-----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, TgCIpNA88BMN4i6SbEaf0G+FFNCWbYsfKGhW4SivZ/b+PGxFcKEFficK+18oHY/1 NveOh33rnWNDYlcyrlPU/A== 0001010192-04-000002.txt : 20040203 0001010192-04-000002.hdr.sgml : 20040203 20040203165844 ACCESSION NUMBER: 0001010192-04-000002 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20040203 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NTN COMMUNICATIONS INC CENTRAL INDEX KEY: 0000748592 STANDARD INDUSTRIAL CLASSIFICATION: TELEVISION BROADCASTING STATIONS [4833] IRS NUMBER: 311103425 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-42217 FILM NUMBER: 04563707 BUSINESS ADDRESS: STREET 1: 5966 LA PLACE CT STREET 2: STE 100 CITY: CARLSBAD STATE: CA ZIP: 92008 BUSINESS PHONE: 6194387400 MAIL ADDRESS: STREET 1: 5966 LA PLACE COURT STREET 2: STE 100 CITY: CARLSBAD STATE: CA ZIP: 92008 FORMER COMPANY: FORMER CONFORMED NAME: ALROY INDUSTRIES INC DATE OF NAME CHANGE: 19850411 FILED BY: 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: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 333 E FRANKLIN ST CITY: RICHMOND STATE: VA ZIP: 23219 BUSINESS PHONE: 8046496000 MAIL ADDRESS: STREET 1: 333 E FRANKLIN ST CITY: RICHMOND STATE: VA ZIP: 23219 SC 13D/A 1 mgs13d-a.txt SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 -------------- SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 1) NTN Communications, Inc. (Name of Issuer) Common Stock, par value $.005 per share (Title of Class of Securities) 629410309 (CUSIP Number) George L. Mahoney, Esq. Media General, Inc. 333 East Franklin Street, Richmond, Virginia 23219 (804) 649-6000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) January 30, 2004 ------------------------------------------------------------- (Date of Event Which Requires Filing of This Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this statement because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box . The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Exchange Act but shall be subject to all other provisions of the Act.
SCHEDULE 13D/A - --------------------------------------------------------------------------------------- ----------- -------------------------- CUSIP No. 629410309 Page 2 of 8 - --------------------------------------------------------------------------------------- ----------- -------------------------- - ---------- -------------------------------------------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS; I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Media General, Inc.; IRS ID No. 54-0850433 - ---------- -------------------------------------------------------------------------------------------------------------------- - ---------- -------------------------------------------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) _____ (b) X (See Item 3) -------- - ---------- -------------------------------------------------------------------------------------------------------------------- - ---------- -------------------------------------------------------------------------------------------------------------------- 3 SEC USE ONLY - ---------- -------------------------------------------------------------------------------------------------------------------- - ---------- -------------------------------------------------------------------------------------------------------------------- 4 SOURCE OF FUNDS WC/OO (See Item 3) - ---------- -------------------------------------------------------------------------------------------------------------------- - ---------- -------------------------------------------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)__ Not Applicable - ---------- -------------------------------------------------------------------------------------------------------------------- - ---------- -------------------------------------------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Commonwealth of Virginia - ------------------------------- -------- -------------------------------------------------------------------------------------- NUMBER OF SHARES BENEFICIALLY 7 SOLE VOTING RIGHTS 3,230,667 OWNED BY EACH REPORTING PERSON WITH -------- -------------------------------------------------------------------------------------- -------- -------------------------------------------------------------------------------------- 8 SHARED VOTING POWER 0 -------- -------------------------------------------------------------------------------------- -------- -------------------------------------------------------------------------------------- 9 SOLE DISPOSITIVE POWER 3,230,667 -------- -------------------------------------------------------------------------------------- -------- -------------------------------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 -------- -------------------------------------------------------------------------------------- - ---------- -------------------------------------------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,230,667 - ---------- -------------------------------------------------------------------------------------------------------------------- - ---------- -------------------------------------------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES _______ - ---------- -------------------------------------------------------------------------------------------------------------------- - ---------- -------------------------------------------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.1%(1) - ---------- -------------------------------------------------------------------------------------------------------------------- - ---------- -------------------------------------------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON CO - ---------- --------------------------------------------------------------------------------------------------------------------
