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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 10-K
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE
ACT OF 1934 [fee required]
For the fiscal year ended December 26, 1993
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [no fee required]
For the transition period ___________ to _________
Commission File No. 1-6383
MEDIA GENERAL, INC.
(Exact name of registrant as specified in its charter)
Commonwealth of Virginia 54-0850433
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
333 East Grace Street, Richmond, Virginia 23219
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (804) 649-6000
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange on
Title of each class which registered
Class A Common Stock American Stock Exchange
Securities registered pursuant to Section 12 (g) of the Act: None
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No
------- -------
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]
The aggregate market value of voting stock held by nonaffiliates of the
registrant was $582,967,486 as of February 28, 1994.
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The number of shares of Class A Common Stock outstanding on February 28,
1994, was 25,681,651. The number of shares of Class B Common Stock outstanding
on February 28, 1994, was 557,154.
Part I, Part II and Part IV incorporate information by reference from the
Annual Report to Stockholders for the year ended December 26, 1993. Part III
incorporates information by reference from the proxy statement for the Annual
Meeting of Stockholders to be held on May 20, 1994.
Part I
Item 1. Business
General
For a general description of the Company's business, see Business in Brief
on page 4 of the 1993 Annual Report to Stockholders, which is incorporated
herein by reference. The Company employs approximately 7,300 people on a full
or part-time basis. The Company's businesses are somewhat cyclical; the second
and fourth quarters are typically stronger than the first and third quarters.
Industry Segments
The Company is engaged in three significant industry segments. For
financial information concerning these segments and for information concerning
the Company's foreign operations see pages 18, 31, 32, 50 and 51 of the 1993
Annual Report to Stockholders, which are incorporated herein by reference.
Supplemental information concerning each of the Company's significant industry
segments is included below.
Newspaper Publishing Business
See pages 6, 8, 10 and 48 of the 1993 Annual Report to Stockholders which
are incorporated herein by reference for a description of the business done and
principal products produced by the Company in its newspaper publishing business.
The primary raw material used by the Company in its newspaper operations is
newsprint, which is purchased from various Canadian and United States sources,
including Garden State Paper Company, Inc., a wholly owned subsidiary of the
Company, and Southeast Paper Manufacturing Co., in which the Company owns a one-
third equity interest. The newspaper operations of the Company consumed
approximately 123,000 tons of newsprint in 1993. Management of the Company
believes that newsprint inventory and sources of supply under existing
arrangements will be adequate in 1994.
All of the Company's newspapers compete for circulation and advertising
with other newspapers published nationally and in nearby cities and towns and
for advertising with magazines, radio, television and other promotional media.
All of the newspapers compete for circulation principally on the basis of
performance, service and price. Since 1985, the Company has owned a 40%
interest in Garden State Newspapers, Inc., (GSN) a company established to
acquire and operate medium-sized daily newspapers throughout the United States.
The Company's 1991 operations include a loss of $78.7 million ($78.3 million
after-tax; $3.01 per share) from GSN which largely resulted from GSN
management's decision to write down the carrying value of certain assets, mostly
intangibles, in light of depressed market conditions. The 1991 loss reduced the
Company's investment in GSN to zero. Although GSN's net income for the twelve
months ended September 30, 1992, was $12 million, such net income was due
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entirely to a nonrecurring gain from the sale of a newspaper property, net of
operating losses. Consequently, in 1992 the Company did not recognize any
equity in GSN's 1992 net income, nor has it since, because it is unlikely to
realize any dividends or cash distributions from GSN operations.
Subsequent to December 26, 1993, GSN failed to redeem the Series A and
Series C Preferred Stock that previously had been issued to the Company and
which was mandatorily redeemable on January 1, 1994. However, the Company has
signed a Letter Agreement (Agreement) with GSN and a GSN affiliate whereby it
has agreed to a process through which it would sell its 40% common equity
interest in GSN, along with its GSN Series A and Series C Preferred Stock,
for approximately $62.7 million. Under the terms of the
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Agreement, the Company would simultaneously exchange its
GSN Series B Preferred Stock for the 9% Preferred Stock of Denver Newspapers,
Inc., currently owned by GSN. The Company would continue to hold a warrant to
purchase 40% of the common equity of Denver Newspapers, Inc. The Agreement,
which will terminate if the contemplated transactions have not occurred by April
29, 1994 (unless extended by mutual agreement of the parties), is subject to
various conditions, including the buyer's ability to arrange financing.
Consequently, there is no assurance that the transactions will be consummated
and, in light of these contingencies, the Company continues to evaluate its
options.
Television Business
See pages 12, 14 and 16 of the 1993 Annual Report to Stockholders which are
incorporated herein by reference for a description of the business done by the
Company in its television business.
The television broadcasting and cable television operations of the Company
are subject to the jurisdiction of the Federal Communications Commission (FCC)
pursuant to the Communications Act of 1934, as amended (the Act). The Act
provides, among other things, that television broadcasts may be made only by
persons licensed by the FCC. The Company's television stations operate under
such licenses. The Act authorizes the FCC to grant or modify licenses on a
determination that the "public convenience, interest, or necessity" will be
served thereby, and to revoke licenses for violations of the Act, the terms of
the license, or for certain other reasons. Licenses may also be revoked by
court order or by the FCC if a licensee is found guilty of violations of certain
provisions of the antitrust laws.
