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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
For the fiscal year ended December 26, 1999
OR
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
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 Franklin 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:
Class A Common Stock American Stock Exchange
(Title of class) (Name of exchange on
which registered)
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, based upon the closing price of the Company's Class A Common Stock
as reported on the American Stock Exchange, as of February 27, 2000, was
approximately $1,141,000,000.
The number of shares of Class A Common Stock outstanding on February
27, 2000, was 25,050,493. The number of shares of Class B Common Stock
outstanding on February 27, 2000, was 556,574.
Part I, Part II and Part IV incorporate information by reference from
the Annual Report to Stockholders for the year ended December 26, 1999. Part III
incorporates information by reference from the proxy statement for the Annual
Meeting of Stockholders to be held on May 19, 2000.
Index to Media General, Inc.
Annual Report on Form 10-K for the Year Ended December 26, 1999
Item No. Page
Part I
1. Business
General 1
Publishing 2
Broadcast Television 3
Newsprint 6
2. Properties 7
3. Legal Proceedings 8
4. Submission of Matters to a Vote of Security Holders 8
Executive Officers of Registrant 9
Part II
5. Market for Registrant's Common Equity and Related Stockholder Matters 9
6. Selected Financial Data 9
7. Management's Discussion and Analysis of Financial Condition and Results
of Operation 9
7A. Quantitative and Qualitative Disclosures About Market Risk 9
8. Financial Statements and Supplementary Data 10
9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure 10
Part III
10. Directors and Executive Officers of the Registrant 10
11. Executive Compensation 10
12. Security Ownership of Certain Beneficial Owners and Management 10
13. Certain Relationships and Related Transactions 10
Part IV
14. Exhibits, Financial Statement Schedules and Reports on Form 8-K 11
Schedule II 12
Index to Exhibits 13
Signatures 17
Part I
Item 1. Business
General
Media General, Inc., is an independent, publicly owned communications
company situated primarily in the Southeast with interests in newspapers,
broadcast television, interactive media, recycled newsprint production, and
diversified information services. The Company employs approximately 8,200 people
on a full or part-time basis. The Company's businesses are somewhat seasonal;
the second and fourth quarters are typically stronger than the first and third
quarters.
As part of the Company's continuing commitment to strengthen its
presence in the Southeast, it has completed a series of strategic acquisitions,
exchanges, investments and divestitures over the past several years which has
significantly intensified its focus on southeastern newspapers and broadcast
television stations. In October 1999, the Company sold its cable operations to
Cox Communications, Inc., for approximately $1.4 billion in cash. The Company
recorded a gain of $799 million (net of income taxes of $510 million) which is
subject to resolution with the buyer of certain post-closing adjustments
relating to working capital and income tax matters. Immediately following the
sale, approximately $735 million of the proceeds were used to repay all amounts
outstanding under the Company's revolving credit agreements and to terminate the
associated interest rate swaps; the remaining proceeds were invested principally
in prime-rated commercial paper. In June 1999, the Company sold 20% of the
outstanding common stock of Denver Newspapers, Inc. (Denver), the parent company
of The Denver Post (a Colorado daily newspaper), for $39 million, resulting in a
$19 million after-tax gain. The Company still retains 20% ownership of the
common stock of Denver. Additionally, the Company's preferred stock investment
in Denver was redeemed in June 1999, for $34 million plus $19.2 million of
accrued but unpaid dividends. In May 1999, the Company sold its WHOA-TV station
in Montgomery, Alabama, for approximately $8 million.
The aforementioned transactions allow the Company the financial
flexibility to focus on increasing its southeastern presence through those media
segments, namely newspapers and broadcast television, where the Company believes
it has achieved critical mass. In December 1999, the Company announced an
agreement to acquire Spartan Communications, Inc. (Spartan) for approximately
$605 million. Spartan owns 12 network-affiliated stations and operates one UPN
affiliate under a local marketing agreement; eight of these stations are located
in the Southeast. This transaction is expected to close early in the second
quarter of 2000.
