-----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, I0em49w4VZKEF7r2uuKEFWcI1pljbM66dVfrfTRqF2uZCpDReyZDuEs9OxlIVSkA kc28jplELhwDK0SZzDijCg== 0000916641-97-000068.txt : 19970130 0000916641-97-000068.hdr.sgml : 19970130 ACCESSION NUMBER: 0000916641-97-000068 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19970129 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19970129 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-06383 FILM NUMBER: 97513633 BUSINESS ADDRESS: STREET 1: 333 E GRACE ST CITY: RICHMOND STATE: VA ZIP: 23219 BUSINESS PHONE: 8046496000 8-K 1 FORM 8-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report January 29, 1997 Media General Inc. (Exact name of registrant as specified in its charter) Virginia 1-6383 54-0850433 (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 333 E. Grace St., Richmond, Virginia 23219 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (804)649-6000 N/A (Former name or former address, if changed since last report.) Item 5. Other Events This item is being filed in order to amend and restate the Facing Sheet to the Registration Statement on Form S-8, No. 333-16737, dated November 25, 1996, by amending and restating the caption "(Full Title of the Plan)" as follows: Thrift Plan Plus for Employees of Media General, Inc. (Formerly, Media General, Inc. Employees Thrift Plan) and Register Publishing Company, Inc. Incentive Savings Plan (Full Title of the Plan) Register Publishing Company, Inc. is a wholly owned subsidiary of the Registrant, Media General, Inc., and only employees of the subsidiary are eligible to participate in the Incentive Savings Plan. Otherwise, the terms and conditions of the two plans are identical, and both plans are administered by the Registrant. In order to register any interests in the Register Publishing Company, Inc. Incentive Savings Plan required to be registered, and pursuant to the signatures requirement of Form S-8, the Registration Statement is amended to include the following: The Plan. Pursuant to the requirements of the Securities Act of 1933, Media General, Inc., which administers the Plan, 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 January 29, 1997. Register Publishing Company, Inc. Incentive Savings Plan By: Media General, Inc. By: /s/ George L. Mahoney --------------------------------- George L. Mahoney, Secretary Item 7. Financial Statements and Exhibits (c) Exhibits. 5(i) Opinion of General Counsel as to legality of securities being registered (incorporated by reference to Exhibit 5 to Registration Statement on Form S-8, No. 333-16737). 5(ii) Opinion of General Counsel as to compliance of plan with ERISA. 23.1 Consent of Independent Auditors 23.2 Consent of General Counsel (included in Exhibit 5(ii)). SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. MEDIA GENERAL, INC. DATE: January 29, 1997 By: /s/ J. Stewart Bryan III ----------------------------------------- J. Stewart Bryan III, Chairman President and Chief Executive Officer DATE: January 29, 1997 By: /s/ Marshall N. Morton ----------------------------------------- Marshall N. Morton, Senior Vice-President and Chief Financial Officer EX-5.II 2 OPINION OF GENERAL COUNSEL Exhibit 5 (ii) January 27, 1997 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) filed on November 25,1996 (No. 333-16737) with the Securities and Exchange Commission pursuant to the provisions of the Securities Act of 1933, as amended, relative to 1,000,000 shares 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 interest to be offered or sold by the Plan. I also have acted as counsel for you in connection with amending the registration statement to incorporate therein the offering and sale of the Shares and Plan interests to employees of Register Publishing Company, Inc., pursuant to the Register Publishing Company, Inc. Incentive Savings Plan (the "Subsidiary 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, and in lieu of an opinion that the Subsidiary Plan complies with ERISA, Media General, Inc., has undertaken to submit the Subsidiary Plan, and any amendments thereto, to the Internal Revenue Service ("IRS") in a timely manner and has made or will make all changes required by the IRS in order to qualify the Subsidiary Plan. I hereby consent to the use of this opinion as an exhibit to such registration statement. Very truly yours, George L. Mahoney GLM:cc EX-23.1 3 CONSENT OF 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. and Register Publishing Company, Inc. Incentive Savings Plan, 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 10-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 January 27, 1997 -----END PRIVACY-ENHANCED MESSAGE-----