 ---------------------------------------------------------------- See accompanying notes.
5 29 Thrift Plan Plus For Employees of Media General, Inc. Statement of Changes in Net Assets Available For Plan Benefits Year ended December 30, 1993
Money Market Media General Fund Equity Fund Stock Fund Loan Fund Total ----------------------------------------------------------------- Investment income: Dividends $ - $ 90,493 $ 1,224,978 $ - $ 1,315,471 Interest 786,374 30,039 45,805 373,925 1,236,143 ---------------------------------------------------------------- 786,374 120,532 1,270,783 373,925 2,551,614 ---------------------------------------------------------------- Net appreciation in fair value of assets - 423,233 34,295,914 - 34,719,147 Contributions: Employers - - 3,498,943 - 3,498,943 Participants 1,657,622 1,363,299 3,978,766 - 6,999,687 ---------------------------------------------------------------- Total 1,657,622 1,363,299 7,477,709 - 10,498,630 ---------------------------------------------------------------- Adjustments for participants' fund transfers 608,259 312,757 (1,028,940) 107,924 - Distributions to withdrawing participants (2,685,838) (414,228) (5,069,544) (461,214) (8,630,824) ---------------------------------------------------------------- Net increase in net assets available for plan benefits 366,417 1,805,593 36,945,922 20,635 39,138,567 Net assets available for plan benefits at December 30, 1992 14,019,502 4,532,664 47,471,626 4,655,070 70,678,862 ---------------------------------------------------------------- Net assets available for plan benefits at December 30, 1993 $14,385,919 $6,338,257 $84,417,548 $4,675,705 $109,817,429 ---------------------------------------------------------------- See accompanying notes.
6 30 Thrift Plan Plus For Employees of Media General, Inc. Statement of Changes in Net Assets Available For Plan Benefits Year ended December 30, 1992
Money Market Media General Fund Equity Fund Stock Fund Loan Fund Total ----------------------------------------------------------------- Investment income: Dividends $ - $ 97,243 $ 1,131,436 $ - $ 1,228,679 Interest 997,590 14,408 32,227 415,680 1,459,905 ---------------------------------------------------------------- 997,590 111,651 1,163,663 415,680 2,688,584 ---------------------------------------------------------------- Net appreciation in fair value of assets - 77,103 287,428 - 364,531 Contributions: Employers - - 3,417,936 - 3,417,936 Participants 1,645,960 881,664 4,331,123 - 6,858,747 ---------------------------------------------------------------- Total 1,645,960 881,664 7,749,059 - 10,276,683 ---------------------------------------------------------------- Adjustments for participants' fund transfers (214,391) 345,284 (129,664) (1,229) - Distributions to withdrawing participants (5,425,445) (1,270,085) (5,625,183) (322,132) (12,642,845) ---------------------------------------------------------------- Net increase (decrease) in net assets available for plan benefits (2,996,286) 145,617 3,445,303 92,319 686,953 Net assets available for plan benefits at December 30, 1991 17,015,788 4,387,047 44,026,323 4,562,751 69,991,909 ---------------------------------------------------------------- Net assets available for plan benefits at December 30, 1992 $14,019,502 $4,532,664 $47,471,626 $4,655,070 $70,678,862 ---------------------------------------------------------------- See accompanying notes.
