-----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, Ab7RSt+8ZVXcripnEI4mW1wR5sMG27kobn1Cke97WAVXaOsmgFpD4KU38vv2iO6d X1TwXeLd1yw6Duuym2ZPyw== 0000916641-99-000323.txt : 19990412 0000916641-99-000323.hdr.sgml : 19990412 ACCESSION NUMBER: 0000916641-99-000323 CONFORMED SUBMISSION TYPE: DEF 14A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19990521 FILED AS OF DATE: 19990409 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MEDIA GENERAL INC CENTRAL INDEX KEY: 0000216539 STANDARD INDUSTRIAL CLASSIFICATION: NEWSPAPERS: PUBLISHING OR PUBLISHING & PRINTING [2711] IRS NUMBER: 540850433 STATE OF INCORPORATION: VA FISCAL YEAR END: 1226 FILING VALUES: FORM TYPE: DEF 14A SEC ACT: SEC FILE NUMBER: 001-06383 FILM NUMBER: 99590317 BUSINESS ADDRESS: STREET 1: 333 E GRACE ST CITY: RICHMOND STATE: VA ZIP: 23219 BUSINESS PHONE: 8046496000 DEF 14A 1 MEDIA GENERAL, INC. DEF 14A [MEDIA GENERAL LOGO] Notice of 1999 Annual Meeting and Proxy Statement Friday, May 21, 1999 11:00 a.m. Richmond Newspapers Production Facility 5555 Chamberlayne Road (U.S. 301) Mechanicsville, Virginia Media General, Inc., P.O. Box 85333 Richmond, Virginia 23293-0001 (804) 649-6000 http://www.media-general.com [MEDIA GENERAL LOGO] John Stewart Bryan III Chairman and President April 7, 1999 Dear Stockholder: You are cordially invited to attend Media General's 1999 Annual Meeting on Friday, May 21, 1999. OUR ANNUAL MEETING WILL BE HELD AT THE RICHMOND NEWSPAPERS PRODUCTION FACILITY, 5555 CHAMBERLAYNE ROAD (U.S. 301, JUST NORTH OF ITS INTERSECTION WITH I-295), MECHANICSVILLE, VIRGINIA. Whether or not you plan to be present at the Annual Meeting, we value your vote. Please complete, sign and return the enclosed proxy card at your earliest convenience. I look forward to seeing you on May 21. Yours sincerely, /s/ J. Stewart Bryan --------------------------- J. Stewart Bryan III NEWSPAPERS o TELEVISION o CABLE o NEWSPRINT o INFORMATION SERVICES [MEDIA GENERAL LOGO] NOTICE OF 1999 ANNUAL MEETING OF STOCKHOLDERS TO THE CLASS A AND CLASS B COMMON STOCKHOLDERS OF MEDIA GENERAL, INC. Please take notice that the 1999 Annual Meeting of Stockholders of Media General, Inc., will be held at the RICHMOND NEWSPAPERS PRODUCTION FACILITY, 5555 CHAMBERLAYNE ROAD (U.S. 301), MECHANICSVILLE, VIRGINIA, ON FRIDAY, MAY 21, 1999, AT 11:00 A.M. for the following purposes: 1. To elect a Board of Directors for the ensuing year; and 2. To act upon such other matters as properly may come before the meeting. Holders of the Company's Class A and Class B Common Stock of record at the close of business on March 19, 1999, are entitled to notice of and to vote at the meeting. Your attention is directed to the accompanying Proxy Statement. By Order of the Board of Directors GEORGE L. MAHONEY, SECRETARY Richmond, Virginia April 7, 1999 STOCKHOLDERS ARE REQUESTED TO COMPLETE, DATE AND SIGN THE ACCOMPANYING PROXY CARD AND RETURN IT IN THE ENVELOPE PROVIDED, WHETHER OR NOT THEY EXPECT TO ATTEND THE MEETING IN PERSON. A PROXY MAY BE REVOKED AT ANY TIME BEFORE IT IS VOTED. PROXY STATEMENT 1999 ANNUAL MEETING OF STOCKHOLDERS SOLICITATION OF PROXIES This statement is furnished in connection with the solicitation of proxies by the Board of Directors of Media General, Inc. (the Company), to be used at the 1999 Annual Meeting of Stockholders to be held at the RICHMOND NEWSPAPERS PRODUCTION FACILITY, 5555 CHAMBERLAYNE ROAD (U.S. 301, JUST NORTH OF ITS INTERSECTION WITH I-295), MECHANICSVILLE, VIRGINIA, ON FRIDAY, MAY 21, 1999, AT 11:00 A.M. Proxies properly executed will be voted at the meeting in accordance with instructions. A proxy may be revoked by a Stockholder at any time before it is voted. The Annual Report to the Stockholders of the Company including financial statements for the fiscal year ended December 27, 1998, and this Proxy Statement and accompanying proxy card are being mailed to Stockholders on or about April 7, 1999. VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF The Company had outstanding 26,318,493 shares of Class A Common Stock (Class A Stock) and 556,574 shares of Class B Common Stock (Class B Stock) as of March 19, 1999. Only holders of record at the close of business on such date will be entitled to vote, and each share of Class A or Class B Stock will be entitled to one vote on each matter as to which such class is entitled to vote. The following table shows the stock ownership as of the most recent practicable date of all persons known by the Company to have been the beneficial owners of more than 5% of the outstanding shares of any class of the Company's securities and the stock ownership of the directors and officers of the Company as a group. All such information is based on information furnished by or on behalf of the persons listed, who have sole voting power and sole dispositive power as to all shares of Class A and Class B Stock listed unless noted to the contrary.
