-----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, HHJZMihI0FaKdNQBejRSEoAQ7RZm+L+nHBkQPnCa8LcMUsmO+Cd9D3VOJFIu2ebc UVlUERe1/0l1L3cQcgStjg== 0001193125-06-158930.txt : 20060802 0001193125-06-158930.hdr.sgml : 20060802 20060802095532 ACCESSION NUMBER: 0001193125-06-158930 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20060801 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060802 DATE AS OF CHANGE: 20060802 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: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-06383 FILM NUMBER: 06996377 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 8-K 1 d8k.htm FORM 8-K Form 8-K

UNITED STATES

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 (Date of earliest event reported) August 1, 2006

 


MEDIA GENERAL, INC.

(Exact name of registrant as specified in its charter)

 


 

Commonwealth of Virginia   1-6383   54-0850433

(State or other jurisdiction

of incorporation)

  (Commission File Number)  

(I.R.S. Employer

Identification No.)

 

333 E. Franklin St., Richmond, VA   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.)

 


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 



Item 8.01 Other Events.

As of August 1, 2006, Media General has signed agreements to sell all of the CBS stations that the company announced it planned to sell on April 6, 2006. On July 28, 2006, the Company issued a release announcing that it had reached a definitive agreement to divest KWCH in Wichita, Kansas, and its three satellite stations. On August 1, the Company issued two releases. The first announced it had reached a definitive agreement to divest WDEF in Chattanooga, Tennessee; the second announced a definitive agreement for the sale of KIMT in Mason City, Iowa, and WIAT in Birmingham, Alabama. Copies of these releases are furnished as Exhibits 99.1, 99.2, and 99.3. Total sales proceeds will approximate $130 million, plus working capital. Considering the tax deferral associated with the previously announced like-kind exchange structure, the Company currently anticipates using net proceeds of approximately $125 million to repay debt as the transactions close in the third or fourth quarter of 2006.

Item 9.01 Financial Statements and Exhibits.

 

d)

   Exhibits

99.1

   Press Release issued by MEDIA GENERAL, INC., July 28, 2006.

99.2

   Press Release issued by MEDIA GENERAL, INC., August 1, 2006.

99.3

   Press Release issued by MEDIA GENERAL, INC., August 1, 2006.


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.

(Registrant)

Date August 1, 2006

  

/s/ John A. Schauss

 

   John A. Schauss
   Vice President - Finance
   and Chief Financial Officer
EX-99.1 2 dex991.htm PRESS RELEASE ISSUED BY MEDIA GENERAL, INC., JULY 28, 2006 Press Release issued by MEDIA GENERAL, INC., July 28, 2006

Exhibit 99.1

Media General Inc., PO Box 85333, Richmond, VA 23293-0001 804/649-6748 www.mediageneral.com

LOGO

FOR IMMEDIATE RELEASE            

Friday, July 28, 2006                             

Media General Announces Sale of KWCH-TV in Wichita to Schurz Communications

Richmond, Va., and South Bend, Ind. – Media General, Inc. (NYSE: MEG) and Schurz Communications, Inc., announced today that they have signed a definitive agreement under which Schurz Communications will purchase the assets of Media General’s CBS television station KWCH in Wichita, Kan., and its three satellite stations KBSD in Dodge City, Kan., KBSH in Hays, Kan., and KBSL in Goodland, Kan. The sales price is approximately $73 million. The transaction is subject to regulatory approvals and is expected to be completed in the third or fourth quarter of 2006.

On April 6, 2006, Media General announced that it would divest KWCH and three other CBS stations, WIAT in Birmingham, Ala., KIMT in Mason City, Iowa, and WDEF in Chattanooga, Tenn., as part of its acquisition of four NBC stations, which the company completed on June 26, 2006.

Marshall N. Morton, president and chief executive officer of Media General, said, “We are pleased that the execution of our planned divestitures is proceeding on a timely basis. In addition to the transaction announced today, negotiations are proceeding well with other parties for WDEF, WIAT and KIMT. We continue to expect to complete these sales by year-end.

“Once all of the divestitures are completed, Media General will provide aggregated financial details on the group of stations sold. We continue to expect net proceeds from the sale of all the stations to exceed $100 million,” said Mr. Morton.

“We also are making excellent progress integrating our new NBC stations. We plan to build on our track record of success with past acquisitions, when we achieved or exceeded our anticipated synergies and repaid debt as quickly as, or faster than, we had planned,” said Mr. Morton.