The maximum term for which the FCC may grant a broadcasting license for a
television station is five years, and renewals for periods of not more than five
years may be made by the FCC upon considerations similar to those that govern
the granting of original licenses. The licenses of WFLA-TV in Tampa and WJKS-TV
in Jacksonville were most recently renewed in January 1992, and for WCBD-TV in
Charleston in November 1991, and will expire on February 1, 1997, and December
1, 1996, respectively.
FCC rules prohibit further acquisitions which would result in the common
ownership of a daily newspaper and a television station in the same market. The
rules do not apply retroactively to require divestiture of station WFLA-TV which
is under common ownership with the Company's Tampa newspaper.
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The FCC has jurisdiction over and has adopted a regulatory program
concerning the cable television industry. The FCC's regulations currently
mandate blackout protection of certain local stations' network programs and
certain sports programs and govern cable television engineering standards,
registration and reporting obligations, and other matters, including rules which
require the blackout of certain syndicated programs owned by television
stations. In 1992, Congress passed, effective December 4, 1992, the Cable
Television Consumer Protection and Competition Act of 1992 (Cable Act). It
contains some provisions that are self-effectuating in that they do not require
further FCC action and other provisions that require the FCC to adopt rules for
their implementation. Examples of the former are provisions that prohibit cable
systems from ownership of certain competitive multichannel video distribution
services, a prohibition on franchise authorities awarding exclusive franchises,
guidelines for awarding franchises and a provision which generally prohibits a
cable operator from selling or otherwise transferring ownership in a cable
system within 36 months following acquisition or initial construction of the
system. Examples of provisions which required the FCC to adopt rules for their
implementation include mandatory cable carriage of local television stations, a
requirement that some television stations consent to carriage of their signals
(retransmission consent), rate regulation, in-home wiring, new equal employment
opportunity reporting requirements, consumer protection and customer service
requirements,
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provisions prohibiting a cable operator from requiring purchase of particular
program packages (tiers), other than the basic service tier, in order to
purchase premium program services, and restrictions on indecent programming on
access channels. Several of the provisions and the implementing rules may
require changes in the Company's operations, but it is impossible to predict
with certainty the extent of any future adverse impact on the systems of some or
all of these new requirements. Also in 1992, in its video dialtone ruling, the
FCC authorized telephone companies to transmit video programming for programmer-
customers on a common carrier basis without having to obtain a municipal cable
franchise. On February 22, 1994, the FCC announced the adoption of further
rules intended to govern rates which cable operators may charge subscribers.
Although the specific rules have not yet been published, the Company's
preliminary evaluation of the general provisions indicates that the effect will
not be material to the Company. Cable rates are subject to local franchise
authority and FCC review, and further rate regulation is possible. In addition,
many of the rules and regulations described above, particularly those
implementing the Cable Act, are the subject of appeals which are pending in
court. In addition to regulation by the FCC, cable television systems are also
subject to extensive regulation by franchising authorities, and must file semi-
annual Statements of Account and copyright royalty payments with the Copyright
Office of the United States.
The information contained in the preceding discussion does not purport to
be a complete summary of all the provisions of the Act, the Cable Act or of the
rules and regulations of the FCC thereunder, or of pending proposals for other
regulation of broadcasting and related activities.
The Company has cable television franchises to operate its existing systems
in portions of Fairfax County, Virginia, and adjoining cities and towns, and in
Fredericksburg, Virginia, and portions of Spotsylvania and Stafford Counties,
Virginia. At December 26, 1993, the Company's cable television systems served
approximately 220,000 subscribers on a subscriber payment basis.
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The primary source of revenues for WFLA-TV, WJKS-TV, and WCBD-TV is the
sale of time to national and local advertisers. Since each of the stations is
network affiliated, additional revenue is derived from the network programming
carried by each. Expiration dates of the network contracts for WFLA-TV-NBC,
WJKS-TV-ABC and WCBD-TV-ABC are April 1995, April 1994 and July 1995,
respectively.
The Company's television stations are in competition for audience and
advertising revenues with other television and radio stations and cable
television systems as well as magazines, newspapers and other promotional media.
A number of cable television systems which operate generally on a subscriber
payment basis are in business in the Company's broadcasting markets and compete
for audience by importing out-of-market television signals or by originating
programming. The Company's cable television systems have substantially the same
competition as its television stations. The television stations and cable
television systems compete for audience on the basis of program content and
quality of reception, and for advertising revenues on the basis of price, share
of market and performance.
Reference is made to page 49 of the 1993 Annual Report to Stockholders
which is incorporated herein by reference for market share and other information
regarding the Company's television stations.
Newsprint Paper Manufacturing Business
For a description of the business done, principal products produced and
sources and availability of raw materials used by the Company in its newsprint
paper manufacturing business, see pages 16 and 18 of the 1993 Annual Report to
Stockholders, which are incorporated herein by reference.
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In addition to its Garden State Paper Company, Inc., (Garden State) mill in
Garfield, New Jersey, the Company owns a 33 1/3% interest in the Southeast Paper
Manufacturing Co. newsprint mill in Dublin, Georgia, which licenses and utilizes
the Garden State process, a proprietary de-inking technology for the production
of 100 percent recycled newsprint from recovered used newspapers. The Company
earns royalties and fees pursuant to a contract with this venture, in addition
to its share of operating results. The Company also owns a 49% interest in a
Mexican newsprint mill near San Luis Potosi, Mexico, from which the Company
receives option fees based on production. Under the terms of the Company's
Option Agreement with this affiliate, the Company will continue to receive such
fees through October 15, 1994. Unless some other form of divestiture is agreed
to, on that date the affiliate's majority owner is expected to exercise its
option to buy the Company's capital stock investment in the affiliate for $3.6
million, after which no further fees would be paid to the Company.
