-----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, HCuzeDxS+PGnE5HpHLAqmWQFa9TGMxhoQ0dI0TXU+rATb40Cf8VJ9os+rf7RHhcs E17adMObRG4iEZeuBQdWZg== 0000916641-96-001041.txt : 19961126 0000916641-96-001041.hdr.sgml : 19961126 ACCESSION NUMBER: 0000916641-96-001041 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19961125 EFFECTIVENESS DATE: 19961125 SROS: AMEX 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: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-16737 FILM NUMBER: 96671924 BUSINESS ADDRESS: STREET 1: 333 E GRACE ST CITY: RICHMOND STATE: VA ZIP: 23219 BUSINESS PHONE: 8046496000 S-8 1 THRIFT PLAN FOR EMPLOYEES As filed with the Securities and Exchange Commission on November 25, 1996 Registration No: 33- ----------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D C. 20549 FORM S-8 REGISTRATION STATEMENT Under THE SECURITIES ACT OF 1933 MEDIA GENERAL, INC. (Exact name of registrant as specified in its charter) Commonwealth of Virginia 54-0850433 (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification No.) 333 East Grace Street, Richmond, Virginia, 23219 (Address of principal executive offices) (Zip Code) Thrift Plan Plus For Employees of MEDIA GENERAL, INC. (Formerly, Media General Inc. Employees Thrift Plan) (Full title of the plan) GEORGE L. MAHONEY, General Counsel and Secretary Media General, Inc. 333 East Grace Street Richmond, Virginia 23219 (Name and address of agent for service) (804) 649-6029 (Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE ===================================================================================================================== Amount Proposed Maximum Proposed Maximum Title of Securities to be Offering Price Aggregate Amount of Registration to be Registered Registered Per Share(1) Offering Price(1) Fee(1) - --------------------------------------------------------------------------------------------------------------------- Class A Common Stock 1,000,000 $ 31.25 per share. $ 31,250,000 $ 9,470.00 =====================================================================================================================
- ---------- (1) Calculated pursuant to Rules 457(c) and (h), based upon the average of the high and low prices for Media General, Inc. Class A Common Stock on the American Stock Exchange on November 21, 1996. (2) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this registration statement also covers an indeterminate amount of interests to be offered or sold pursuant to the employee benefit plan described herein. PART II - INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference. There are hereby incorporated by reference in this registration statement the following documents heretofore filed with the Securities and Exchange Commission (the "Commission"); (a) The Annual Report on Form 10-K of Media General, Inc. ("Media General") for the fiscal year ended December 31, 1995; (b)(1) The Quarterly Reports on Form 10-Q of Media General for the quarters ended March 31, 1996, June 30, 1996, and September 29, 1996; (b)(2) The Current Report on Form 8-K/A of Media General dated January 4, 1996; (c) The description of Media General's Class A Common Stock, $5.00 par value per share ("Common Stock") set forth under the caption "Description of the Common Stock" in the Prospectus, included in the Registration Statement on Form S-3 of Media General (File No. 33-26853). All documents subsequently filed by Media General pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this registration statement and to be a part thereof from the date of filing of such documents. Item 5. Interests of Named Experts and Counsel. Legal matters in connection with the issuance and sale of the securities offered hereby will be passed upon for Media General by George L. Mahoney, General Counsel and Secretary. As of November 22, 1996, Mr. Mahoney owned 3,491 shares of Common Stock. He also held options to purchase 9,300 shares of Common Stock at prices ranging from $27.625 to $31.8125, with expiration dates ranging from 01/26/2004 to 01/30/2006. Item 6. Indemnification of Directors and Officers. Section 13.1-697 of the Virginia Stock Corporation Act authorizes Media General to indemnify directors in certain circumstances against liabilities, including expenses, incurred while acting in such capacity; provided, generally, that any such indemnified director acted in good faith and in a manner he or she believed to be in the best interests of the corporation and, in the case of a criminal proceeding, had no reasonable cause to believe his or her conduct was unlawful. Section 13.1-702 of the Virginia Stock Corporation Act authorizes Media General to indemnify officers to the same extent as directors. Article IV of the Articles of Incorporation of Media General provides that Media General shall indemnify each of its directors and officers, and the directors and officers of its subsidiaries, against liabilities incurred in connection with any actual or threatened suit or proceeding brought because of being or having been such a director or officer; provided there shall be no indemnification if such director or officer is adjudged liable because of 2 willful misconduct, bad faith, gross negligence or reckless disregard of such person's duties. In the event of a settlement or a proceeding in which no determination is made as to any of the foregoing types of misfeasance, Media General shall indemnify the subject director or officer if a disinterested majority of the Board of Directors (acting in certain cases upon the written advice of counsel) find that such director or officer had no liability by reason of misfeasance and the payments sought are reasonable. Media General carries directors' and officers' liability insurance. Item 8. Exhibits. The Exhibit Index on page 6 of this registration statement lists the exhibits that are filed as part of this registration statement. Item 9. Undertakings. (a) The undersigned Registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: (i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933, as amended (the "Securities Act"); (ii) To reflect in the prospectus any facts or events arising after the effective date of this registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; (iii) To include any material information with respect to the plan of distribution not previously disclosed in this statement or any material change to such information in this registration statement; Provided, however, that the undertakings set forth in paragraphs (i) and (ii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Securities Act of 1934 (the "Exchange Act") that are incorporated by reference in this registration statement. 3 (2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment, any of the securities being registered which remain unsold at the termination of the offering. (b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities act, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. SIGNATURES The Registrant. Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements of filing on Form S-8, and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Richmond, Commonwealth of Virginia, on the 22nd day of November 1996. MEDIA GENERAL, INC. By: /s/ J. STEWART BRYAN III ---------------------------------- J. Stewart Bryan III Chairman, President, and Chief Executive Officer 4 Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities and on the dates indicated.