In December 1999, the Board of Directors authorized a program to
repurchase up to $250 million of the Company's Class A common stock. As of
February 27, 2000, 1.1 million shares had been repurchased at a cost of
approximately $57 million.
In January 1998 the Company acquired, for approximately $93 million,
the assets of the Bristol Herald Courier, a daily newspaper in southwestern
Virginia (circulation - 42,000 daily, 44,000 Sunday), and two affiliated weekly
newspapers (circulation - 5,000 weekly). In July 1998 the Company acquired, for
approximately $40 million, the assets of the Hickory Daily Record, a daily
newspaper in northwestern North Carolina (circulation - 19,000 daily, 21,000
Sunday). Additionally, in June 1998, the Company completed the sale of its
Kentucky newspaper properties for approximately $24 million.
1
In January 1997, the Company acquired Park Acquisitions, Inc., parent
of Park Communications, Inc. (Park), which included ten network affiliated
television stations, 28 daily newspapers and 82 weekly newspapers. The total
consideration approximated $715 million. In conjunction with this acquisition,
and as intended, the Company sold certain of the former Park properties, most
all of which were located outside of the Southeast, for approximately $147
million and purchased new properties for approximately $53 million. These
purchases were the Potomac News (Woodbridge, Virginia; circulation - 20,000
daily, 24,000 Sunday) in February 1997, The Reidsville Review (Reidsville, North
Carolina) and The Messenger (Madison, North Carolina) in April 1997. In August
1997 the Company exchanged WTVR-TV (Richmond, Virginia), a station acquired from
Park, for three other stations, WSAV-TV (Savannah, Georgia), WJTV-TV (Jackson,
Mississippi) and WHLT-TV (Hattiesburg, Mississippi), in order to comply with the
Federal Communication Commission's requirement that WTVR-TV be divested within
one year of its January 1997 purchase date.
Industry Segments
The Company is engaged in three significant industry segments. For
financial information related to these segments see pages 27 through 29 of the
1999 Annual Report to Stockholders, which are incorporated herein by reference.
Additional information related to each of the Company's significant industry
segments is included below.
Publishing Business
At December 26, 1999, the Company's wholly owned publishing operations
included daily and Sunday newspapers in Virginia, Florida and North Carolina.
For a listing of the Company's daily and Sunday newspapers by location, see page
3 of the 1999 Annual Report to Stockholders, which is incorporated herein by
reference. Combined daily circulation for the Virginia, Florida and North
Carolina newspapers in 1999 was 377,000, 233,000 and 167,000, respectively;
combined Sunday circulation for these newspapers was 426,000, 314,000 and
179,000, respectively. The Company also owns weekly newspapers, shoppers and
other publications in Virginia, Florida and North Carolina, with weekly
circulation of 33,000, 2,000 and 19,000, respectively; and it holds 20% of the
common stock of the Denver Post Corporation, the parent company of The Denver
Post, a daily newspaper in Denver, Colorado. Additionally, the Company owns
Media General Financial Services, Inc., which compiles and makes available both
current and historical data on publicly traded companies to a broad spectrum of
users, including many online financial data services, and also offers other
specialized financial products. In August 1999, the Company invested in AdOne,
L.L.P., the leading online database of classified advertising.
The newspaper publishing industry in the United States is comprised of
hundreds of public and private companies ranging from large national and
regional companies, publishing multiple newspapers across many states, to small
privately held companies publishing one newspaper in one locality. The trend in
the publishing industry (as well as the Broadcast industry) has been towards
consolidation. Generally, larger companies, like Media General, have acquired
smaller family-owned entities based upon their availability; these properties do
not reappear on the market unless the larger companies make strategic decisions
to exit a particular market or to exit a segment of their business. Acquisitions
and growth achieved by the Company over the past several years have placed the
Company's newspaper circulation among the top twenty in the United States and
have situated the Company among the top fifteen publicly-held newspaper
publishers in the country based on revenue. Moreover,
2
the Company has achieved the number three position in circulation in its chosen
southeastern area of focus, with its publications reaching nearly one million
households across the Southeast every week. Additionally, the Company's online
news, information and entertainment services have become increasingly important
as they reach additional viewers and readers without geographic restriction;
virtually all of the Company's daily newspapers have expanded their reach with
Web sites.
