UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
(RULE 13d - 102)
Information to be included in statements filed pursuant
to Rules 13d-1(b), (c) and (d) and amendments thereto filed
pursuant to 13d-2(b)
(AMENDMENT NO. )*
Media General, Inc.
(Name of Issuer)
Common Stock, par value $5.00
(Title of Class of Securities)
584404107
(CUSIP Number)
April 1, 2011
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule
pursuant to which this Schedule is filed:
[ ] Rule 13d-1(b)
[x] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information
which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
(Continued on the Following Pages)
(Page 1 of 17)
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1.
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NAMES OF REPORTING PERSONS
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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TCM MPS Series Fund LP – Distressed Series
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [x]
(b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER
0
6. SHARED VOTING POWER
522,932
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
522,932
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
522,932
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES* [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.3%
12. TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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1.
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NAMES OF REPORTING PERSONS
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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TCM MPS Series Fund LP – Crossways Series
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [x]
(b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER
0
6. SHARED VOTING POWER
102,303
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
102,303
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
102,303
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES* [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.5%
12. TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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1.
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NAMES OF REPORTING PERSONS
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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TCM MPS LTD. SPC - Distressed Segregated Portfolio
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [x]
(b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER
0
6. SHARED VOTING POWER
507,487
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
507,487
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
507,487
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES* [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.3%
12. TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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1.
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NAMES OF REPORTING PERSONS
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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Troob Capital Management LLC
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [x]
(b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER
0
6. SHARED VOTING POWER
625,235
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
625,235
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
625,235
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES* [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.8%
12. TYPE OF REPORTING PERSON*
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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1.
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NAMES OF REPORTING PERSONS
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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Troob Capital Management (Offshore) LLC
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [x]
(b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER
0
6. SHARED VOTING POWER
507,487
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
507,487
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
507,487
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES* [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.3%
12. TYPE OF REPORTING PERSON*
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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1.
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NAMES OF REPORTING PERSONS
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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Douglas M. Troob
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [x]
(b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER
0
6. SHARED VOTING POWER
1,132,722
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
1,132,722
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,132,722
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES* [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.0%
12. TYPE OF REPORTING PERSON*
IN, HC
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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1.
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NAMES OF REPORTING PERSONS
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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Peter J. Troob
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [x]
(b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER
0
6. SHARED VOTING POWER
1,132,722
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
1,132,722
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,132,722
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES* [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.0%
12. TYPE OF REPORTING PERSON*
IN, HC
*SEE INSTRUCTIONS BEFORE FILLING OUT!
This statement is filed with respect to the shares of common stock (as defined below) beneficially owned by the Reporting Persons (as defined below) as of April 1, 2011.
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ITEM 1(a).
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NAME OF ISSUER:
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Media General, Inc. ("Issuer")
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ITEM 1(b).
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ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
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333 E. Franklin St.
Richmond, Virginia 23219
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ITEM 2(a).
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NAME OF PERSON FILING:
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The names of the persons filing this statement on Schedule 13G are (collectively, the "Reporting Persons"):
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·
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TCM MPS Series Fund LP – Distressed Series (the "DS Fund"),
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·
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TCM MPS Series Fund LP – Crossways Series (the "Crossways Fund"),
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·
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TCM MPS Ltd. SPC - Distressed Segregated Portfolio (the "Distressed Segregated Portfolio"),
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·
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Troob Capital Management LLC ("Management LLC"),
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·
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Troob Capital Management (Offshore) LLC ("Offshore Management LLC"),
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Management LLC is the general partner of each of the DS Fund and the Crossways Fund. Offshore Management LLC is the investment manager of the Distressed Segregated Portfolio. Douglas Troob and Peter Troob are the managing members of each of Management LLC and Offshore Management LLC.
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ITEM 2(b).
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ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
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The principal business address for each of the DS Fund, Crossways Fund, Management LLC, Offshore Management LLC, Douglas Troob and Peter Troob is 777 Westchester Avenue, Suite 203, White Plains, New York 10604.
