Edgar Filing: MEDIA GENERAL INC

Prospectus Supplement
August 23, 2001
(To Prospectus Dated August 21, 2001)

[LOGO OF MEDIA GENERAL]

$200,000,000

Media General, Inc.

6.95% Notes due 2006

----------------

The notes will bear interest at the rate of 6.95% per year. Interest on the
notes will be payable in arrears on March 1 and September 1 of each year,
beginning March 1, 2002. The notes will mature on September 1, 2006; however,
we may redeem the notes at our option, in whole or in part, at any time at the
redemption price set forth in this prospectus supplement.

The notes will be fully and unconditionally guaranteed by our existing
subsidiaries. These guarantees may be terminated and reinstated under the
circumstances described in this prospectus supplement.

The notes will constitute senior unsecured obligations and will rank equally
with all of our other senior unsecured indebtedness from time to time
outstanding. So long as the notes are guaranteed by our subsidiaries, they will
rank equally with our subsidiaries' liabilities. If the guarantees are
terminated, the notes will effectively rank junior to our subsidiaries'
liabilities.

----------------

Investing in the notes involves certain risks. See "Risk Factors" beginning
on page S-8.

Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if
this prospectus supplement or the accompanying prospectus is truthful or
complete. Any representation to the contrary is a criminal offense.

Per Note Total
-------- ------------

Public offering price(1)................................. 99.941% $199,882,000
Underwriting discount.................................... 0.750% $ 1,500,000
Proceeds to Media General (before expenses).............. 99.191% $198,382,000

--------
(1) Plus accrued interest, if settlement occurs after August 28, 2001.

The notes are expected to be ready for delivery in book-entry only form
through The Depository Trust Company, on or about August 28, 2001.

----------------

Sole Book-Running Manager
Banc of America Securities LLC
Fleet Securities, Inc.
Mizuho International plc
Scotia Capital
SunTrust Robinson Humphrey
Wachovia Securities, Inc.
Dresdner Kleinwort Wasserstein

TABLE OF CONTENTS

Page
----

Prospectus Supplement

Where You Can Find More Information...................................... S-3
Forward-Looking Statements............................................... S-3
Summary.................................................................. S-4
Risk Factors............................................................. S-8
Use of Proceeds.......................................................... S-11
Capitalization........................................................... S-11
Selected Consolidated Financial Data..................................... S-12
Management's Discussion and Analysis of Financial Condition and Results
of Operations........................................................... S-13
About Media General...................................................... S-25
Description of the Notes................................................. S-37
Underwriting............................................................. S-43
Legal Matters............................................................ S-44

Prospectus

About This Prospectus.................................................... i
Special Note of Caution Regarding Forward-Looking Statements............. 1
Where You Can Find More Information...................................... 1
About Media General...................................................... 2
Use of Proceeds.......................................................... 2
Ratio of Earnings to Fixed Charges....................................... 2
Description of Senior Debt Securities.................................... 3
Description of Capital Stock............................................. 17
Virginia Stock Corporation Act and the Articles and the Bylaws........... 20
Description of Stock Purchase Contracts and Stock Purchase Units......... 22
Plan of Distribution..................................................... 22
Legal Matters............................................................ 23
Experts.................................................................. 23

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This document is in two parts. The first part is the prospectus supplement,
which describes the specific terms of the notes we are offering and certain
other matters relating to us and our business. The second part, the
accompanying prospectus, gives more general information about our senior debt
securities, some of which does not apply to the notes we are offering. If the
description of the notes varies between this prospectus supplement and the
accompanying prospectus, you should rely on the information in this prospectus
supplement.

You should rely only on the information contained or incorporated by
reference in this prospectus supplement and the accompanying prospectus.
Neither the underwriters nor we have authorized anyone to provide any different
or additional information. We are not making an offer of the notes in any
jurisdiction where the offer is not permitted. You should assume that the
information in this prospectus supplement is only accurate as of the date on
the cover page hereof or, in the case of the accompanying prospectus and the
documents incorporated by reference herein, as of the date of those documents.
Our business, financial condition, results of operations and prospects may have
changed since those dates.

When we refer to "Media General," "the Company," "we," "us," or "our" in
this prospectus supplement, we mean Media General, Inc. and its subsidiaries,
on a consolidated basis, unless the context requires otherwise.

S-2

WHERE YOU CAN FIND MORE INFORMATION

We file annual, quarterly and special reports, proxy statements and other
information with the SEC. Our SEC filings are available to the public over the
Internet at the SEC's web site at http://www.sec.gov. You may also read and
copy any document we file at the SEC's public reference rooms in Washington,
D.C., New York, New York and Chicago, Illinois. Please call the SEC at 1-800-
SEC-0330 for further information on the public reference rooms. Our common
stock is listed on the American Stock Exchange, and you may also read and copy
these documents at the offices of the American Stock Exchange, 86 Trinity
Place, New York, New York 10006. The Company has received confirmation that it
has satisfied the eligibility requirements for listing on the New York Stock
Exchange and has been cleared to file a listing application. The Company
expects to complete that process and begin trading on the NYSE on September 19,
2001.

The SEC allows us to incorporate by reference the information we file with
it, which means that we can disclose important information to you by referring
you to those documents. The information incorporated by reference is an
important part of this prospectus supplement, and information that we file
later with the SEC will automatically update and supersede this information.
Until the completion of any distribution of notes covered by this prospectus
supplement, we incorporate by reference the documents listed below and any
future filings made with the SEC under Sections 13(a), 13(c), 14 or 15(d) of
the Securities Exchange Act of 1934:

. Annual Report on Form 10-K for the year ended December 31, 2000;

. Quarterly Report on Form 10-Q for the quarter ended April 1, 2001;

. Quarterly Report on Form 10-Q for the quarter ended July 1, 2001; and

. Current Report on Form 8-K filed with the SEC on August 21, 2001.

You may request a copy of these documents at no cost, by writing or
telephoning us at the following address:

Media General, Inc.
333 East Franklin Street
Richmond, Virginia 23219
(804) 649-6000
Attention: Chief Financial Officer

Under the SEC's rules each of our subsidiary guarantors should be exempt
from separate periodic reporting requirements under the Exchange Act.

FORWARD-LOOKING STATEMENTS

Certain statements made or incorporated by reference in this prospectus
supplement that are not historical facts are "forward-looking" statements, as
that term is defined by the federal securities laws. Forward-looking statements
include those that use words such as "believe," "anticipate," "expect,"
"estimate," "intend," "plan" and similar statements and also include statements
related to our convergence strategy, the impact of the Internet on our business
and prospects and our expectations regarding newsprint prices, advertising
demand and our financial newsprint swap agreement. All of our forward-looking
statements are subject to risks and uncertainties that could cause our actual
results to differ materially from those expressed in or implied by such
statements. Due to these risks and uncertainties, you are cautioned not to
place undue reliance on such forward-looking statements, which speak only as of
the date of this prospectus supplement, the date of the accompanying prospectus
or the date of the incorporated document, as applicable.

Some significant factors that could affect our actual results of operations,
financial condition, business and prospects include: general economic
conditions, changes in advertising demand, the availability and pricing of
newsprint, changes in interest rates, changes in the regulatory environment,
legislative enactments affecting our businesses, technological innovations,
alternatives to our media offerings and the opportunities for and effects of
acquisitions, investments and divestitures.

S-3

SUMMARY

This summary highlights important information about Media General and this
offering. It does not contain all the information that is important to you in
connection with your decision to invest in the notes. We encourage you to read
this prospectus supplement and the accompanying prospectus in their entirety as
well as the information we incorporate by reference before making an investment
decision.

Media General

We are an independent, publicly owned communications company operating in
three segments or divisions: Publishing, Broadcasting, and Interactive Media.
We have interests in 25 daily newspapers, nearly 100 weekly and other
periodicals, 26 network-affiliated television stations, in excess of 50
internal online enterprises and various other diversified information services
that are primarily concentrated in the southeastern United States. We began
operations in 1850 and have operated in several of our markets for over 50
years. We currently broadcast to more than 30% of the households in the
Southeast, reach more than one million readers weekly through our publications
and have developed or are planning to develop local Web sites in targeted
markets. The combination of our media assets makes us one of the leading
providers of quality news, information and entertainment in the Southeast.

We have chosen to concentrate our operations in the Southeast to take
advantage of our knowledge of the markets in this region and the region's
strong economic growth. Within this region we have attempted to strategically
locate our properties in close proximity to each other. By using this strategy,
commonly referred to as "clustering," our properties are able to share content
and other resources. Clustering also enables us to reduce the costs of
disseminating the news, information and entertainment that we provide
throughout our different media platforms and improves the quality of our
product. As a result, we believe clustering makes our properties attractive to
advertisers.

We have and will continue to employ numerous forms of media in as many of
our markets as possible, a strategy that we call "convergence." We believe that
the combined use of newspapers, television and interactive media in the same
market (where not prohibited by law) provides our readers and viewers with
broader and easier access to news, information and entertainment. We believe
that this combination is more attractive to advertisers. We have already
initiated our convergence strategy in several of our markets and intend to
pursue it in additional markets as opportunities become available and as
applicable law permits.

Through a series of targeted acquisitions and dispositions over the past
several years, we have achieved significant growth and have developed a core
group of quality properties. From 1995 to present, our publishing properties
have grown from three daily newspapers to 25, and our broadcast interests have
grown from three television stations to 26. Our newspaper portfolio currently
includes well-known papers such as The Tampa Tribune, the Richmond Times-
Dispatch and the Winston-Salem Journal. As of May 2001, our television stations
were ranked first by Nielsen in eight of our 21 markets and second in seven of
our 21 markets.

In January 2001, we launched our Interactive Media Division that we believe
will enable us to enhance the content of our traditional media and fully
integrate Internet technologies into our overall convergence strategy. This
division is responsible for creating and maintaining online sites for our
newspapers and television stations and is comprised of our internal online
enterprises, including Media General Financial Services, Inc., a major content
provider to websites such as Quicken.com, Excite.com, Microsoft Money, Dow
Jones, Thomson and Hoover's. This division also holds our minority investments
in AdOne, L.L.P. (an online database of classified advertising) and several
other Internet related ventures.

S-4

Summary Consolidated Financial Data

The summary financial data for the five years ended December 31, 2000 have
been derived from Media General's consolidated financial statements, which have
been audited by Ernst & Young LLP, independent auditors. Income statement data
for the six-month periods ended July 1, 2001 and June 25, 2000, and balance
sheet data as of July 1, 2001 and June 25, 2000, are derived from unaudited
consolidated financial statements and include, in the opinion of management,
all normal recurring adjustments necessary to present fairly the data for such
periods. The operating results for the six months ended July 1, 2001 are not
necessarily indicative of the results that you can expect for the full fiscal
year ending December 30, 2001. This information should be read in conjunction
with our audited consolidated financial statements and accompanying notes,
which are incorporated herein by reference.

Fiscal Years(1) Six Months(1) Ended
---------------------------------------------------------- ----------------------
June 25, July 1,
1996 1997 1998 1999 2000 2000 2001
---------- ---------- ---------- ---------- ---------- ---------- ----------
(dollars in thousands) (unaudited)

Income Statement Data:
Revenues................ $ 491,235 $ 641,910 $ 688,677 $ 692,902 $ 830,601 $ 383,757 $ 404,628
Operating cash flow(2).. 101,964 166,239 183,347 195,016 225,380 103,906 88,241
Operating income........ 69,393 100,303 114,292 122,576 123,833 59,222 30,342
EBITDA from continuing
operations(3).......... 131,131 189,074 204,904 247,703 247,031 114,314 102,432
Interest expense........ (12,680) (59,131) (61,027) (45,014) (42,558) (12,013) (26,424)
Income from continuing
operations before
income taxes and
extraordinary item..... 85,880 64,007 74,822 130,249 102,926 57,617 18,109
Income from continuing
operations before
extraordinary item..... 55,545 38,491 47,855 78,818 63,557 34,320 11,046
Net income (loss)(4).... 70,498 (10,490) 70,874 881,316 53,719 24,000 11,046

Balance Sheet Data:
Cash, cash equivalents
and short-term
investments............ $ 4,471 $ 3,504 $ 7,637 $ 646,046 $ 10,404 $ 12,257 $ 8,277
Working capital......... 13,373 34,716 29,129 167,546 58,339 60,674 58,523
Property, plant and
equipment, net......... 469,978 501,632 496,797 381,476 379,950 445,001 376,463
Total assets............ 1,025,484 1,814,201 1,917,346 2,340,374 2,561,282 2,444,416 2,536,552
Long-term debt
(including current
maturities of long-term
debt).................. 276,318 900,140 928,101 59,838 822,077 644,224 796,964
Shareholders' equity.... 437,240 418,226 477,349 1,330,902 1,171,922 1,208,725 1,169,797

Per Share Data:
Income (loss) from
continuing operations,
per common share
assuming dilution...... $ 2.09 $ 1.44 $ 1.78 $ 2.93 $ 2.63 $ 1.36 $ 0.48
Cash dividends per
share.................. 0.50 0.53 0.56 0.60 0.64 0.32 0.34

Financial Ratios:
Ratio of earnings to
fixed charges(5)....... 6.41 1.71 1.95 4.11 3.01 5.10 1.03
Leverage ratio(6)....... 2.1 4.8 4.5 0.2 3.3 2.5 3.4
Interest coverage
ratio(6)............... 10.3 3.2 3.4 5.5 5.8 9.3 4.1
Total debt/Total
capitalization......... 38.7% 68.3% 66.0% 4.3% 41.2% 34.8% 40.5%

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(1) Pursuant to the Company's bylaws, its fiscal year ends on the last Sunday
in December; quarterly periods end on Sundays based on a five-week first
month and four-week second and third months each quarter.
(2) Operating cash flow is operating income plus depreciation and amortization.
(3) EBITDA is defined as the sum of income from continuing operations, interest
expense, income taxes and depreciation and amortization. EBITDA is
presented not as an alternative measure of operating results or cash flow
from operations (as determined in accordance with GAAP), but because it is
a widely accepted financial indicator of a company's ability to incur and
service debt.
(4) For all periods prior to 2001, net income includes the Company's
discontinued cable and newsprint operations, most notably a $798,719 after-
tax gain from the sale of cable operations in 1999. In 1997, there was also
a $63,000 extraordinary loss related to the early extinguishment of
acquired debt.
(5) For purposes of computing the ratio of earnings to fixed charges, earnings
consist of pretax income (loss) from continuing operations less income
(loss) from equity investments, plus fixed charges, amortization of
capitalized interest, distributed income of equity investees minus
capitalized interest. Fixed charges consist of interest expensed and
capitalized, amortization of premium/discount, and an estimate of the
interest portion of rental expense.
(6) Leverage ratios (total debt/EBITDA) and interest coverage ratios
(EBITDA/interest expense) for the six-month periods have been calculated
using trailing four quarters EBITDA and interest expense.

S-5

The Offering

For a more complete description of the terms of the notes, see "Description
of the Notes" in this prospectus supplement and "Description of Senior Debt
Securities" in the accompanying prospectus.

Securities Offered.......... $200,000,000 principal amount of 6.95% notes due
2006.

Maturity.................... The notes will mature on September 1, 2006,
unless redeemed prior to such date in accordance
with the provisions described below under "--
Optional Redemption."