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, broadcast and cable television, the
internet and other promotional media. All of the newspapers compete for
circulation principally on the basis of content, quality of service and price.
The primary raw material used by the Company in its publishing
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 SP Newsprint Company, in which the Company owns a
one-third equity interest. The publishing operations of the Company consumed
approximately 137,000 tons of newsprint in 1999. Management of the Company
believes that sources of supply under existing arrangements will be adequate in
2000.
Broadcast Television Business
The ownership, operation and sale of broadcast television stations,
including those licensed to the Company, are subject to the jurisdiction of the
Federal Communications Commission (FCC), which engages in extensive and changing
regulation of the broadcasting industry under authority granted by the
Communications Act of 1934 (Communications Act), as most recently amended by the
Telecommunications Act of 1996 (1996 Telecom Act). The Communications Act
requires broadcasters to serve the public interest. Among other things, the FCC
assigns frequency bands; determines stations' locations and operating power;
issues, renews, revokes and modifies station licenses; assigns and controls
changes in ownership or control of station licenses; regulates equipment used by
stations; adopts and implements regulations and policies that directly or
indirectly affect the ownership, operation and employment practices of stations;
regulates certain program content; has the authority to impose penalties for
violations of its rules or the Communications Act; and imposes annual fees on
stations.
Pursuant to the Children's Television Act of 1990 (Children's
Television Act), the FCC has adopted rules limiting advertising in children's
television programming and requiring that broadcast television stations serve
the educational and informational needs of children. The Children's Television
Act specifically requires the FCC to consider compliance with these obligations
in deciding whether to renew a television broadcast license.
Reference should be made to the Communications Act, the 1996 Telecom
Act, the Children's Television Act and the FCC's rules, public notices and
rulings for further information concerning the nature and extent of federal
regulation of broadcast television stations.
The Broadcast Television Division operates thirteen network-affiliated
television stations in the southeastern United States. The following table sets
forth certain information on each of these stations:
3
Expiration Expiration
National Date of Date of
Station Location Market Station Audience FCC Network
and Affiliation Rank (a) Rank (a) * % Share (a) * License (b) Agreement
--------------- -------- ---------- ------------- ----------- ---------
WFLA-TV NBC 13 2 13% 2/1/05 12/31/04
Tampa, FL
WIAT-TV CBS 39 4 9% 4/1/05 12/31/04
Birmingham, AL
WJWB-TV WB 52 3 7% 2/1/05 1/12/04
Jacksonville, FL
WTVQ-TV ABC 66 2 11% 8/1/05 1/1/06
Lexington, KY
WSLS-TV NBC 68 2 13% 10/1/04 10/1/05
Roanoke, VA
WDEF-TV CBS 84 3 14% 8/1/05 12/31/04
Chattanooga, TN
WJTV-TV CBS 89 1 19% 6/1/05 12/31/04
Jackson, MS
WJHL-TV CBS 92 2 16% 8/1/05 12/31/04
Johnson City, TN
WSAV-TV NBC 100 2 10% 4/1/05 9/30/04
Savannah, GA
WCBD-TV NBC 104 2 15% 12/1/04 12/31/04
Charleston, SC
WNCT-TV CBS 106 1 17% 12/1/04 12/31/04
Greenville, NC
WHLT-TV CBS 167 2 9% 6/1/05 8/31/05
Hattiesburg, MS
KALB-TV NBC 177 1 29% 6/1/05 10/1/05
Alexandria, LA
(a) Source: November 1999 Nielsen Rating Books.