7 31 Thrift Plan Plus For Employees of Media General, Inc. Notes to Financial Statements December 31, 1993 1. Contributions The Plan allows participants to elect to contribute 1% to 20% of their total compensation, subject to limitations prescribed by the Internal Revenue Code, by means of regular payroll deductions. Contributions are made in the form of pretax salary reductions or voluntary contributions of after-tax dollars by the participants. Participants can elect to contribute 1% to 10% of their pay, in whole percentages, to the Plan before taxes are withheld from their compensation and 1% to 10%, in whole percentages, after taxes are withheld from their compensation. Employers match a participant's contribution up to a total of up to 6% of the participant's contribution for each plan year based upon the following chart. If a participant contributes more than 6% in total to the Plan, the percent designated as pretax is considered first for purposes of the Company match. Company matching percentage --------------------------- Your TOTAL contribution On pretax portion On after-tax portion percent to be matched of TOTAL of TOTAL by Company contribution contribution contribution ----------------------- ------------ ------------ 1% 75% 50% 2% 75% 50% 3% 75% 50% 4% 75% 50% 5% 65% 50% 6% 55% 50% Contributions from participants are invested in accordance with the terms of the Plan at the option of the participant, in (i) a Money Market Fund for the purchase of certificates of deposit, guaranteed annuity contracts, commercial paper, bonds or interest in a common trust fund invested in money market instruments, (ii) an Equity Fund for the purchase of common stocks of corporations other than Media General, Inc., or interest in an equity common trust fund, (iii) a Media General Stock Fund for the purchase of Class A Common Stock of Media General, Inc., or (iv) certain combinations of these funds as provided by the Plan. Employer contributions are invested in Media General stock subject to the transfer provisions discussed in the following paragraph. The Plan also includes, among other things, a loan feature (see Note 5). Under specified guidelines, a participant may request the Trustee to 8 32 Thrift Plan Plus For Employees of Media General, Inc. Notes to Financial Statements (continued) 1. Contributions (continued) transfer a portion of the participant's balance in other funds into the loan fund for disbursement as a loan to the participant. Repayment of principal and interest is made by payroll deduction and the loans are fully secured by the participant's balance in the loan fund. A participant may change his Investment Option selection as of the first day of any month, with 15 days prior written notice. On any allocation date, a participant who has attained age 55 may elect to transfer 100% of the market value of his account to any of the Investment Options provided for by the Plan. On any allocation date, participants under age 55 may elect to transfer 100% of the market value of their account between the Equity and Money Market Funds. On any allocation date, participants under age 55 may elect to transfer 25% of their account from the Media General Stock Fund. In addition, on any allocation date, participants under age 55 may elect to transfer 25% of their account from the Money Market and/or Equity Fund to the Media General Stock Fund. Participants are permitted to make no more than one transfer in any plan year. The Plan's assets are held by Northern Trust Company, a trustee, pursuant to a trust agreement dated July 1, 1987. NationsBank Investment Management Division manages the common stocks in the Equity Fund and Capitoline Investment Services, Inc., manages the guaranteed annuity contracts in the Money Market Fund. NationsBank Investment Management Division has unlimited authority to select securities which will be purchased by the Equity Fund and Capitoline Investment Services, Inc., has unlimited authority to select guaranteed annuity contracts which will be purchased by the Money Market Fund. 2. Vesting, Withdrawals, and Terminations In the event of termination of employment or withdrawal from the Plan, participants are paid the value of their account attributable to the amounts they contributed plus the value of their account attributable to employer contributions which has vested. The vesting provisions of the Plan provide for immediate 100% vesting of the value of employer pretax matching contributions and, effective as of December 31, 1993, immediate 100% vesting of the value of after-tax matching contributions. 9 33 Thrift Plan Plus For Employees of Media General, Inc. Notes to Financial Statements (continued) 2. Vesting, Withdrawals, and Terminations(continued) The Employer has established the Plan with the intention that it will continue. The Employer has the right at any time to terminate the Plan. The value of the participant's accounts would be distributed to the participant in a manner consistent with the Plan document. The above descriptions are provided for informative purposes. Readers should refer to the Plan document for more complete information. 