(1) Based on 52,577,000 shares of common stock outstanding as of January 30, 2004, as reported under "Capitalization" in the NTN Communications, Inc. Prospectus Supplement dated January 27, 2004, which amount gives pro forma effect to the sale of 3,943,661 shares of Common Stock pursuant to such Prospectus Supplement. Item 1. Security and Issuer. This Schedule 13D/A constitutes Amendment No.1 (this "Amendment") to the statement on Schedule 13D, dated May 7, 2003 (the "Initial Statement"), relating to shares of common stock, par value $.005 per share (the "Common Stock"), of NTN Communications, Inc., a Delaware corporation (the "Company"), with its principal executive office located at 5966 La Place Court, Carlsbad, California 92008. The summary descriptions contained or incorporated by reference in this Amendment of certain agreements and documents are qualified in their entirety by reference to the complete texts of such agreements and documents filed as Exhibits to this Amendment or the Initial Statement, as the case may be. Except as set forth in this Amendment, the Initial Statement is unmodified. Item 2. Identity and Background. This Amendment is being filed by Media General, Inc., a Virginia corporation ("Media General"), with its principal office and business address located at 333 East Franklin Street, Richmond, Virginia 23219. Media General's principal businesses are newspaper publishing, television broadcasting and interactive media. The following information concerning the executive officers, directors and controlling persons of Media General is set forth on Exhibit 99.1 attached hereto, which is incorporated herein by reference: (i) name; (ii) residence or business address; and (iii) present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted. During the last five years, to the best knowledge of the person filing this Amendment, none of Media General or any of the individuals listed on Exhibit 99.1 have been convicted in any criminal proceedings (excluding traffic violations and similar misdemeanors) or have been a party to any civil proceeding of a judicial or administrative body of competent jurisdiction as the result of which it, he or she was or is subject to any judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. To the best knowledge of the person filing this Amendment, all of the individuals listed on Exhibit 99.1 are citizens of the United States of America. Item 3. Source and Amount of Funds or Other Consideration. Item 4 of the cover page hereto is incorporated herein by reference. On January 30, 2004, Media General acquired 564,000 shares of Common Stock in a registered public offering by the Company for $2,002,200 in cash. Item 4. Purpose of Transaction. Media General's purpose in acquiring the Common Stock was to make an additional strategic investment in the Company, an interactive game content developer and distributor. Except as otherwise set forth in this Amendment, none of Media General or, to the best knowledge of the person filing this Amendment, any of the individuals listed on Exhibit 99.1, have a present plan or proposal that relates to or would result in any of the actions or changes specified in clauses (a) through (j) of Item 4 of the General Instructions to Schedule 13D. However, each of Media General and the individuals listed on Exhibit 99.1 reserves the right to propose or participate in future transactions which may result in one or more of such actions or changes. Item 6 below is incorporated herein by reference. Item 5. Interest in Securities of the Issuer. (a) See Items 11 and 13 of the cover page hereto, which are incorporated herein by reference, for the aggregate number of shares and percentage of the Common Stock beneficially owned by Media General. See Exhibit 99.1, which is incorporated herein by reference, for the aggregate number of shares of Common Stock beneficially owned by Neal F. Fondren, which represent less than 1% of the outstanding Common Stock. (b) See Items 7 and 9 of the cover page hereto, which are incorporated herein by reference, for the number of shares as to which Media General has the sole power to vote or direct the vote, and to dispose or to direct the disposition. See Exhibit 99.1, which is incorporated herein by reference, for the number of shares as to which Neal F. Fondren has the sole power to vote or direct the vote, and to dispose or to direct the disposition. (c) No transactions in Common Stock have been effected during the past 60 days by Media General or Neal F.Fondren. (d) There is no other person that has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock beneficially owned by Media General or Neal