(b) Television broadcast licenses are granted for maximum terms of
eight years and are subject to renewal upon application to the
FCC.
* Sign-On to Sign-Off.
4
Pending the close of the Spartan acquisition early in the second
quarter of 2000, the Company will also operate the following network-affiliated
stations as well as one UPN affiliate:
Expiration Expiration
National Date of Date of
Station Location Market Station Audience FCC Network
and Affiliation Rank (a) Rank (a) * % Share (a) * License (b) Agreement
--------------- -------- ---------- ------------- ----------- ---------
WSPA-TV CBS 35 1 17% 12/1/04 6/30/05
Greenville, SC
Spartanburg, SC
Satellite:
WNEG-TV,
Toccoa, GA
WASV-TV UPN, (c) 35 5 2% 12/1/04 10/31/07
Anderson, SC
Asheville, NC
WKRG-TV CBS 62 1 18% 4/1/05 4/2/05
Mobile, AL
Pensacola, FL
KWCH-TV CBS 65 1 19% 6/1/06 6/30/05
Wichita, KS
Satellites in Kansas:
KBSD-TV, Dodge City
KBSH-TV, Hays
KBSL-TV, Goodland
WJBF-TV ABC 115 2 19% 4/1/05 3/6/05
Augusta, GA
WBTW-TV CBS 116 1 24% 12/1/04 6/30/05
Florence, SC
Myrtle Beach, SC
WRBL-TV CBS 127 2 16% 4/1/05 3/31/05
Columbus, GA
KIMT-TV CBS 153 2 15% 2/1/06 6/30/05
Mason City, IA
WMBB-TV ABC 157 2 17% 2/1/05 3/6/05
Panama City, FL
(a) Source: November 1999 Nielsen Rating Books.
(b) Television broadcast licenses are granted for maximum terms of
eight years and are subject to renewal upon application to the
FCC.
(c) This station is operated by the Company under a local marketing agreement.
* Sign-On to Sign-Off.
5
The primary source of revenues for the Company's television stations 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. All of these stations have also established a
presence on the Web.
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, the internet 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
and by presenting cable network and other program services. The television
stations 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.
The television broadcast industry presently is implementing the
transition from analog to digital (DTV) technology in accordance with a mandated
conversion timetable established by the FCC. The Company's Tampa television
station has begun digital broadcasting; the Company's other television stations
must begin DTV service by May 1, 2002.
Congress and the FCC have under consideration, and in the future may
consider and adopt, new laws, regulations and policies regarding a wide variety
of matters that could affect, directly or indirectly, the operation, ownership
and profitability of the Company's broadcast television stations and affect the
ability of the Company to acquire additional stations. In addition to the
matters noted above, these include, for example, spectrum use fees, political
advertising rates, potential restrictions on the advertising of certain products
(such as alcoholic beverages) and ownership rule changes. Other matters that
could potentially affect the Company's broadcast properties include
technological innovations and developments generally affecting competition in
the mass communications industry, such as satellite radio and television
broadcast service, wireless cable systems, low-power television stations, radio
technologies, the advent of telephone company participation in the provision of
video programming services, and Internet delivered broadcast services.
Newsprint Business
Media General's newsprint operations consist of the Garden State Paper
Company (GSP), a wholly owned newsprint mill in Garfield, New Jersey, with an
annual capacity of 242,000 short tons, and a one-third interest in SP Newsprint
Company (SPNC) which operates mills in Dublin, Georgia, and Newberg, Oregon,
with an annual capacity of 960,000 short tons. Both the GSP facility and the
Dublin mill use Media General's proprietary de-inking technology to produce 100
percent recycled, high quality newsprint from recovered old newspapers (ONP).
Media General's share of the combined total capacity of all three facilities is
approximately 560,000 short tons. Media General is the nation's leading producer
of 100 percent recycled newsprint. The Company also earns licensing fees
pursuant to a contract with SPNC, in addition to its share of operating results.