Interest Payment Dates...... March 1 and September 1, commencing March 1,
2002.

Optional Redemption......... We may redeem the notes at any time at our
option, in whole or in part. The redemption price
will be equal to the greater of (1) 100% of the
principal amount of the notes being redeemed and
(2) the make-whole amount, if any, plus, in each
case, unpaid interest on the principal amount of
the notes being redeemed accrued to the
redemption date. See "Description of the Notes--
Optional Redemption" for more information on
optional redemption of the notes, including the
definition of the make-whole amount.

Ranking..................... The notes will constitute senior unsecured
obligations and will rank equally with all of our
other senior unsecured indebtedness from time to
time outstanding. However, the notes will rank
junior to our secured indebtedness to the extent
of the underlying collateral. In addition, unless
the guarantees of our subsidiaries are in effect,
the notes will effectively rank junior to our
subsidiaries' liabilities.

At July 1, 2001, after giving pro forma effect to
this offering and our use of the net proceeds,
Media General would have had outstanding $46,052
of secured indebtedness and $798 million of
senior unsecured indebtedness ($785 million of
which is guaranteed by its subsidiaries) and its
subsidiaries would have had outstanding $1.3
million of indebtedness, all of which is secured
indebtedness.

Guarantees.................. The notes will be fully and unconditionally
guaranteed by our subsidiaries, on a joint and
several basis. See "Description of Notes--
Subsidiary Guarantees." These guarantees may be
terminated and reinstated under the circumstances
referenced in this prospectus supplement. See
"Description of the Notes--Subsidiary
Guarantees."

Covenants................... The indenture governing the notes contains
covenants that, among other things, limit our
ability and the ability of certain of our
subsidiaries to incur indebtedness which is
secured by a lien on specified property, to enter
into sale-leaseback transactions, and to
consolidate, merge or transfer assets. The
covenants also limit the

S-6

ability of our subsidiaries to incur indebtedness
or guarantee the indebtedness of others. All of
these covenants are subject to a number of
significant exceptions and limitations. See
"Description of the Notes--Merger, Consolidation
and Sale of Assets of Subsidiary Guarantors" in
this prospectus supplement and "Description of
Senior Debt Securities--Covenants" and "--
Consolidation, Amalgamation, Merger and Sale of
Assets" in the accompanying prospectus.

Use of Proceeds.............
We will use the net proceeds we receive from the
sale of the notes for the repayment of a portion
of amounts outstanding under our revolving credit
facility.

S-7

RISK FACTORS

In evaluating an investment in the notes, you should carefully consider the
following risk factors, as well as the other information set forth in this
prospectus supplement and the accompanying prospectus.

Structural Risks

Because of our holding company structure, except during the time that they are
guaranteed by our subsidiaries, the notes will effectively rank junior to the
claims of creditors of our subsidiaries and will rank junior to our secured
lenders.

Because Media General is a holding company that conducts its operations
through its subsidiaries, its ability to meet its obligations under its
indebtedness, including payment of principal of, and premium, if any, and
interest on, the notes, depends on the earnings and cash flows of its
subsidiaries and the ability of its subsidiaries to pay dividends or advance or
repay funds to Media General. Any right of Media General and its creditors
(including the holders of the notes) to participate in the assets of any of
Media General's subsidiaries upon any liquidation, dissolution or
reorganization of any such subsidiary will be subject to the prior claims of
that subsidiary's creditors, including that subsidiary's trade creditors and
other creditors who have obtained guarantees from that subsidiary (except to
the extent that the subsidiary has executed a guarantee in respect of that
particular creditor of Media General or to the extent that the claims of Media
General itself as a creditor of that subsidiary may be recognized).
Accordingly, absent the existence of guarantees from its subsidiaries or Media
General itself being recognized as a creditor of its subsidiaries, the notes
will effectively rank junior to the claims of creditors of Media General's
subsidiaries. The notes will rank junior to all secured indebtedness of Media
General to the extent of the underlying collateral.

At July 1, 2001, after giving pro forma effect to this offering and our use
of the net proceeds, Media General would have had outstanding $46,052 of
secured indebtedness and $798 million of senior unsecured indebtedness ($785
million of which is guaranteed by its subsidiaries) and its subsidiaries would
have had outstanding $1.3 million of indebtedness, all of which is secured
indebtedness.

A court may be able to void any guarantees of the notes and require holders of
the notes to return payments received from the subsidiary guarantors.

Under the federal bankruptcy law and comparable provisions of state
fraudulent transfer laws, a guarantee of the notes by one or more of our
subsidiary guarantors could be voided, or claims in respect of a guarantee
could be subordinated to all other debts of any subsidiary guarantor, if, among
other things, that subsidiary guarantor, at the time it issued the guarantee:

. issued the guarantee to delay, hinder or defraud present or future
creditors; or

. received less than reasonably equivalent value or fair consideration
for issuing the guarantee;

and at the time that subsidiary guarantor issued the guarantee, it

. was insolvent or rendered insolvent by reason of issuing the guarantee
and applying the proceeds of the guarantee;

. was engaged or about to engage in a business or transaction for which
that subsidiary guarantor's remaining unencumbered assets constituted
unreasonably small capital to carry on its business; or

. intended to incur, or believed that it would incur, debts beyond its
ability to pay the debts as they mature.

If a court determined that the issuance of a guarantee of the notes by a
subsidiary guarantor violated applicable federal and state law as described
above, any payment by a subsidiary guarantor pursuant to its guarantee of the
notes could be voided and required to be returned to that subsidiary guarantor,
or a fund for the benefit of the creditors of that subsidiary guarantor, or the
guarantee could be subordinated to other debts of that subsidiary guarantor.

S-8

The measure of insolvency for purposes of fraudulent transfer laws vary
depending upon the law applied in any proceeding to determine whether a
fraudulent transfer has occurred. Generally, however, a person would be
considered insolvent if, at the time it incurred the debt:

. the sum of its debts, including contingent liabilities, were greater
than the fair saleable value of all of its assets;

. the present fair saleable value of its assets was less than the amount
that would be required to pay its probable liability on its existing
debts, including contingent liabilities, as they become absolute and
mature; or

. it could not pay its debts as they become due.

We cannot be sure as to the standard that a court would use to determine
whether or not a subsidiary guarantor was solvent at the relevant time, or,
regardless of the standard that the court uses, that the issuance of the
guarantee of the notes would not be voided or the guarantee of the debt
securities would not be subordinated to that subsidiary guarantor's other
debts.

If challenged, any guarantee of the notes issued by one of our subsidiary
guarantors could also be subject to the claim that, because the guarantee was
issued for Media General's benefit, and only indirectly for the benefit of
that subsidiary guarantor, the obligations of that subsidiary guarantor were
incurred for less than fair consideration. A court could therefore void the
obligations under the guarantee or subordinate the guarantee to that
subsidiary guarantor's other debts or take other actions detrimental to
holders of the notes.

Business Risks

The television broadcasting industry is highly regulated.

The television broadcasting industry is subject to extensive and changing
regulation. Among other things, the Communications Act of 1934, as amended,
and the rules, regulations and policies of the Federal Communications
Commission require that each television broadcaster must operate in compliance
with a license issued by the FCC. Each of our television stations operates
pursuant to one or more licenses issued by the FCC that expire at different
times. We must file an application with the FCC to acquire, renew, transfer
control of or assign a license, and third parties may challenge those
applications. Subject to certain grandfathering provisions protecting, among
others, our Tampa broadcast station, current FCC rules generally do not allow
the owner of a broadcast television station to own, at the time of license
renewal, a daily newspaper of general circulation in the same market, or to
acquire a new television station in the same market in which it owns a daily
newspaper. These rules could adversely affect our clustering or convergence
strategies.

Recent and prospective actions by the FCC could cause us to face increased
competition. These include:

. relaxation of restrictions on the participation by regional telephone
operating companies in cable television and other direct-to-home audio
and video technologies;

. the establishment of a Class A television service for certain low power
stations that gives such stations primary status and certain
interference protections against full-power stations; and

. permission for direct broadcast satellite television to provide the
programming of traditional over-the-air stations, including local and
out-of-market network stations.

In addition, Congress and the FCC currently have under consideration, and
may in the future adopt laws or modify existing laws and regulations and
policies regarding, a wide variety of matters that could affect the operation,
ownership and profitability of our television stations. We may be required to
modify our business plans or operations as new regulations arise.

S-9

Our business is subject to risks of decreased advertising revenues and adverse
effects of new technologies.

Our television stations, newspapers and other publications face competition
for advertising revenue from other television broadcasters, cable television
operators, wireless cable systems, direct broadcast satellite systems,
telephone company video systems, radio broadcasters, newspapers, magazines,
computer on-line services, movies and other forms of entertainment and
advertising, some of whom are much larger than Media General. The ability of
Media General's properties to generate advertising revenues depends
significantly upon audience ratings and readership circulation averages.
Technological innovation and the resulting proliferation of alternatives to
traditional mediums for the delivery of news, information and entertainment
have fragmented historical television and newspaper audiences and subjected
television and newspaper companies to new types of competition.

In recent years, the FCC has adopted rules and policies providing for
authorization of new technologies and a more favorable operating environment
for certain existing technologies that have the potential to provide additional
competition for television stations. Further advances in technology such as
video compression and programming delivered through fiber optic telephone lines
could facilitate the entry of new channels and encourage the development of
increasingly specialized "niche" programming.

It is unclear what impact the regulatory mandate to convert all of our
television stations to digital broadcasting by 2006 will have on our television
stations.

The FCC requires broadcasters to complete the transition from analog to
digital broadcasting (DTV) by 2006, subject to biennial reviews by the FCC to
evaluate the industry's progress toward full implementation of DTV
broadcasting. DTV implementation will impose significant additional costs on
us. We estimate that our investment in the transition in 2001-2002 will be $50
million. We are unable to predict the effect that technological changes
associated with DTV will have on the broadcast television industry or on our
future financial condition or results of operations. In addition, the Balanced
Budget Act of 1997 requires (unless the FCC finds that certain conditions
relating to DTV receiver penetration have been met) broadcasters to return
their analog channels by 2006 to permit them to be re-auctioned to new
licensees. This transition period could require us to end analog transmission
in a market before all the viewers in that market have purchased DTV-compatible
reception equipment.

We are subject to risks associated with future acquisitions and joint ventures.

We intend to continue to pursue acquisitions of complimentary media assets
and to enter into joint venture arrangements that could complement or expand
our business. We will not be able to acquire other businesses if we cannot
identify suitable opportunities or obtain acceptable financing. Even if we are
able to identify suitable opportunities or obtain acceptable financing, no
assurance can be given that we will be able to consummate any particular
acquisition on favorable terms or at all. The negotiation of potential
acquisitions or joint ventures, as well as the integration of an acquired
business or station, could require us to incur significant costs and cause
diversion of management's time and resources. No assurance can be given that
expected synergies from any acquisition or joint venture will be realized.

S-10

USE OF PROCEEDS

We will use the net proceeds we receive from the sale of the notes for the
repayment of a portion of the amounts outstanding under our revolving credit
facility. Borrowings under this facility had a weighted average interest rate
of approximately 5.0% per annum as of July 1, 2001 and a weighted average
maturity of 50 days. Estimated proceeds from this offering will be
approximately $198,000,000, after deducting the underwriters' discount and the
other expenses of the offering.

Affiliates of the underwriters are lenders under our revolving credit
facility and will receive more than 10% of the net proceeds of this offering as
a result of repayment of amounts outstanding under our revolving credit
facility. See "Underwriting."

CAPITALIZATION

The following table sets forth our actual capitalization at July 1, 2001,
our capitalization as adjusted for the issuance of all of the notes and the
application of the proceeds as described under "Use of Proceeds." You should
read this table together with the "Selected Consolidated Financial Data"
presented elsewhere in this prospectus supplement as well as our unaudited
consolidated financial statements and accompanying notes that are incorporated
herein by reference.

As of July 1, 2001
-----------------------
Actual As Adjusted
---------- -----------
(dollars in thousands)
(unaudited)

Long-term debt:
Revolving credit loans............................... $ 770,000 $ 572,000
Notes offered hereby................................. -- 200,000
Other................................................ 26,964 26,964
---------- ----------
Total long-term debt............................... $ 796,964 $ 798,964
---------- ----------

Shareholders' equity:
Common stock, $5 par value:
Class A, authorized 75,000,000 shares; issued
22,397,513 shares................................... $ 111,988 $ 111,988
Class B, authorized 600,000 shares; issued 556,574
shares.............................................. 2,783 2,783
Additional paid-in capital........................... 9,167 9,167
Retained earnings.................................... 1,067,223 1,067,223
Accumulated other comprehensive loss................. (13,950) (13,950)
Unearned compensation................................ (7,414) (7,414)
---------- ----------
Total shareholders' equity......................... 1,169,797 1,169,797
---------- ----------
Total capitalization............................... $1,966,761 $1,968,761
========== ==========

S-11

SELECTED CONSOLIDATED FINANCIAL DATA

The selected financial data for the five years ended December 31, 2000 have
been derived from Media General's consolidated financial statements, which have
been audited by Ernst & Young LLP, independent auditors. Income statement data
for the six-month periods ended July 1, 2001 and June 25, 2000, and balance
sheet data as of July 1, 2001 and June 25, 2000, are derived from unaudited
consolidated financial statements and include, in the opinion of management,
all normal recurring adjustments necessary to present fairly the data for such
periods. The operating results for the six months ended July 1, 2001 are not
necessarily indicative of the results that you can expect for the full fiscal
year ending December 30, 2001. This information should be read in conjunction
with our audited consolidated financial statements and accompanying notes,
which are incorporated herein by reference.

-------
(1) Pursuant to the Company's bylaws, its fiscal year ends on the last Sunday
in December; quarterly periods end on Sundays based on a five-week first
month and four-week second and third months each quarter.
(2) Operating cash flow is operating income plus depreciation and amortization.
(3) EBITDA is defined as the sum of income from continuing operations, interest
expense, income taxes and depreciation and amortization. EBITDA is
presented not as an alternative measure of operating results or cash flow
from operations (as determined in accordance with GAAP), but because it is
a widely accepted financial indicator of a company's ability to incur and
service debt.
(4) For all periods prior to 2001, net income includes the Company's
discontinued cable and newsprint operations, most notably a $798,719 after-
tax gain from the sale of cable operations in 1999. In 1997, there was also
a $63,000 extraordinary loss related to the early extinguishment of
acquired debt.
(5) For purposes of computing the ratio of earnings to fixed charges, earnings
consist of pretax income (loss) from continuing operations less income
(loss) from equity investments, plus fixed charges, amortization of
capitalized interest, distributed income of equity investees minus
capitalized interest. Fixed charges consist of interest expensed and
capitalized, amortization of premium/discount, and an estimate of the
interest portion of rental expense.
(6) Leverage ratios (total debt/EBITDA) and interest coverage ratios
(EBITDA/interest expense) for the six-month periods have been calculated
using trailing four quarters EBITDA and interest expense.