3. Income Taxes The Internal Revenue Service has ruled that the Plan qualifies under Section 401(a) of the Internal Revenue Code (IRC) and is, therefore, not subject to tax under present income tax law. Employee contributions qualify as "cash or deferred" contributions under Section 401(k) of the IRC. Once qualified, the Plan is required to operate in conformity with the IRC to maintain its qualification. The Plan administrator is not aware of any course of action or series of events which have occurred which might adversely affect the Plan's qualified status. Until such time as a participant or his beneficiary withdraws from the Plan, no income tax is payable by the participant on (i) contributions made by his employer on his behalf, (ii) interest and dividends added to his account, (iii) gains on sales of securities by the trust, or (iv) effective July 1, 1985, on contributions made by the participant in the form of pretax salary reductions not exceeding 6% of his compensation through December 31, 1986, and 10% thereafter, subject to limitations prescribed by the Internal Revenue Code. 4. Investments All investments, other than guaranteed annuity contracts and loans to participants, are carried at market value. Deposits under guaranteed annuity contracts are carried at contract value which equals cost. Loans to participants are carried at original amount of the loan less repayments received. Investments in securities traded on national securities exchanges are valued at the last reported sales price or at the last reported bid quotation if not traded on that day. Investments in common trust funds are valued at their redemption value. Dividends are recorded on the ex-dividend date and interest is accrued as earned. 10 34 Thrift Plan Plus For Employees of Media General, Inc. Notes to Financial Statements (continued) 4. Investments (continued) Investments representing five percent or more of the Plan's net assets at December 31, 1993, consisted of the following: Name and Title Cost Market Value - - ------------------------------------------------------------------------ Media General, Inc. Class A Common Stock $57,904,848 $84,425,454 5. Loans to Participants The Plan has a Loan Fund available to all Plan participants. Loans are made from the participant's account, reducing the investment balance and creating a receivable in the Loan Fund. Loans are secured by the participant's account balance. Loans to terminated participants and loans in default are treated as distributions to the participant. Loans are repaid through payroll deduction including principal and interest. The principal portion reduces the receivable from participants and both principal and interest are transferred to the participant's investment account as repayments are received. Participants may obtain loans based on the vested value of their accounts. New loans cannot exceed 50% of the participant's account value or a maximum of $50,000 in accordance with the Department of Labor's regulations on loans to participants. Loans are limited to one loan per participant per year with a maximum of two loans outstanding at any one time. Loans shall bear a reasonable rate of interest and must be repaid over a period not to exceed 5 years unless it is used to purchase the participant's primary residence, in which case the loan must be repaid over a period not to exceed 10 years. 6. Related Party Transactions Recurring administrative expenses of the Plan, which include trustee fees, are paid by Media General, Inc. Administrative expenses for the one day December 31, 1993, were $0. Administrative expenses for the years ended December 30, 1993, and 1992, were $304,027 and $320,446, respectively. 11 35 Thrift Plan Plus For Employees of Media General, Inc. Notes to Financial Statements (continued) 7. Reclassification of Prior Year Financials Certain amounts in the prior year's financial statements have been reclassified to be reported on a consistent basis with the current year's presentation. 8. Comparison to Form 5500 Form 5500 requires the recording of a liability for distributions allocated to participants as of year end, but for which disbursement of those funds from the Plan has not yet been made. This requirement is different from the presentation of such funds in the financial statements where they remain in net assets available for plan benefits. The liability per Form 5500 is $3,221,933 as of December 31, 1993, and December 30, 1993, and $2,199,367 and $5,773,813 as of December 30, 1992, and 1991, respectively. 9. Plan Year-End Change The Plan changed its year-end date from December 30 to December 31, effective December 31, 1993. 12 36 Additional Information 37 Schedule A Investment Assets 38 Thrift Plan Plus For Employees of Media General, Inc. Investment Assets December 31, 1993