Garden State owns certain United States patent rights and also has obtained
patents in various foreign countries. Although these have been of value, their
loss would not materially affect the conduct of its business as the Company has
developed substantial proprietary knowledge related to its manufacturing process
which enhances its competitive position.
Garden State competes with approximately twenty Canadian and American
companies in selling newsprint, its sole product, to newspaper publishers.
Distribution from the Garden State mill is primarily by truck transportation.
Competition is based principally on price, quality of product, and service,
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although the percentage of recovered fiber contained in manufactured newsprint
is becoming increasingly important to newspaper publishers to meet various
existing and proposed state and federal standards.
Item 2. Properties
The Company's headquarters and Richmond Newspapers, Inc., are located in
Richmond, Virginia, in five adjacent buildings. In addition, Richmond
Newspapers, Inc., completed and placed in service, on June 1, 1992, a 428,000
square foot production and distribution facility, located on an 86 acre site in
Hanover County, Virginia, near Richmond. The Tampa, Florida, newspapers are
published in a single unit production plant and office building located on a six
acre tract in that city. The Winston-Salem, North Carolina, newspapers are also
published in a single unit plant, although a new 140,000 square foot production
and distribution facility, scheduled for completion in mid-1994, is currently
under construction on a 12 acre site located near the present facility. All of
the foregoing properties are Company-owned.
Television facilities for WFLA-TV Tampa, Florida, WJKS-TV Jacksonville,
Florida, and WCBD-TV Charleston, South Carolina, are located on land owned by
the Company in and around these respective cities.
Media General Cable of Fairfax County, Inc., a subsidiary of the Company,
has headquarters located in one building owned by the Company in Chantilly,
Virginia, and two head-ends located in Fairfax County, Virginia, one on property
owned by the Company and adjacent to its production studio and one on leased
property. In addition, Fairfax Cable leases an operations center for its
service maintenance fleet in Springfield, Virginia. The cable system includes a
home subscriber network and a separate institutional network.
Newsprint production facilities of Garden State consist of a mill in
Garfield, New Jersey, housing two paper-making machines adjacent to a power
plant which supplies it with steam and electric power. Both the mill and the
power plant are owned by Garden State. Garden State also owns or leases
substantial storage facilities for waste paper in the general vicinity of the
newsprint mill.
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Item 3. Legal Proceedings
Certain of the Company's subsidiaries have been identified as potentially
responsible parties, along with many other businesses unrelated to the Company,
in connection with the alleged soil and/or groundwater contamination at a former
commercial waste disposal site, a former industrial drum recycling location and
a former waste oil recycling location. With respect to these matters, these
subsidiaries have contributed, or may in the future be asked to contribute, to
the costs of site assessment and cleanup. In addition, the Company and one of
its subsidiaries are currently involved in environmental assessment and
remediation projects at one facility formerly owned, and one facility currently
owned. While the ultimate costs of the foregoing matters are not presently
determinable, based on information currently available, management believes such
costs will not be material to the Company's financial position or results of
operations.
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Item 4. Submission of Matters to a Vote of Security Holders
No matters were submitted to a vote of security holders during the fourth
quarter of 1993.
Executive Officers of the Registrant
Name Age Position and Office Year First Took Office*
D. Tennant Bryan 87 Chairman of the Executive Committee 1930
J. Stewart Bryan III 55 Chairman, President,
Chief Executive Officer 1990
Marshall N. Morton 48 Senior Vice President,
Chief Financial Officer 1989
James L. Dillon 65 Vice President 1977
H. Graham Woodlief 49 Vice President 1989
George L. Mahoney 41 General Counsel, Secretary 1993
Stephen R. Zacharias 44 Treasurer 1989
- ---------------
The year indicated is the year in which the officer first assumed an office with the Company or with Richmond Newspapers, Inc.,
the predecessor of the Company, involving essentially the same duties and responsibilities as the office presently held, regardless
of its formal titles at that time. Prior to assuming his present position, J. Stewart Bryan III, had previously served during the
past five years as Chief Operating Officer (1989-90) and as Vice Chairman and Executive Vice President (1985-90) of the Company.
Mr. Mahoney previously served as Assistant General Counsel of Dow Jones & Company, Inc., for more than five years. Mr. Zacharias
assumed executive officer responsibilities as of December 1993.
Officers of the Company are elected at the Annual Meeting of the Board of Directors to serve, unless sooner removed, until the
next Annual Meeting of the Board of Directors and/or until their successors are duly elected and qualified.
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PART II
Item 5. Market for Registrant's Common Equity and Related Stockholder Matters
Reference is made to page 47 of the 1993 Annual Report to Stockholders
which is incorporated herein by reference for information required by this item.
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Item 6. Selected Financial Data
Reference is made to Note 5 on pages 31 through 32, and to pages 50 and 51
of the 1993 Annual Report to Stockholders which are incorporated herein by
reference for information required by this item.
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Reference is made to pages 40 through 46 of the 1993 Annual Report to
Stockholders which are incorporated herein by reference for information required
by this item.
Item 8. Financial Statements and Supplementary Data
Consolidated financial statements of the Company as of December 26, 1993,
and December 27, 1992, and for the fiscal years ended December 26, 1993,
December 27, 1992, and December 29, 1991, and the report of independent auditors
thereon, as well as the Company's unaudited quarterly financial data for the
fiscal years ended December 26, 1993, and December 27, 1992, are incorporated
herein by reference from the 1993 Annual Report to Stockholders pages 23 through
39 and page 47.