F. Fondren. (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. Pursuant to a Licensing Agreement dated May 7, 2003 by and among Media General, Buzztime Entertainment, Inc., a Delaware corporation and wholly-owned subsidiary of the Company ("Buzztime"), and the Company (the "Licensing Agreement"), Media General licensed certain technology to Buzztime for a five-year term and license fee, which was paid by issuing 666,667 shares of restricted Common Stock to Media General. The Company, Media General, Buzztime and Neal F. Fondren entered into an amendment to the Licensing Agreement effective as of September 30, 2003, attached hereto as Exhibit 10.1. Under the amended agreement, if Buzztime meets specified performance targets during the initial term, Buzztime has the option to renew the license on an exclusive basis for an additional five-year term; if Buzztime does not meet such targets, however, it may only renew the license for an additional five years on a non-exclusive basis. Additionally, the fee to renew the license was increased to $150,000, which Media General can elect to accept in shares of either Common Stock or Buzztime common stock with an aggregate value of $150,000 (based on the 20-day average trading price) if the stock is then publicly traded. The Company also agreed to pay directly to Media General compensation that Neal F. Fondren otherwise is entitled to receive for serving as a member of the Company's Board of Directors or a committee of such board, including options to purchase Common Stock. Except as may be otherwise described or incorporated by reference herein, to the best knowledge of the person filing this Amendment, none of the individuals listed on Exhibit 99.1 are parties to any contract, arrangement, understanding or relationship with Media General, any other individual listed on Exhibit 99.1 or any other person, in each case, with respect to any securities of the Company. Item 7. Material to be Filed as Exhibits. Exhibit No. Title of Exhibit 10.1 Amendment No. 1 To Licensing Agreement and Letter Agreement dated as of September 30, 2003 by and among Media General, the Company, Buzztime and Neal F. Fondren. 99.1 Executive Officers, Directors & Controlling Persons of Media General SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. MEDIA GENERAL, INC. By: _____________________________ Date: February 3, 2004 Name: George L. Mahoney Title: General Counsel & Secretary EX-10 3 mg_exhibit10-1.txt AMENDMENT NO. 1 TO LICENSING AGREEMENT AND LETTER AGREEMENT THIS AMENDMENT NO. 1 TO LICENSING AGREEMENT AND LETTER AGREEMENT (this "Amendment No. 1") is made and entered into as of September 30, 2003 by and among Buzztime Entertainment, Inc. ("Buzztime"), NTN Communications, Inc. ("NTN"), Media General Operations, Inc. ("Media General") and Neal F. Fondren. RECITALS Buzztime, NTN and Media General are parties to a Licensing Agreement dated as of May 7, 2003 (the "Licensing Agreement") and desire to amend the Licensing Agreement in accordance with the terms set forth in this Amendment No. 1 and to enter into certain other agreements. Capitalized terms used, but not defined, herein have the meanings ascribed to such terms in the Licensing Agreement. 1. Amendment to Section 10.2. Section 10.2 of the Licensing Agreement is hereby amended and restated in its entirety to read as set forth below: 10.2 Renewal of Term. Unless terminated earlier in accordance with its terms before the end of the Initial Term, BUZZTIME may renew this Agreement for an additional five (5) year term (the "Renewal Term") by providing written notice to the other Parties at least fifteen (15) days prior to the end of the Initial Term, if by such time, the BUZZTIME Channel offering is available in a minimum of thirty-five percent (35%) of all digital cable subscriber households in the United States; provided, however, that if by such time the BUZZTIME Channel offering is not available in a minimum of thirty-five percent (35%) of all digital cable subscriber households in the United States, BUZZTIME may renew this Agreement for an additional five (5) year term by providing written notice to the other Parties at least fifteen (15) days prior to the end of the Initial Term, but the licenses granted by Media General to Buzztime pursuant to Sections 2.1 and 2.2 of this Agreement during such Renewal Term shall not be exclusive licenses, but shall be non-exclusive licenses for the entire Renewal Term, notwithstanding any other provisions of this Agreement to the contrary, including, without limitation, the provisions of Section 2.2 of this Agreement which provide for a non-exclusive license to become an exclusive license or BUZZTIME's satisfaction of the Condition of Exclusivity. The Initial Term and the Renewal Term (if any) are, collectively, the "Term." 2. Amendment to Section 3.2. Section 3.2 of the Licensing Agreement is hereby amended and restated in its entirety to read as set forth below: 3.2 License Fee for Renewal Term. Upon commencement of any Renewal Term, BUZZTIME shall pay MEDIA GENERAL One Hundred Fifty Thousand Dollars ($150,000.00) as follows: (a) Issuance of Renewal License Fee Shares. Subject to the terms and conditions of the Investment Agreements, including the representations and warranties made therein, on the