Garden State competes with approximately twenty Canadian and American
companies in selling newsprint, its sole product, to newspaper publishers.
Consolidation within the newsprint industry has resulted in the three largest
North American manufacturers (Bowater, Abitibi, Donohue) controlling more than
50% of the production capacity. This is expected to provide for more price
6
stability and should benefit smaller producers like Garden State. Competition is
based principally on price, quality of product and service, although the
percentage of recovered fiber contained in manufactured newsprint is important
to newspaper publishers to meet various existing and proposed state and federal
standards.
In the past decade, environmentally driven legislation, as well as both
the publishing and newsprint industries, have encouraged the use of recycled
paper. Consequently, newspaper recycling rates rose steadily and increased
supply led to a gradual decline in ONP prices throughout all of 1996 and into
1997, with prices beginning to stabilize towards the close of 1997. However,
1998 and 1999 showed moderate increases in ONP prices due to increased export
demand to the Far East as well as greater local competition within the industry.
Media General's strategically located and cost-effective newsprint recycling
facilities have helped assure the Company of adequate supplies of ONP.
The newsprint business has historically been a cyclical industry and as
newsprint has become more of a global commodity, the delicate balance between
supply and demand has been constantly challenged. In 1994, newsprint demand was
on the rise, producing higher selling prices as most mills reached 96-97 percent
of operating capacity. The trend upward continued through 1995, enabling Media
General's newsprint operations to implement four price increases during that
year. Prices peaked in early 1996 and then declined throughout the remainder of
the year. However, prices began a gradual and steady ascent in 1997 and leveled
out during 1998. Newsprint prices fell sharply throughout the first half of 1999
as production capacity increased in foreign countries resulting in an excess
supply; only modest improvement was seen during the latter portion of the year.
These dramatic year-over-year pricing swings have a significant effect on the
performance of the Company's Newsprint Segment.
Item 2. Properties
The recently completed headquarter buildings of Media General, Inc.
(occupied in 1998), and the Richmond Times-Dispatch (occupied in early 2000) are
adjacent to one another in downtown Richmond, Virginia. The Company currently
leases both of these headquarter buildings and has an option to buy them. The
Richmond newspaper is printed at a production and distribution facility located
on an 86 acre site in Hanover County, Virginia, near Richmond; the acreage
beyond the foreseeable needs of the Company is being actively marketed. The
Company owns nine other daily newspapers in Virginia, all of which are printed
in or around their respective cities at production and distribution facilities
situated on parcels of land ranging from one-half acre to six acres. The Tampa,
Florida, newspaper is located in a single unit production plant and office
building located on a six acre tract in that city. The headquarters of the
Company's Brooksville and Sebring, Florida, daily newspapers are located on
leased property in their respective cities; however, these newspapers are
printed at the Tampa production facility. The Winston-Salem newspaper is
headquartered in one building in downtown Winston-Salem. Its newspapers are
printed at a production and distribution facility located on a nearby 12 acre
site. The remaining seven daily newspapers in North Carolina are printed at
production and distribution facilities on sites which range from one-half acre
to seven acres, all located in or around their respective cities. The Company
owns substantially all of its newspaper production equipment, production
buildings and the land where these production facilities reside.
The Company's station, WFLA-TV in Tampa, Florida, now occupies its
recently completed headquarters and studio building, which is leased by the
Company with an option to buy. This building, which adjoins The Tampa Tribune,
provides the television station with the ability to broadcast digital signal as
well as a new and expanded newsroom for the Tampa newspaper. This
7
structure also serves as a multimedia center where efforts are combined and
information is shared among The Tampa Tribune, WFLA-TV, and the Company's area
online presence, TBO.com.
The Company's thirteen currently-owned television stations are located
in ten southeastern states. Two stations are located in each of the following
states: Florida, Mississippi and Tennessee. The seven remaining stations are
located in the following states: Alabama, Georgia, Kentucky, Louisiana, North
Carolina, South Carolina and Virginia. Substantially all of the television
stations are located on land owned by the Company. Nine station tower sites are
owned by the Company; four are leased.