S-12

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS

Since January 1, 2001, we have managed our business in three segments that
we also refer to as divisions: Publishing, Broadcasting and Interactive Media.
Before 2001, we managed our continuing business in two segments: Publishing and
Broadcasting. The following discussion and analysis speaks to our results on a
consolidated basis and by segment. We manage, and address below, our liquidity
and capital resources on a consolidated basis. This information should be read
in conjunction with the selected financial data contained in "Selected
Consolidated Financial Data" and in conjunction with our audited consolidated
financial statements and our unaudited interim consolidated financial
statements and the accompanying notes, which are incorporated herein by
reference.

Management's Discussion and Analysis of Financial Condition and Results of
Operations for the Three and Six Month Periods Ended July 1, 2001 and June 25,
2000

This discussion addresses the principal factors affecting the Company's
operations during the three and six-month periods ended July 1, 2001 and June
25, 2000 and should be read in conjunction with the unaudited interim
consolidated financial statements contained in the Company's report on Form 10-
Q for the quarter ended July 1, 2001, which is incorporated herein by
reference.

Results of Operations

Second quarter income from continuing operations decreased $9.4 million,
from $17.1 million ($0.70 per share assuming dilution) in the equivalent prior-
year quarter to $7.7 million ($0.33 per share assuming dilution) in the quarter
ended July 1, 2001. This decline was driven by an industry-wide advertising
drought which translated into an approximate 25% drop in both Publishing and
Broadcast profits from last year's second quarter, as well as increases in
interest expense and intangibles amortization of 16.7% and 11.3% due mainly to
the third quarter 2000 acquisition of Thomson. Partially offsetting the impact
of these items, the Company's income from its share of SP Newsprint (SPNC) grew
$8.4 million over the comparable prior-year period, primarily due to higher
newsprint prices as well as increased sales volume, combined with lower
production costs.

During the first six months of 2001, income from continuing operations
decreased $23.3 million from $34.3 million ($1.36 per share assuming dilution)
in the first six months of 2000 to $11 million ($0.48 per share assuming
dilution). Current-year net income contained a one-time pretax gain of $6.1
million, included within the Company's share of The Denver Post's (Denver)
income, resulting from the Denver Rocky Mountain News' payment to Denver to
establish a joint-operating agreement (JOA). Segment profit (as shown in the
notes to our unaudited interim consolidated financial statements), excluding
this gain, fell $26.5 million; the decline was driven by a depressed
advertising environment which resulted in a year-over-year fall of 24% and
14.4% in Publishing and Broadcast profits. These comparative segment profits
include six months of current-year Thomson results and three months of Spartan
results, respectively, which were not present in the prior year. Decreased
Interactive Media results were primarily attributable to planned start-up costs
combined with a $2.3 million write-off of an investment in a technology
company. However, a $15.5 million rise in the Company's share of SPNC results,
from a loss of $0.4 million in the first half of 2000 to income of $15.1
million this year (for reasons similar to those of the current quarter),
partially offset reduced segment profit. Other factors which unfavorably
impacted the Company's bottom line were: a $14.4 million and a $8.6 million
increase in interest expense and intangibles amortization expense (both
predominantly the result of the Thomson and Spartan acquisitions), combined
with an $8.2 million reduction in interest income due to the absence this year
of short-term investments.

Publishing

Operating income for the Publishing Division decreased $9.1 million and
$11.6 million in the second quarter and first half of 2001 from the comparable
2000 periods. Excluding the one-time gain related to the

S-13

formation of the Denver JOA and the contribution from the Thomson properties,
operating income fell $12.3 million and $23.6 million as shown below:

Change in Publishing Division
Year-over-Year Results

Second
Quarter Year-to-date
Favorable Favorable
(Unfavorable) (Unfavorable)
Change Change
------------- -------------
(In millions)

Excluding Thomson:
Revenue decrease.............................. $(9.4) $(12.7)
Operating expense increase.................... (1.9) (8.8)
Denver operating income decrease.............. (1.0) (2.1)
----- ------
(12.3) (23.6)
Adjusted for:
Denver JOA gain (pretax)...................... -- 6.1
Thomson operating income...................... 3.2 5.9
----- ------
Decrease in Publishing operating income..... $(9.1) $(11.6)
===== ======

As illustrated by the following chart and excluding the addition of Thomson,
Classified and Retail advertising revenues were down in both the second quarter
and first half of this year, while Preprint and General revenues were
essentially flat. The downturn in the economy produced a reduction in
advertising spending in virtually all categories of Retail advertising;
Classified advertising fell primarily from weakness in the employment and
automotive categories.

Publishing Segment
Advertising Revenues
by Categories

2nd Quarter ($millions)
----------------------------
Classified Retail Preprints General
---------- ------ --------- -------
2001 Media General Newspapers.......... 40.9 33.6 15.4 8.2
2001 Former Thomson Newspapers......... 2.5 3.8 1.3 0.1
2000 Media General Newspapers.......... 48.3 34.9 16.0 7.9

Six Months YTD ($millions)
----------------------------
Classified Retail Preprints General
---------- ------ --------- -------
2001 Media General Newspapers.......... 85.5 63.8 30.8 15.4
2001 Former Thomson Newspapers......... 4.9 7.2 2.6 0.1
2000 Media General Newspapers.......... 95.4 66.7 32.2 14.9

S-14

Excluding Thomson, Publishing Segment operating expenses increased $1.9
million and $8.8 million in the second quarter and first half of this year over
the equivalent prior-year periods. The most significant factors affecting these
increases in the second quarter and year to date included: a $.8 million and $3
million rise in employee compensation and benefits expense, and a $.9 million
and $2.8 million jump in newsprint expense. Normal salary increases combined
with higher health insurance costs and the Company's increased 401(k) plan
match all contributed to the rise in employee compensation and benefit expense.
Despite a 10% and 8.1% reduction in newsprint consumption in the second quarter
and first half of 2001, an average newsprint price increase of $84 and $86 per
short ton fully accounted for the Division's overall rise in newsprint expense.
Other factors which impacted Division-wide operating costs were increases in
occupancy expense and bad debt expense. Cost-containment initiatives put in
place during the latter part of the first quarter, including hiring freezes on
all but the most essential positions, produced a meaningful slowdown in rising
operating expenses as evidenced by an increase in second quarter operating
expenses of just $1.9 million (almost half of which was due to higher newsprint
prices) compared to first quarter expenses which were up $6.9 million over the
previous year.

Excluding the one-time gain from the formation of the JOA, investment income
earned from the Company's share of Denver decreased $1 million and $2.1 million
in the second quarter and first half of this year. While the establishment of
the JOA has reduced circulation expense and facilitated increased advertising
rates, the decline in Denver's performance was primarily attributable to
continued JOA start-up costs. In the second quarter, a 17% decline in revenues
(due completely to lower classified and retail advertising) combined with a 48%
increase in production cost, was partially offset by a 38% drop in circulation
expense. In the first half of 2001, a 10% reduction in revenues (again due in
full to struggling classified and retail advertising) coupled with a 42%
increase in production expense, was partially offset by a 27% decrease in
circulation expense.

Broadcast

Broadcast operating income declined $5.5 million and $3.9 million in the
second quarter and first half of this year compared to the equivalent periods
of 2000. Because Spartan was not purchased until the second quarter of 2000,
the full-year comparison of Broadcast includes only three months of Spartan's
results in 2000 as opposed to six months of results for the current year. In
the second quarter of 2001, revenues declined $6.8 million while operating
expenses dropped $1.3 million. Excluding Spartan, revenues fell $4.7 million in
the first half of 2001 while operating expenses decreased $1.8 million.

The following chart, which does not show Spartan separately in the second
quarter columns due to its presence in the second quarter of both years,
illustrates the impact that a lethargic advertising environment had on
advertising revenues. While all advertising time sales were down in the
quarter, decreased National advertising (due to weakness in the automotive and
telecommunications categories) dealt the most severe blow to the Division;
Local advertising suffered (due primarily to deterioration in automotive
advertising) despite aggressive local sales strategies which produced increased
revenues at several stations; Political advertising decreased due to the
virtual absence of any significant elections. In the first half of 2001, the
presence of the former Spartan stations was responsible for producing higher
year-over-year divisional Local and National revenues due to the inclusion of
six months of Spartan in current-year results as compared to only three months
in the prior year. Excluding Spartan, National advertising reflected an
industry-wide downturn (due principally to softness in the automotive and
telecommunications categories); Political advertising declined due to the lack
of any significant campaigns; Local advertising was essentially flat.

S-15

Broadcast Segment
Advertising Time Sales
by Categories

2nd Quarter ($millions)
----------------------------
Local National Political
----- -------- ---------
2001 All Stations....................... 40.9 24.8 0.5
2000 All Stations....................... 42.4 29.8 1.2

Six Months YTD ($millions)
----------------------------
Local National Political
----- -------- ---------
2001 Media General Stations............. 50.1 28.1 0.5
2001 Former Spartan Stations............ 26.7 17.6 0.1
2000 Media General Stations............. 50.2 33.1 1.4
2000 Former Spartan Stations............ 15.1 11.8 0.8

* 2000 includes three months of Spartan revenues, while 2001 includes six
months of Spartan revenues.

In the second quarter, operating expenses decreased $1.3 million due
primarily to an 8.4% and 7.4% decline in programming costs and depreciation
expense, respectively. Excluding Spartan, operating expenses declined $1.8
million in the first half of this year as compared to the first six months of
2000. A 7.3% reduction in programming costs combined with a 3.2% decrease in
other production expense, more than offset a 3.8% rise in employee compensation
and benefit costs arising from normal salary adjustments, increased health care
costs and an increased Company 401(k) plan match. The Division benefited from
cost-containment initiatives, including hiring freezes implemented in the
latter portion of the first quarter.

Interactive Media

The first quarter of 2001 marked the formation of the Company's Interactive
Media Division. The Division is comprised of Publishing and Broadcast
interactive operations as well as Media General Financial Services and the
Company's minority investments in external online enterprises. Operating
results for 2000 have been restated to reflect the change in the Company's
reportable segments.

Interactive Media operating results fell $3.5 million from a loss of $.6
million in the second quarter of last year to a $4.1 million loss in the
equivalent period this year; operating results fell $4.9 million from a loss of
$.9 million in the first six months of 2000 to a $5.8 million loss in the first
half of this year. The Division incurred a $2.3 million loss in the second
quarter associated with the write-off of its investment in KOZ.com due to that
company's bankruptcy. Additionally, $.3 million and $.6 million increases in
revenues in the second quarter and first half of the year, respectively, were
not sufficient to offset a $1.1 million and $2.3 million rise

S-16

in operating expenses. Increased revenues were driven by strong Classified
advertising in both the second quarter and first half of the year (primarily
from the Division's Tampa online presence, TBO.com) as well as from solid
outside vendor revenues from Media General Financial Services in the first six
months of 2001. Higher expenses were attributable to expected start-up costs
associated with the development and roll-out of the Division.

In addition to the write-off of KOZ.com, the Division's share of operating
losses from its investments in AdOne and iPipe increased by $.3 million and $.9
million in the current quarter and first half of the year over the equivalent
prior-year periods.

Newsprint Market Prices

Concurrent with the third quarter 2000 sale of Garden State Paper, the
Company entered into a seven-year financial newsprint swap agreement. Under
this agreement, the Company receives a floating price per metric ton ($605 per
metric ton at July 1, 2001) and pays a fixed price of $596 per metric ton.
Currently, a $50 increase or decrease in average newsprint price over the term
of the contract on the overhedged portion would result in income or expense,
respectively, to the Company of approximately $3 million; it would have a
significant effect on the fair value of the hedged portion of the swap contract
recorded on the consolidated balance sheet as well.

Since the beginning of the year, the fair value of the newsprint swap on the
Company's balance sheet has decreased from an asset of $12 million at December
31, 2000, to a liability of $13.8 million at the close of the second quarter
based on forecasted newsprint prices. However, the Company has received cash
payments during the period of approximately $1.2 million. Further erosion of
newsprint prices may result in the Company beginning to make payments under the
swap. See the notes to the consolidated condensed unaudited financial
statements incorporated by reference in this prospectus supplement for more
information on this newsprint swap, the effect on other comprehensive income,
and the adoption of Statement of Financial Accounting Standards No. 133
Accounting for Derivative Instruments and Hedging Activities.

Interest Income and Expense

Interest expense in the second quarter and first six months of 2001
increased $1.8 million and $14.4 million from the equivalent year-ago periods
due to a $209 million and $490 million increase in average debt outstanding,
which was partially mitigated by an approximate 1% decline in the effective
interest rate in both the second quarter and first half of the year. The
Company earned interest income of $8.2 million in the first quarter of 2000
from its investments in predominantly prime-rated commercial paper.

The Company uses interest rate swaps (where it pays a fixed rate and
receives a floating rate) as part of an overall risk management strategy with
the objective of managing interest cost and risk associated with variable
interest rates, primarily short-term changes in LIBOR, not to trade such
instruments for profit or loss. During the first quarter of 2001, the Company
entered into interest rate swap agreements with notional amounts totaling $150
million. At the end of the current quarter, the Company had interest rate swaps
with notional amounts totaling $375 million with maturities ranging from less
than one year to two years. Together, these swaps effectively converted that
portion of the Company's variable rate debt to fixed rate debt at interest
rates approximating 6.8% throughout the second quarter. As of June 29, 2001
(when the Company entered into its new revolving credit facility discussed
below), this interest rate approximated 7.5% due to a higher applicable margin
under the new facility.

Liquidity

Despite a sharp decrease in net income in the first half of 2001, funds
generated by operations (including substantial net collections of accounts
receivable) along with certain other inflows provided: $21.2 million for

S-17

capital expenditures, $9.2 million for payment of debt issuance costs, $7.8
million for payment of dividends to shareholders and $4.6 million for
investments in cost and equity affiliates, as well as $25 million for debt
reduction.

On June 29, 2001, the Company replaced its previous revolving credit
facility (which was established in 1995) with a five-year revolving credit
facility committing a syndicate of banks to lend the Company up to $1 billion.
Additionally, the Company filed a shelf registration subsequent to the close of
the second quarter for the issuance of up to $600 million of public debt. See
the notes to the consolidated condensed unaudited financial statements
incorporated by reference in this prospectus supplement for more information on
the credit facility and shelf registration. The Company believes that it now
possesses a greater degree of financial flexibility to react to opportunities
in the market in the next several years.

The Company anticipates that internally generated funds provided by
operations, together with the new credit facility and potential public
offerings of debt securities, will be more than adequate to finance projected
capital expenditures, dividends to shareholders, and working capital needs
throughout 2001.

Outlook

An industry-wide consensus seems to indicate that a weak advertising
environment will prevail throughout the remainder of 2001. While higher average
year-over-year newsprint prices are expected to hinder the Publishing
Division's results, the Company also anticipates benefiting from increased
income from its investment in SPNC. Additionally, while the Interactive Media
Division expects to produce strong year-over-year revenue growth, the remainder
of 2001 will continue to reflect the expense of establishing and building a
solid foundation for that Division.

Despite the air of ambiguity regarding present economic conditions, the
Company has implemented several initiatives which will further its long-term
goals and provide future value for its shareholders. The Publishing Division
continues to develop regional clusters that will provide significant
operational synergies as well as the benefits of media convergence; the
Broadcast Division has consolidated its national sales representative group
into one coordinated team whose sole focus will be to further enhance the
Division's National sales efforts; and the Interactive Media Division continues
to exploit new revenue sources, including a successful up-sell arrangement for
classified advertising in Tampa that is being rolled out to other locations.