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure
None
PART III
Item 10. Directors and Executive Officers of the Registrant
Incorporated herein by reference from the Company's definitive proxy
statement for the Annual Meeting of Stockholders on May 20, 1994, except as to
certain information regarding executive officers included in Part I. Matters
regarding compliance with Section 16(a) of the Securities Exchange Act of 1934
are incorporated by reference from the Company's definitive proxy statement for
the Annual Meeting of Stockholders on May 20, 1994.
Item 11. Executive Compensation
Incorporated herein by reference from the Company's definitive proxy
statement for the Annual Meeting of Stockholders on May 20, 1994.
Item 12. Security Ownership of Certain Beneficial Owners and Management
Incorporated herein by reference from the Company's definitive proxy
statement for the Annual Meeting of Stockholders on May 20, 1994.
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Item 13. Certain Relationships and Related Transactions
Incorporated herein by reference from the Company's definitive proxy
statement for the Annual Meeting of Stockholders on May 20, 1994.
9
PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K
(a)1. and 2. The financial statements and schedules listed in the
accompanying index to financial statements and financial statement
schedules are filed as part of this annual report.
3.Exhibits
The exhibits listed in the accompanying index to exhibits are filed as part
of this annual report.
(b)Reports on Form 8-K
None
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Index to Financial Statements and Financial Statement Schedules - Item 14(a)
Annual
Report
Form to
10-K Stockholders
Media General, Inc.
(Registrant)
Report of independent auditors 9 39
Consolidated statements of operations for the
fiscal years ended December 26, 1993,
December 27, 1992, and December 29, 1991 23
Consolidated balance sheets at December 26, 1993,
and December 27, 1992 24-25
Consolidated statements of stockholders' equity
for the fiscal years ended December 26, 1993,
December 27, 1992, and December 29, 1991 26
Consolidated statements of cash flows for the
fiscal years ended December 26, 1993,
December 27, 1992, and December 29, 1991 27
Notes to consolidated financial statements 28-38
Schedules:
V - Property, plant and equipment 10
VI - Accumulated depreciation and amortization of
property, plant and equipment 11
VIII - Valuation and qualifying accounts and reserves 12-13
X - Supplementary income statement information 14
Schedules other than those listed above are omitted since they are not required
or are not applicable, or the required information is shown in the financial
statements or notes thereto.
The consolidated financial statements of Media General, Inc., listed in the
above index which are included in the Annual Report to Stockholders of Media
General, Inc., for the fiscal year ended December 26, 1993, are incorporated
herein by reference. With the exception of the pages listed in the above index
and the information incorporated by reference included in Part I, II, and IV,
the 1993 Annual Report to Stockholders is not deemed filed as part of this
report.
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10
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors and Stockholders
Media General, Inc.
We consent to the incorporation by reference in this Annual Report (Form
10-K) of Media General, Inc., of our report dated January 25, 1994, included in
the 1993 Annual Report to Stockholders of Media General, Inc.
Our audits also included the financial statement schedules of Media
General, Inc., listed in Item 14(a). These schedules are the responsibility of
the Company's management. Our responsibility is to express an opinion based on
our audits. In our opinion, the financial statement schedules referred to
above, when considered in relation to the basic financial statements taken as a
whole, present fairly in all material respects the information set forth
therein.
We also consent to the incorporation by reference in (a) the Registration
Statement (Form S-8 No. 2-56905) pertaining to the 1971 Unqualified Stock Option
Plan and the 1976 Qualified and Non-Qualified Stock Option Plans of Media
General, Inc.; (b) the Registration Statement (Form S-8 No. 33-29478) pertaining
to the Media General, Inc., Employees Thrift Plan; (c) the Registration
Statement (Form S-8 No. 33-23698) pertaining to the 1987 Non-Qualified Stock
Option Plan of Media General, Inc.; (d) the Registration Statement (Form S-3 No.
33-26853) pertaining to the Media General, Inc., Automatic Dividend
Reinvestment and Stock Purchase Plan and (e) the Registration Statement (Form S-
8 No. 33-52472) pertaining to the 1987 Non-Qualified Stock Option Plan of Media
General, Inc., amended and restated May 17, 1991, and in the Prospectus related
to each, of our report dated January 25, 1994, with respect to the consolidated
financial statements of Media General, Inc., incorporated herein by reference,
and our report included in the preceding paragraph with respect to the financial
statement schedules of Media General, Inc., included in this Annual Report (Form
10-K) of Media General, Inc., for the fiscal year ended December 26, 1993.
