media13ga-021413.htm
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.2)*

Media General, Inc.
(Name of Issuer)

Class A Common Stock, par value $5.00
(Title of Class of Securities)

584404107
(CUSIP Number)

December 31, 2012
(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)

 
 
 
 
 
1.
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
   
 
TCM MPS Series Fund LP – Partners 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
   
 
1,030,716
   
7.
SOLE DISPOSITIVE POWER
   
 
0
   
8.
SHARED DISPOSITIVE POWER
   
 
1,030,716
   
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
 
1,030,716
   
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES*    [ ]
   
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
   
 
3.8%
   
12.
TYPE OF REPORTING PERSON*
   
 
PN

*SEE INSTRUCTIONS BEFORE FILLING OUT!

 
 
 


1.
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
   
 
TCM MPS Series Fund LP – Lincoln 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
   
 
148,044
   
7.
SOLE DISPOSITIVE POWER
   
 
0
   
8.
SHARED DISPOSITIVE POWER
   
 
148,044
   
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
 
148,044
   
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!

 
 
 


1.
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
   
 
TCM MPS LTD. SPC – Partners 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
   
 
338,364
   
7.
SOLE DISPOSITIVE POWER
   
 
0
   
8.
SHARED DISPOSITIVE POWER
   
 
338,364
   
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
 
338,364
   
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES*    [ ]
   
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
   
 
1.2%
   
12.
TYPE OF REPORTING PERSON*
   
 
CO

*SEE INSTRUCTIONS BEFORE FILLING OUT!

 
 
 


1.
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
   
 
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
   
 
1,178,760
   
7.
SOLE DISPOSITIVE POWER
   
 
0
   
8.
SHARED DISPOSITIVE POWER
   
 
1,178,760
   
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
 
1,178,760
   
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES*    [ ]
   
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
   
 
4.3%
   
12.
TYPE OF REPORTING PERSON*
   
 
OO

*SEE INSTRUCTIONS BEFORE FILLING OUT!

 
 
 


1.
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
   
 
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
   
 
338,364
   
7.
SOLE DISPOSITIVE POWER
   
 
0
   
8.
SHARED DISPOSITIVE POWER
   
 
338,364
   
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
 
338,364
   
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES*    [ ]
   
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
   
 
1.2%
   
12.
TYPE OF REPORTING PERSON*
   
 
OO

*SEE INSTRUCTIONS BEFORE FILLING OUT!

 
 
 


1.
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
   
 
Troob Capital Advisors 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
   
 
313,229
   
7.
SOLE DISPOSITIVE POWER
   
 
0
   
8.
SHARED DISPOSITIVE POWER
   
 
313,229
   
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
 
313,229
   
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES*    [ ]
   
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
   
 
1.1%
   
12.
TYPE OF REPORTING PERSON*
   
 
OO

*SEE INSTRUCTIONS BEFORE FILLING OUT!

 
 
 


1.
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
   
 
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
   
 
1,830,353
   
7.
SOLE DISPOSITIVE POWER
   
 
0
   
8.
SHARED DISPOSITIVE POWER
   
 
1,830,353
   
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
 
1,830,353
   
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES*    [ ]
   
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
   
 
6.7%
   
12.
TYPE OF REPORTING PERSON*
   
 
IN, HC

*SEE INSTRUCTIONS BEFORE FILLING OUT!

 
 
 


1.
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
   
 
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
   
 
1,830,353
   
7.
SOLE DISPOSITIVE POWER
   
 
0
   
8.
SHARED DISPOSITIVE POWER
   
 
1,830,353
   
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
 
1,830,353
   
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES*    [ ]
   
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
   
 
6.7%
   
12.
TYPE OF REPORTING PERSON*
   
 
IN, HC

*SEE INSTRUCTIONS BEFORE FILLING OUT!

 
 
 

This statement is filed with respect to the shares of Class A common stock (the "Common Stock") of Media General, Inc. (the "Issuer") beneficially owned by the Reporting Persons identified below as of December 31, 2012, and amends and supplements the Schedule 13G filed on April 11, 2011, as previously amended (collectively, the "Schedule 13G").  Except as set forth herein, the Schedule 13G is unmodified.