Management's Discussion and Analysis of Financial Condition and Results of
Operations for Fiscal Years 1998, 1999 and 2000

This discussion addresses the principal factors affecting the Company's
operations during the past three years and should be read in conjunction with
the audited consolidated financial statements contained in the Company's report
on Form 10-K for the fiscal year ending December 31, 2000, which is
incorporated herein by reference.

Overview

Over the past several years, the Company has transformed itself into a
leading provider of quality news, information and entertainment services in the
Southeast through a series of strategically targeted acquisitions and
dispositions. By concentrating its newspapers, television stations and online
enterprises in the Southeast, the Company has positioned itself to take
advantage of this region's economic growth while leveraging the power of
multimedia. The Company continues to strengthen its regional presence through
growth and expansion of its existing businesses in their current markets, as
well as by entering into strategic alliances.

S-18

In January 2001 the Company launched its Interactive Media Division which,
as a new segment, will operate in conjunction with the Publishing and Broadcast
Divisions to foster the Company's strategy of convergence by: delivering
information and entertainment through the Company's existing Web sites,
capitalizing on new online growth opportunities, and providing expanded choices
for its advertisers, readers, viewers and users. The Internet represents a
dynamic marketplace that the Company intends to utilize as a medium to
facilitate convergence and combine the strengths of all three of its divisions.

The Company has engaged in a series of acquisitions, exchanges, investments
and dispositions which have significantly increased its penetration of
southeastern households through the Company's chosen media of newspapers,
television stations and, most recently, interactive media. This transition
began in October 1995 with the purchase of four daily newspapers and several
weekly publications in Virginia from Worrell Enterprises, Inc. The expansion
continued with the purchase of Park Communications, Inc., in January 1997,
which was followed by the subsequent sale of several non-southeastern
properties acquired in that transaction. In September of 1997, the Company made
an initial investment in Hoover's, Inc., a leading provider of online financial
information. Further expanding its reach and tightening its focus over the past
three years, the Company's growing southeastern presence has been punctuated by
the following events:

. January 1998, purchase of the Bristol Herald Courier (Bristol, VA).

. June 1998, sale of the Company's Kentucky newspaper properties.

. July 1998, purchase of the Hickory Daily Record (Hickory, NC).

. May 1999, sale of WHOA-TV (Montgomery, AL).

. June 1999, sale of 20% of the common stock of Denver Newspapers, Inc.,
resulting in a $19 million after-tax gain.

. August 1999, initial investment in AdOne, L.L.P., an online database of
classified advertising.

. October 1999, disposition of the Company's Cable operations, resulting
in a $799 million after-tax gain; in June 2000, an additional $8.3
million after-tax gain was recognized due to certain post-closing
adjustments related to the sale.

. March 2000, opening of a new fully digital, state-of-the-art multimedia
center (the News Center) in Tampa bringing together WFLA-TV, The Tampa
Tribune, and TBO.com.

. March 2000, purchase of Spartan Communications, Inc. (Spartan), which
doubled the number of the Company's television stations from 13 to 26.

. April 2000, initial investment in iBlast, a company that will use a
portion of the new digital broadcasting spectrum to send information
directly to business and consumer PC devices.

. July 2000, sale of a small daily newspaper in southeastern Virginia and
a tri-weekly in northeastern North Carolina.

. August 2000, purchase of five daily and two weekly newspapers from
Thomson Newspapers (Thomson) in South Carolina and Alabama.

. August 2000, disposition of Garden State Paper (GSP), resulting in a
$13.8 million after-tax loss.

The aforementioned transactions culminated in the Company's ownership of 25
daily newspapers and nearly 100 other publications, as well as 25 television
stations and one additional station that it operates under a

S-19

local marketing agreement (21 southeastern television stations). Additionally,
the Company has invested approximately $18 million over the past three years in
several technology companies.

In December 1999 the Company initiated a program to repurchase up to $250
million of its Class A common stock. Through December 2000, approximately 4.1
million shares had been repurchased at a cost of $204 million.

The Company's decision to sell GSP was influenced by the trend toward
consolidation within the newsprint industry combined with the significant
capital expenditures which would have been necessary at GSP to remain
competitive in this industry. The Company recorded a loss of $13.8 million (net
of income tax benefit of $6.2 million), which is subject to resolution with the
buyer of certain post-closing income tax matters and other items. The
transaction also included a seven-year, financial fixed-price newsprint swap
agreement. Concurrent with the sale, the Company retired $20 million of 7.125%
municipal revenue bonds.

The Company's decision to sell its Cable operations in 1999 was propelled by
the fast-moving trend toward consolidation within this specialized industry.
The significant size gained by operators of multiple systems provides them with
competitive advantages unavailable to single-system operators. The Company
recorded a gain of $799 million (net of income taxes of $510 million) in 1999;
in the second quarter of 2000, certain final post-closing adjustments related
to this sale resulted in an additional gain of $8.3 million (net of income
taxes of $3.6 million).

The sales of GSP and the Cable operations allow the Company to focus its
resources on the media segments, namely newspapers and television stations,
where it has achieved critical mass in the Southeast, as well as on the
Internet, where geographical distinctions are not as critical. The purchases of
the Spartan stations and certain Thomson newspapers, with their concentrations
of television stations and newspapers in the Southeast, were natural
progressions in the Company's southeastern evolution. The Company continues to
evaluate opportunities to further its strategy in this thriving region.

Results of Operations

Results for both 2000 and 1999 were heavily influenced by several
significant and non-recurring events, including the sales of GSP in 2000, the
Cable operations in 1999, and 20% of the common stock of Denver Newspapers,
Inc. in 1999. Additionally, 2000 included a fifty-third week of results as
compared to fifty-two weeks in 1999 and 1998. Concurrent with the gain on sale
of the Company's Cable operations was an extraordinary charge representing
costs associated with the early redemption of debt. Inclusive of these unique
items, net income for 2000 was $53.7 million ($2.22 per share assuming
dilution).

Fiscal Year
---------------
2000 1999
------ -------
(In millions)

Net income..................................................... $ 53.7 $ 881.3
Adjusted for:
Gain on sale of Cable operations.............................. -- (798.7)
Extraordinary item (debt redemption).......................... -- 1.3
Gain on sale of stock of Denver Newspapers, Inc. ............. -- (18.9)
(Income) loss from discontinued operations.................... 4.3 (5.1)
Loss on sale of Garden State Paper............................ 13.8 --
Gain on Cable sale -- adjustment.............................. (8.3) --
------ -------
Net income as adjusted....................................... $ 63.5 $ 59.9
====== =======

Excluding these unique items, net income rose 6% in 2000 over the prior
year. This rise was principally due to a 77% increase in Broadcast operating
profits, primarily attributable to the solid results (in large part due to
political advertising) posted by the newly acquired Spartan properties.
Publishing Segment results were flat despite the acquisition of the Thomson
properties. Strong Broadcast results more than offset a 55% rise in

S-20

acquisition-related intangibles amortization expense, as well as a 19% increase
in Corporate expense due to the expanded resources necessary to support the
Company's broadened operations, as well as to an additional week of expenses in
the current year. The significant growth of the Company over the past several
years, combined with the need for more timely dissemination and retrieval of
information have, in particular, necessitated these infrastructure investments.
Earnings per share assuming dilution, excluding the items in the previous
chart, increased 18% to $2.63 per share from $2.23 per share. This seemingly
disproportionate percentage increase in EPS as compared to net income is
primarily accounted for by the Company's stock repurchase program, which
lowered average shares outstanding by 2.7 million shares, just over 10%.

Comparative results for 1999 were also meaningfully influenced by the
unusual items highlighted in the previous chart; net income was $881.3 million
($33.25 per share, or $32.78 per share -- assuming dilution). Excluding these
one-time items, net income rose 25% on the strength of a solid year-over-year
performance within the Publishing Segment (up 11%), a 26% decline in interest
expense due to decreased debt, and $9.4 million of interest income attributable
to the investment of proceeds derived from the Cable sale. Together, these more
than offset an 11% decrease in Broadcast Segment profits and a 50% decline in
the Company's share of income from its investment in SPNC as the average
realized newsprint selling price declined $71 per ton. Earnings per share
assuming dilution, excluding the previously discussed items, increased 25% from
$1.78 per share to $2.23 per share, paralleling the rise in net income.

Publishing

Operating income for the Publishing Segment remained relatively flat in
2000, decreasing less than $1 million from 1999. Excluding the recently
acquired Thomson properties, which contributed $5.7 million of operating income
in 2000, revenues increased $26.1 million but were more than offset by a $32.6
million rise in operating expenses. The chart below illustrates improved
revenues in all advertising categories over a three-year period, with the
exception of lackluster retail advertising revenues in 1999 (due to reduced
grocery and department store advertising).

Classified revenues showed the largest increase on the strength of
automotive advertising; General advertising was up due to strong
telecommunications advertising in 2000 and robust automotive advertising in
1999. In recent years, Preprints (advertiser supplements inserted into a
newspaper) have taken on a role of greater importance in newspaper advertising;
to help illustrate this distinction, Preprint revenues have been differentiated
from Run of Press (ROP) revenues in the accompanying chart.

Publishing Segment
Advertising Revenues
by Category
---------------------------
Retail Classified General
------ ---------- -------
2000 ROP.................................. 149.4 187.1 32.1
Preprints................................. 59.6 3.5 6.1
1999 ROP.................................. 141.4 171.4 26.6
Preprints................................. 54.0 2.3 5.7
1998 ROP.................................. 149.2 164.5 19.7
Preprints................................. 51.4 1.8 5.5

S-21

Excluding the Thomson properties, Publishing Segment operating expenses rose
significantly due to a combination of factors. Employee compensation and
benefit expense increased $12.6 million in 2000 as a result of salary increases
combined with staffing new positions principally for online operations.
Newsprint expense rose $5.4 million due to increased consumption, coupled with
higher average cost per ton. Finally, other operating costs were up due to
higher circulation, marketing and promotion, and occupancy costs. The Tampa
Tribune incurred additional expense and rental costs related to moving its
newsroom to the News Center, which also houses WFLA-TV and the Company's area
online presence, TBO.com.

Operating income for the Publishing Segment increased $14.6 million (11%) in
1999 over the comparable 1998 amount; $3.5 million of this increase was
contributed by properties acquired or disposed of in those years. Excluding
acquisitions and dispositions, this robust performance was driven by an $11.8
million rise in revenues combined with a $3.2 million decrease in operating
expenses. This year-over-year revenue gain was the result of a strong
performance in classified and general advertising (both led by the automotive
category), which more than offset soft retail advertising revenues (down in the
grocery and department store categories). Newsprint expense decreased 14% in
1999 from the prior year as a result of lower cost per ton, but was partially
offset by a 2% increase in employee compensation and benefits expense due to
enhanced employee benefit offerings.

In June 1999 the Company completed the sale of 20% of the outstanding common
stock of Denver Newspapers, Inc.; the Company retained a 20% ownership in the
common stock of Denver Newspapers, Inc. Investment income earned from that
affiliate fell from a $3.2 million profit in 1998 to a $.4 million loss in 1999
and slid further to a $.9 million loss in 2000. These comparisons reflect the
Company's 40% ownership in 1998, versus its 20% ownership beginning June 30,
1999. This pattern of reduced income was primarily attributable to increased
circulation and newsprint expenses, which were only partially mitigated by a
rise in advertising revenues; increased expenses resulted from higher average
newsprint cost combined with elevated circulation expense in the intensely
competitive Colorado market. Effective in January 2001, The Denver Post and the
Denver Rocky Mountain News entered into a joint-operating agreement under which
the competing newspapers combined their advertising, circulation and production
operations, while maintaining separate newsrooms. This arrangement is expected
to be beneficial to both newspapers and return The Denver Post to profitability
in 2001.

Broadcast

Broadcast operating income rose $28.6 million in 2000; $25 million of this
increase was due to the addition in the second quarter of the Spartan
properties. Excluding Spartan, revenues rose a solid $13.9 million, while
operating expenses increased $10.3 million.

Broadcast Segment
Advertising Time Sales
by Category
----------------------------
Local National Political
----- -------- ---------
2000 Media General Stations............... 102.0 63.1 12.2
2000 Former Spartan Stations.............. 43.9 32.8 6.3
1999 Media General Stations............... 98.3 61.3 2.7
1998 Media General Stations............... 91.0 61.6 10.3

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The previous chart illustrates improved time sales in all advertising
categories, with the exception of Political advertising during 1999's off-
election year. In 2000, Political advertising posted a very strong year-over-
year revenue increase as a result of the hotly contested presidential and
congressional elections; National revenues rose on the strength of the
automotive advertising category; and Local advertising improved due to vigor in
the telecommunications and services categories. Excluding Spartan, the small to
mid-size stations posted nearly 50% of this total advertising revenue increase
in 2000, while the Company's largest station, WFLA in Tampa, was responsible
for the remainder.

Excluding Spartan, employee compensation and benefit expense rose 6.5% due
to normal salary and benefit cost adjustments, while programming costs
increased 4.5% as a result of enhanced programming. The Company's Tampa station
was responsible for a large portion of these increased operating expenses for
the reasons mentioned above as well as higher occupancy costs as WFLA moved
into the News Center early in 2000. The segment has begun to reap the benefits
of the investment made in previous years in its small to mid-market stations to
invigorate their performance. In 2000, these stations combined to produce,
collectively, an 18% year-over-year increase in operating profits.

Broadcast operating income decreased $4.7 million in 1999, down 11% from
1998. This decline was driven by a $1.9 million drop in revenues combined with
a $2.8 million increase in operating expenses. Throughout the industry,
advertising spending was severely affected in 1999 by the lack of political
activity and the absence of advertising associated with an Olympic year. The
Company's largest station, WFLA in Tampa, bore the brunt of the impact from
this lack of political spending, while simultaneously suffering from a
generally weak national advertising market. WFLA's 23% decline in operating
profits in 1999 more than accounted for the entire segment's shortfall from the
prior year's level. An overall increase in operating expense at the Company's
remaining stations was more than offset by a corresponding rise in revenues
produced by these stations. Higher 1999 expense levels ensued as a result of
improved programming and higher employee compensation and benefits expense, as
the Company continued to invest in its smaller stations in an effort to improve
their audience shares. Excluding WFLA, the Company's remaining stations posted
a combined 1% increase in operating profits despite the challenges posed by the
combination of 1999 being an off-election and non-Olympic year.

Intangibles Amortization Expense

Intangibles amortization expense increased $18.5 million in 2000 from the
prior-year equivalent period as a result of the purchases of Spartan and
Thomson. The components which comprise intangibles amortization expense are as
follows:

Intangibles Amortization
----------------------------------------------------------------------
Excess of Cost
Other Intangibles Network Affiliations FCC Licenses over Fair Value
----------------- -------------------- ------------ ---------------
2000.... 11.8 4.7 13.6 22.5
1999.... 7.8 2.3 6.6 17.4
1998.... 7.8 2.3 6.6 17.5

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Interest Income and Expense

Interest expense in 2000 and 1999 decreased $2.5 million and $16 million,
respectively, from the prior-year equivalent periods due primarily to a $56
million and a $240 million reduction in average debt outstanding. These debt
reductions were effected when a portion of the proceeds from the October 1999
sale of the Company's Cable operations was used to repay all bank debt then
outstanding and to terminate the associated interest rate swaps. In 2000, the
second quarter purchase of Spartan and the third quarter purchase of the
Thomson properties increased the Company's debt; however, average debt
outstanding still remained appreciably lower than prior-year levels. The
effective interest rate rose from just over 7% in 1998 and 1999 to
approximately 7.5% in 2000.