ERNST & YOUNG
Richmond, Virginia
March 22, 1994
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Media General, Inc., and Subsidiaries
Schedule V - Property, Plant and Equipment
Fiscal Years Ended December 29, 1991, December 27, 1992, and December 26, 1993
Balance at *Other changes
beginning Additions Retirements debit and/ Balance at end
of period at cost and sales or (credit) of period
------------ ------------ ------------ ------------ ------------
1991
Land.............................. $ 14,560,395 $ 911,608 $ --- $ 13,063,038 $ 28,535,041
Buildings......................... 59,014,313 1,658,634 45,233 183,226 60,810,940
Machinery and equipment........... 572,317,206 17,450,634 6,211,995 11,059,242 594,615,087
Construction in progress.......... 63,603,577 95,361,914 --- (24,561,364) 134,404,127
------------ ------------ ------------ ------------ ------------
Totals......................... $709,495,491 $115,382,790(a) $ 6,257,228 $ (255,858) $818,365,195
============ ============ ============ ============ ============
1992
Land.............................. $ 28,535,041 $ 67,087 $ 42,305 $ (6,959,479) $ 21,600,344
Buildings......................... 60,810,940 1,783,999 90,785 69,993,788 132,497,942
Machinery and equipment........... 594,615,087 30,280,258 11,549,173 107,538,147 720,884,319
Construction in progress.......... 134,404,127 60,187,987 --- (185,469,373) 9,122,741
------------ ------------ ------------ ------------ ------------
Totals......................... $818,365,195 $ 92,319,331(b) $ 11,682,263 $(14,896,917)(c) $884,105,346
============ ============ ============ ============ ============
1993
Land.............................. $ 21,600,344 $ 3,980 $ 69,360 $ 269,579 $ 21,804,543
Buildings......................... 132,497,942 2,034,941 47,066 684,294 135,170,111
Machinery and equipment........... 720,884,319 18,743,804 13,774,999 4,696,860 730,549,984
Construction in progress.......... 9,122,741 12,053,848 --- (5,595,429) 15,581,160
------------ ------------ ------------ ------------ ------------
Totals......................... $884,105,346 $ 32,836,573 $ 13,891,425 $ 55,304 $903,105,798
============ ============ ============ ============ ============
* Includes intercompany transfers and reclassifications.
(a) Includes approximately $80.9 million related to the expansion and relocation of the Richmond Newspapers' production facility.
(b) Includes approximately $53.2 million related to the expansion and relocation of the Richmond Newspapers' production facility.
(c) Includes approximately $14.7 million transferred to other assets.
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Media General, Inc., and Subsidiaries
Schedule VI - Accumulated Depreciation and Amortization
of Property, Plant and Equipment
Fiscal Years Ended December 29, 1991, December 27, 1992, and December 26, 1993
Balance Retirements, *Other
at beginning Charged to renewals & changes Balance at end
of period income replacements add (deduct) of period
------------ ------------ ------------ ------------ ------------
1991
Buildings......................... $ 24,265,655 $ 1,840,446 $ 24,726 $ --- $ 26,081,375
Machinery and equipment........... 235,367,169 46,128,877 5,995,314 27,199 275,527,931
------------ ------------ ------------ ------------ ------------
Totals......................... $259,632,824 $ 47,969,323 $ 6,020,040 $ 27,199 $301,609,306
============ ============ ============ ============ ============
1992
Buildings......................... $ 26,081,375 $ 2,918,911 $ 29,384 $ (11,035) $ 28,959,867
Machinery and equipment........... 275,527,931 49,755,790 9,903,482 6,996 315,387,235
------------ ------------ ------------ ------------ ------------
Totals......................... $301,609,306 $ 52,674,701 $ 9,932,866 $ (4,039) $344,347,102
============ ============ ============ ============ ============
1993
Buildings......................... $ 28,959,867 $ 3,689,691 $ 6,821 $ --- $ 32,642,737
Machinery and equipment........... 315,387,235 51,274,155 11,423,387 --- 355,238,003
------------ ------------ ------------ ------------ ------------
Totals......................... $344,347,102 $ 54,963,846 $ 11,430,208 $ --- $387,880,740
============ ============ ============ ============ ============
* Includes intercompany transfers and reclassifications.
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Media General, Inc., and Subsidiaries
Schedule VIII - Valuation and Qualifying Accounts and Reserves
Fiscal Years Ended December 29, 1991, December 27, 1992, and December 26, 1993
Additions
(reductions)
Balance at charged Balance
beginning (credited) to Deductions- at end
of period expense-net net Transfers of period
------------ ------------ ------------ ------------ ------------
1991
Allowance for doubtful accounts... $ 5,322,316 $ 6,192,833 $ 8,096,311 $ --- $ 3,418,838
Allowance for discounts........... 774,562 7,908,106 7,922,541 --- 760,127
Allowance for note
receivable..................... 3,315,000 --- --- 1,825,000 5,140,000
------------ ------------ ------------ ------------ ------------
9,411,878 14,100,939 16,018,852 1,825,000 9,318,965
------------ ------------ ------------ ------------ ------------
Reserve for warranties............ 3,281,531 --- 919,502 --- 2,362,029
Reserve for disposition of
certain operations............. 5,724,022 (990,229) 2,578,229 --- 2,155,564
Reserve for discontinuance
of Broadcast Services.......... 10,496,916 (386,940) (429,105) (1,825,000) 8,714,081
------------ ------------ ------------ ------------ ------------
Totals....................... $ 28,914,347 $ 12,723,770 $ 19,087,478 $ --- $ 22,550,639
============ ============ ============ ============ ============
1992
Allowance for doubtful accounts... $ 3,418,838 $ 5,377,424 $ 5,381,321 $ --- $ 3,414,941
Allowance for discounts........... 760,127 3,433,754 3,877,135 --- 316,746
Allowance for note
receivable..................... 5,140,000 --- --- --- 5,140,000
------------ ------------ ------------ ------------ ------------
9,318,965 8,811,178 9,258,456 --- 8,871,687
------------ ------------ ------------ ------------ ------------
Reserve for warranties............ 2,362,029 2,691,247 708,113 --- 4,345,163
Reserve for disposition of
certain operations............. 2,155,564 (99,497) 325,119 --- 1,730,948
Reserve for discontinuance
of Broadcast Services.......... 8,714,081 (5,457,039) 3,471,345 1,381,302 1,166,999
------------ ------------ ------------ ------------ ------------
Totals....................... $ 22,550,639 $ 5,945,889 $ 13,763,033 $ 1,381,302 $ 16,114,797
============ ============ ============ ============ ============
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14
Media General, Inc., and Subsidiaries
Schedule VIII - Valuation and Qualifying Accounts and Reserves - Continued
Fiscal Years Ended December 29, 1991, December 27, 1992, and December 26, 1993
Additions
(reductions)
Balance at charged Balance
beginning (credited) to Deductions- at end
of period expense-net net Transfers of period
------------ ------------ ------------ ------------ ------------
1993
Allowance for doubtful accounts... $ 3,414,941 $ 3,488,482 $ 3,205,662 $ --- $ 3,697,761
Allowance for discounts........... 316,746 437,720 754,466 --- ---
Allowance for note
receivable..................... 5,140,000 --- --- (5,140,000)(a) ---
------------ ------------ ------------ ------------ ------------
8,871,687 3,926,202 3,960,128 (5,140,000) 3,697,761
------------ ------------ ------------ ------------ ------------
Reserve for warranties............ 4,345,163 --- 544,248 167,091 3,968,006
Reserve for disposition of
certain operations............. 1,730,948 (921,782) 809,166 --- ---
Reserve for discontinuance
of Broadcast Services.......... 1,166,999 --- 382,216 --- 784,783
------------ ------------ ------------ ------------ ------------
Totals....................... $ 16,114,797 $ 3,004,420 $ 5,695,758 $ (4,972,909) $ 8,450,550
============ ============ ============ ============ ============
(a) Amount transferred to other liabilities and deferred credits.