AMOUNT AND NATURE PERCENT NAME AND ADDRESS OF TITLE OF BENEFICIAL OF BENEFICIAL HOLDER OF CLASS OWNERSHIP CLASS - ----------------------------------- ---------- ------------------ ---------- J. Stewart Bryan III Class A 3,278,354(1) 12.5% 333 East Franklin Street Class B 428,036(1) 76.9% Richmond, VA 23219 Jane Bryan Brockenbrough Class B 55,580(2) 10.0% c/o Bryan Brothers 5516 Falmouth St., Suite 302 Richmond, VA 23230 Mario J. Gabelli Class A 5,773,680(3) 21.9% One Corporate Center Rye, NY 10580 The Capital Group Companies, Inc. Class A 1,344,920(4) 5.1% 333 South Hope Street Los Angeles, CA 90071 The Northern Trust Company Class A 2,638,386(5) 10.0% 50 South La Salle Street Chicago, IL 60675 All directors and executive Class A 3,564,049(6) 13.5% officers as a group Class B 428,036 76.9%
1 - ----------- (1) The shares listed for J. Stewart Bryan III include 4,800 shares of Class A Stock held by a private foundation controlled by Mr. Bryan, 43,084 shares of Class A Stock held (as of December 31, 1998) for his benefit by the Media General, Inc., Thrift Plan Plus, 81,444 shares of Class A Stock registered in his name under the Media General, Inc., Restricted Stock Plan (the Restricted Stock Plan), 152,033 shares of Class A Stock subject to currently exercisable options, 535,200 shares of Class A Stock held by trusts of which Mr. Bryan serves as a fiduciary and shares in the control of the voting and disposition of the shares, 2,179,318 shares of Class A Stock held by the David Tennant Bryan Revocable Declaration of Trust (the D.T. Bryan Trust) of which Mr. Bryan serves as a co-trustee, and 373,000 shares of Class B Stock held by the D. Tennant Bryan Media Trust (the Media Trust), of which Mr. Bryan serves as sole trustee. Mr. Bryan, the D.T. Bryan Trust and the Media Trust constitute a group for certain purposes. (2) Jane Bryan Brockenbrough additionally has sole voting and dispositive power as to 23,000 shares of Class A Stock. (3) According to a Schedule 13D, amended as of November 25, 1998, the shares listed include shares held by Mr. Gabelli or entities which are under his direct or indirect control or are affiliated with him. Mr. Gabelli and such entities, in the aggregate, have sole dispositive power only as to 5,773,300 shares and sole voting power as to 5,665,800 shares, and they share voting power as to 107,500 shares, except if the aggregate voting power of the Gabelli entities should exceed 25% of the total voting power of the Company, then the voting power as to 2,501,600 shares held by Gabelli Funds, Inc. (GFI), will be exercised by a proxy voting committee for each of the funds. Mr. Gabelli is deemed to have beneficial ownership of all of the foregoing shares, and GFI is deemed to have beneficial ownership of all such shares. Another entity that Mr. Gabelli controls holds 380 shares of Class B Stock. (4) The Capital Group Companies, Inc., is the parent holding company of a number of investment management companies, including several investment adviser companies, that, as of December 31, 1998, held shares of the Company's Class A Stock for the accounts of their investors. The Capital Group Companies, Inc., has sole dispositive power only as to 110,700 of those shares. (5) The Northern Trust Company serves as trustee of the Thrift Plan, and 2,593,519 of the Class A shares held as of January 31, 1999, are held in that capacity. The Thrift Plan provides that shares held for the Thrift Plan are to be voted by the trustee in the same proportion as instructions received from participants. Subject to certain restrictions, participants have the right to direct the disposition of shares of Class A Stock held for their benefit by the Thrift Plan. The Northern Trust Company has sole voting power as to all of the remaining 44,867 Class A shares. (6) Includes an aggregate of 287,630 Class A shares subject to currently exercisable stock options. 2 ELECTION OF DIRECTORS The Articles of Incorporation of the Company provide for the holders of the Class A Stock voting separately and as a class to elect 30% of the Board of Directors (or the nearest whole number if such percentage is not a whole number) and for the holders of the Class B Stock to elect the balance. Accordingly, of the nine directors to be elected, three will be Class A Directors to be elected by the Class A Stockholders, and six will be Class B Directors to be elected by the Class B Stockholders. The By-laws of the Company, consistent with applicable Virginia law, provide that in the election of each class of Directors, those receiving the greatest number of votes of each class of Stockholders entitled to vote for such Directors shall be elected. Abstentions and non-votes by brokers, banks and other nominee holders of record shall not be counted for or against any nominee. The Directors elected will serve until the next Annual Meeting of Stockholders. All of the nominees listed below presently are members of the Board. Unless authority is withheld, the proxies will be voted for the election as Directors of the persons named below, or, if for any reason any of such persons are unavailable, for such substitutes as management may propose. The Company has no reason to believe that any of the nominees will be unavailable. The following material is based on information submitted by the person named. Unless noted to the contrary, each Director has sole voting power and sole dispositive power as to all shares listed as owned beneficially by him or her.