effective date of the Renewal Term, NTN will issue to MGI,or its nominee, a number of shares of NTN common stock, par value $.005 per share, with an aggregate value of $150,000, or, if BUZZTIME's common stock is publicly traded, BUZZTIME will issue to MGI, or its nominee, a number of shares of BUZZTIME common stock, par value $.001 per share, with an aggregate value of $150,000 ("Renewal License Fee Shares"). The determination regarding whether the payment will be made in NTN common stock or BUZZTIME common stock shall be made by MEDIA GENERAL, in its sole discretion. For purposes of this Section 3.2, the value of each share of NTN common stock will be equal to the average closing price of the common stock on the American Stock Exchange (or other primary national securities exchange or Nasdaq national market on which such shares are listed or quoted for trading) for the twenty (20) trading days immediately prior to the effective date of the Renewal Term, and the value of each share of BUZZTIME common stock will be equal to the average closing price of the common stock on the primary national securities exchange or Nasdaq national market on which such shares are listed or quoted for trading for the twenty (20) trading days immediately prior to the effective date of the Renewal Term. If, as of the effective date of the Renewal Term, the NTN common stock is not then traded on the American Stock Exchange or other primary national securities exchange or the Nasdaq national market and/or the BUZZTIME common stock is not then traded on a primary national securities exchange or Nasdaq national market, MEDIA GENERAL may elect to be paid the $150,000 payment in cash. In addition, if MEDIA GENERAL elects to be paid in NTN common stock and NTN is prohibited by Section 8.15 of the Securities Purchase Agreement included in the Investment Agreements from issuing the full number of shares of NTN common stock otherwise due under this Section 3.2, then NTN shall issue the maximum number of shares of NTN common stock permitted under Section 8.15 of such Securities Purchase Agreement and pay the balance in cash. (b) Legends. The certificates evidencing the Renewal License Fee Shares may bear a legend as provided in the Securities Purchase Agreement. (c) Registration Rights; Other Rights. NTN or BUZZTIME, as applicable, will grant certain registration rights and certain other rights with respect to the Renewal License Fee Shares as provided in the Buzztime Investor Rights Agreement included in the Investment Agreements. 3. Miscellaneous. The Licensing Agreement is hereby deemed amended in all respects necessary to give effect to the agreements contained in paragraphs 1 and 2 of this Amendment No. 1, whether or not a particular Section or provision of the Licensing Agreement has been referred to in paragraphs 1 and 2 of this Amendment No. 1. Except as amended by paragraphs 1 and 2 of this Amendment No. 1, the Licensing Agreement shall remain unchanged and in full force and effect. From and after the date of this Amendment No. 1, each reference in the Licensing Agreement to "this Agreement," "hereof," "hereunder" or words of like import, and all references to the Licensing Agreement in any and all agreements, instruments and documents (other than in this Amendment No. 1 or as otherwise expressly provided) shall be deemed to mean the Licensing Agreement, as amended by this Amendment No. 1. 4. Options and Board Compensation. Reference is made to the letter dated May 8, 2003 (the "May Letter") from Stanley B. Kinsey, Chairman and Chief Executive Officer of NTN, to Mr. Neal F. Fondren ("Fondren") with respect to certain compensation to be paid to Fondren by NTN, and certain options of NTN. NTN, Media General and Fondren acknowledge and agree that Media General has a policy which generally does not permit employees of Media General who serve as officers or directors of other companies ("Third Parties") at the request of Media General while employed by Media General to be compensated by such Third Parties. NTN agrees to amend the May Letter so that all cash compensation and options referred to in the May Letter shall be payable to Media General and not to Fondren (with all shares of common stock issued upon exercise of any such options having liquidity comparable to the liquidity of the shares of common stock which would have been issued upon the exercise of any such options issued to Fondren), and (a) NTN agrees to report all such compensation, in accordance with applicable aw, as taxable to Media General and not to Fondren. In connection with the foregoing, NTN agrees to obtain all necessary internal approvals and use its commercially reasonable efforts to obtain all necessary approvals of third parties, and (b) NTN shall comply with all applicable laws (including, without limitation, all securities laws). Subject to the terms and conditions of this paragraph 4, each of NTN and Media General will use commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or advisable to consummate and make effective the transactions contemplated by this paragraph 4. 