13
15
Media General, Inc., and Subsidiaries
Schedule X - Supplementary Income Statement Information
Fiscal Years Ended December 29, 1991, December 27, 1992, and December 26, 1993
Charged to costs
and expenses
-----------------------------------------------
1991 1992 1993
Maintenance and repairs........... $ 15,939,230 $ 16,930,182 $ 17,391,044
============ ============ ============
Note: Items and amounts not presented are less than 1% of consolidated revenues or are disclosed elsewhere in the consolidated
financial statements or related notes.
14
16
Index to Exhibits
Exhibit
Number Description
2 Letter Agreement dated March 16, 1994, by and among Media General,
Inc., Affiliated Newspaper Investment Company, and Garden State
Newspapers, Inc.
3(i) The Amended and Restated Articles of Incorporation of Media General,
Inc., incorporated by reference to Exhibit 3.1 of Form 10-K for the
fiscal year ended December 31, 1989.
3(ii) Bylaws of Media General, Inc., amended as of May 31, 1993.
10.1 1971 Unqualified Stock Option Plan, incorporated by reference to
Exhibit 1 to Post-Effective Amendment No. 2 to Registration Statement
No. 2-38001.
10.2 Amendment to the 1971 Unqualified Stock Option Plan adopted February,
1974, incorporated by reference to Exhibit 1 to Post-Effective
Amendment No. 6 of Registration Statement No. 2-38001.
10.3 Amendment to the 1971 Unqualified Stock Option Plan adopted July 29,
1983, incorporated by reference to Exhibit 10.3 of Form 10-K for the
fiscal year ended December 31, 1983.
10.4 Form of Option granted under the 1971 Unqualified Stock Option Plan
prior to February, 1974, incorporated by reference to Exhibit 2 to
Post-Effective Amendment No. 2 of Registration Statement No. 2-38001.
10.5 Form of Option granted under the 1971 Unqualified Stock Option Plan
subsequent to February, 1974, incorporated by reference to Exhibit 2 to
Post-Effective Amendment No. 6 of Registration Statement No. 2-38001.
10.6 Addendum dated January, 1984, to Form of Option granted under the 1971
Unqualified Stock Option Plan, incorporated by reference to Exhibit
10.7 of Form 10-K for the fiscal year ended December 31, 1983.
10.7 Addendum dated June 19, 1992, to Form of Option granted under the 1971
Unqualified Stock Option Plan, incorporated by reference to Exhibit
10.7 of Form 10-K for the fiscal year ended December 27, 1992.
10.8 The 1976 Non-Qualified Stock Option Plan, incorporated by reference to
Exhibit 1.2 to Registration Statement 2-56905.
10.9 Amendment to the 1976 Non-Qualified Stock Option Plan adopted July 29,
1983, incorporated by reference to Exhibit 10.9 of Form 10-K for the
fiscal year ended December 31, 1983.
10.10 Amendment to the 1976 Non-Qualified Stock Option Plan adopted June 19,
1992, incorporated by reference to Exhibit 10.10 of Form 10-K for the
fiscal year ended December 27, 1992.
10.11 Form of Option granted under the 1976 Non-Qualified Stock Option Plan,
incorporated by reference to Exhibit 2.2 of Registration Statement 2-
56905.
17
10.12 Amendment to the 1976 Non-Qualified Stock Option Plan, dated December
9, 1978, incorporated by reference to Exhibit 1 to Post-Effective
Amendment No. 3 of Registration Statement 2-56905.
10.13 Additional Form of Option to be granted under the 1976 Non-Qualified
Stock Option Plan, incorporated by reference to Exhibit 2 to Post-
Effective Amendment No. 3 Registration Statement 2-56905.
15
10.14 Addendum dated January, 1984, to Form of Option granted under the 1976
Non-Qualified Stock Option Plan, incorporated by reference to Exhibit
10.13 of Form 10-K for the fiscal year ended December 31, 1983.
10.15 Addendum dated June 19, 1992, to Form of Option granted under the 1976
Non-Qualified Stock Option Plan, incorporated by reference to Exhibit
10.15 of Form 10-K for the fiscal year ended December 27, 1992.