Pending the acquisition of Spartan, the Company will own an additional
12 television stations and operate one station under a local marketing agreement
in the following states: Alabama, Florida, Georgia, Iowa, Kansas, North Carolina
and South Carolina. Eleven of the towers will be owned by the Company; two will
be leased.
Newsprint production facilities at Garden State consist of a
Company-owned mill in Garfield, New Jersey, housing two paper-making machines
adjacent to a Company-owned power plant which supplies it with steam and
electric power. Garden State leases adequate storage facilities for waste paper
in the general vicinity of the newsprint mill. The Company also leases three
properties in New Jersey and one in New York for its recycling operations.
The Company considers all of its properties, together with the related
machinery and equipment contained therein, to be well-maintained, in good
operating condition, and adequate for its present and foreseeable future needs.
Item 3. Legal Proceedings
None.
Items 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 1999.
8
Executive Officers of the Registrant
Name Age Position and Office Year First Took Office*
J. Stewart Bryan III 61 Chairman, President, Chief Executive Officer 1990
Marshall N. Morton 54 Senior Vice President, Chief Financial Officer 1989
H. Graham Woodlief, Jr. 55 Vice President, President of Publishing Division 1989
Stephen Y. Dickinson 54 Controller 1989
George L. Mahoney 47 General Counsel, Secretary 1993
Stephen R. Zacharias 50 Treasurer 1989
_____________________
* The year indicated is the year in which the officer first assumed an
office with the Company.
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.
PART II
Item 5. Market for Registrant's Common Equity and Related Stockholder Matters
Reference is made to page 43 of the 1999 Annual Report to Stockholders,
which is incorporated herein by reference, for information required by this
item.
Item 6. Selected Financial Data
Reference is made to pages 44 and 45 of the 1999 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 38 through 42 of the 1999 Annual Report to
Stockholders, which are incorporated herein by reference, for information
required by this item.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
Reference is made to the fourth paragraph of Item 1 "Newsprint
Business" and to page 41 of the 1999 Annual Report to Stockholders, which is in
corporated herein by reference, for information required by this item.
9
Item 8. Financial Statements and Supplementary Data
Consolidated financial statements of the Company as of December 26,
1999, and December 27, 1998, and for each of the three fiscal years in the
period ended December 26, 1999, and the report of independent auditors thereon,
as well as the Company's unaudited quarterly financial data for the fiscal years
ended December 26, 1999, and December 27, 1998, are incorporated herein by
reference from the 1999 Annual Report to Stockholders pages 19 through 37 and
page 43.
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 19, 2000, except as to
certain information regarding executive officers included in Part I.
Item 11. Executive Compensation
Incorporated herein by reference from the Company's definitive proxy
statement for the Annual Meeting of Stockholders on May 19, 2000.
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 19, 2000.
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 19, 2000.
10
PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K
(a) 1. and 2. The financial statements and schedule 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
Index to Financial Statements and Financial Statement Schedules - Item 14(a)
Annual Report to
Form 10-K Stockholders
--------- ------------
Media General, Inc.
(Registrant)
Report of independent auditors 37
Consolidated statements of operations for the fiscal years ended December 26,
1999, December 27, 1998, and December 28, 1997 19
Consolidated balance sheets at December 26, 1999, and December 27, 1998 20-21
Consolidated statements of stockholders' equity for the fiscal years ended
December 26, 1999, December 27, 1998, and December 28, 1997 22
Consolidated statements of cash flows for the fiscal years ended
December 26, 1999, December 27, 1998, and December 28, 1997 23
Notes to consolidated financial statements 24-36
Schedule:
II - Valuation and qualifying accounts and reserves for the fiscal
years ended December 26, 1999, December 27, 1998, and
December 28, 1997 12
Schedules other than Schedule II, 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, 1999, are incorporated
herein by reference. With the exception of the pages listed in the above index
and the information incorporated by reference included in Parts I, II and IV,
the 1999 Annual Report to Stockholders is not deemed filed as part of this
report.