Franklin D. Schurz, Jr., chairman and chief executive officer of Schurz Communications, Inc. said, “We look forward to serving the viewers and advertisers and welcoming the employees of KWCH, KBSD, KBSH and KBSL. Our company’s strength mirrors that of our communities, and we look forward to joining such a vibrant area of Kansas. We started in television in 1952, and we anticipate a long and successful future with KWCH, its three satellite stations, and the communities they call home.”

KWCH was acquired by Media General in 2000 as part of the acquisition of a group of television stations from the former Spartan Communications. The station and its satellites have approximately 130 employees and began operations in 1953.

Mr. Morton said, “The employees of KWCH, KBSD, KBSH and KBSL are responsible for many fine contributions to Media General. We wish them well in their new endeavor.”

Forward-Looking Statements

This news release contains forward-looking statements that are subject to various risks and uncertainties and should be understood in the context of the company’s publicly available reports filed with the Securities and Exchange Commission. Media General’s future performance could differ materially from its current expectations.

Publishing     •     Broadcast     •     Interactive Media

 

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Media General Inc., PO Box 85333, Richmond, VA 23293-0001 804/649-6748 www.mediageneral.com

About Media General

Media General is a multimedia company operating leading newspapers, television stations and online enterprises primarily in the Southeastern United States. The company’s publishing assets include three metropolitan newspapers, The Tampa Tribune, Richmond Times-Dispatch, and Winston-Salem Journal; 22 daily community newspapers in Virginia, North Carolina, Florida, Alabama and South Carolina; and more than 150 weekly newspapers and other publications. The company’s broadcasting assets currently include 30 network-affiliated television stations that reach more than 33 percent of the television households in the Southeast and more than 10 percent of those in the United States. The company’s interactive media assets include more than 75 online enterprises that are associated with its newspapers and television stations. Media General also owns a 33 percent interest in SP Newsprint Company, a manufacturer of recycled newsprint.

About Schurz Communications

Based in South Bend, Indiana, Schurz Communications, Inc., is a diversified privately-owned, nationwide communications company. The company publishes 12 daily newspapers with a combined circulation of nearly 230,000. It also publishes six weekly newspapers, shopping guide publications and a printing company. It owns five television stations, seven radio stations, and two cable companies. Geographically, Schurz Communications has a presence in Indiana, Kentucky, Maryland, Michigan, Pennsylvania, California, South Dakota, Florida, Missouri, Georgia, and Virginia.

CONTACTS:

Media General

 

Lou Anne J. Nabhan, Investors

804-649-6103

Ray Kozakewicz, Media

804-649-6748

Schurz Communications

Marci Burdick

Senior Vice President, Broadcast

574-287-1001

Publishing     •     Broadcast     •     Interactive Media

 

(2 of 2)

EX-99.2 3 dex992.htm PRESS RELEASE ISSUED BY MEDIA GENERAL, INC., AUGUST 1, 2006 Press Release issued by MEDIA GENERAL, INC., August 1, 2006

Exhibit 99.2

Media General Inc., PO Box 85333, Richmond, VA 23293-0001    804/649-6748  www.mediageneral.com

LOGO

FOR IMMEDIATE RELEASE                

Tuesday, August 1, 2006                            

Media General Announces Sale of WDEF-TV in Chattanooga to Morris Multimedia

Richmond, Va., and Savannah, Ga. – Media General, Inc. (NYSE: MEG) and Morris Multimedia, Inc., announced today that they have signed a definitive agreement under which a wholly owned subsidiary of Morris Multimedia, Inc., will purchase the assets of Media General’s CBS television station WDEF in Chattanooga, Tenn. The sales price is approximately $22 million. The transaction is subject to regulatory approvals and is expected to be completed in the third or fourth quarter of 2006.

On April 6, 2006, Media General announced that it would divest WDEF and three other CBS stations, KWCH in Wichita, Kan., WIAT in Birmingham, Ala., and KIMT in Mason City, Iowa, as part of its acquisition of four NBC stations, which the company completed on June 26, 2006. On July 28, 2006, Media General announced a definitive agreement to sell KWCH and its three satellite stations to Schurz Communications, Inc.

Marshall N. Morton, president and chief executive officer of Media General, said, “We are pleased to announce the second sales agreement of our announced plan to divest four CBS stations. Negotiations for the sale of WIAT and KIMT are under way. We continue to expect to conclude all of the sales by year-end.”