NUMBER AND PERCENTAGE* OF SHARES BENEFICIALLY OWNED MARCH 19, 1999 DIRECTOR ------------------------------------------------------ NAME AGE SINCE CLASS A (1) % CLASS B % - -------------------------------- ----- --------- ---------------- ---------- --------- ---------- CLASS A DIRECTORS Charles A. Davis ............... 50 1989 4,581 -- Robert V. Hatcher, Jr. ......... 68 1991 1,881 -- John G. Medlin, Jr. ............ 65 1994 2,381 -- CLASS B DIRECTORS Robert P. Black ................ 71 1993 1,658 -- J. Stewart Bryan III ........... 60 1974 3,278,354 12.5% 428,036 76.9% Marshall N. Morton ............. 53 1997 102,377(3) -- Roger H. Mudd .................. 71 1998 -- -- Wyndham Robertson .............. 61 1996 300 -- Henry L. Valentine, II ......... 71 1991 37,681(4) --
- ----------- *Percentages of stock ownership less than one percent are not shown. (1) Includes shares, if any, held in the Thrift Plan as of December 31, 1998. Does not include deferred Class A Stock units credited, as of December 31, 1998, to certain Directors' accounts pursuant to the Media General, Inc., Directors' Deferred Compensation Plan, as follows: Mr. Black--3,120 units; Mr. Davis--5,651 units; Mr. Hatcher--5,240 units; Mr. Medlin--4,111 units; Mr. Mudd--669 units; Miss Robertson--3,341 units; Mr. Valentine--4,882 units. For further information as to deferred Class A Stock units, see page 5. (2) For further information as to stock held by Mr. Bryan, see "Voting Securities and Principal Holders Thereof." (3) For further information as to stock held by Mr. Morton, see "Stock Ownership of Executive Officers." (4) Of the shares of Class A Stock listed, Mr. Valentine shares voting and dispositive power as a co-trustee as to 31,100 shares. The shares listed do not include 3,000 shares of Class A Stock held by Mr. Valentine's wife, as to which Mr. Valentine disclaims any voting or dispositive power. 3 DIRECTORS CHARLES A. DAVIS is President of Marsh & McLennan Capital, Inc. He previously was a limited partner in The Goldman Sachs Group, L.P., and was a partner for more than five years in the investment banking firm of Goldman, Sachs & Co. Mr. Davis also serves as a director of Heilig-Meyers Company, Lechters, Inc., Merchants Bancshares, Inc. and Progressive Corporation. ROBERT V. HATCHER, JR. is the former Chairman of the Board and Chief Executive Officer of Johnson & Higgins, an insurance consulting and brokerage firm, having served in that position for more than five years. Mr. Hatcher also serves as a director of XL Capital Ltd. JOHN G. MEDLIN, JR. is Chairman Emeritus of Wachovia Corporation. He previously served for more than five years as Chairman of Wachovia Corporation and, until December 31, 1993, as its Chief Executive Officer. Mr. Medlin also serves as a director of BellSouth Corp., Burlington Industries, Inc., National Service Industries, Inc., USAirways Group, Inc. and Wachovia Corporation. ROBERT P. BLACK retired as of December 31, 1992, as President of the Federal Reserve Bank of Richmond, Virginia, having served in that position for more than five years. Mr. Black also serves as a director of each of the fixed income mutual funds sponsored by T. Rowe Price. J. STEWART BRYAN III was elected Chairman of the Board, President and Chief Executive Officer of the Company in July 1990. Prior to that date, he had served as Vice Chairman of the Board and Executive Vice President of the Company since 1985, and as Chief Operating Officer of the Company since 1989. He is also the Chairman of Richmond Newspapers, Inc., a wholly-owned subsidiary of the Company, and has been Publisher of the Richmond Times-Dispatch for more than five years. MARSHALL N. MORTON is Senior Vice President and Chief Financial Officer of the Company and has served in those positions for more than five years. ROGER H. MUDD has served as host of The History Channel since 1994, was a visiting professor of journalism at Princeton University and Washington & Lee University from 1992 to 1996 and was a television reporter and correspondent with CBS News, NBC News and the McNeil/Lehrer Newshour from 1961 to 1992. He was a reporter with The Richmond News Leader and WRNL Radio in Richmond from 1953 to 1956. WYNDHAM ROBERTSON retired in March 1996 as Vice President for Communications at the University of North Carolina, having served in that position for more than five years. She previously was an Assistant Managing Editor for Fortune magazine and worked with that organization for 24 years. HENRY L. VALENTINE, II is Chairman of Davenport & Company LLC, a Richmond, Virginia, investment banking firm, and has served in that position for more than five years. 4 BOARD AND COMMITTEE MEETINGS The full Board of Directors held six regular bi-monthly meetings during 1998. The standing committees of the Board of Directors are the Executive Committee, the Audit Committee and the Compensation Committee. The Board has not formed a nominating committee. The Executive Committee presently consists of Messrs. Black, Bryan, Morton and Valentine. The Executive Committee is empowered, with certain limitations, to exercise all of the powers of the Board of Directors when the full Board is not in session. The Executive Committee met regularly six times during 1998 on a bi-monthly schedule that alternates with the regular meetings of the full Board of Directors. The Audit Committee presently consists of Miss Robertson and Messrs. Davis, Mudd and Valentine. This committee oversees the audit function of the Company, both with regard to internal auditors and outside auditors, which are recommended to the Board by this committee. In this capacity, the committee meets with internal and outside auditors, approves all engagements of auditors and reviews all annual Securities and Exchange Commission (the SEC) filings made by the Company. The Audit Committee met twice during 1998. The Compensation Committee presently consists of Messrs. Black, Hatcher and Medlin. This committee has general responsibility for employee compensation, makes recommendations to the Board concerning officer and director compensation and oversees the operation of the compensation related benefit plans. The Compensation Committee met twice during 1998. Pursuant to the Media General, Inc., Directors' Deferred Compensation Plan, each Director who has not at any time served as an officer of the Company (an Outside Director) receives 50% of his or her annual compensation, which in 1998 was $55,000, in deferred Class A Stock units and may elect to receive the other 50% of annual compensation in cash or deferred stock units. All Outside Directors but one elected to receive all available 1998 compensation in deferred stock units. 5 STOCK OWNERSHIP OF EXECUTIVE OFFICERS The following table lists the beneficial ownership of the Company's Class A and Class B Stock by the executive officers named in the "Summary Compensation Table" as of March 19, 1999.