11
Media General, Inc.
Schedule II - Valuation and Qualifying Accounts and Reserves
Fiscal Years Ended December 26, 1999, December 27, 1998, and December 28, 1997
Balance at Additions Balance
beginning charged to Deductions at end
of period expense-net net Transfers of period
-------------- -------------- -------------- ------------- ------------
1999
Allowance for doubtful accounts $ 8,433,300 $ 5,278,081 $ 5,863,762 $ (759,608) (a) $ 7,088,011
Reserve for warranties 3,139,934 --- 439,934 --- 2,700,000
--------------- ------------- -------------- ------------- ------------
Totals $ 11,573,234 $ 5,278,081 $ 6,303,696 $ (759,608) $ 9,788,011
=============== ============= ============== ============= ============
1998
Allowance for doubtful accounts $ 6,653,367 $ 6,727,114 $ 5,059,996 $ 112,815 (a) $ 8,433,300
Reserve for warranties 3,523,324 --- 383,390 --- 3,139,934
--------------- ------------- -------------- ------------- ------------
Totals $ 10,176,691 $ 6,727,114 $ 5,443,386 $ 112,815 $ 11,573,234
=============== ============= ============== ============= ============
1997
Allowance for doubtful accounts $ 5,270,765 $ 5,716,864 $ 6,122,261 $ 1,787,999 (a) $ 6,653,367
Reserve for warranties 4,146,005 --- 622,681 --- 3,523,324
--------------- ------------- -------------- ------------- ------------
Totals $ 9,416,770 $ 5,716,864 $ 6,744,942 $ 1,787,999 $ 10,176,691
=============== ============= ============== ============= ============
(a) Amount associated with net acquisitions and dispositions of businesses.
12
Index to Exhibits
Exhibit
Number Description
2.1 Agreement and Plan of Merger dated July 19, 1996, by and among
Media General, Inc., MG Acquisitions, Inc., and Park
Acquisitions, Inc., incorporated by reference to Exhibit 2.1
of Form 8-K dated January 7, 1997.
2.2 First Amendment to Agreement and Plan of Merger dated as of
January 7, 1997, by and among Media General, Inc., MG
Acquisitions, Inc., and Park Acquisitions, Inc., incorporated
by reference to Exhibit 2.2 of Form 8-K dated January 7, 1997.
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 and restated as of July
31, 1997, incorporated by reference to Exhibit 3 (ii) of Form
10-Q for the period ended September 28, 1997.
10.1 Form of Option granted under the 1976 Non-Qualified Stock
Option Plan, incorporated by reference to Exhibit 2.2 of
Registration Statement 2-56905.
10.2 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.
10.3 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.
10.4 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.
10.5 The Media General, Inc., Amended and Restated Restricted Stock
Plan, dated January 31, 1996, incorporated by reference to
Exhibit 10.10 of Form 10-K for the fiscal year ended December
31, 1995.
10.6 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.
10.7 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.
10.8 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.
10.9 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
13
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.
10.10 Media General, Inc., Supplemental Thrift Plan, amended and
restated as of November 17, 1994, incorporated by reference to
Exhibit 10.27 of Form 10-K for the fiscal year ended December
25, 1994.
10.11 Media General, Inc., Executive Supplemental Retirement Plan,
amended, and restated as of April 23, 1999, incorporated by
reference to Exhibit 10 of Form 10-Q for the period ended June
27, 1999.
10.12 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.
10.13 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.
10.14 Media General, Inc., Deferred Compensation Plan, amended and
restated as of January 1, 1999, incorporated by reference to
Exhibit 4.3 of Registration Statement 333-69527.
10.15 Media General, Inc., ERISA Excess Benefits Plan, amended and
restated as of November 17, 1994, incorporated by reference to
Exhibit 10.33 of Form 10-K for the fiscal year ended December
25, 1994.