10.16 The 1987 Non-Qualified Stock Option Plan adopted May 15, 1987, and as
amended on August 21, 1987, incorporated by reference to Exhibit 10.14
of Form 10-K for the fiscal year ended December 31, 1987.
10.17 The Media General, Inc., Restricted Stock Plan adopted May 17, 1991,
incorporated by reference to Exhibit 10.1 of Form 10-Q for the quarter
ended June 30, 1991.
10.18 Amendment to the 1987 Non-Qualified Stock Option Plan, adopted May 17,
1991, incorporated by reference to Exhibit 10.2 of Form 10-Q for the
quarter ended June 30, 1991.
10.19 Amendment to the 1987 Non-Qualified Stock Option Plan adopted June 19,
1992, incorporated by reference to Exhibit 10.19 of Form 10-K for the
fiscal year ended December 27, 1992.
10.20 Addendum dated June 19, 1992, to Form of Option granted under the 1987
Non-Qualified Stock Option Plan, incorporated by reference to Exhibit
10.20 of Form 10-K for the fiscal year ended December 27, 1992.
10.21 Media General, Inc., Executive Death Benefit Plan effective January 1,
1991, incorporated by reference to Exhibit 10.17 of Form 10-K for the
fiscal year ended December 29, 1991.
10.22 Amendment to the Media General, Inc., Executive Death Benefit Plan
dated July 24, 1991, incorporated by reference to Exhibit 10.18 of Form
10-K for the fiscal year ended December 29, 1991.
10.23 1984 Outside Directors Retirement Agreement, incorporated by reference
to Exhibit 10.16 of Form 10-K for the fiscal year ended December 31,
1984.
10.24 Employment Agreement between Media General, Inc., and D. Tennant Bryan,
dated January 1, 1973, incorporated by reference to Exhibit 10.9 of
Form 8 dated August 3, 1981.
18
10.25 Amendment dated September 24, 1981, to Employment Agreement between
Media General, Inc., and D. Tennant Bryan dated January 1, 1973,
incorporated by reference to Exhibit 10 of Form 10-Q for the quarter
ended September 30, 1981.
10.26 Shareholders Agreement, dated May 28, 1987, between Mary Tennant Bryan,
Florence Bryan Wisner, J. Stewart Bryan III, and D. Tennant Bryan and
J. Stewart Bryan III as Trustees under D. Tennant Bryan Media Trust,
and Media General, Inc., incorporated by reference to Exhibit 10.50 of
Form 10-K for the fiscal year ended December 31, 1987.
10.27 Amended and Restated Redemption Agreement between Media General, Inc.,
and D. Tennant Bryan, dated January 29, 1988, incorporated by reference
to Exhibit 10.20 of Form 10-K for the fiscal year ended December 31,
1987.
10.28 Employment Contract between Media General, Inc., and Alan S. Donnahoe,
dated January 1, 1977, incorporated by reference to Exhibit 10.15 of
Form 8 dated August 3, 1981.
10.29 Amendment, dated March 22, 1979, to Employment Contract between Media
General, Inc., and Alan S. Donnahoe, dated January 1, 1977,
incorporated by reference to Exhibit 10.16 of Form 8 dated August 3,
1981.
16
10.30 Amendment, dated January 1, 1982, to Employment Contract between Media
General, Inc., and Alan S. Donnahoe, dated January 1, 1977,
incorporated by reference to Exhibit 10.23 of Form 10-K for the fiscal
year ended December 31, 1981.
10.31 Amendment, dated December 1, 1984, to Employment Contract between Media
General, Inc., and Alan S. Donnahoe, dated January 1, 1977,
incorporated by reference to Exhibit 10.22 of Form 10-K for the fiscal
year ended December 31, 1984.
10.32 Amendment, dated December 1, 1989, to Employment Contract between Media
General, Inc., and Alan S. Donnahoe, dated January 1, 1977,
incorporated by reference to Exhibit 10.25 of Form 10-K for the fiscal
year ended December 31, 1989.
10.33 Consulting Agreement between Media General, Inc., and James S. Evans,
dated January 1, 1992, incorporated by reference to Exhibit 10.29 of
Form 10-K for the fiscal year ended December 29, 1991.
10.34 Media General, Inc., Supplemental Thrift Plan dated July 15, 1987,
incorporated by reference to Exhibit 10.27 of Form 10-K for the fiscal
year ended December 31, 1989.
10.35 Amended and Restated Media General, Inc., Executive Supplemental
Retirement Plan adopted as of January 1, 1991, incorporated by
reference to Exhibit 10.32 of Form 10-K for the fiscal year ended
December 29, 1991.
19
10.36 Deferred Income Plan for Selected Key Executives of Media General,
Inc., and form of Deferred Compensation Agreement thereunder dated as
of December 1, 1984, incorporated by reference to Exhibit 10.29 of Form
10-K for the fiscal year ended December 31, 1989.
10.37 Amended and Restated Deferred Compensation Agreement between Media
General, Inc., and James S. Evans, incorporated by reference to Exhibit
10.30 of Form 10-K for the fiscal year ended December 31, 1989.
10.38 Media General, Inc., Management Performance Award Program, adopted
November 16, 1990, and effective January 1, 1991, incorporated by
reference to Exhibit 10.35 of Form 10-K for the fiscal year ended
December 29, 1991.
10.39 Media General, Inc., Deferred Compensation Plan dated March 28, 1991,
effective July 1, 1991, incorporated by reference to Exhibit 10.38 of
Form 10-K for the fiscal year ended December 29, 1991.