Name and Title Cost Market Value Money Market Fund: Northern Trust Company Short Term Investment Fund $ 1,466,591 $ 1,466,591 ========================== Annuity contracts: Commonwealth Life Guaranteed Annuity Contract, 5.80%, Open Maturity $ 1,486,731 $ 1,486,731 Hartford Life Guaranteed Annuity Contract, 5.39%, March 20, 1995 1,011,389 1,011,389 Hartford Life Guaranteed Annuity Contract, 5.14%, September 18, 1995 1,518,125 1,518,125 Life of Virginia Guaranteed Annuity Contract, 4.63%, Open Maturity 1,545,100 1,545,100 Lincoln National Life Insurance Co., Guaranteed Annuity Contract, 8.84%, March 31, 1994 2,235,066 2,235,066 Metropolitan Guaranteed Annuity Contract, 5.24%, January 22, 1996 1,062,313 1,062,313 New York Life Guaranteed Annuity Contract, 6.52%, May 20, 1996 1,329,451 1,329,451 Protective Life, 4.67%, September 30, 1996 1,008,161 1,008,161 Provident Life & Accident Co., 4.50%, December 16, 1996 1,011,888 1,011,888 -------------------------- $12,208,224 $12,208,224 ==========================
39 Thrift Plan Plus For Employees of Media General, Inc. Investment Assets (continued) December 31, 1993
Name and Title Cost Market Value - - ------------------------------------------------------------------------ Equity Fund: Northern Trust Company Short Term Investment Fund $ 147,243 $ 147,243 ========================= NationsBank Investment Management Division Fund: Adaptec, Inc. $ 98,700 $ 155,025 ADR British Petroleum PLC 144,918 166,400 ADR Imperial Chemical Industries PLC, New 119,579 132,300 ADR Telefonos De Mexico S.A. CV SerL Sponsored Repstg SH ORD L 122,848 175,500 ADR Zeneca Group PLC 67,628 81,913 Air Products and Chemicals, Inc. 2,120 2,213 Allstate Corp. Common Stock 139,167 141,600 American Telephone & Telegraph Co. 105,535 120,750 Amgen, Inc. 105,090 113,850 Barnett Bks Inc. 97,693 103,750 Caremark Intl., Inc. 92,306 118,500 CBS, Inc. 37,026 57,700 Chrysler Corp. 60,686 58,575 Colgate-Palmolive Co. 66,767 81,088 Compusa, Inc. 103,257 73,538 Equitable Resources, Inc. 129,510 120,863 First Interstate Bancorp 77,633 83,363 Ford Motor Co. 62,387 64,500 General Electric Co. 125,069 157,313 General Public Utilities Corp. 149,686 151,281 Healthtrust, Inc. The Hospital Co. 144,511 189,038 Hershey Foods Corp. 58,674 63,700 Hewlett-Packard Co. 83,628 102,700 Home Depot Inc. 104,027 114,590 Imcera Group, Inc. 121,409 117,688 Ingersoll-Rand Co. 96,013 110,925 Litton Industries Inc. 49,067 58,050 Louisiana-Pacific Corp. 59,929 70,125
40 Thrift Plan Plus For Employees of Media General, Inc. Investment Assets (continued) December 31, 1993
Name and Title Cost Market Value - - ------------------------------------------------------------------------ NationsBank Investment Management Division Fund (continued): McDonald's Corp. $ 107,883 $ 153,900 Mobil Corp. 180,658 205,725 Nalco Chemical Co. 78,379 86,250 NWNL Companies, Inc. 129,097 121,600 Pacific Gas & Light Co. 118,636 126,450 Pacific Telesis Group 131,817 157,325 Paine Webber Group Inc. 62,090 72,900 PepsiCo., Inc. 134,738 151,238 Philip Morris Companies 108,639 94,563 Potomac Electric Power Co. 131,665 125,725 Premark International 145,037 224,700 Proctor & Gamble Co. 86,657 85,500 Royce Valve Trust, Inc. 0 180 Shoney's, Inc. 127,858 129,500 Sun Trust Banks, Inc. 100,311 103,500 Synoptics Communications, Inc. 60,235 64,113 Sysco Corp. 130,951 140,400 Texaco Inc. 172,634 187,775 Textron Inc. 98,057 139,800 Thermo Electron Corp. 113,197 138,600 Toys "R" Us, Inc. 134,275 147,150 U.S. Bioscience Inc. 38 34 U.S. Healthcare, Inc. 61,000 63,388 Union Pacific Corp. 124,200 137,775 Walt Disney Company 62,865 68,200 Weyerhaeuser Co. 66,883 71,400 3 Com Corp. 71,277 98,700 ------------------------- $5,363,940 $6,083,229 =========================
41 Thrift Plan Plus For Employees of Media General, Inc. Investment Assets (continued) December 31, 1993
Name and Title Cost Market Value - - ------------------------------------------------------------------------ Media General Stock Fund: Northern Trust Company Short Term Investment Fund $ 526,160 $ 526,160 ========================== Media General, Inc., Class A Common Stock $57,904,848 $84,425,454 ========================== Loan Fund: Northern Trust Company Short Term Investment Fund $ 14,081 $ 14,081 ========================== Loans to participants $ 4,594,451 $ 4,594,451
42 SIGNATURES The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, the Committee of the Thrift Plan Plus for Employees of Media General, Inc., has duly caused this Annual Report to be signed on its behalf by the undersigned hereunto duly authorized. THRIFT PLAN PLUS FOR EMPLOYEES OF MEDIA GENERAL, INC. By: /s/ D. Page Cooper ------------------------------ D. Page Cooper Secretary of the Committee Date: June 27, 1994 43 EXHIBIT INDEX TO FORM 11-K FOR The Thrift Plan Plus For Employees of Media General, Inc. Exhibit Number Description of Exhibit 23.1 Consent of Ernst & Young, independent auditors, dated June 23, 1994 1 Exhibit 23.1 Consent of Independent Auditors The Board of Directors and Stockholders Media General, Inc. We consent to the incorporation by reference in the Registration Statement (Form S-8 No. 33-29478) pertaining to the Thrift Plan Plus for Employees of Media General, Inc., of our reports dated June 6, 1994, with respect to the financial statements and schedules of the Thrift Plan Plus for Employees of Media General, Inc. included in this Annual Report (Form 11-K) for the one day period ended December 31, 1993, and year ended December 30, 1993. ERNST & YOUNG Richmond, Virginia June 23, 1994 -----END PRIVACY-ENHANCED MESSAGE-----