In October 1999, the Company invested the remaining proceeds from the Cable
sale of approximately $665 million in prime-rated commercial paper and earned
interest income of $8.2 million in the first quarter of 2000 and $9.4 million
in the fourth quarter of 1999 on these investments.

Concurrent with the Spartan acquisition, the Company entered into several
new interest rate swap agreements as part of an overall risk management
strategy. The objective is to manage interest cost and risk associated with
variable interest rates, primarily short-term changes in LIBOR, not to trade
such instruments for profit or loss. These interest rate swaps total $300
million in notional amount with maturities that range from less than one year
to three years; they effectively convert that portion of the Company's variable
rate debt to fixed rate debt with a weighted average interest rate
approximating 7.4%. If short-term interest rates were to be either higher or
lower by one percentage point throughout 2001 and the Company's interest rate
swap agreements and long-term debt levels were consistent with 2000, the
Company's interest expense and income before taxes would change by
approximately $3 million. This amount is determined by considering the impact
of the hypothetical interest rates on the Company's borrowing cost, short-term
investment balances, and interest rate swap agreements.

Income Taxes

The Company's effective tax rate on income from continuing operations was
approximately 38%, 39% and 36% in 2000, 1999 and 1998. The slight dip in 2000's
effective tax rate was primarily due to a lower effective state tax rate
precipitated by a reorganization of corporate entities following recent
acquisitions and dispositions. The lower 1998 effective tax rate was primarily
the result of a favorable settlement of a state tax examination.

Liquidity

The proceeds from the maturity of short-term investments, from the sale of
GSP, and from the post-closing settlement related to the Cable disposition,
together with cash on hand and funds generated from operations and financing
activities, combined to provide funds for several large transactions during
2000. The most significant of these were: approximately $610 million for the
purchase of Spartan, approximately $532 million of federal and state tax
payments (the majority of which were attributable to the gain on the October
1999 sale of the Company's Cable operations), approximately $238 million for
the purchase of the Thomson properties, and in excess of $192 million of
current-year stock repurchases. These funds also supplied $43 million for
capital expenditures, approximately $9 million for the purchase of a group of
small weekly newspapers in southwestern Virginia, and $15.3 million for the
payment of dividends to shareholders.

In order to comply with FCC regulations and to remain competitive within the
broadcast industry, the Company presently expects to invest approximately $50
million over the next two years implementing the transition to digital
broadcasting. Additionally, the Company anticipates increases in other capital
expenditures in 2001 over the prior year, due in large part to the construction
of a new station in Charleston for WCBD-TV, remodeling several other
facilities, and the investment necessary to launch the new Interactive Media
Division. The Company expects income from continuing operations to be
sufficient to fully utilize, over the next several years, net operating losses
acquired from Spartan. The Company anticipates that internally generated funds
provided by operations, together with existing credit facilities, will be more
than adequate to finance projected capital expenditures, dividends to
shareholders and 2001 working capital needs, as well as other initiatives.

S-24

ABOUT MEDIA GENERAL

Overview

We are an independent, publicly owned communications company operating in
three segments or divisions: Publishing, Broadcasting and Interactive Media. We
have interests in 25 daily newspapers, nearly 100 weekly and other periodicals,
26 network-affiliated television stations, in excess of 50 internal online
enterprises and various other diversified information services that are
primarily concentrated in the southeastern United States. We began operations
in 1850 and have operated in several of our markets for over 50 years. We
currently broadcast to more than 30% of the households in the Southeast, reach
more than one million readers weekly through our publications and have
developed or are planning to develop local Web sites in targeted markets. The
combination of our media assets makes us one of the leading providers of
quality news, information and entertainment in the Southeast.

Through a series of targeted acquisitions and dispositions over the past
several years, we have achieved significant growth and have developed a core
group of quality properties. From 1995 to present, our publishing properties
have grown from three daily newspapers to 25, and our broadcast interests have
grown from three television stations to 26. Our newspaper portfolio currently
includes well-known papers, such as The Tampa Tribune, the Richmond Times-
Dispatch and the Winston-Salem Journal. As of May 2001, our television stations
were ranked first by Nielsen in eight of our 21 markets and second in seven of
our 21 markets.

Business Strategy

Set forth below are the principal components of our business strategy.

Enhancement of Our Franchise in the Southeast

We plan to continue to promote our brands locally, regionally and nationally
in order to enhance our reputation as a leading source of news, information and
entertainment in the Southeast. According to Demographics.com, the Southeast is
currently the fastest growing region in the United States, with an expected

S-25

population and median household income growth of 5.4% and 5.1%, respectively,
from 2000 to 2005 compared to the U.S. average of 4.2% and 4.8%, respectively.
In addition, five of the states that we currently operate in had a population
growth greater than 14.0% over the past decade, with Georgia, Florida and North
Carolina each increasing more than 21.0%, based on the latest census data
released in April 2001.

(% Projected Growth: 2000-2005)
-----------------------------------------
Median Average
Household Household
Markets Population Households Income Income
------- ---------- ---------- --------- ---------

Southeast............................. 5.4% 7.2% 5.1% 3.9%
United States......................... 4.2% 6.0% 4.8% 3.5%

--------
Source: Demographics.com

We believe these growth characteristics will motivate advertisers to
continue to focus resources in this region and that our concentrated position
in the Southeast markets will give us an advantage over our competitors in
attracting these advertisers.

Clustering of Assets

The close geographical proximity of our various operating units enables us
to share resources and management expertise throughout each of our divisions
and, we believe, has afforded us significant advantages over our competitors in
these markets. We have created numerous regional clusters throughout the
Southeast that have given us various operational synergies and organizational
efficiencies. For example, in our Florida cluster, both the Highlands Today and
Hernando Today newspapers are printed at the production facility of The Tampa
Tribune. In addition, we have centralized the traffic operations in Tampa for
all of our broadcast stations and have not only lowered the cost of providing
this service, but have increased the revenues associated with it as a result of
improved inventory management techniques and timely rate adjustments.

This clustering strategy has also allowed us to cross-sell our products over
multiple properties and consolidate some of the advertising functions in our
markets. For example, in our Florida and North Carolina publishing properties,
we have organized our sales force around a regional sales model so that the
publications in these two regions can now be a single buy for advertisers. We
are cross-selling classified advertising between our publications in these
markets. We have consolidated our national sales force for our broadcasting
stations so that we now have two national sales teams completely dedicated to
Media General. This reorganization has allowed us to provide a more
concentrated focus on our national sales effort and has lowered our effective
commission rates.

We plan to continue to selectively target acquisitions and dispositions
intended to strengthen our existing clusters and provide operational synergies
to allow us to capitalize on our market expertise, reduce costs and enhance
existing relationships with local and national advertisers.

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[MAP APPEARS HERE]

Focus on Media Convergence

Our goal is to operate multiple forms of media in as many of our markets as
possible to the extent regulation permits. We have organized our business
structure to enable our three operating divisions to work together more
effectively and create an enterprise that is fully integrated. The convergence
of our three divisions will enable sharing of information, ideas, costs and
other resources that we believe will result in significant operational
advantages over our competitors. We believe convergence allows us to cover
major stories and events more effectively than our competitors through the
cooperative efforts of each news medium. Each division produces content in its
own unique style; however the information used for these stories is collected
in collaboration with the other two, adapted and then presented in the most
effective way possible. The content is then available in print first thing in
the morning, on television throughout the day and continuously over the
Internet through a computer, cell phone, pager, or other device. This approach
utilizes the natural advantages of immediacy for electronic delivery and in-
depth coverage of print media. As a result of these efforts, we believe we have
been able to strengthen our journalistic capabilities, broaden our brand names
and expand our reach in the markets where we can leverage the benefits of
convergence. Moreover, the efficiencies created by sharing information among
our divisions provides potentially significant cost savings and other
operational efficiencies over our competitors.

Our convergence concept can be seen in Tampa, Florida, where the News
Center, which opened in March 2000, houses The Tampa Tribune, WFLA and TBO.com
together under one roof. The level of cooperation among these three media
outlets has allowed us to significantly reduce overhead costs and has resulted
in improved coverage of the Tampa Bay region and increased advertising revenues
for all three partners. For example, multimedia sales in Tampa were $1.5
million in the fourth quarter of 2000 and increased to

S-27

approximately $3 million in the first quarter of 2001, with half of the
increase being generated from new advertisers. We have begun to duplicate this
effort in several of our markets as shown below:

# of # of
Converged Markets TV Stations Newspapers Web Site
----------------- ----------- ---------- ---------------------------

Tampa, FL............... 1 2 www.TBO.com
Bristol, Kingsport &
Johnson City, TN....... 1 1 www.tri-cities-news.com
Florence & Myrtle Beach,
SC..................... 1 1 www.florencemyrtlebeach.com
Northern Florida &
Southern Alabama....... 1 3 www.wmbb.com
Opelika/Auburn, AL &
Columbus, GA........... 1 1 www.oanow.com
Lynchburg & Roanoke,
VA..................... 1 1 www.gatewayva.com

Emphasis on Development and Delivery of Quality Content

We seek to increase the readership and viewership of our properties by
continuing to develop accurate, relevant, timely, interactive and quality
content and delivering that content to suit our audience's preferences. We
believe that our continued efforts to better understand our target markets and
customers will help us in providing our customers with the most timely and
relevant information possible. In addition, we feel that our commitment to the
quality of our content will continue to attract viewers and readers to our
properties, which in turn will help us prolong beneficial relationships with
advertisers and provide them with diversified advertising opportunities.

Our Business

We operate our business in three segments or divisions: Publishing,
Broadcasting and Interactive Media, each of which is described below.

Publishing

As of July 1, 2001, we owned 25 daily newspapers in Virginia, North
Carolina, Florida, Alabama and South Carolina, as well as nearly 100 weeklies
and other periodicals and a 20 percent interest in The Denver Post. Through
internal growth and strategic acquisitions over the past several years, based
on published industry data for 2000, we are one of the top ten publicly held
publishing companies in the United States based on both daily circulation and
revenues. Moreover, we have achieved the number three position in circulation
in the Southeast, with our publications reaching over one million households
across the Southeast every week. Our holdings include The Tampa Tribune, the
Richmond Times-Dispatch, the Winston-Salem Journal and other publishing sites
throughout the Southeast.

Publications. The following table sets forth the combined paid average
circulation for our top ten newspapers as of July 1, 2001:

Circulation
---------------
Newspaper Location Daily Sunday
--------- ---------------------- ------- -------

The Tampa Tribune..................... Tampa, FL 225,398 303,774
Richmond Times-Dispatch............... Richmond, VA 191,771 229,838
Winston-Salem Journal................. Winston-Salem, NC 85,574 96,416
Bristol Herald Courier................ Bristol, VA 41,609 43,120
The News & Advance.................... Lynchburg, VA 38,026 42,878
The Dothan Eagle...................... Dothan, AL 35,480 36,761
Morning News.......................... Florence, SC 33,543 35,220
The Daily Progress.................... Charlottesville, VA 30,383 34,524
Danville Register & Bee............... Danville, VA 22,493 25,593
Independent Tribune................... Concord/Kannapolis, NC 20,992 22,861

S-28

In addition to our daily newspapers, weeklies and periodicals, we also
provide other publishing services, such as regional news, features, editorials,
cartoons, graphics, fashion coverage, sports, reports from the Media General
Washington Bureau, self-syndicated content and specialty pages, through the
following operations:

Richmond, VA.............. Media General Newsbank:
. Proprietary shared-content network
. More than 50,000 stories, graphics and
photos have been exchanged
. More than 1,000 Newsbank items published
each month

North Carolina............ Media General Syndication Services:
. Star Watch
. Spotlight
. Mature Times
. LapbyLap
. Frontiers

Washington, D.C. ......... Media General News Service:
. a full service news bureau covering the
nation's capitol
. develops stories for publication in Media
General newspapers

Sources of Revenue. Our Publishing Division derives its revenues almost
entirely from advertising and circulation. For the year ended December 31,
2000, advertising accounts for 82% of our publishing revenue, while circulation
revenue accounts for 16%. Our advertising revenues are generated primarily
through classified (33%), retail (27%), preprints (12%) and general national
advertising (6%). The following chart illustrates the Publishing Division's
revenue mix for the year ended December 31, 2000 on a pro forma basis taking
into account the Thomson acquisition as if it had occurred on January 1, 2000:

Publishing Division Pro Forma Revenue Mix

Classified 33%
Retail 27%
Circulation 16%
Preprints 12%
Other Advertising 4%
Printing & Distribution 1%
Other 1%

All of our newspapers compete for circulation and advertising with other
newspapers published both nationally and locally in nearby cities and towns. We
also compete for advertising with magazines, radio, broadcast and cable
television, the Internet, direct mail, the Yellow Pages and other promotional
media. All of our newspapers compete for circulation principally on the basis
of content, quality of service and price.

Sales and Marketing. The sales and marketing structure varies from market
to market. All of our newspapers employ internally trained sales
representatives; Richmond and Tampa use a national advertising firm in addition
to internal sales representatives. A sales representative generally is
responsible for 100 to 200

S-29

accounts with 30 to 60 of them being active advertisers on a monthly basis. Our
smaller newspapers generally have an advertising staff of 6 to 12
representatives, whereas the larger newspapers typically have 100 to 200 sales
representatives. While the percentages and base pay vary across markets, all
salespeople are paid with some form of commission.

Newsprint. The primary raw material used in our publishing operations is
newsprint, which is purchased at market prices from various Canadian and United
States sources, including SP Newsprint Company (SPNC), a company in which we
own a one-third equity interest. SPNC has mills in Dublin, Georgia and Newberg,
Oregon that produce a combined annual capacity of 970,000 short tons. When this
output is compared to our publishing operations, which consumed approximately
143,000 short tons of newsprint in 2000, we are a net supplier of newsprint.
Newsprint prices can be volatile. However, we have effectively hedged our
newsprint price risk through our equity ownership in SPNC. For example, a $1
increase in newsprint prices actually benefits the Company by approximately
$100,000 in net income, all other things being equal.

In order to facilitate the sale of Garden State Paper to Enron North America
in the third quarter of 2000, we entered into a newsprint swap with Enron. The
swap settles on a net basis monthly "paying" a fixed price of $596 per metric
ton and "receiving" a variable price (the June 2001 month end price was $605)
on 11,904 tons. The agreement runs for seven years and expires in September
2007.

S-30

Broadcasting

Our Broadcast Division owns and operates 25 network-affiliated television
stations and operates one additional station; stations are located primarily in
the Southeast region of the United States. The stations reach more than 30
percent of the television households in the Southeast and nearly 8 percent of
those in the United States. As shown in the table below, our stations are
currently ranked first by Nielsen in eight of our 21 markets and second in
seven of our 21 markets.