The principal business address of the Distressed Segregated Portfolio is Appleby Trust (Cayman) Ltd., Clifton House, 75 Fort Street, P.O. Box 1350, Grand Cayman KY1-1108, Cayman Islands.
Each of DS Fund and Crossways Fund is a Delaware limited partnership.
The Distressed Segregated Portfolio is a Cayman Islands exempted company.
Each of Management LLC and Offshore Management LLC is a Delaware limited liability company.
Each of Douglas Troob and Peter Troob is a citizen of the United States.
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ITEM 2(d).
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TITLE OF CLASS OF SECURITIES:
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Common Stock, par value $5.00 per share (the "Common Stock")
584404107
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ITEM 3.
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IF THIS STATEMENT IS FILED PURSUANT TO RULE 13d-1(b), OR 13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:
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(a)
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[ ]
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Broker or dealer registered under Section 15 of the Exchange Act.
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(b)
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[ ]
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Bank as defined in Section 3(a)(6) of the Exchange Act.
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(c)
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[ ]
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Insurance company defined in Section 3(a)(19) of the Exchange Act.
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(d)
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[ ]
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Investment company registered under Section 8 of the Investment Company Act.
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(e)
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[ ]
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An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E).
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(f)
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[ ]
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An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F).
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(g)
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[ ]
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A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G).
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(h)
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[ ]
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A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act.
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(i)
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[ ]
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A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;
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(j)
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[ ]
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Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
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If this statement is filed pursuant to Rule 13d-1(c), check this box [x]
Provide the following information regarding the aggregate number and
percentage of the class of securities of the issuer identified in Item 1.
(a) Amount beneficially owned:
Collectively, the Reporting Persons beneficially own 1,132,722 shares of Common Stock.
The DS Fund individually beneficially owns 522,932 shares of Common Stock.
The Crossways Fund individually beneficially owns 102,303 shares of Common Stock.
The Distressed Segregated Portfolio individually beneficially owns 507,487 shares of Common Stock.
Management LLC is deemed to beneficially own the shares of Common Stock beneficially owned by the DS Fund and the Crossways Fund.
Offshore Management LLC is deemed to beneficially own the shares of Common Stock beneficially owned by the Distressed Segregated Portfolio.
Douglas Troob and Peter Troob are deemed to beneficially own the shares of Common Stock beneficially owned by Management LLC and Offshore Management LLC.
Collectively, the Reporting Persons' beneficial ownership of 1,132,722 shares of Common Stock represents 5.0% of the outstanding shares of Common Stock.
The DS Fund's individual beneficial ownership of 522,932 shares of Common Stock represents 2.3% of all the outstanding shares of Common Stock.
The Crossways Fund's individual beneficial ownership of 102,303 shares of Common Stock represents 0.5% of all the outstanding shares of Common Stock.
The Distressed Segregated Portfolio's individual beneficial ownership of 507,487 shares of Common Stock represents 2.3% of all the outstanding shares of Common Stock.
Management LLC's individual beneficial ownership of 625,235 shares of Common Stock represents 2.8% of all the outstanding shares of Common Stock.
Offshore Management LLC's individual beneficial ownership of 507,487 shares of Common Stock represents 2.3% of all the outstanding shares of Common Stock.
Each of Douglas Troob's and Peter Troob's individual beneficial ownership of 1,132,722 shares of Common Stock represents 5.0% of the outstanding shares of Common Stock.
(c) Number of shares as to which such person has:
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(i)
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Sole power to vote or to direct the vote
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Not applicable.
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(ii)
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Shared power to vote or to direct the vote of shares of Common Stock:
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The DS Fund, Management LLC, Douglas Troob and Peter Troob have the shared power to vote or direct the vote of the 522,932 shares of Common Stock individually beneficially owned by the DS Fund.
The Crossways Fund, Management LLC, Douglas Troob and Peter Troob have the shared power to vote or direct the vote of the 102,303 shares of Common Stock individually beneficially owned by the Crossways Fund.
The Distressed Segregated Portfolio, Offshore Management LLC, Douglas Troob and Peter Troob have the shared power to vote or direct the vote of the 507,487 shares of Common Stock individually beneficially owned by the Distressed Segregated Portfolio.