Signature Title Date - --------- ----- ---- /s/ J. STEWART BRYAN III - ------------------------------------- J. Stewart Bryan III Chairman of the Board and Chief November 22, 1996 Executive Officer - ------------------------------------- D. Tennant Bryan Chairman of the Executive Committee November 22, 1996 and Director /s/ JAMES S. EVANS - ------------------------------------- James S. Evans Vice Chairman and Director November 22, 1996 /s/ MARSHALL N. MORTON - ------------------------------------- Marshall N. Morton Senior Vice President and Chief November 22, 1996 Financial Officer /s/ STEPHEN Y. DICKINSON - ------------------------------------- Stephen Y. Dickinson Controller November 22, 1996 /s/ ROBERT P. BLACK - ------------------------------------- Robert P. Black Director November 22, 1996 /s/ CHARLES A. DAVIS - ------------------------------------- Charles A. Davis Director November 22, 1996 /s/ ROBERT V. HATCHER, JR. - ------------------------------------- Robert V. Hatcher, Jr. Director November 22, 1996 /s/ JOHN G. MEDLIN, JR. - ------------------------------------- John G. Medlin, Jr. Director November 22, 1996 /s/ WYNDHAM ROBERTSON - ------------------------------------- Wyndham Robertson Director November 22, 1996 /s/ HENRY L. VALENTINE, II - ------------------------------------- Henry L. Valentine, II Director November 22, 1996
The Plan. Pursuant to the requirements of the Securities Act of 1933, the Plan is administered by Media General, Inc., which has duly caused this registration statement to be signed on its behalf by undersigned, thereunto duly authorized, in the City of Richmond, Commonwealth of Virginia, on November 22, 1996. Thrift Plan Plus for Employees of Media General, Inc. By: Media General, Inc. /s/ GEORGE L. MAHONEY ------------------------------------- By. George L. Mahoney, Secretary 5 EXHIBIT INDEX EXHIBIT NUMBER 5 Opinion of General Counsel as to the legality of the securities being registered. 23.1 Consent of Independent Auditors. 23.2 Consent of General Counsel (included in Exhibit 5). EX-5 2 OPINION OF GENERAL COUNSEL Media General, Inc., P.O. Box 85333 Richmond, Virginia 23293-0001 (804) 649-6029 FAX (804) 649-6898 MEDIA GENERAL Exhibit 5 George L. Mahoney November 22, 1996 General Counsel & secretary Media General, Inc. 333 East Grace Street Richmond, Virginia 23219 Gentlemen: I have acted as counsel for you in connection with a registration statement (Form S-8) to be filed with the Securities and Exchange Commission pursuant to the provisions of the Securities Act of 1933, as amended, relative to 1,000,000 sharer. of your Class A Common Stock (the "Shares") subject to purchase pursuant to the Thrift Plan Plus for Employees of Media General Inc, (the "Plan"). The Plan also registers an indeterminate amount of interests to be offered or sold by the Plan. As such, I have examined the registration statement, all exhibits filed therewith or incorporated therein by reference, and such other documents as I deemed necessary in order to render this opinion. Based on this examination I am of the opinion that the Shares and Plan interests to be registered under such registration statement have been duly and validly authorized and, when issued upon the terms set forth in the above mentioned registration statement, will be legally issued, fully paid and non-assessable. The foregoing opinion is contingent upon said registration statement becoming effective. I am also of the opinion that the provisions of the written documents constituting the Plan comply with the requirements of the Employee Retirement Income Security Act pertaining to such provisions. I hereby consent to the use of this opinion as an exhibit to such registration statement. Very truly your, /s/ George L. Mahoney ---------------------- George L. Mahoney Metropolitan Newspapers o Television o CATV o Newsprint o Publishing EX-23.1 3 CONSENT OF INDEPENDENT AUDITORS Consent of Independent Auditors The Board of Directors and Shareholders Media General, Inc. We consent to the incorporation by reference in the Registration Statement (Form S-8) of Media General, Inc., pertaining to the Thrift Plan Plus For Employees of Media General, Inc., of our reports (a) dated January 26, 1996, with respect to the consolidated financial statements of Media General, Inc., incorporated by reference in its Annual Report (Form 1O-K) for the year ended December 31, 1995, and March 25, 1996, with respect to the related financial statement schedule included therein and (b) dated June 8, 1996, with respect to the financial statements and schedules of the Thrift Plan Plus For Employees of Media General, Inc., included in the Plan's Annual Report (Form 11-K) for the year ended December 31, 1995, filed with the Securities and Exchange Commission. ERNST& YOUNG LLP Richmond, Virginia November 22, 1996 -----END PRIVACY-ENHANCED MESSAGE-----