Television Stations. Our broadcast interests have grown from three
television stations in 1995 to 26 stations in 2001 and, as of July 1, 2001,
consist of 16 CBS stations, five NBC stations, three ABC stations, one WB
station and one UPN station. The most recent addition was the March 2000
purchase of Spartan Communications, Inc., which doubled the number of our
television stations from 13 to 26. The following table sets forth certain
information on each of these stations:

Market Network Station Audience
Market Rank(a) Station Affiliation Rank(a) Share(a)
------ ------- ------- ----------- ------- --------

Tampa, FL....................... 14 WFLA NBC 1 12%
Spartanburg, SC................. 35 WSPA CBS 1 17%
35 WNEG CBS (b) (b)
35 WASV UPN 5(c) 2%
Birmingham, AL.................. 39 WIAT CBS 4 7%
Jacksonville, FL................ 53 WJWB WB 3(d) 6%
Mobile, AL...................... 62 WKRG CBS 1 15%
Wichita, KS..................... 65 KWCH CBS 1 18%
65 KBSD CBS (b) (b)
65 KBSH CBS (b) (b)
65 KBSL CBS (b) (b)
Lexington, KY................... 66 WTVQ ABC 3 10%
Roanoke, VA..................... 68 WSLS NBC 3 12%
Chattanooga, TN................. 86 WDEF CBS 3 12%
Jackson, MS..................... 88 WJTV CBS 2 16%
Johnson City, TN................ 93 WJHL CBS 2 16%
Savannah, GA.................... 100 WSAV NBC 2 10%
Charleston, SC.................. 103 WCBD NBC 2 17%
Greenville, NC.................. 106 WNCT CBS 1 17%
Augusta, GA..................... 113 WJBF ABC 1(d) 17%
Florence, SC.................... 114 WBTW CBS 1 24%
Columbus, GA.................... 128 WRBL CBS 2 13%
Mason City, IA.................. 153 KIMT CBS 3(d) 17%
Panama City, FL................. 158 WMBB ABC 2 15%
Hattiesburg, MS................. 167 WHLT CBS 2 8%
Alexandria, LA.................. 178 KALB NBC 1 27%

--------
(a) Source: May 2001 Nielsen Rating Books Sign on to Sign off--6 a.m.-2 a.m.
household share
(b) Satellite station
(c) Station is operated under a local marketing agreement (LMA)
(d) Station listed is tied for Nielson rank noted in that market

S-31

Sources of Revenue. The primary source of revenues for our television
stations is the sale of commercial spots to national and local advertisers.
Since each of the stations is network-affiliated, additional revenue is derived
from the network programming carried by each. In 2000, approximately 83% of
broadcasting revenue resulted from sales to national and local advertisers. The
revenue generated from network programming comprised 4.7% of our broadcasting
revenue in 2000. The following chart illustrates the Broadcast Division's
advertising revenue mix for the year ended December 31, 2000 on a pro forma
basis taking into account the Spartan acquisition as if it had occurred on
January 1, 2000:

Broadcast Division Pro Forma Advertising Revenue Mix

Local 59%
National 37%
Political 4%

Our television stations are in competition for audience and advertising
revenues with other television and radio stations, cable television systems,
magazines, newspapers, the Internet and other promotional media. A number of
cable television systems and direct-to-home satellite companies, which operate
generally on a subscriber payment basis, exist in our 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, market share and
performance.

Sales and Marketing. Our broadcasting stations in the larger markets
(Tampa, Spartanburg, Birmingham and Jacksonville) have a three-tier sales
management structure, which includes a General Sales Manager, a National Sales
Manager and a Local Sales Manager, as well as a Research Director. Beneath this
structure are 6 to 12 account executives, depending on the size of the market,
who generate approximately 60% of the stations' total time sales. The account
executives are responsible for increasing revenue on existing accounts as well
as developing business from new advertisers. In addition, the Division has an
outside national advertising representative firm, whose sales representatives
are exclusive to Media General.

Digital Television. The television broadcast industry presently is
implementing the transition from analog to digital technology in accordance
with a mandated conversion timetable established by the FCC. Our Tampa and
Spartanburg/Greenville television stations have begun digital broadcasting,
while our other television stations must begin digital service by May 1, 2002.
Initially, we plan to convert our stations to low power digital and later will
convert all stations to full power by the FCC deadline (currently 2006).

Interactive Media

Our Interactive Media Division began operations on January 1, 2001 and is
the foundation of our efforts to fully incorporate Internet technologies into
our business strategies. The Division intends to build on the strengths of our
newspapers, television stations and financial databases to create and operate
online enterprises. The Division is comprised of our internal interactive
enterprises and manages our strategic Internet investments, which include
AdOne, L.L.P. (an online database of classified advertising), and several other
Internet-related ventures. Currently, the most significant component of this
division is Media General Financial Services, Inc., a major content provider to
websites such as Quicken.com, Excite.com, Microsoft Money, Dow Jones, Thomson
and Hoover's.

S-32

Among the online enterprises included in the Division are each of our daily
newspaper and television station Web sites that feature content from our
published products or our television programs. The Division is currently
transitioning our existing Web sites to a platform that will no longer allow
random browsing and instead will require users to register before entering a
site. Our plan is to establish a relationship that will eventually migrate to a
subscription model for users accessing content. Initially, online revenues will
be derived primarily from advertising, which range from static banner ads to
interactive advertising and targeted ad campaigns. Working in conjunction with
the Publishing Division, the Interactive Media Division expects to generate
additional revenues from classified advertisements placed on our Web sites. The
Interactive Media Division will act as the catalyst in our convergence efforts,
which can best be seen at TBO.com, where content from both The Tampa Tribune
and WFLA-TV is leveraged to create a comprehensive online news and information
service in the Tampa metropolitan area.

Our online enterprises compete for advertising and users with newspapers,
magazines, radio, broadcast and cable television, other Web sites and other
promotional media. These sites compete for users principally on the basis of
depth of content and ease of use, and for advertisers primarily on the strength
of technology to deliver advertisements and the quality of that delivery.

Regulation of Broadcasting

The FCC regulates television broadcast stations pursuant to the
Communications Act which provides for the operation of television broadcast
stations only according to a license issued by the FCC upon a finding that the
grant of the license would serve the public interest, convenience and
necessity. The Communications Act empowers the FCC, among other things, to
determine the frequencies, location and power of broadcast stations, to issue,
modify, renew and revoke station licenses, to approve the assignment or
transfer of control of broadcast licenses, to regulate the equipment used by
stations, to impose fees for processing applications, to impose penalties for
violations of the Communications Act or the FCC Rules, and to conduct auctions
to determine the licensee for new television channel allotments. The FCC may
revoke licenses for, among other things, false statements made to the FCC or
willful or repeated violations of the Communications Act or of FCC Rules.
Legislation has been introduced from time to time to amend the Communications
Act in various respects and the FCC from time to time considers new regulations
or amendments to its existing rules.

The following is a brief summary of certain provisions of the Communications
Act and FCC Rules currently under FCC, judicial, and/or congressional review.
Reference should be made to the Communications Act and FCC Rules for further
information on FCC regulation of television broadcast stations.

Ownership Attribution. The FCC's multiple ownership rules may limit the
permissible acquisitions and investments that the Company may make or the
permissible investments that others may make in the Company. In January 2001,
the FCC further modified the multiple ownership and attribution rules earlier
modified in its 1999 orders. In the January 2001 reconsideration orders, the
FCC eliminated its "single majority shareholder" exception to its attribution
rules prospectively, but will continue to apply the exception to interests held
before December 14, 2000. Under that exception, the FCC generally has not
treated any minority voting shareholder as attributable if one person or entity
(such as Mr. Bryan in the case of the Company) controlled the licensee through
control over more than 50% of the combined voting power of the common stock of
the broadcasting corporation. Under the FCC's new rule, a person who acquired a
minority voting interest in a broadcasting corporation before December 14,
2000, will continue to have that interest treated as non-attributable for
purposes of the FCC's ownership rules so long as a majority shareholder
continues to hold more than 50% of the combined voting power of the broadcast
corporation. In March 2001, the United States Court of Appeals for the D.C.
Circuit reversed and remanded a decision by the FCC to eliminate the single
majority stockholders exemption as it applies to the ownership of cable
systems. Several entities have sought reconsideration of the FCC's elimination
of the single majority stockholder exemption for broadcast ownership interests
based upon the decision of the Court of Appeals. We cannot predict at this time
how the court's decision will affect the FCC's exemption as it applies to
broadcast stations generally or to us specifically.

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Under its "equity-debt-plus" rules, the FCC now treats certain combinations
of debt and equity interests as attributable if they exceed in the aggregate
33% of the entity's total assets, even where the interests standing alone would
be non-attributable. Non-conforming interests acquired before November 7, 1996,
are permanently grandfathered for purposes of the equity-debt-plus rules and
thus do not constitute attributable ownership interests.

Television National Ownership Rule. Under the Communications Act, no
individual or entity may have an attributable interest in television stations
reaching more than 35% of the national television viewing audience. The FCC
applies a 50% discount for purposes of calculating a UHF station's audience
reach. The FCC counts the audience in each market only once. Both Fox
Television Stations, Inc. and Viacom Inc. have filed appeals with the U.S.
Court of Appeals for the D.C. Circuit seeking elimination of or an increase in
the 35% national cap. Both of these appeals currently remain pending.

Television Duopoly Rule. The FCC's TV duopoly rule permits parties to own
two TV stations without regard to signal contour overlap if each of the
stations is located in a separate market referred to as designated market area
(DMA). Parties in larger DMAs may own two television stations in the same DMA
so long as (a) at least eight independently owned and operating full-power
commercial and non-commercial television stations remain in the market at the
time of acquisition and (b) at least one of the two stations is not among the
four top-ranked stations in the market based on audience share. Without regard
to numbers of remaining or independently owned TV stations, the FCC permits
television duopolies within the same DMA so long as the stations' Grade B
service contours do not overlap. Satellite stations that the FCC has authorized
to rebroadcast the programming of a "parent" station will continue to be exempt
from the duopoly rule if located in the same DMA as the "parent" station. The
FCC may grant a waiver of the TV duopoly rule if one of the two television
stations is a "failed" or "failing" station or the proposed transaction would
result in the construction of a new television station. In February 2001,
Sinclair Broadcast Group, Inc. filed an appeal with the U.S. Court of Appeals
for the D.C. Circuit challenging the constitutionality of the duopoly rule's
eight-station test which remains pending.

The FCC's attribution and TV duopoly rules apply to same-market local
marketing agreements involving more than 15% of the brokered station's program
time. Local marketing agreements in effect on August 5, 1999, are exempt from
the TV duopoly rule for a limited period of time, either two years (until
August 5, 2001) or until the FCC completes its 2004 biennial review, depending
on the date of the adoption of the local marketing agreement.

Broadcast/Daily Newspaper Cross-Ownership Rule. The FCC Rules prohibit the
common ownership of a radio or television broadcast station and a daily
newspaper of general circulation in the same market. Under current policy, the
FCC will grant a permanent waiver of the broadcast/newspaper cross-ownership
rule only in those circumstances in which the effects of applying the rule
would be "unduly harsh" (that is, the newspaper is unable to sell the commonly
owned station, the sale would be at an artificially depressed price, or the
local community could not support the newspaper and broadcast station as
separately owned). The FCC has pending a notice of inquiry requesting comment
on possible changes to its policy for waiving the rule.

Digital Television Matters. The FCC has adopted rules for implementing
digital television in the United States. Implementation of DTV service is
intended to improve the technical quality of television broadcasts. In
anticipation of the implementation of DTV operations, the FCC has adopted
technical DTV standards and other rules necessary to protect the public
interest. Each existing television station was allotted a second channel for
its DTV operations. Each station must return one of its two channels at the end
of the DTV transition period currently scheduled to end in 2006. The transition
period could be extended in certain areas depending generally on the level of
DTV market penetration.

The FCC also has commenced a proceeding to consider additional public
interest obligations for television stations as they transition to digital
broadcast television operation. The FCC is considering various proposals that
would require DTV stations to use digital technology to increase program
diversity, political discourse,

S-34

access for disabled viewers and emergency warnings and relief. If these
proposals are adopted, the Company's stations may be required to increase their
current level of public interest programming which generally does not generate
as much revenue from commercial advertisers.

In an ongoing rule making proceeding, the FCC is seeking to develop rules to
govern the obligations of cable television systems for mandatory carriage of
local television stations for obtaining retransmission consent during and
following the transition from analog to digital television broadcasting. In an
initial order in the proceeding, the FCC tentatively concluded that the
licensee of a television broadcaster station would not be entitled to mandatory
carriage of both the station's analog signal and its digital signal, and would
not be entitled to mandatory carriage of its digital signal unless it first
gives up its analog signal. Furthermore, the FCC concluded that the "primary
video" of a station's signal entitled to mandatory carriage is a single DTV
programming stream and its program-related content. Thus, broadcasters with
multiple DTV video programming streams would be required to designate the
primary video stream eligible for mandatory carriage. The FCC has requested
further comment on its tentative conclusion. If the FCC adheres to the position
in its initial order, then mandatory carriage rights would be accorded only to
those television stations operating solely with a digital signal. Television
licensees nevertheless could negotiate with cable television systems for
carriage of a digital signal pursuant to retransmission consent. The FCC's
initial order also established technical requirements for the carriage of
digital signals, including channel capacity, signal quality and signal content.

FCC Inquiry on Broadcast of Commercial Matter. The FCC also has initiated a
notice of inquiry proceeding seeking comment on whether the public interest
would be served by establishing limits on the amount of commercial matter
broadcast by television stations. The Company cannot predict at this time
whether the FCC will propose any limits on commercial advertising at the
conclusion of its deliberation or the effect the imposition of limits on the
commercial matter broadcast by television stations would have upon the
Company's operations.

Other Proposed Changes. Congress and the FCC have under consideration, and
may in the future adopt, new laws, regulations and policies regarding a wide
variety of matters that could, directly or indirectly, affect the operation,
ownership and profitability of the Company and its television broadcast
stations. The Company cannot judge in advance what impact, if any, the
implementation of such proposals or changes might have on its business.

Employees

As of August 1, 2001, we had approximately 8,100 full-time and part-time
employees, with approximately 13% of our Publishing employees and approximately
1% of our Broadcast employees represented by unions. We believe the
relationships with our employees and the unions are satisfactory.

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Management

The table below sets forth information about Media General's management
team and executive officers:

Name Age Position
---- --- --------

J. Stewart Bryan III.... 63 Chairman and Chief Executive Officer
Marshall N. Morton...... 55 Vice Chairman and Chief Financial Officer
O. Reid Ashe............ 52 President and Chief Operating Officer
H. Graham Woodlief,
Jr..................... 56 Vice President, President of Publishing Division
James A. Zimmerman...... 53 Vice President, President of Broadcast Division
Neal F. Fondren......... 42 Vice President, President of Interactive Media Division
Lou Anne J. Nabhan...... 46 Vice President, Corporate Communications
Stephen Y. Dickinson.... 55 Controller
George L. Mahoney....... 49 General Counsel, Secretary
John A. Schauss......... 45 Treasurer

J. Stewart Bryan III--Chairman and Chief Executive Officer since 1990;
President 1990-2001, Executive Vice President 1985-90; Chief Operating Officer
1989-90; publisher of the Richmond Times-Dispatch since 1978; publisher of The
Tampa Tribune 1976-78; executive vice president of The Tribune Co. 1971-76;
vice president of The Tribune Co. 1968-71.