Media General will provide aggregated financial details on the group of stations sold following all of the divestitures. The company continues to expect net proceeds from the sale of all the stations to exceed $100 million.

Charles H. Morris, chairman and chief executive officer of Morris Multimedia, Inc., described the purchase as another component of the company’s long-term strategy. “The acquisition is an important strategic fit for our broadcast group, led by our president, Dean Hinson. Chattanooga is a city that has aggressively reinvested in itself, and the results have positioned it well for future growth. WDEF is a superior television station with a strong local presence, talented employees and a quality news product. We look forward to the opportunity to become the new owners of this station.”

Mr. Morton said, “We thank the WDEF employees for their many contributions to Media General and wish them well in the future.”

WDEF was acquired by Media General in 1997 from the former Park Communications and has approximately 75 employees. The station has served the Chattanooga area since 1954 and was the first station in the market.

Forward-Looking Statements

This news release contains forward-looking statements that are subject to various risks and uncertainties and should be understood in the context of the company’s publicly available reports filed with the Securities and Exchange Commission. Media General’s future performance could differ materially from its current expectations.

Publishing     •     Broadcast     •    Interactive Media

 

(1 of 2)


Media General Inc., PO Box 85333, Richmond, VA 23293-0001    804/649-6748  www.mediageneral.com

About Media General

Media General is a multimedia company operating leading newspapers, television stations and online enterprises primarily in the Southeastern United States. The company’s publishing assets include three metropolitan newspapers, The Tampa Tribune, Richmond Times-Dispatch, and Winston-Salem Journal; 22 daily community newspapers in Virginia, North Carolina, Florida, Alabama and South Carolina; and more than 150 weekly newspapers and other publications. The company’s broadcasting assets currently include 30 network-affiliated television stations that reach more than 33 percent of the television households in the Southeast and more than 10 percent of those in the United States. The company’s interactive media assets include more than 75 online enterprises that are associated with its newspapers and television stations. Media General also owns a 33 percent interest in SP Newsprint Company, a manufacturer of recycled newsprint.

About Morris Multimedia, Inc.

Morris Multimedia, Inc., founded in 1970 and headquartered in Savannah, Georgia, is one of the largest privately-owned media companies in the United States. Morris Multimedia, through its affiliate Morris Network, Inc., owns and operates the following five network affiliate television stations:

 

    WCBI: Columbus/Tupelo/West Point, Mississippi

 

    UPNMS: Columbus/Tupelo/West Point, Mississippi

 

    WXXV: Gulfport, Mississippi

 

    WMGT: Macon, Georgia

 

    WWAY: Wilmington, North Carolina

Morris Multimedia also owns and operates over 100 daily and weekly newspapers, shoppers and niche publications through its affiliate, Morris Newspaper Corporation. Morris Multimedia operates in nine states and the Caribbean.

CONTACTS:

Media General

 

Lou Anne J. Nabhan, Investors

804-649-6103

Ray Kozakewicz, Media

804-649-6748

Morris Multimedia, Inc.

Jeff Samuels, Chief Financial Officer

912-443-3251

Publishing     •     Broadcast     •    Interactive Media

 

(2 of 2)

EX-99.3 4 dex993.htm PRESS RELEASE ISSUED BY MEDIA GENERAL, INC., AUGUST 1, 2006 Press Release issued by MEDIA GENERAL, INC., August 1, 2006

Exhibit 99.3

Media General Inc., PO Box 85333, Richmond, VA 23293-0001 804/649-6748 www.mediageneral.com

LOGO

FOR IMMEDIATE RELEASE

Tuesday, August, 1, 2006      

Media General Announces Sale of WIAT-TV in Birmingham, Ala., and KIMT-TV in Mason City, Iowa, to New Vision Television

Richmond, Va., and Atlanta – Media General, Inc. (NYSE: MEG) and New Vision Television, LLC, announced today that they have signed a definitive agreement under which New Vision Television will purchase the assets of Media General’s CBS television stations WIAT in Birmingham, Ala., and KIMT in Mason City, Iowa. The combined sales price for both stations is approximately $35 million. The transaction is subject to regulatory approvals and is expected to close in the third or fourth quarter of 2006.