NUMBER AND PERCENTAGE* OF SHARES BENEFICIALLY OWNED MARCH 19, 1999 --------------------------------------------------------------- NAME CLASS A(1) % CLASS B % - ------------------------- ------------------ ---------- ---------------- ---------- J. Stewart Bryan III 3,278,354(2) 12.5% 428,036(2) 76.9% Marshall N. Morton 102,377(3) -- H. Graham Woodlief, Jr. 66,480(4) -- George L. Mahoney 14,318(5) -- Stephen R. Zacharias 23,674(6) --
- ----------- *Percentages of stock ownership less than one percent are not shown. (1) Includes shares held in the Thrift Plan as of December 31, 1998. (2) For further information as to stock held by Mr. Bryan, see "Voting Securities and Principal Holders Thereof." (3) Shares listed for Mr. Morton include 61,033 shares subject to currently exercisable options and 22,400 shares registered in his name under the Restricted Stock Plan. (4) Shares listed for Mr. Woodlief include 37,699 shares subject to currently exercisable options and 13,400 shares registered in his name under the Restricted Stock Plan. (5) Shares listed for Mr. Mahoney include 4,567 shares subject to currently exercisable options and 7,500 shares registered in his name under the Restricted Stock Plan. (6) Shares listed for Mr. Zacharias include 12,732 shares subject to currently exercisable options and 5,400 shares registered in his name under the Restricted Stock Plan. 6 COMPENSATION OF EXECUTIVE OFFICERS The following table sets forth compensation awarded to, earned by, or paid to the Company's Chief Executive Officer and each of the other four most highly compensated executive officers for each of the last three fiscal years. SUMMARY COMPENSATION TABLE
LONG-TERM COMPENSATION ---------------------------------- ANNUAL COMPENSATION AWARDS ---------------------------------- ---------------------------------- ALL OTHER NAME AND SALARY BONUS RESTRICTED STOCK COMPENSATION PRINCIPAL POSITION YEAR ($) ($) ($)(1) OPTIONS (#) ($)(2) - ---------------------------- ------ ----------- ----------- ------------------ ------------- ------------- J. Stewart Bryan III, 1998 $720,000 $374,656 -- 14,400 $37,176 Chairman, President and 1997 675,000 308,175 $995,400 20,300 35,041 Chief Executive Officer 1996 630,000 311,850 -- 20,600 30,855 Marshall N. Morton, 1998 415,000 176,684 -- 5,800 17,940 Senior Vice President and 1997 385,000 143,815 396,900 8,100 17,100 Chief Financial Officer 1996 360,000 145,800 -- 8,200 16,383 H. Graham Woodlief, Jr., 1998 310,000 104,362 -- 3,400 14,822 Vice President 1997 280,000 100,256 226,800 4,600 13,194 1996 250,000 89,546 -- 4,500 12,873 George L. Mahoney, 1998 262,500 89,406 -- 2,100 11,076 General Counsel 1997 242,000 72,318 126,000 2,600 10,574 1996 220,000 71,280 -- 2,200 10,740 Stephen R. Zacharias, 1998 188,000 35,573 -- 1,400 6,127 Treasurer 1997 178,000 29,552 91,350 1,900 7,533 1996 162,000 29,160 -- 1,600 7,613
- ----------- (1) At December 27, 1998, the number and value of the aggregate restricted stock awards held by named executive officers were: Mr. Bryan--58,025 and $2,872,238; Mr. Morton--12,600 and $623,700; Mr. Woodlief--7,200 and $356,400; Mr. Mahoney--4,000 and $198,000; Mr. Zacharias--2,900 and $143,550. Shares were awarded in the name of each executive, and each has all rights of other Class A Stockholders, including dividends, subject to certain restrictions and forfeiture provisions. (2) The amounts disclosed under this column for the most recent fiscal year consist of the following:
DOLLAR VALUE OF INSURANCE PREMIUMS ANNUAL PAID BY THE ABOVE-MARKET COMPANY COMPANY WITH AMOUNTS EARNED CONTRIBUTIONS RESPECT TO TERM ON DEFERRED TO VESTED LIFE INSURANCE COMPENSATION AND UNVESTED FOR THE BENEFIT DURING THE DEFINED CONTRI- OF THE NAMED NAME FISCAL YEAR BUTION PLANS EXECUTIVE OFFICER TOTAL - --------------------------------- ---------------- ----------------- ------------------- ---------- J. Stewart Bryan III ............ $5,155 $30,845 $1,176 $37,176 Marshall N. Morton .............. -- 16,764 1,176 17,940 H. Graham Woodlief, Jr. ......... 1,150 12,496 1,176 14,822 George L. Mahoney ............... -- 9,900 1,176 11,076 Stephen R. Zacharias ............ 481 4,688 958 6,127
7 OPTION GRANTS IN LAST FISCAL YEAR The following table provides information on stock options granted in fiscal 1998 to the named executive officers.
INDIVIDUAL GRANTS --------------------------------------------------------------- NUMBER OF SECURITIES % OF TOTAL GRANT UNDERLYING OPTIONS EXERCISE DATE OPTIONS GRANTED TO OR BASE PRESENT GRANTED EMPLOYEES IN PRICE EXPIRATION VALUE NAME (#)(1) FISCAL YEAR ($/SHARE) DATE ($)(2) - --------------------------------- ------------ -------------- ------------- --------------- ----------- J. Stewart Bryan III ............ 14,400 11.8% $ 46.3750 Jan. 28, 2008 $287,510 Marshall N. Morton .............. 5,800 4.8% 46.3750 Jan. 28, 2008 115,803 H. Graham Woodlief, Jr. ......... 3,400 2.8% 46.3750 Jan. 28, 2008 67,884 George L. Mahoney ............... 2,100 1.7% 46.3750 Jan. 28, 2008 41,929 Stephen R. Zacharias ............ 1,400 1.2% 46.3750 Jan. 28, 2008 27,952
- ----------- (1) The amounts listed under this column represent the number of shares of the Company's Class A Stock covered by options granted to the named executive officers during fiscal 1998 under the provisions of the 1996 Stock Option Plan (the 1996 Plan). Options granted under the 1996 Plan are exercisable in one-third increments over a three-year period and expire 10 years after the date of grant. The options also become fully exercisable upon, and must be exercised within 12 months of, the optionee's death during employment or retirement after age 55. (2) Option values were computed using the Black-Scholes pricing model. The assumptions used in the model were: expected volatility of .325; zero-coupon government bond yield of 6.25%; dividend yield of 1.57%; and time to exercise of 10 years. Additionally, a 5.71% discount was applied to reflect three-year pro rata vesting (3% per year probability of forfeiture). The actual value, if any, an executive may realize will depend on the amount by which the stock price on the date of exercise exceeds the exercise price. There is no assurance that the value actually realized by an executive will be at or near the value estimated by use of the Black-Scholes model. 8 AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION VALUES The following table provides information with respect to options exercised during fiscal 1998 and the number and value of stock options outstanding at the fiscal year-end.