Marshall N. Morton--Vice Chairman since July 2001; Chief Financial Officer
since 1989; Senior Vice President 1989-2001; corporate vice president and
controller of West Point-Pepperell Inc. and vice president of finance and
administration for J.P. Stevens (a West Point-Pepperell subsidiary) 1986-88;
treasurer of West Point-Pepperell 1981-86; various financial positions at West
Point-Pepperell 1972-81.

O. Reid Ashe--President and Chief Operating Officer since July 2001;
President and Publisher of the Tampa Tribune 1996-2001; President and
Publisher of Knight-Ridder's Wichita (Kansas) Eagle 1986-96; Senior Vice
President and General Manager at the Wichita Eagle and General Executive at
Knight-Ridder's Miami headquarters 1984-86; Reporter, Editor and Publisher of
the Jackson (Tenn.) Sun 1973-84.

H. Graham Woodlief Jr.--Vice President since 1989; president of the
Publishing Division; vice president and business manager of Richmond
Newspapers Inc. 1984-89; treasurer 1987-89; controller 1973-84; assistant
controller 1971-73; chief accountant 1969-71.

James A. Zimmerman--Vice President since January 2001; president of the
Broadcast Division since 1991; president and general manager of WFLA 1990-96;
vice president of operations and finance for the Broadcast Division 1987-90;
vice president of administration for the Broadcast Division 1982-87; treasurer
and assistant secretary of WFLA 1979-82; comptroller of WFLA 1976-79; director
of internal audit for Media General 1975-76.

Neal F. Fondren--Vice President since January 2001; president of the
Interactive Media Division since January 2001; vice president of new media for
E.W. Scripps Co. 1997-00; executive positions in Scripps' Cable Television
Division 1982-97.

Lou Anne J. Nabhan--Vice President and director of corporate communications
since January 2001; vice president of Reynolds Metals Co. 1998-00; director of
corporate communications for Reynolds Metals 1993-00.

Stephen Y. Dickinson--Controller since 1993; assistant controller 1989-92;
director of corporate tax department 1983-89; principal Ernst & Young LLP
1979-83.

George L. Mahoney--General Counsel and Secretary since 1993; assistant
general counsel Dow Jones & Co. 1982-93; Satterlee & Stephens 1978-82.

John A. Schauss--Treasurer since February 2001; deputy treasurer of George
Washington University 1998-01; chief operating officer and chief financial
officer of Eastern College 1994-98; associate vice president for finance at
George Washington University 1991-94.

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DESCRIPTION OF THE NOTES

The notes offered by this prospectus supplement are a series of "senior debt
securities" as defined and described in the accompanying prospectus. The
following description of the material specific terms of the notes supplements
and, to the extent different, replaces the description of the general terms and
provisions of the senior debt securities (also referred to herein as debt
securities) and the indenture contained in the accompanying prospectus.

We will issue the notes under an indenture between us and SunTrust Bank, as
trustee. We have summarized selected provisions of the notes and the indenture
below. This summary is not complete and is qualified by reference to provisions
of the notes and the indenture, as well as the description of the debt
securities contained in the accompanying prospectus. Forms of the notes and the
indenture have been or will be filed with the SEC and you may obtain copies
thereof as described under "Where You Can Find More Information" in this
prospectus supplement.

Capitalized terms used but not defined in this section have the meanings
given to those terms in the accompanying prospectus or, if not defined in the
accompanying prospectus, in the indenture.

General

The notes will constitute a separate series of debt securities under the
indenture, initially limited to $200,000,000 aggregate principal amount. We
will have the right to "re-open" the series of debt securities constituting the
notes and issue additional debt securities as part of the same series as the
notes from time to time without your consent.

The notes will mature on September 1, 2006, unless redeemed prior to such
date in accordance with the provisions described below under "--Optional
Redemption."

The notes will bear interest at the rate of 6.95% per year, accruing from
August 28, 2001. Interest on the notes will be payable semi-annually in arrears
on March 1 and September 1 of each year, commencing March 1, 2002, to the
persons in whose names the notes are registered at the close of business on the
preceding February 15 and August 15, respectively. Interest on the notes will
be computed on the basis of a 360-day year of twelve 30-day months.

If any interest payment date or redemption date or the maturity date of the
notes falls on a Saturday, a Sunday or other day on which commercial banking
institutions in The City of New York are authorized or required by law,
executive order or regulation to be closed, i.e. a non-business day, then the
required payment of the principal, premium, if any, and/or interest will be
made on the next business day. In that case, no additional interest will be
payable on the next Business Day.

The notes will not be subject to, or entitled to the benefit of, a sinking
fund or to redemption or repurchase by us at the option of the holders. The
notes will not be convertible into or exchangeable for any other securities and
no additional amounts, as defined in the accompanying prospectus, will be
payable with respect to the notes.

The notes will constitute senior unsecured obligations and will rank equally
with all of our other senior unsecured indebtedness from time to time
outstanding. However, the notes will rank junior to our secured indebtedness to
the extent of the underlying collateral. So long as the notes are guaranteed by
our subsidiaries as described below, the notes will effectively rank equally
with our subsidiaries' liabilities. If the guarantees terminate as described
below, then the notes will effectively rank junior to our subsidiaries
liabilities.

At July 1, 2001, Media General had outstanding $46,052 of secured
indebtedness and $796 million of senior unsecured indebtedness ($783 million of
which is guaranteed by its subsidiaries) and its subsidiaries had outstanding
$1.3 million of indebtedness, all of which is secured indebtedness. At July 1,
2001, after giving pro forma effect to this offering and our use of the net
proceeds, Media General would have had outstanding $46,052 of secured
indebtedness and $798 million of senior unsecured indebtedness ($785 million of
which is guaranteed by its subsidiaries) and its subsidiaries would have had
outstanding $1.3 million of indebtedness, all of which is secured indebtedness.

S-37

The notes will be issued only in fully registered form without coupons, in
denominations of $1,000 and integral multiples thereof. The notes will be
issued in book-entry form and represented by one or more global notes
registered in the name of The Depository Trust Company, or DTC, or its nominee.
As a result, you will only be entitled to receive notes in certificated form
under the limited circumstances described below under "--Book-Entry, Delivery
and Form."

We will maintain an office or agency in the Borough of Manhattan, The City
of New York, where notes may be surrendered for payment, registration of
transfer or exchange and where notices and demands in respect of the notes and
the indenture may be delivered to us. That office or agency will initially be
the office of the trustee, located at 88 Pine Street, 19th Floor, New York, New
York 10005. However, so long as the notes are in book-entry form, you will
receive payments and may transfer notes only through the facilities of DTC and
its direct and indirect participants. See "--Book-Entry, Delivery and Form."

So long as the notes are in book-entry form, we will make payments on the
notes to DTC or its nominee, as the registered owner of the notes, by wire
transfer of immediately available funds. If notes are issued in certificated
form under the limited circumstances described below under "--Book-Entry,
Delivery and Form," we will have the option of making payments of interest
other than at maturity or any earlier redemption by check mailed to the
addresses of the holders entitled to payment or by transfer to accounts
maintained by the holders with banks located in the United States.

The defeasance and covenant defeasance provisions of the indenture described
in the accompanying prospectus apply to the notes.

Optional Redemption

The notes may be redeemed at any time at our option in whole or in part. The
redemption price will be equal to the greater of (1) 100% of the principal
amount of the notes being redeemed and (2) the make-whole amount, as defined
below, if any, plus, in each case, unpaid interest on the principal amount of
the notes being redeemed accrued to the redemption date.

We will notify the trustee at least 60 days prior to any redemption date (or
such shorter period as is satisfactory to the trustee) of the aggregate
principal amount of notes to be redeemed and their redemption date. If less
than all of the notes are to be redeemed, the trustee shall select which notes
are to be redeemed in a manner it deems to be fair and appropriate.

Notice of any optional redemption will be given to holders at their
addresses, as shown in the security register for such notes, not more than 60
nor less than 30 days prior to the date fixed for redemption. The notice of
redemption will specify, among other items, the redemption date, the redemption
price and the principal amount of the notes held by each holder to be redeemed.

If notice has been given as provided in the indenture and funds for the
redemption of any notes called for redemption have been made available on the
redemption date, such notes will cease to bear interest on the redemption date.
Thereafter, the only right of the holders of such notes will be to receive
payment of the redemption price.

As used above:

"make-whole amount" means the aggregate present value as of the date of
redemption of each dollar of the aggregate principal amount of notes being
redeemed and the amount of interest, exclusive of interest accrued to the date
of redemption, that would have been payable in respect of each such dollar if
such redemption had not been made, determined by discounting, on a semi-annual
basis, such principal and interest at the reinvestment rate, as determined on
the third business day preceding the date notice of redemption is given, from
the respective dates on which such principal and interest would have been
payable if such redemption had not been made, to the date of redemption.

S-38

"reinvestment rate" means 0.25% plus the arithmetic mean of the yields under
the respective heading "Week Ending" published in the most recent statistical
release under the caption "Treasury Constant Maturities" for the maturity
(rounded to the nearest month) corresponding to the remaining life to maturity,
as of the payment date of the principal amount of the notes being redeemed. If
no maturity exactly corresponds to such maturity, yields for the two published
maturities most closely corresponding to such maturity shall be calculated
pursuant to the immediately preceding sentence and the reinvestment rate shall
be interpolated or extrapolated from such yields on a straight-line basis,
rounding in each of such relevant periods to the nearest month. For the purpose
of calculating the reinvestment rate, the most recent statistical release
published prior to the date of determination of the make-whole amount shall be
used. If the format or content of the statistical release changes in a manner
that precludes determination of the Treasury yield in the above manner, then
the Treasury yield shall be determined in the manner that most closely
approximates the above manner, as reasonably determined by us.

"statistical release" means the statistical release designated "H.15 (519)"
or any successor publication which is published weekly by the Board of
Governors of the Federal Reserve System and which establishes yields on
actively traded United States government securities adjusted to constant
maturities or, if such statistical release is not published at the time of any
determination under the indenture, such other reasonably comparable index which
shall be designated by us.

Subsidiary Guarantees

The notes will be guaranteed initially by all of our existing subsidiaries.
As of July 1, 2001, our subsidiaries generated all of our consolidated revenues
in the twelve-month period ended July 1, 2001 and held more than 97% of our
consolidated assets as of July 1, 2001.

Each of these subsidiary guarantors will fully and unconditionally
guarantee, on a joint and several basis, the due and punctual payment of the
principal of, and make-whole amount, if any, and interest on, the notes when
the same shall become due and payable, whether at maturity, or upon notice of
redemption, declaration of acceleration or otherwise. Each guarantee will be
limited in amount to the amount not to exceed the maximum amount that may be
guaranteed by the applicable subsidiary guarantor without rendering that
guarantee, as it relates to that subsidiary guarantor, voidable under
applicable laws relating to fraudulent conveyance or fraudulent transfer or
similar laws affecting the rights of creditors generally. See "Risk Factors--A
court may be able to void any guarantees of the notes and require holders of
the notes to return payments received from the subsidiary guarantors."

Notwithstanding anything to the contrary contained herein, the guarantees of
our subsidiaries will be terminated if, at any time (i) all guarantees issued
by our subsidiaries under the credit agreement and any other arrangements
whereby such subsidiaries have indebtedness or provide guarantees or other
forms of credit support for our indebtedness in excess of the amounts permitted
under the indenture without ratably guaranteeing the debt securities are
released or otherwise terminated or (ii) there are no arrangements whereby such
subsidiaries have indebtedness or provide guarantees or other forms of credit
support for our indebtedness in excess of the amounts permitted under the
indenture without ratably guaranteeing the debt securities. See "Description of
Senior Debt Securities--Covenants; Limitation on Subsidiary Indebtedness and
Guarantees" in the accompanying prospectus. The guarantees of the debt
securities will be reinstated if our subsidiaries subsequently guarantee our
indebtedness under the credit agreement or incur indebtedness or provide a
guarantee or other form of credit support for our indebtedness, all of which,
in the aggregate, exceeds the amounts the indenture permits without ratably
guaranteeing the debt securities.

Merger, Consolidation and Sale of Assets of Subsidiary Guarantors

General. Upon the sale or disposition (by merger or otherwise) of any
subsidiary guarantor by Media General or by any subsidiary of Media General to
any person that is not an affiliate of Media General, then, subject to the
conditions set forth below, such subsidiary guarantor will automatically be
released from all obligations under its guarantee.

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However, we will not sell or dispose of (by merger or otherwise) any of our
subsidiary guarantors to an unaffiliated person or an affiliated person (other
than a subsidiary) during any consecutive twelve-month period to the extent
that, in the aggregate, the assets of such subsidiary guarantors which are the
subject of such sales or dispositions exceed 30% of the consolidated total
assets of Media General (determined as of the date of the most recent interim
or fiscal year-end balance sheet of Media General filed with the SEC prior to
the date the first such transaction takes place) (referred to herein as a
Subsidiary Disposition), unless we meet the conditions described below. For
purposes of this limitation, a sale or disposition (by merger or otherwise) by
a subsidiary guarantor of assets that constitute more than 30% of the
consolidated total assets of Media General will be considered a sale or
disposition of the subsidiary guarantor by us. Notwithstanding the foregoing,
to the extent that the assets of all subsidiary guarantors which are the
subject of all such sales or dispositions over any consecutive 12-month period
exceed 30% of our consolidated total assets as determined above, we may
consummate such sales or dispositions if at least 75% of the net proceeds
allocable to any such excess consist of any combination of:

. cash (including assumption by the acquiror of any indebtedness of Media
General or its subsidiaries) or readily marketable securities; or

. property or assets (other than current assets, equity interests in
unaffiliated persons or minority interests in affiliated persons) of a
nature or type similar or related to the nature or type of the property
or assets of Media General and its subsidiaries existing on the date of
such sale or disposition.

Application of Proceeds Upon a Subsidiary Disposition. In the event that the
net proceeds from a Subsidiary Disposition consist of cash or readily
marketable securities, Media General will apply, within 12 months of such sale
or disposition, an amount equal to 100% of the fair market value, as determined
in good faith by Media General's board of directors, of such net proceeds to:

. repay unsubordinated indebtedness of Media General or any subsidiary
guarantor, in each case owing to a person other than an affiliate of
Media General; or

. invest in property or assets (other than current assets, equity
interests in unaffiliated persons or minority interests in affiliated
persons) of a nature or type similar or related to the nature or type
of the property or assets of Media General and its subsidiaries
existing on the date of such investment.

In determining whether the foregoing requirement with regard to the
application of net proceeds has been satisfied, the application of all cash and
marketable securities received as net proceeds in the sales or dispositions
comprising the Subsidiary Disposition during the applicable twelve-month period
shall be considered.