10.40 Media General, Inc., ERISA Excess Benefits Plan effective January 1,
1991, incorporated by reference to Exhibit 10.39 of Form 10-K for the
fiscal year ended December 29, 1991.
10.41 Employment Contract between Media General, Inc., and Basil Snider, Jr.,
dated March 18, 1994
10.42 Amended and Restated Partnership Agreement, dated November 1, 1987, by
and among Virginia Paper Manufacturing Corp., KR Newsprint Company,
Inc., and CEI Newsprint, Inc., incorporated by reference to Exhibit
10.31 of Form 10-K for the fiscal year ended December 31, 1987.
10.43 Amended and Restated License Agreement, dated November 1, 1987, by and
among Media General, Inc., Garden State Paper Company, Inc., and
Southeast Paper Manufacturing Co., incorporated by reference to Exhibit
10.32 of Form 10-K for the fiscal year ended December 31, 1987.
10.44 Amended and Restated Umbrella Agreement, dated November 1, 1987, by and
among Media General, Inc., Knight-Ridder, Inc., and Cox Enterprises,
Inc., incorporated by reference to Exhibit 10.34 of Form 10-K for the
fiscal year ended December 31, 1987.
17
10.45 Amended Newsprint Purchase Contract, dated November 1, 1987, by and
among Southeast Paper Manufacturing Co., Media General, Inc., Knight-
Ridder, Inc., and Cox Enterprises, Inc., incorporated by reference to
Exhibit 10.35 of Form 10-K for the fiscal year ended December 31, 1987.
10.46 Television affiliations agreement, dated March 22, 1989, between
WFLA-TV and National Broadcasting Company, Inc., incorporated by
reference to Exhibit 10.32 of Form 10-K for the fiscal year ended
December 31, 1988.
10.47 Amendments, dated May 27, 1993, to television affiliations agreement,
between WFLA-TV and National Broadcasting Company, Inc., dated
March 22, 1989.
20
10.48 Franchise Agreements, dated September 30, 1982, between Media General,
Inc., Media General Cable of Fairfax County, Inc., and Fairfax County,
Virginia, as amended January 30, 1984, incorporated by reference to
Exhibit 10.32 of Form 10-K for the fiscal year ended December 31, 1983.
10.49 Agreement dated March 14, 1988, between Media General Cable of Fairfax
County, Inc., and Warner Cable Communications of Reston, Inc.,
partially assigning Franchise Agreements dated September 30, 1982,
incorporated by reference to Exhibit 10.34 of Form 10-K for the fiscal
year ended December 31, 1988.
10.50 Cable Television Franchise Ordinance of the Town of Herndon, Virginia,
accepted January 24, 1984, by Media General, Inc., and Media General
Cable of Fairfax County, Inc., incorporated by reference to Exhibit
10.33 of Form 10-K for the fiscal year ended December 31, 1983.
10.51 Franchise Agreement, dated June 14, 1983, between Media General, Inc.,
Media General Cable of Fairfax County, Inc., and the City of Fairfax,
Virginia, incorporated by reference to Exhibit 10.34 of Form 10-K for
the fiscal year ended December 31, 1983.
10.52 Franchise Agreement, dated April 9, 1983, between Media General Cable
of Fairfax County, Inc., and the Town of Vienna, Virginia, incorporated
by reference to Exhibit 10.35 of Form 10-K for the fiscal year ended
December 31, 1983.
10.53 Franchise Agreement, dated July 12, 1983, between Media General Cable
of Fairfax County, Inc., Media General, Inc., and the City of Falls
Church, Virginia, incorporated by reference to Exhibit 10.36 of Form
10-K for the fiscal year ended December 31, 1983.
10.54 Garden State Newspapers, Inc., Second Amended and Restated Stock
Purchase and Shareholders' Agreement dated as of March 31, 1990,
incorporated by reference to Exhibit 10.45 of Form 10-K for the fiscal
year ended December 31, 1990.
13 Media General, Inc., Annual Report to Stockholders for the fiscal year
ended December 26, 1993.
21 List of subsidiaries of the registrant.
23 Consent of Ernst & Young, independent auditors.
Note: Exhibits 10.1-10.41 are management contracts or compensatory
plans, contracts or arrangements.
18
21
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
MEDIA GENERAL, INC.
Date: March 17, 1994 By /s/ J. Stewart Bryan III
---------------------------------------------
J. Stewart Bryan III, Chairman, President and
Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
Signature Title Date
/s/ D. Tennant Bryan Chairman of the Executive March 17, 1994
- -----------------------------
D. Tennant Bryan Committee and Director
/s/ James S. Evans Vice Chairman and Director March 17, 1994
- -----------------------------
James S. Evans
/s/ Marshall N. Morton Senior Vice President and March 17, 1994
- -----------------------------
Marshall N. Morton Chief Financial Officer
/s/ Stephen Y. Dickinson Controller March 17, 1994
- -----------------------------
Stephen Y. Dickinson
/s/ Robert P. Black Director March 17, 1994
- -----------------------------
Robert P. Black
/s/ Charles A. Davis Director March 17, 1994
- -----------------------------
Charles A. Davis
/s/ A. S. Donnahoe Director March 17, 1994
- -----------------------------
A. S. Donnahoe
22
/s/ Robert V. Hatcher, Jr. Director March 17, 1994
- -----------------------------
Robert V. Hatcher, Jr.
/s/ John G. Medlin, Jr. Director March 17, 1994
- -----------------------------
John G. Medlin, Jr.
/s/ Henry L. Valentine, II Director March 17, 1994
- -----------------------------
Henry L. Valentine, II
19