NUMBER OF SECURITIES UNDERLING UNEXERCISED VALUE OF UNEXERCISED OPTIONS AT IN-THE-MONEY OPTIONS SHARES FISCAL YEAR-END (#) AT FISCAL YEAR-END ($)(1) ACQUIRED ON VALUE ----------------------------- ----------------------------- NAME EXERCISE (#) REALIZED ($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE - --------------------------------- -------------- -------------- ------------- --------------- ------------- -------------- J. Stewart Bryan III ............ -- -- 133,599 34,801 $2,897,781 $410,900 Marshall N. Morton .............. -- -- 53,666 13,934 1,285,135 164,008 H. Graham Woodlief, Jr. ......... -- -- 33,533 7,967 758,483 92,548 George L. Mahoney ............... 7,166 $119,655 2,266 4,568 47,210 46,520 Stephen R. Zacharias ............ 5,100 130,423 16,299 3,201 345,144 36,687
- ----------- (1) The amount listed represents the difference between the closing price of the Company's Class A Stock at the end of fiscal 1998 ($49.50) and the exercise price per share, multiplied by the number of shares covered by the options. PENSION PLAN TABLE The following table reflects the estimated aggregate retirement benefits to which certain executive officers of the Company, including each of the named executive officers in the Summary Compensation Table, are entitled under the provisions of the Company's non-contributory, funded Employees Retirement Plan and the Executive Supplemental Retirement Plan (the Plans). The amount of benefit assumes that the executive has completed a minimum of 15 years of service. The benefit amount will be reduced for service of less than 15 years, or if the executive retires prior to attaining age 63. Additional benefits are not earned for service in excess of 15 years.
LIFETIME ANNUAL BENEFIT HIGHEST FIVE-YEAR AT OR AFTER AVERAGE COMPENSATION NORMAL RETIREMENT DATE - ---------------------- ------------------------ $ 150,000 $ 82,500 250,000 137,500 350,000 192,500 450,000 247,500 550,000 302,500 650,000 357,500 750,000 412,500 850,000 467,500 950,000 522,500 1,050,000 577,500 1,150,000 632,500 1,250,000 687,500 1,350,000 742,500
The amount of benefit for the executive officers named in the Summary Compensation Table is derived by averaging each officer's five highest years of Annual Compensation, as reflected in such tables. Retirement benefits shown are payable without offset for Social Security in monthly installments as life annuities, or in other optional forms, upon retirement after attaining age 63. Benefits for executives who participated in both plans prior to January 1, 1991, are reduced by the amount of benefits payable to them under pension plans of former employers. 9 SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE Section 16(a) of the Securities Exchange Act of 1934 requires that the Company's Executive Officers, Directors and persons owning more than 10% of the Company's Class A Stock file reports of ownership and changes in ownership with the SEC and with the Company. Based solely upon a review of such reports furnished to the Company, the Company believes that during the fiscal year ended December 27, 1998, the Executive Officers, Directors and persons owning in excess of 10% of the outstanding shares of the Company's Class A Stock complied with the filing requirements of Section 16(a), except that three 10% owners, GAMCO Investors, Inc., Gabelli Funds, Inc. (the Gabelli-controlled entities) and Mr. Gabelli derivatively, did not make any Section 16(a) filings. The Gabelli-controlled entities have asserted that such filings were not required by reason of an exemption for shares held by an institution without the purpose or effect of changing or influencing the control of an issuer. The foregoing exemption is not available to these Stockholders, in the Company's view. The Gabelli-controlled entities additionally assert the absence of a pecuniary interest in the shares they beneficially own. See "Voting Securities and Principal Holders Thereof." COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION Media General's compensation system is a management tool that is used to support and reinforce key operating and strategic goals. It is applied consistently to all salaried employees. The Company's compensation programs for management employees are designed to build a strong link between an individual's performance and his or her related compensation opportunities as well as to align the interests of key Media General employees with those of the Stockholders. These two elements induce eligible employees to be more responsive to the needs of the Company. Periodically, the Company reviews its compensation programs with independent consultants to ensure that, corporately, it is taking advantage of current thinking in the field of compensation management. The Compensation Committee feels that a tightly administered program that rewards eligible managers for appropriate behavior is a constructive way to attract talented personnel. Eligibility to participate in Media General's annual and long-term incentive programs is determined by the Committee assisted by recommendations from the Chief Executive Officer. There are three components to total executive compensation at Media General: base salary and short- and long-term incentives. Using both general and specific media industry surveys targeted to the Company's size along with published data on executive compensation levels, the Committee has established second quartile (51st-75th percentile) targets for each component. The number of companies participating in such surveys varies but averages about 75 in any given year. Base salary levels are determined with reference to external competitive levels (as described previously) and internal equity. Pay and performance then are linked through the use of the two incentive programs. The short-term incentive program combines specific threshold, target and maximum performance goals established at the beginning of the measurement year with award targets, as described previously. All goals are based on profit and asset utilization levels and are established individually for each business unit and for the Company. Cash awards are paid based on the accomplishment of these