The names of the persons filing this statement on Schedule 13G are (collectively, the “Reporting Persons”):

·  
TCM MPS Series Fund LP – Partners Series (the “PS Fund”),
·  
TCM MPS Series Fund LP – Lincoln Series (the “Lincoln Fund”),
·  
TCM MPS Ltd. SPC - Partners Segregated Portfolio (the “Partners Segregated Portfolio”),
·  
Troob Capital Management LLC (“Management LLC”),
·  
Troob Capital Management (Offshore) LLC (“Offshore Management LLC”),
·  
Troob Capital Advisors LLC (“Advisors LLC”),
·  
Douglas M. Troob and
·  
Peter J. Troob.

      Management LLC is the general partner of each of the PS Fund and the Lincoln Fund.  Offshore Management LLC is the investment manager of the Partners Segregated Portfolio.  Advisors LLC is the manager of a separate account (the “Separately Managed Account”).  Douglas Troob and Peter Troob are the managing members of each of Management LLC, Offshore Management LLC and Advisors LLC.

ITEM 2(b).      ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:

The principal business address for each of the PS Fund, Lincoln Fund, Management LLC, Offshore Management LLC, Advisors LLC, Douglas Troob and Peter Troob is 777 Westchester Avenue, Suite 203, White Plains, New York 10604.

The principal business address of the Partners Segregated Portfolio is Appleby Trust (Cayman) Ltd., Clifton House, 75 Fort Street, P.O. Box 1350, Grand Cayman KY1-1108, Cayman Islands.

ITEM 2(c).      CITIZENSHIP:

Each of PS Fund and Lincoln Fund is a Delaware limited partnership.

The Partners Segregated Portfolio is a Cayman Islands exempted company.

Each of Management LLC, Offshore Management LLC and Advisors LLC is a Delaware limited liability company.

Each of Douglas Troob and Peter Troob is a citizen of the United States.

ITEM 4.         OWNERSHIP.

        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 1,830,353 shares of Common Stock.

The PS Fund individually beneficially owns 1,030,716 shares of Common Stock.

The Lincoln Fund individually beneficially owns 148,044 shares of Common Stock.

The Partners Segregated Portfolio individually beneficially owns 338,364 shares of Common Stock.

Management LLC is deemed to beneficially own the 1,178,760 shares of Common Stock beneficially owned by the PS Fund and the Lincoln Fund.

Offshore Management LLC is deemed to beneficially own the 338,364 shares of Common Stock beneficially owned by the Partners Segregated Portfolio.

Advisors LLC individually beneficially owns the 313,229 shares of Common Stock held in the Separately Managed Account.

Douglas Troob and Peter Troob are deemed to beneficially own the 1,830,353 shares of Common Stock beneficially owned by Management LLC, Offshore Management LLC and Advisors LLC.

                (b)  
Percent of Class:

Collectively, the Reporting Persons’ beneficial ownership of 1,830,353 shares of Common Stock represents 6.7% of the outstanding shares of Common Stock.

The PS Fund’s individual beneficial ownership of 1,030,716 shares of Common Stock represents 3.8% of all the outstanding shares of Common Stock.

The Lincoln Fund’s individual beneficial ownership of 148,044 shares of Common Stock represents 0.5% of all the outstanding shares of Common Stock.

The Partners Segregated Portfolio’s individual beneficial ownership of 338,364 shares of Common Stock represents 1.2% of all the outstanding shares of Common Stock.

Management LLC’s individual beneficial ownership of 1,178,760 shares of Common Stock represents 4.3% of all the outstanding shares of Common Stock.

Offshore Management LLC’s individual beneficial ownership of 338,364 shares of Common Stock represents 1.2% of all the outstanding shares of Common Stock.
 
Advisors LLC’s individual beneficial ownership of 313,229 shares of Common Stock represents 1.1% of all the outstanding shares of Common Stock.
 
 
 
 
 

 
Each of Douglas Troob’s and Peter Troob’s individual beneficial ownership of 1,830,353 shares of Common Stock represents 6.7% of the outstanding shares of Common Stock.

(c)         Number of shares as to which such person has:

                                (i)  
Sole power to vote or to direct the vote

Not applicable.

                               (ii)  
Shared power to vote or to direct the vote of shares of Common Stock:

The PS Fund, Management LLC, Douglas Troob and Peter Troob have the shared power to vote or direct the vote of the 1,030,716 shares of Common Stock individually beneficially owned by the PS Fund.

The Lincoln Fund, Management LLC, Douglas Troob and Peter Troob have the shared power to vote or direct the vote of the 148,044 shares of Common Stock individually beneficially owned by the Lincoln Fund.

