0000899243-17-001580.txt : 20170119
0000899243-17-001580.hdr.sgml : 20170119
20170119183947
ACCESSION NUMBER: 0000899243-17-001580
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20170117
FILED AS OF DATE: 20170119
DATE AS OF CHANGE: 20170119
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: MEDIA GENERAL INC
CENTRAL INDEX KEY: 0000216539
STANDARD INDUSTRIAL CLASSIFICATION: TELEVISION BROADCASTING STATIONS [4833]
IRS NUMBER: 540850433
STATE OF INCORPORATION: VA
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 333 E FRANKLIN ST
CITY: RICHMOND
STATE: VA
ZIP: 23219
BUSINESS PHONE: 8048875000
MAIL ADDRESS:
STREET 1: 333 E FRANKLIN ST
CITY: RICHMOND
STATE: VA
ZIP: 23219
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: MUSE JOHN R
CENTRAL INDEX KEY: 0001061170
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-06383
FILM NUMBER: 17537157
MAIL ADDRESS:
STREET 1: 2100 MCKINNEY AVENUE
STREET 2: SUITE 1600
CITY: DALLAS
STATE: TX
ZIP: 75201
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2017-01-17
1
0000216539
MEDIA GENERAL INC
NYSE: MEG
0001061170
MUSE JOHN R
2100 MCKINNEY AVENUE, SUITE 1600
DALLAS
TX
75201
0
0
0
1
Former Director
Voting Common Stock
2017-01-17
4
U
0
45726
D
0
D
Voting Common Stock
2017-01-17
4
U
0
8002927
D
0
I
See Footnotes
Deferred Stock Unit
2017-01-17
4
U
0
13908
A
Voting Common Stock (no par value)
13908
0
D
Voting Common Stock Option
2017-01-17
4
U
0
73570
A
2015-09-18
2022-09-18
Voting Common Stock
73570
0
D
Each share of the issuer's Voting Common Stock was disposed of pursuant to a merger agreement (the "Merger Agreement"), dated January 27, 2016, among the issuer, Nexstar Broadcasting Group, Inc. ("Nexstar") and a wholly owned subsidiary of Nexstar in exchange for (a) $10.55 in cash, (b) 0.1249 shares of Nexstar Class A Common Stock ("Nexstar Common Stock") and (c) certain contingent value rights (together, the "Merger Consideration"), in each case, upon the terms and subject to the conditions set forth in the Merger Agreement.
Of the 8,002,927 shares of Voting Common Stock disposed of, (a) 479 shares were directly owned by Muse Family Enterprises, Ltd., a Texas limited partnership ("MFE"), (b) 3,444 shares were directly owned by JRM Interim Investors, L.P., a Texas limited partnership ("JRM"), (c) 6,190,117 shares were directly owned by Hicks, Muse, Tate & Furst Equity Fund III, L.P., a Delaware limited partnership ("Fund III"), (d) 80,946 shares were directly owned by HM3 Coinvestors, L.P., a Texas limited partnership ("HM3 Coinvestors"), (e) 1,602,797 shares were directly owned by Hicks, Muse, Tate & Furst Equity Fund IV, L.P., a Delaware limited partnership ("Fund IV"), (f) 10,781 shares were directly owned by Hicks, Muse, Tate & Furst Private Equity Fund IV, L.P., a Delaware limited partnership ("Private Fund IV"), (g) 24,873 shares were directly owned by HM4-EQ Coinvestors, L.P., a Texas limited partnership ("HM4-EQ Coinvestors"), (Continued in footnote 3)
(h) 86,115 shares were directly owned by Hicks, Muse & Co. Partners, L.P., a Texas limited partnership ("HM&Co."), and (i) 3,375 shares were directly owned by HM Capital Partners I LP, a Delaware limited partnership ("HMCP I").
MFE and JRM are both indirectly beneficially owned by Mr. Muse. Mr. Muse is an executive officer of the ultimate general partner of each of Fund III, HM3 Coinvestors, Fund IV, Private Fund IV, HM4-EQ Coinvestors, HM&Co. and HMCP I. In addition, Mr. Muse is a voting member of a two-person committee that exercises voting and dispositive power over the issuer's securities held by the ultimate general partner of each of Fund III, HM3 Coinvestors, Fund IV, Private Fund IV, HM4-EQ Coinvestors, HM&Co. and HMCP I. Accordingly, Mr. Muse may be deemed to beneficially own all of the issuer's securities held directly by Fund III, HM3 Coinvestors, Private Fund IV, Fund IV, HM4-EQ Coinvestors, HM&Co. and HMCP I. However, Mr. Muse disclaims beneficial ownership of the issuer's securities held by MFE, JRM, Fund III, HM3 Coinvestors, Fund IV, Private Fund IV, HM4-EQ Coinvestors, HM&Co. and HMCP I except to the extent of his pecuniary interest therein.
Deferred stock units, granted under the issuer's Directors' Deferred Compensation Plan (the "Plan"). Pursuant to the Merger Agreement, each deferred stock unit was canceled and converted into the right to receive, at the time provided for payment or settlement of the award pursuant to the terms of the Plan, the Merger Consideration.
Pursuant to the Merger Agreement, the Voting Common Stock Option was assumed by Nexstar and became an option to purchase, on the same terms and conditions (other than vesting terms) as applied to the Voting Common Stock Option immediately prior to the Merger, 21,578 shares of Nexstar Common Stock at an exercise price of $9.82 per share.
/s/ William G. Neisel, attorney-in-fact
2017-01-19