goals. Maximum awards are attained at 150% of goal. Except under exceptional circumstances, which, in the Committee's opinion, were not under operating unit control, no bonuses are paid to units earning less than 80% of their goal. 10 A long-term incentive program is used to reward sustained stock price growth and/or achievement of long-term, pre-established earnings per share growth targets. Awards in this program are made in the form of stock options (typically awarded to eligible participants annually at fair market value on the grant date, vesting over a three-year period) and restricted stock (typically granted to selected executive officers every other year with restrictions (currently ten years) on sale that may be lifted if pre-established earnings per share growth targets are met). The combined expected value of stock-based awards is targeted to achieve competitive levels of total compensation as described earlier; for those selected executive officers who are eligible to receive both restricted stock and stock options, annual grants are awarded on the basis that 60% of the competitive long-term incentive target would be delivered through restricted stock. The Committee notes that the relative value of a given award at the end of the measurement period will depend on the growth in value of the common stock of the Company over the time period. The vesting and ten-year trading restrictions emphasize the long-term nature of these awards and encourage eligible employees to remain in the employ of the Company. Section 162(m) of the Internal Revenue Code disallows a deduction for compensation in excess of $1,000,000 paid to any of the executive officers named in the Summary Compensation Table, unless such excess compensation qualifies as "performance-based compensation" under Section 162(m) and related Internal Revenue Service regulations. All compensation paid to said executive officers in 1998 was deductible, and the Compensation Committee intends that all compensation paid in the future be deductible, except when the Committee deems the payment of non-deductible compensation to be in the best interests of the Company. CEO COMPENSATION DURING 1998 Mr. Bryan's base salary in 1998 of $720,000 was 6.7% above that of the preceding year. In the aggregate, corporate performance attained 97.8% of the targeted level and produced a bonus of $374,656, equal to 52.0% of Mr. Bryan's base compensation, up from 45.7% the year before. At the beginning of 1998, a stock option award of 14,400 shares of Media General Class A Stock was made to Mr. Bryan. As in the past, this award as well as Mr. Bryan's base salary and bonus were developed in accordance with competitive practice, as outlined previously, and were based on the standard provisions of Media General's annual and long-term incentive plans. THE COMPENSATION COMMITTEE Robert V. Hatcher, Jr., CHAIRMAN Robert P. Black John G. Medlin, Jr. 11 PERFORMANCE GRAPH The following graph shows the cumulative total Stockholder return on the Company's Class A Stock over the last five fiscal years as compared to the returns of the Standard & Poor's (S&P) Publishing (Newspapers) Index and the American Stock Exchange (AMEX) Composite Index. The graph assumes $100 was invested on December 24, 1993, in the Company's Class A Stock, the S&P Publishing (Newspapers) Index and the AMEX Composite Index and also assumes reinvestment of dividends. Comparison of Five-Year Cumulative Total Return Media General, Inc., S&P Publishing (Newspapers) and AMEX [GRAPH]
1993 1994 1995 1996 1997 1998 ------ ------------ ------------ ------------ ------------ ------------ Media General, Inc. $100 $ 102.96 $ 109.95 $ 113.42 $ 154.36 $ 186.94 S&P Publishing (Newspapers) 100 92.38 116.39 147.97 241.22 249.67 AMEX Market Index 100 88.33 113.86 120.15 144.57 142.61
APPOINTMENT OF INDEPENDENT AUDITORS At its January 1999 meeting, the Board of Directors appointed the firm of Ernst & Young LLP as the independent auditors of the Company for the 1999 fiscal year. Ernst & Young LLP has examined the accounts of the Company for many years, including 1998. The Company has been advised by Ernst & Young LLP that it is an independent public accounting firm within the meaning of the applicable rules and regulations of the Securities and Exchange Commission. A representative of Ernst & Young LLP will be present at the Annual Meeting to make a statement, if he desires to do so, and to respond to appropriate questions from Stockholders. 12 STOCKHOLDER NOMINATIONS AND PROPOSALS Stockholders who believe they are eligible to have their proposals included in the Company's proxy statement for the 2000 Annual Meeting of Stockholders, in addition to other applicable requirements established by the SEC, must ensure that their proposals are received by the Secretary of the Company not later than December 9, 1999. The By-laws of the Company establish an advance notice procedure for eligible Stockholders to make nominations for Director and to propose business to be transacted at an Annual Meeting. The Company's By-laws additionally provide that nominations for Director and proposals for business must be given to the Secretary of the Company not less than 90 days nor more than 120 days prior to the date of an Annual Meeting. The Company's By-laws also require that certain specific information accompany a Stockholder notice of nomination or proposal for business. A copy of the Company's By-laws may be obtained by writing to the Secretary of the Company. The Company's 2000 Annual Meeting will be held on May 19, 2000. SOLICITATION OF PROXIES The Company may solicit proxies in person or by telephone or mail. The cost of solicitation of proxies, including the reimbursement to banks and brokers for reasonable expenses in sending proxy material to their principals, will be borne by the Company. Officers and other employees of the Company may participate in such solicitation, for which they will receive no special or additional compensation. In addition, the Company has retained D. F. King & Co. to assist in the solicitation of proxies for a basic fee of $8,000, plus reimbursement of out-of-pocket expenses. OTHER MATTERS Management does not intend to present, nor, in accordance with the Company's By-laws, has it received proper notice from any person who intends to present, any matter for action by Stockholders at the Annual Meeting, other than as stated in the accompanying Notice. However, the enclosed proxy confers discretionary authority with respect to the transaction of any other business which properly may come before the meeting, and it is the intention of the persons named in the enclosed proxy to vote the same in accordance with their best judgment. By Order of the Board of Directors GEORGE L. MAHONEY, SECRETARY Richmond, Virginia April 7, 1999 STOCKHOLDERS ARE REQUESTED TO COMPLETE, DATE AND SIGN THE ACCOMPANYING PROXY CARD AND RETURN IT IN THE ENVELOPE PROVIDED, WHETHER OR NOT THEY EXPECT TO ATTEND THE MEETING IN PERSON. A PROXY MAY BE REVOKED AT ANY TIME BEFORE IT IS VOTED. 