10.16 Media General, Inc., 1995 Long-Term Incentive Plan, adopted as
of May 19, 1995, incorporated by reference to Exhibit 10.33 of
Form 10-K for the fiscal year ended December 31, 1995.
10.17 Media General, Inc., 1996 Employee Non-Qualified Stock Option
Plan, adopted as of January 30, 1996, incorporated by
reference to Exhibit 10.20 of Form 10-K for the fiscal year
ended December 29, 1996.
10.18 Media General, Inc., 1997 Employee Restricted Stock Plan,
adopted as of May 16, 1997, incorporated by reference to
Exhibit 10.21 of Form 10-K for the fiscal year ended December
29, 1996.
10.19 Media General, Inc., Directors' Deferred Compensation Plan,
adopted as of May 16, 1997, incorporated by reference to
Exhibit 10.22 of Form 10-K for the fiscal year ended December
29, 1996.
10.20 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.
10.21 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 10.34 of Form 10-K for
the fiscal year ended December 31, 1987.
14
10.22 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 10.32 of Form 10-K for the fiscal year ended December
31, 1987.
10.23 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.
10.24 Television affiliation agreement, dated February 10, 1995,
between WFLA-TV and the NBC Television Network incorporated by
reference to Exhibit 10.38 of Form 10-K for the fiscal year
ended December 25, 1994.
10.25 Amendments, dated May 17, 1993, to television affiliations
agreement, between WFLA-TV and National Broadcasting Company,
Inc., dated March 22, 1989, incorporated by reference to
Exhibit 10.47 of Form 10-K for the fiscal year ended December
26, 1993.
10.26 Second Amended and Restated Stock and Warrant Purchase and
Shareholders' Agreement dated May 20, 1994, by and among Media
General, Inc., Affiliated Newspapers Investments, Inc., and
Denver Newspapers, Inc., incorporated by reference to Exhibit
2 of Form 8-K dated September 28, 1994.
10.27 Asset Purchase Agreement dated February 13, 1997, by and among
Media General Newspapers, Inc., and Newspaper Holdings, Inc.,
incorporated by reference to Exhibit 10.36 of Form 10-K dated
March 27, 1997.
10.28 Credit Agreement, dated December 4, 1996, among Media General,
Inc., and various lenders, incorporated by reference to
Exhibit 10.30 of Form 10-K dated December 27, 1998.
13 Media General, Inc., Annual Report to Stockholders for the
fiscal year ended December 26, 1999.
21 List of subsidiaries of the registrant.
23 Consent of Ernst & Young LLP, independent auditors.
27.1 1999 Financial Data Schedule.
15
27.2 1998 Restated Financial Data Schedule.
27.3 1997 Restated Financial Data Schedule.
Note: Exhibits 10.1 - 10.19 are management contracts or
compensatory plans, contracts or arrangements.
16
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 23, 2000
/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/ Marshall N. Morton Senior Vice President and March 23, 2000
- ------------------------------------ Chief Financial Officer and Director
Marshall N. Morton
/s/ Stephen Y. Dickinson Controller March 23, 2000
- ------------------------------------
Stephen Y. Dickinson
/s/ Robert P. Black Director March 23, 2000
- ------------------------------------
Robert P. Black
/s/ Charles A. Davis Director March 23, 2000
- ------------------------------------
Charles A. Davis
/s/ Robert V. Hatcher, Jr. Director March 23, 2000
- ------------------------------------
Robert V. Hatcher, Jr.
/s/ John G. Medlin, Jr. Director March 23, 2000
- ------------------------------------
John G. Medlin, Jr.
/s/ Roger H. Mudd Director March 23, 2000
- ------------------------------------
Roger H. Mudd
/s/ Wyndham Robertson Director March 23, 2000
- ------------------------------------
Wyndham Robertson
/s/ Henry L. Valentine, II Director March 23, 2000
- ------------------------------------
Henry L. Valentine, II
17