Media General now has signed definitive agreements to sell all of the CBS stations that the company announced it planned to sell on April 6, 2006. Gross proceeds from the sales are approximately $130 million, plus working capital. In the aggregate, the transactions represent a multiple of 15 times 2004-2005 average broadcast cash flow for the divested stations. On May 12, 2006, Media General announced plans to facilitate these transactions as a tax-deferred, like-kind exchange in conjunction with the acquisition of the four NBC stations the company completed on June 26, 2006. Media General expects to complete all of the transactions before year-end. Net proceeds after tax are expected currently to be approximately $125 million and will be used for debt repayment.

Marshall N. Morton, president and chief executive officer of Media General, said, “We are delighted to have reached definitive agreements for the sale of these stations and expect to complete all the sales well within our original target of the end of this year. In addition, we will substantially exceed our original expectations of net proceeds available for debt repayment.

“Our four new NBC stations, which became part of Media General at the beginning of the third quarter, will contribute to meaningful Broadcast Division profit and segment cash flow growth in the third quarter. The contribution of the new stations will reflect strong Political advertising revenues and the overall strength of the stations in their respective markets,” Mr. Morton said.

Jason Elkin, chairman and chief executive officer of New Vision, said, “WIAT and KIMT represent the first two stations of New Vision Television III, which we expect will expand to 10-to-12 stations over the next year. We expect that the third iteration of the New Vision franchise will be the largest and most successful yet.

“We are extremely pleased to acquire two CBS affiliates from Media General. We have been impressed with the substantial improvements that Media General has made to the operations of both stations and with the overall quality of their employees. It’s great to begin the newest New Vision platform with network affiliates in dynamic growing markets like Birmingham and Mason City. We look forward to growing New Vision Television with strategic television acquisitions across the country,” said Mr. Elkin.

Mr. Morton added, “We thank the employees of WIAT and KIMT for their many contributions to Media General and wish them well in the future.”

 

 

Publishing • Broadcast • Interactive Media

 

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Media General Inc., PO Box 85333, Richmond, VA 23293-0001 804/649-6748 www.mediageneral.com

WIAT was acquired by Media General in 1997 as part of the acquisition of a group of television stations and newspapers from the former Park Communications. The station began operations in 1965 and has approximately 75 employees. KIMT, which began operations in 1954, was acquired in 2000 from the former Spartan Communications and has approximately 60 employees.

Forward-Looking Statements

This news release contains forward-looking statements that are subject to various risks and uncertainties and should be understood in the context of the company’s publicly available reports filed with the Securities and Exchange Commission. Media General’s future performance could differ materially from its current expectations.

About Media General

Media General is a multimedia company operating leading newspapers, television stations and online enterprises primarily in the Southeastern United States. The company’s publishing assets include three metropolitan newspapers, The Tampa Tribune, Richmond Times-Dispatch, and Winston-Salem Journal; 22 daily community newspapers in Virginia, North Carolina, Florida, Alabama and South Carolina; and more than 150 weekly newspapers and other publications. The company’s broadcasting assets currently include 30 network-affiliated television stations that reach more than 33 percent of the television households in the Southeast and more than 10 percent of those in the United States. The company’s interactive media assets include more than 75 online enterprises that are associated with its newspapers and television stations. Media General also owns a 33 percent interest in SP Newsprint Company, a manufacturer of recycled newsprint.

About New Vision Television

With offices in Atlanta and Los Angeles, New Vision Television, which was originally incorporated in 1993, has owned and operated numerous television stations across the country. New Vision has traditionally employed the best possible talent and gives their management employees autonomy, combined with accountability, to improve the operations of their station. New Vision prides itself on being an innovator in the television industry, and combines new sales solutions with the best possible operations to achieve superior broadcast results. Together with Mr. Elkin, John Heinen, president and chief operating officer and Eric Simontis, chief financial officer, New Vision will continue to invest in the television industry and focus its attention on the acquisition and operation of major and medium- sized market stations across the country with specific attention to stations with affiliate and geographic diversity.

Media General:

 

Investor Contact:
Lou Anne J. Nabhan

(804) 649-6103

Media Contact:

Ray Kozakewicz

(804)649-6748

New Vision Television

Jason Elkin, Chairman and Chief Executive Officer

(310) 979-0378

John Heinen, President and Chief Operating Officer

(404) 995-4711

Eric Simontis, Chief Financial Officer

(404) 995-4711

 

Publishing • Broadcast • Interactive Media

 

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-----END PRIVACY-ENHANCED MESSAGE-----