The Partners Segregated Portfolio, Offshore Management LLC, Douglas Troob and Peter Troob have the shared power to vote or direct the vote of the 338,364 shares of Common Stock individually beneficially owned by the Partners Segregated Portfolio.

Advisors LLC, Douglas Troob and Peter Troob have the shared power to vote or direct the vote of the 313,229 shares of Common Stock held in the Separately Managed Account.

                             (iii)  
Sole power to dispose or to direct the disposition of shares of Common Stock:

Not applicable.

                             (iv)  
Shared power to dispose or to direct the disposition of shares of Common Stock:

The PS Fund, Management LLC, Douglas Troob and Peter Troob have the shared power to dispose or to direct the disposition of the 1,030,716 shares of Common Stock individually beneficially owned by the PS Fund.

The Lincoln Fund, Management LLC, Douglas Troob and Peter Troob have the shared power to dispose or to direct the disposition of the 148,044 shares of Common Stock individually beneficially owned by the Lincoln Fund.

The Partners Segregated Portfolio, Offshore Management LLC, Douglas Troob and Peter Troob have the shared power to dispose or to direct the disposition of the 338,364 shares of Common Stock individually beneficially owned by the Partners Segregated Portfolio.


 
 
 

Advisors LLC, Douglas Troob and Peter Troob have the shared power to dispose or to direct the disposition of the 313,229 shares of Common Stock held in the Separately Managed Account.

ITEM 8.    IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.

        See Exhibit B attached hereto.

ITEM 10.   CERTIFICATION.

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:  February 11, 2013

TCM MPS SERIES FUND LP – PARTNERS SERIES
By: Troob Capital Management LLC
As General Partner

By:  /s/ Douglas M. Troob
            Douglas M. Troob, Managing Member

 
TCM MPS SERIES FUND LP – LINCOLN SERIES
By: Troob Capital Management LLC
As General Partner

By:  /s/ Douglas M. Troob
            Douglas M. Troob, Managing Member
 
 
TCM MPS LTD. SPC - PARTNERS SEGREGATED PORTFOLIO
 
 
By:  /s/ Douglas Troob
Name:  Douglas Troob
Title:    Director
 
 
TROOB CAPITAL MANAGEMENT LLC


By:  /s/ Douglas M. Troob
            Douglas M. Troob, Managing Member
 
 
TROOB CAPITAL MANAGEMENT (OFFSHORE) LLC


By:  /s/ Douglas M. Troob
            Douglas M. Troob, Managing Member
 
 
TROOB CAPITAL ADVISORS LLC

By:  /s/ Douglas M. Troob
            Douglas M. Troob, Managing Member
 

 
 
 
 
/s/ Douglas M. Troob
     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 February 11, 2013 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:  February 11, 2013

TCM MPS SERIES FUND LP – PARTNERS SERIES
By: Troob Capital Management LLC
As General Partner

By:  /s/ Douglas M. Troob
            Douglas M. Troob, Managing Member

 
TCM MPS SERIES FUND LP – LINCOLN SERIES
By: Troob Capital Management LLC
As General Partner

By:  /s/ Douglas M. Troob
            Douglas M. Troob, Managing Member
 
 
TCM MPS LTD. SPC - PARTNERS SEGREGATED PORTFOLIO
 
 
By:  /s/ Douglas Troob
Name:  Douglas Troob
Title:    Director
 
 
TROOB CAPITAL MANAGEMENT LLC


By:  /s/ Douglas M. Troob
            Douglas M. Troob, Managing Member
 
 
TROOB CAPITAL MANAGEMENT (OFFSHORE) LLC


By:  /s/ Douglas M. Troob
            Douglas M. Troob, Managing Member
 
 
TROOB CAPITAL ADVISORS LLC

By:  /s/ Douglas M. Troob
            Douglas M. Troob, Managing Member
 

 
 
 
 
/s/ Douglas M. Troob
     Douglas M. Troob



/s/ Peter J. Troob
     Peter J. Troob

 

 
 
 

EXHIBIT B

IDENTIFICATION OF MEMBERS OF THE GROUP



TCM MPS Series Fund LP – Partners Series
TCM MPS Series Fund LP – Lincoln Series
TCM MPS Ltd. SPC - Partners Segregated Portfolio
Troob Capital Management LLC
Troob Capital Management
Troob Capital Advisors LLC
Douglas M. Troob
Peter J. Troob