5. Counterparts. This Amendment No. 1 may be executed in counterparts, each of which will be deemed an original. IN WITNESS WHEREOF, the parties have hereunto set their hands as of the date written above. NTN COMMUNICATIONS, INC. By: /s/James B. Frakes --------------------------------------- Name: James B. Frakes ------------------------------------- Title: Chief Financial Officer ------------------------------------ BUZZTIME ENTERTAINMENT, INC. By: /s/James B. Frakes --------------------------------------- Name: James B. Frakes ------------------------------------- Title: Chief Financial Officer ------------------------------------ MEDIA GENERAL, INC. By: /s/Neal Fondren ---------------------------------------- Name: Neal Fondren -------------------------------------- Title: Vice President ------------------------------------- /s/Neal F. Fondren ------------------------------------------- Neal F. Fondren EX-99 4 mg_exhibit99-1.txt Exhibit 99.1 Executive Officers, Directors & Controlling Persons of Media General
- --------------------------- ----------------------------- ------------------------------------- ---------------------- Name Residence or Business Present Employment/Employer NTN Common Stock Address Holdings - --------------------------- ----------------------------- ------------------------------------- ---------------------- - --------------------------- ----------------------------- ------------------------------------- ---------------------- Directors of Media General - --------------------------- ----------------------------- ------------------------------------- ---------------------- O. Reid Ashe, Jr. 333 East Franklin Street President and Chief Operating none Richmond, Virginia 23219 Officer of Media General - --------------------------- ----------------------------- ------------------------------------- ---------------------- J. Stewart Bryan III(a) 333 East Franklin Street Chairman and Chief Executive none Richmond, Virginia 23219 Officer of Media General - --------------------------- ----------------------------- ------------------------------------- ---------------------- Charles A. Davis 20 Horseneck Lane Director of Media General; Vice none Greenwich, Connecticut 06830 Chairman of Marsh & McLennan Companies, Inc.; Chairman and Chief Executive Officer of MMC Capital,Inc. - --------------------------- ----------------------------- ------------------------------------- ---------------------- C. Boyden Gray, Esq. 2445 M Street, N.W. Director of Media General; Partner, none Washington, D.C. 20037 Wilmer, Cutler & Pickering LLP - --------------------------- ----------------------------- ------------------------------------- ---------------------- Marshall N. Morton 333 East Franklin Street Vice Chairman of the Board and none Richmond, Virginia 23219 Chief Financial Officer of Media General - --------------------------- ----------------------------- ------------------------------------- ---------------------- Thompson L. Rankin 101 E. Kennedy Boulevard Director of Media General; retired none Suite 3460 President and Chief Executive Tampa, Florida 33602 Officer of Lykes Bros., Inc. - --------------------------- ----------------------------- ------------------------------------- ---------------------- Wyndham Robertson 520 Hooper Lane Director of Media General; retired none Chapel Hill, North Carolina Vice President for Communications 27514 at the University of North Carolina - --------------------------- ----------------------------- ------------------------------------- ---------------------- Henry L. Valentine, II One James Center Director of Media General; Chairman none 901 East Cary Street of Davenport & Company LLC, a Richmond, Virginia 23219 Richmond, Virginia, investment banking firm - --------------------------- ----------------------------- ------------------------------------- ---------------------- Walter E. Williams George Mason University Director of Media General; Faculty none 4400 University Drive member at George Mason University, Fairfax, Virginia Fairfax, Virginia; author, 22030-4444 columnist, radio and television commentator - --------------------------- ----------------------------- ------------------------------------- ---------------------- - --------------------------- ----------------------------- ------------------------------------- ---------------------- Other Officers of Media General(b) - --------------------------- ----------------------------- ------------------------------------- ---------------------- - --------------------------- ----------------------------- ------------------------------------- ---------------------- Stephen Y. Dickinson 333 East Franklin Street Controller none Richmond, Virginia 23219 - --------------------------- ----------------------------- ------------------------------------- ---------------------- Neal F. Fondren 333 East Franklin Street Vice President, President of 1320 shares(c) Richmond, Virginia 23219 Interactive Media Division - --------------------------- ----------------------------- ------------------------------------- ---------------------- George L. Mahoney 333 East Franklin Street General Counsel, Secretary none Richmond, Virginia 23219 - --------------------------- ----------------------------- ------------------------------------- ---------------------- Lou Anne J. Nabhan 333 East Franklin Street Vice President, Corporate none Richmond, Virginia 23219 Communications - --------------------------- ----------------------------- ------------------------------------- ---------------------- John A. Schauss 333 East Franklin Street Treasurer none Richmond, Virginia 23219 - --------------------------- ----------------------------- ------------------------------------- ---------------------- H. Graham Woodlief, Jr. 333 East Franklin Street Vice President, President of none Richmond, Virginia 23219 Publishing Division - --------------------------- ----------------------------- ------------------------------------- ---------------------- James A. Zimmerman 333 East Franklin Street Vice President, President of none Richmond, Virginia 23219 Broadcast Division - --------------------------- ----------------------------- ------------------------------------- ---------------------- - --------------------------- ----------------------------- ------------------------------------- ---------------------- Other Control Persons(d) - --------------------------- ----------------------------- ------------------------------------- ---------------------- Jane Bryan Brockenbrough(e) c/o Bryan Brothers President, Thistles none 1802 Bayberry Court 411 Libbie Avenue Suite 301 Richmond, Virginia 23226 Richmond, Virginia 23226 - --------------------------- ----------------------------- ------------------------------------- ---------------------- Mario J. Gabelli(f) One Corporate Center Chairman, Chief Executive Officer none Rye, New York 10580 and Chief Investment Officer, Gabelli Asset Management, Inc. - --------------------------- ----------------------------- ------------------------------------- ---------------------- (a) Identified in Media General's Proxy Statement for the 2003 Annual Meeting of Stockholders ("Proxy Statement") as beneficially owning 461,468 shares, or 83%, of Media General's outstanding Class B Common Stock (the "Class B Common Stock"). Mr. Bryan has sole voting and dispositive power as to such shares unless otherwise noted below. Media General's Articles of Incorporation provide for the holders of Media General's Class A Common Stock (the "Class A Common Stock") voting separately and as a class to elect 30% of the Board of Directors of Media General (or the nearest whole number is such percentage is not a whole number) and for the holders of the Class B Common Stock to elect the balance. The By-laws of Media General 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. The shares of Class B Common Stock identified for Mr. Bryan above include 373,000 shares held by the D. Tennant Bryan Media Trust ("Media Trust"), of which Mr. Bryan serves as sole trustee. Mr Bryan and Media Trust constitute a group for certain purposes. (b) Includes only executive officers reported in the Proxy Statement and the Annual Report of Media General, Inc. on Form 10-K for the fiscal year ended December 29, 2002 ("2002 10-K"). Executive officers also serving as directors are listed only under the "Directors of Media General" heading. (c) Includes 500 shares held in a custodial account for Mr. Fondren's son with Mr. Fondren as custodian. Mr. Fondren has the sole power to vote or direct the vote, and to dispose or to direct the disposition of, all of such shares, which were acquired in March 2002. (d) Includes beneficial owners of more than 10% of the outstanding shares of any class of Media General's securities, as reported in the Proxy Statement and 2002 10-K. Persons with such holdings who also serve as officers and directors are listed under the headings for officers and directors, and their "control" interests are described in the footnotes. (e) Beneficially owns 55,580 shares, or 10%, of the Class B Common Stock. (f) According to a Schedule 13D amended as of December 10, 2003, Mr. Gabelli beneficially owns 6,265,071 shares, or approximately 27.3%, of the outstanding Class A Common Stock. The shares listed include shares held by Mr. Gabelli or entities under his direct or indirect control, including 4,086,071 shares held by GAMCO Investors, Inc. ("GAMCO") and 2,179,000 shares held by Gabelli Funds, LLC ("Gabelli Funds"). In the aggregate, such shares are attributable to Mr. Gabelli and to Gabelli Group Capital Partners, Inc. and Gabelli Asset Management, Inc., parent companies of GAMCO and Gabelli Funds. Each of the entities above has the sole power to vote or direct the vote and the sole power to dispose or direct the disposition of the shares reported for it, except that (i) GAMCO does not have the authority to vote 243,350 of the reported shares, (ii) Gabelli Funds has the sole dispositive and voting power with respect to the shares of Media General stock held by the funds for which it serves as an investment advisor so long as the aggregate voting interest of all joint filers does not exceed 25% of their total voting interest in the Media General, in which case the Proxy Voting Committee of each such fund shall vote that fund's shares, and (iii) the Proxy Voting Committee of each such fund may take and exercise in its sole discretion the entire voting power with respect to the shares held by such fund under special circumstances such as those involving regulatory matters. Another Gabelli-controlled entity holds 380 shares of Class B Common Stock.
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