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(iii)
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Sole power to dispose or to direct the disposition of shares of Common Stock:
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Not applicable.
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(iv)
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Shared power to dispose or to direct the disposition of shares of Common Stock:
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The DS Fund, Management LLC, Douglas Troob and Peter Troob have the shared power to dispose or to direct the disposition of the 522,932 shares of Common Stock individually beneficially owned by the DS Fund.
The Crossways Fund, Management LLC, Douglas Troob and Peter Troob have the shared power to dispose or to direct the disposition of the 102,303 shares of Common Stock individually beneficially owned by the Crossways Fund.
The Distressed Segregated Portfolio, Offshore Management LLC, Douglas Troob and Peter Troob have the shared power to dispose or to direct the disposition of the 507,487 shares of Common Stock individually beneficially owned by the Distressed Segregated Portfolio.
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ITEM 5.
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OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
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Not applicable.
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ITEM 6.
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OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
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Not applicable.
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ITEM 7.
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IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.
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Not applicable.
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ITEM 8.
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IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
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See Exhibit B attached hereto.
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ITEM 9.
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NOTICE OF DISSOLUTION OF GROUP.
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Not applicable.
By signing below the undersigned certifies that, to the best of its or his knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete, and correct.
Dated: April 8, 2011
TCM MPS SERIES FUND LP – DISTRESSED SERIES
By: Troob Capital Management LLC
As General Partner
By: /s/ Douglas M. Troob
--------------------------------------
Douglas M. Troob, Managing Member
TCM MPS SERIES FUND LP – CROSSWAYS SERIES
By: Troob Capital Management LLC
As General Partner
By: /s/ Douglas M. Troob
--------------------------------------
Douglas M. Troob, Managing Member
TCM MPS LTD. SPC - DISTRESSED SEGREGATED PORTFOLIO
By: /s/ Douglas M. Troob
--------------------------------------
Name: Douglas Troob
Title: Director
TROOB CAPITAL MANAGEMENT LLC
By: /s/ Douglas M. Troob
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Douglas M. Troob, Managing Member
TROOB CAPITAL MANAGEMENT (OFFSHORE) LLC
By: /s/ Douglas M. Troob
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Douglas M. Troob, Managing Member
/s/ Douglas M. Troob
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Douglas M. Troob
/s/ Peter J. Troob
--------------------------------------
Peter J. Troob
EXHIBIT A
JOINT FILING AGREEMENT
The undersigned hereby agree that the statement on Schedule 13G with respect to the Common Stock of Media General, Inc. dated as of April 8, 2011 is, and any further amendments thereto signed by each of the undersigned shall be, filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.
Dated: April 8, 2011
TCM MPS SERIES FUND LP – DISTRESSED SERIES
By: Troob Capital Management LLC
As General Partner
By: /s/ Douglas M. Troob
--------------------------------------
Douglas M. Troob, Managing Member
TCM MPS SERIES FUND LP – CROSSWAYS SERIES
By: Troob Capital Management LLC
As General Partner
By: /s/ Douglas M. Troob
--------------------------------------
Douglas M. Troob, Managing Member
TCM MPS LTD. SPC - DISTRESSED SEGREGATED PORTFOLIO
By: /s/ Douglas M. Troob
--------------------------------------
Name: Douglas Troob
Title: Director
TROOB CAPITAL MANAGEMENT LLC
By: /s/ Douglas M. Troob
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Douglas M. Troob, Managing Member
TROOB CAPITAL MANAGEMENT (OFFSHORE) LLC
By: /s/ Douglas M. Troob
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Douglas M. Troob, Managing Member
/s/ Douglas M. Troob
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Douglas M. Troob
/s/ Peter J. Troob
--------------------------------------
Peter J. Troob
EXHIBIT B
IDENTIFICATION OF MEMBERS OF THE GROUP
TCM MPS Series Fund LP – Distressed Series
TCM MPS Series Fund LP – Crossways Series
TCM MPS Ltd. SPC - Distressed Segregated Portfolio
Troob Capital Management LLC
Troob Capital Management (Offshore) LLC
Douglas M. Troob
Peter J. Troob.