13 [X] PLEASE MARK VOTES AS IN THIS EXAMPLE The Board of Directors recommends a vote FOR the following proposal. - ------------------------- MEDIA GENERAL, INC. Election of Directors - ------------------------- CLASS A COMMON STOCK CLASS A DIRECTORS FOR AGAINST ------------------- [ ] [ ] Charles A. Davis Robert V. Hatcher, Jr. John G. Medlin RECORD DATE SHARES FOR, except vote withheld for the following nominee(s): _______________________________________ RECEIPT OF NOTICE OF MEETING AND PROXY STATEMENT IS HEREBY ACKNOWLEDGED. THIS PROXY REVOKES ALL PREVIOUS PROXIES. UNLESS INDICATED TO THE CONTRARY, IT WILL BE VOTED IN ACCORDANCE WITH THE RECOMMENDATION OF THE BOARD OF DIRECTORS Please be sure to date and sign this proxy. Signature:_________________________________ Date:______________________ Signature:_________________________________ Date:______________________ - - - - - - - - - - - - - - - - - - - - - - - - - - DETACH CARD DETACH CARD MEDIA GENERAL, INC. Please sign the attached proxy card and return it promptly in the postage paid envelope provided so that your vote may be counted. An immediate response will save the Company the expense of additional proxy mailings. Thank you! Class A MEDIA GENERAL, INC. Class A Annual Meeting of Stockholders May 21, 1999 Proxy is Solicited by the Board of Directors J. Stewart Bryan III, Marshall N. Morton and George L. Mahoney, or any of them, the proxies of the undersigned, with power of substitution, are hereby appointed to vote all Class A Common Stock which the undersigned is entitled to vote at the Annual Meeting of Stockholders to be held on Friday, May 21, 1999, and any adjournment thereof, as follows on the reverse side and upon such other business as properly may come before the meeting for the vote of such Stockholder. ---------------------------------------------------------------------- | PLEASE DATE, SIGN AND RETURN THIS PROXY IN THE ENCLOSED POSTAGE | | PAID ENVELOPE AS SOON AS POSSIBLE. | ---------------------------------------------------------------------- | Please date and sign this proxy as name appears. Joint | | owners should each sign personally. Trustees and others | | signing in a representative capacity should indicate the | | capacity in which they sign. | ---------------------------------------------------------------------- [X] PLEASE MARK VOTES AS IN THIS EXAMPLE The Board of Directors recommends a vote FOR the following proposals. - ------------------------- MEDIA GENERAL, INC. Election of Directors - ------------------------- CLASS B COMMON STOCK CLASS B DIRECTORS FOR AGAINST ------------------- [ ] [ ] Robert P. Black J. Stewart Bryan III Marshall N. Morton Roger H. Mudd Wyndham Robertson Henry L. Valentine II RECORD DATE SHARES FOR, except vote withheld for the following nominee(s): _______________________________________ RECEIPT OF NOTICE OF MEETING AND PROXY STATEMENT IS HEREBY ACKNOWLEDGED. THIS PROXY REVOKES ALL PREVIOUS PROXIES. UNLESS INDICATED TO THE CONTRARY, IT WILL BE VOTED IN ACCORDANCE WITH THE RECOMMENDATION OF THE BOARD OF DIRECTORS Please be sure to date and sign this proxy. Signature:_________________________________ Date:______________________ Signature:_________________________________ Date:______________________ - - - - - - - - - - - - - - - - - - - - - - - - - - DETACH CARD DETACH CARD MEDIA GENERAL, INC. Please sign the attached proxy card and return it promptly in the postage paid envelope provided so that your vote may be counted. An immediate response will save the Company the expense of additional proxy mailings. Thank you! Class B MEDIA GENERAL, INC. Class B Annual Meeting of Stockholders May 21, 1999 Proxy is Solicited by the Board of Directors J. Stewart Bryan III, Marshall N. Morton and George L. Mahoney, or any of them, the proxies of the undersigned, with power of substitution, are hereby appointed to vote all Class B Common Stock which the undersigned is entitled to vote at the Annual Meeting of Stockholders to be held on Friday, May 21, 1999, and any adjournment thereof, as follows on the reverse side and upon such other business as properly may come before the meeting. ---------------------------------------------------------------------- | PLEASE DATE, SIGN AND RETURN THIS PROXY IN THE ENCLOSED POSTAGE | | PAID ENVELOPE AS SOON AS POSSIBLE. | ---------------------------------------------------------------------- | Please date and sign this proxy as name appears. Joint | | owners should each sign personally. Trustees and others | | signing in a representative capacity should indicate the | | capacity in which they sign. | ---------------------------------------------------------------------- [X] PLEASE MARK VOTES AS IN THIS EXAMPLE The Board of Directors recommends a vote FOR the following proposals. - ------------------------- MEDIA GENERAL, INC. Election of Directors - ------------------------- EMPLOYEES' THRIFT PLAN PLUS CLASS A DIRECTORS FOR AGAINST ------------------- [ ] [ ] Charles A. Davis Robert V. Hatcher, Jr. John G. Medlin RECORD DATE SHARES FOR, except vote withheld for the following nominee(s): _______________________________________ RECEIPT OF NOTICE OF MEETING AND PROXY STATEMENT IS HEREBY ACKNOWLEDGED. THIS PROXY REVOKES ALL PREVIOUS PROXIES. UNLESS INDICATED TO THE CONTRARY, IT WILL BE VOTED IN ACCORDANCE WITH THE RECOMMENDATION OF THE BOARD OF DIRECTORS Please be sure to date and sign this proxy. Signature:_________________________________ Date:______________________ Signature:_________________________________ Date:______________________ - - - - - - - - - - - - - - - - - - - - - - - - - - DETACH CARD DETACH CARD MEDIA GENERAL, INC. Please sign the attached proxy card and return it promptly in the postage paid envelope provided so that your vote may be counted. An immediate response will save the Company the expense of additional proxy mailings. Thank you! Class A MEDIA GENERAL, INC. Class A EMPLOYEES' THRIFT PLAN PLUS Annual Meeting of Stockholders May 21, 1999 The undersigned hereby instructs The Northern Trust Company, as Trustee of the Media General Employees' Thrift Plan Plus, to vote all shares of Media General, Inc., Class A Common Stock held by the Thrift Plan for my account at the Annual Meeting of Stockholders of Media General, Inc., to be held on Friday, May 21, 1999, and any adjournment thereof, as follows on the reverse side and upon such other business as properly may come before the meeting for the vote of such Stockholder. ---------------------------------------------------------------------- | PLEASE DATE, SIGN AND RETURN THIS PROXY IN THE ENCLOSED POSTAGE | | PAID ENVELOPE AS SOON AS POSSIBLE. | ---------------------------------------------------------------------- | Please date and sign this proxy as name appears. Joint | | owners should each sign personally. Trustees and others | | signing in a representative capacity should indicate the | | capacity in which they sign. | ---------------------------------------------------------------------- [X] PLEASE MARK VOTES AS IN THIS EXAMPLE - ------------------------- MEDIA GENERAL, INC. The Board of Directors - ------------------------- recommends a vote FOR the following proposal. Election of Directors. CLASS A DIRECTORS FOR WITHHOLD REGISTER PUBLISHING COMPANY, INC. ------------------- [ ] [ ] INCENTIVE SAVINGS PLAN Charles A. Davis Robert V. Hatcher, Jr. John G. Medlin RECORD DATE SHARES: FOR, except vote withheld for the following nominee(s): _______________________________________ RECEIPT OF NOTICE OF MEETING AND PROXY STATEMENT IS HEREBY ACKNOWLEDGED. THIS INSTRUCTION REVOKES ALL PREVIOUS INSTRUCTIONS. UNLESS INDICATED TO THE CONTRARY, IT WILL BE VOTED IN ACCORDANCE WITH THE RECOMMENDATION OF THE BOARD OF DIRECTORS. Please be sure to date and sign this instruction. Signature:_________________________________ Date:______________________ Signature:_________________________________ Date:______________________ - - - - - - - - - - - - - - - - - - - - - - - - - - DETACH CARD DETACH CARD MEDIA GENERAL, INC. Please sign the attached proxy card and return it promptly in the postage paid envelope provided so that your vote may be counted. An immediate response will save the Company the expense of additional proxy mailings. Thank you! Class A MEDIA GENERAL, INC. Class A REGISTER PUBLISHING COMPANY, INC. INCENTIVE SAVINGS PLAN ANNUAL MEETING OF STOCKHOLDERS May 21, 1999 The undersigned hereby instructs The Northern Trust Company, as Trustee of the Register Publishing Company, Inc., Incentive Savings Plan, to vote all shares of Media General, Inc. Class A Common Stock held by the Incentive Savings Plan for my account at the Annual Meeting of Stockholders of Media General, Inc. to be held on Friday, May 21, 1999, and any adjournment thereof, as follows on the reverse side and upon such other business as may properly come before the meeting for the vote of such Stockholder. ---------------------------------------------------------------------- | PLEASE DATE, SIGN AND RETURN THIS INSTRUCTION | IN THE ENCLOSED POSTAGE | PAID ENVELOPE AS SOON AS POSSIBLE. | ---------------------------------------------------------------------- | Please date and sign this instruction exactly as name appears. | ---------------------------------------------------------------------- [X] PLEASE MARK VOTES AS IN THIS EXAMPLE The Board of Directors recommends a vote FOR the following proposal. - ------------------------- MEDIA GENERAL, INC. Election of Directors - ------------------------- EMPLOYEES' THRIFT PLAN PLUS CLASS A DIRECTORS FOR WITHHOLD ------------------- [ ] [ ] Charles A. Davis Robert V. Hatcher, Jr. John G. Medlin RECORD DATE SHARES. FOR, except vote withheld for the following nominee(s): _______________________________________ RECEIPT OF NOTICE OF MEETING AND PROXY STATEMENT IS HEREBY ACKNOWLEDGED. THIS INSTRUCTION REVOKES ALL PREVIOUS INSTRUCTIONS. UNLESS INDICATED TO THE CONTRARY, IT WILL BE VOTED IN ACCORDANCE WITH THE RECOMMENDATION OF THE BOARD OF DIRECTORS. Please be sure to date and sign this instruction. Signature:_________________________________ Date:______________________ Signature:_________________________________ Date:______________________ - - - - - - - - - - - - - - - - - - - - - - - - - - DETACH CARD DETACH CARD MEDIA GENERAL, INC. Please sign the attached proxy card and return it promptly in the postage paid envelope provided so that your vote may be counted. An immediate response will save the Company the expense of additional proxy mailings. Thank you! Class A MEDIA GENERAL, INC. Class A EMPLOYEES' THRIFT PLAN PLUS ANNUAL MEETING OF STOCKHOLDERS May 21, 1999 The undersigned hereby instructs The Northern Trust Company, as Trustee of the Media General Employees' Thrift Plan Plus, to vote all shares of Media General, Inc., Class A Common Stock held by the Thrift Plan for my account at the Annual Meeting of Stockholders of Media General, Inc., to be held on Friday, May 21, 1999, and any adjournment thereof, as follows on the reverse side and upon such other business as may properly come before the meeting for the vote of such Stockholder. ---------------------------------------------------------------------- | PLEASE DATE, SIGN AND RETURN THIS INSTRUCTION | IN THE ENCLOSED POSTAGE | PAID ENVELOPE AS SOON AS POSSIBLE. | ---------------------------------------------------------------------- | Please date and sign this instruction exactly as name appears. | ---------------------------------------------------------------------- -----END PRIVACY-ENHANCED MESSAGE-----