Book-Entry, Delivery and Form

The notes will be issued in book-entry form and represented by one or more
permanent global notes. The global notes will be deposited with, or on behalf
of, DTC and registered in the name of Cede & Co., the nominee of DTC. Unless
and until it is exchanged for notes in certificated form under the limited
circumstances described below, a global note may not be transferred except as a
whole by DTC to its nominee or by a nominee of DTC to DTC or another nominee of
DTC, or by DTC or its nominee to a successor depositary or a nominee of the
successor depositary.

DTC has advised us that it is:

. a limited-purpose trust company organized under the New York Banking
Law;

. a "banking organization" within the meaning of the New York Banking
Law;

. a member of the Federal Reserve System;

. a "clearing corporation" within the meaning of the New York Uniform
Commercial Code; and

S-40

. a "clearing agency" registered pursuant to the provisions of Section
17A of the Securities Exchange Act of 1934.

DTC holds securities that its participants deposit with DTC. DTC also
facilitates the settlement among its participants of securities transactions,
including transfers and pledges, in deposited securities through electronic
computerized book-entry changes in participants' accounts, which eliminates the
need for physical movement of securities certificates. "Direct participants" in
DTC include securities brokers and dealers, including underwriters, banks,
trust companies, clearing corporations and other organizations. DTC is owned by
a number of its direct participants and by the New York Stock Exchange, Inc.,
the American Stock Exchange, Inc. and the National Association of Securities
Dealers, Inc. Access to the DTC system is also available to others, which we
sometimes refer to as "indirect participants," that clear transactions through
or maintain a custodial relationship with a direct participant either directly
or indirectly. The rules applicable to DTC and its participants are on file
with the SEC.

Purchases of notes within the DTC system must be made by or through direct
participants, which will receive a credit for those notes on DTC's records. The
ownership interest of the actual purchaser of a note, which we sometimes refer
to as a "beneficial owner," is in turn recorded on the direct and indirect
participants' records. Beneficial owners of global notes will not receive
written confirmation from DTC of their purchases. However, beneficial owners
are expected to receive written confirmations providing details of their
transactions, as well as periodic statements of their holdings, from the direct
or indirect participants through which they purchased their notes. Transfers of
ownership interests in global notes are to be accomplished by entries made on
the books of participants acting on behalf of beneficial owners. Beneficial
owners will not receive certificates representing their ownership interests in
the global notes except under the limited circumstances described below.

To facilitate subsequent transfers, all global notes deposited with DTC will
be registered in the name of DTC's nominee, Cede & Co. The deposit of notes
with DTC and their registration in the name of Cede & Co. will not change the
beneficial ownership of the notes. DTC has no knowledge of the actual
beneficial owners of the notes. DTC's records reflect only the identity of the
direct participants to whose accounts the notes are credited, which may or may
not be the beneficial owners. The participants are responsible for keeping
account of their holdings on behalf of their customers.

Conveyance of notices and other communications by DTC to direct
participants, by direct participants to indirect participants and by direct
participants and indirect participants to beneficial owners will be governed by
arrangements among them, subject to any legal requirements in effect from time
to time.

Redemption notices will be sent to DTC or its nominee. If less than all of
the notes are being redeemed, DTC will determine the amount of the interest of
each direct participant in the notes to be redeemed in accordance with DTC's
procedures.

In any case where a vote may be required with respect to the notes, neither
DTC nor Cede & Co. will give consents for or vote the global notes. Under its
usual procedures, DTC will mail an omnibus proxy to us as soon as possible
after the record date. The omnibus proxy assigns the consenting or voting
rights of Cede & Co. to those direct participants to whose accounts the notes
are credited on the record date identified in a listing attached to the omnibus
proxy.

Principal, make-whole amount, if any, and interest payments on the notes
will be made to Cede & Co., as nominee of DTC. DTC's practice is to credit
direct participants' accounts on the relevant payment date unless DTC has
reason to believe that it will not receive payments on the payment date.
Payments by direct and indirect participants to beneficial owners will be
governed by standing instructions and customary practices, as is the case with
securities held for the account of customers in bearer form or registered in
"street name." Those payments will be the responsibility of participants and
not of DTC or us, subject to any legal requirements in effect from time to
time. Payment of principal, make-whole amount, if any, and interest to

S-41

Cede & Co. is our responsibility, disbursement of payments to direct
participants is the responsibility of DTC, and disbursement of payments to the
beneficial owners is the responsibility of direct participants and indirect
participants.

Except under the limited circumstances described below, beneficial owners of
global notes will not be entitled to have notes registered in their names and
will not receive physical delivery of notes. Accordingly, each beneficial owner
must rely on the procedures of DTC and its participants to exercise any rights
under the notes and the indenture. However, if

. DTC notifies us that it is unwilling or unable to continue as a
depositary for the global notes, or if DTC ceases to be a clearing
agency registered under the Securities Exchange Act if so required by
applicable law or regulation, and a successor depositary is not
appointed within 90 days of the notification to us or of our becoming
aware of DTC's ceasing to be so registered, as the case may be,

. we determine, in our sole discretion, that any notes will no longer be
represented by one or more global notes, or

. an Event of Default under the indenture has occurred and is continuing
with respect to the notes,

we will prepare and deliver notes in certificated form in exchange for
beneficial interests in the global notes. Any beneficial interest in a global
note that is exchangeable under the circumstances described in the preceding
sentence will be exchangeable for notes in certificated form registered in the
names that DTC directs. It is expected that these directions will be based upon
directions received by DTC from its participants with respect to ownership of
beneficial interests in the global notes.

The laws of some jurisdictions may require that purchasers of securities
take physical delivery of securities in certificated form. These laws may
impair the ability to transfer or pledge beneficial interests in global notes.

DTC is under no obligation to provide its services as depositary for the
notes and may discontinue providing its services at any time. Neither we nor
the trustee will have any responsibility for the performance by DTC or its
direct participants or indirect participants under the rules and procedures
governing DTC.

We obtained the information in this section and elsewhere in this prospectus
supplement concerning DTC and DTC's book-entry system from sources that we
believe to be reliable, but we take no responsibility for the accuracy of this
information.

Governing Law

The notes, the guarantees and the indenture will be governed and construed
in accordance with the laws of the State of New York.

S-42

UNDERWRITING

Subject to the terms and conditions set forth in an underwriting agreement
and the terms agreement among us and the underwriters named below, we have
agreed to sell to each of the underwriters, and each of the underwriters has
severally agreed to purchase from us, the principal amount of the notes set
forth opposite its name below. The underwriting agreement provides that the
obligations of the underwriters are subject to certain conditions and that the
underwriters will be obligated to purchase all of the notes if any are
purchased.

Principal
Amount of
Underwriter Notes
----------- ------------

Banc of America Securities LLC................................. $ 80,000,000
Fleet Securities, Inc. ........................................ 20,000,000
Mizuho International plc ...................................... 20,000,000
Scotia Capital (USA) Inc. ..................................... 20,000,000
SunTrust Capital Markets, Inc. ................................ 20,000,000
Wachovia Securities, Inc. ..................................... 20,000,000
Dresdner Kleinwort Wasserstein - Grantchester, Inc. ........... 20,000,000
------------
Total........................................................ $200,000,000
============

The underwriters propose to offer the notes to the public at the public
offering price set forth on the cover page of this prospectus supplement and to
dealers at that price less a concession of no more than 0.450% of the principal
amount of the notes. The underwriters may allow, and the dealers may reallow, a
discount of no more than 0.270% of the principal amount of the notes to other
dealers. The public offering price, concession and discount may be changed
after the offering to the public of the notes.

The notes are new issues of securities with no established trading market.
We do not intend to apply for listing of the notes on any national securities
exchange or for quotation of the notes on any automated dealer quotation
system. The underwriters have advised us that they intend to make a market in
the notes after the offering, although they are under no obligation to do so.
The underwriters may discontinue any market-making activities at any time
without any notice. We can give no assurance as to the liquidity of the trading
market for the notes or that a public trading market for the notes will develop
or be maintained.

We have agreed to indemnify the underwriters against, or to contribute to
payments that the underwriters may be required to make with respect to, certain
liabilities, including liabilities under the Securities Act of 1933.

The underwriters, as well as dealers and agents, may purchase and sell notes
in the open market. These transactions may include stabilizing transactions and
purchases to cover syndicate short positions created in connection with the
offering. Stabilizing transactions consist of bids and purchases made to
prevent or slow a decline in the market price of the notes. Syndicate short
positions arise when the underwriters or agents sell more notes than we are
required to sell to them in the offering. The underwriters may also impose
penalty bids whereby the underwriting syndicate may reclaim selling concessions
allowed either syndicate members or broker dealers who sell notes in the
offering for their own account if the syndicate repurchases the notes in
stabilizing or covering transactions. These activities may stabilize, maintain
or otherwise affect the market price of the notes, which may be higher as a
result of these activities than it might otherwise be in the open market. These
activities, if commenced, may be discontinued at any time without notice.

We and the underwriters make no representation or prediction as to the
direction or magnitude of any effect that the transactions described above may
have on the price of the notes. In addition, we and the underwriters make no
representation that the underwriters will engage in those types of transactions
or that those transactions, once commenced, will not be discontinued without
notice.

S-43

The underwriters, and certain of their affiliates, have provided, and may
continue to provide, investment banking, financial advisory, commercial banking
and other services to us and have received, and may continue to receive,
customary fees in connection with those services. Bank of America, N.A., an
affiliate of Banc of America Securities LLC, is the agent bank under our
revolving credit facility. In addition, each underwriter is an affiliate of a
lender to us under our revolving credit facility. As a result, these affiliates
will receive their proportionate share of the net proceeds from this offering
used to repay a portion of the amounts outstanding under our revolving credit
facility. Because the amounts to be repaid to these affiliates will exceed 10%
of the net proceeds from this offering of the notes, this offering is being
conducted in compliance with Rule 2710(c)(8) of the Conduct Rules of the
National Association of Securities Dealers, Inc.

SunTrust Bank, the trustee under the indenture, is an affiliate of SunTrust
Capital Markets, Inc., one of the underwriters in the offering of the notes.

We estimate that our share of the total expenses of the offering, excluding
underwriting discounts and commissions, will be approximately $382,000.

LEGAL MATTERS

Certain legal matters in connection with the offering of the notes will be
passed upon for the Company by McGuireWoods LLP and for the underwriters by
Sidley Austin Brown & Wood LLP, New York, New York.

S-44

PROSPECTUS

[LOGO OF MEDIA GENERAL]

$1,200,000,000

MEDIA GENERAL, INC.

Senior Debt Securities
Class A Common Stock
Preferred Stock
Stock Purchase Contracts
Stock Purchase Units

We may offer and sell from time to time, in one or more offerings, any
combination of the securities described in this prospectus. The total initial
offering prices of the securities that we may offer and sell under this
prospectus and the supplements to it will not be greater than $1,200,000,000 or
the equivalent in foreign currency, currencies or currency units at the time of
sale. This prospectus provides you with a general description of the securities
we may offer.

Senior debt securities may be guaranteed on a senior unsecured basis by one
or more of our subsidiaries, excluding subsidiaries which, individually and in
the aggregate, constitute "minor" subsidiaries under the SEC's rules.

Each time we offer securities, we will provide you with a prospectus
supplement that will describe the specific amounts, prices and terms of the
securities being offered, including whether any senior debt securities will be
guaranteed by any of our subsidiaries. The applicable prospectus supplement may
also add, update or change information contained in this prospectus. To
understand the terms of our securities, you should carefully read this
prospectus with the applicable prospectus supplement, which together provide
the specific terms of the securities that we are offering.

This prospectus may not be used to consummate sales of our securities unless
accompanied by a prospectus supplement.

-----------

Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
adequacy or accuracy of this prospectus. Any representation to the contrary is
a criminal offense.

This prospectus is dated August 21, 2001.

TABLE OF CONTENTS

Page
----

ABOUT THIS PROSPECTUS...................................................... i

SPECIAL NOTE OF CAUTION REGARDING FORWARD-LOOKING STATEMENTS............... 1

WHERE YOU CAN FIND MORE INFORMATION........................................ 1

ABOUT MEDIA GENERAL........................................................ 2

USE OF PROCEEDS............................................................ 2

RATIO OF EARNINGS TO FIXED CHARGES......................................... 2

DESCRIPTION OF SENIOR DEBT SECURITIES...................................... 3

DESCRIPTION OF CAPITAL STOCK............................................... 17

VIRGINIA STOCK CORPORATION ACT AND THE ARTICLES AND THE BYLAWS............. 20

DESCRIPTION OF STOCK PURCHASE CONTRACTS AND STOCK PURCHASE UNITS........... 22

PLAN OF DISTRIBUTION....................................................... 22

LEGAL MATTERS.............................................................. 23

EXPERTS.................................................................... 23

----------------

You should rely only on the information contained or incorporated by
reference in this prospectus. We have not authorized anyone to provide you with
different or additional information. If anyone provides you with different or
additional information, you should not rely on it. We are not making an offer
to sell these securities in any jurisdiction where the offer is not permitted.
You should assume that the information contained in this prospectus is accurate
only as of the date on the cover page of this prospectus or, in the case of
information contained in documents incorporated by reference in this
prospectus, as of the date of those documents. Our business, financial
condition, results of operations and prospects may have changed since those
dates.

Unless otherwise indicated, the terms "Media General," "the Company," "we,"
"us" and "our" refer to Media General, Inc. and, where appropriate, our
subsidiaries.

ABOUT THIS PROSPECTUS

This prospectus is part of a registration statement that we filed with the
SEC. We may, from time to time, sell securities described in this prospectus in
one or more offerings up to a total dollar amount of $1,200,000,000. This
prospectus provides you with a general description of the securities we may
offer. Each time we sell securities, we will provide a prospectus supplement
that will contain specific information about the terms of that offering. Any
material United States federal income tax considerations applicable to the
offered securities will also be discussed in the applicable prospectus
supplement. The applicable prospectus supplement may also add, update or change
information contained in this prospectus. You should read both this prospectus
and the applicable prospectus supplement together with additional information
described under the heading "Where You Can Find More Information" in this
prospectus prior to making an investment decision with respect to any
securities we may offer by this prospectus and the applicable prospectus
supplement.

SPECIAL NOTE OF CAUTION REGARDING
FORWARD-LOOKING STATEMENTS

Certain statements made or incorporated by reference in this prospectus that
are not historical facts are "forward-looking" statements, as that term is
defined by the federal securities laws. Forward-looking statements include
those that use words such as "believe," "anticipate," "expect," "estimate,"
"intend," "plan" and similar statements and also include statements related to
our convergence strategy, the impact of the Internet on our business and
prospects and our expectations regarding newsprint prices, advertising demand
and our financial newsprint swap agreement. All of our forward-looking
statements are subject to risks and uncertainties that could cause our actual
results to differ materially from those expressed in or implied by such
statements. Due to these risks and uncertainties, you are cautioned not to
place undue reliance on such forward-looking statements, which speak only as of
the date of this prospectus, the date of the accompanying prospectus supplement
or the date of the incorporated document, as applicable.

WHERE YOU CAN FIND MORE INFORMATION

We file annual, quarterly and special reports, proxy statements and other
information with the SEC. Our SEC filings are available to the public over the
Internet at the SEC's web site at http://www.sec.gov. You may also read
and copy any document we file at the SEC's public reference rooms in
Washington, D.C., New York, New York and Chicago, Illinois. Please call the SEC
at 1-800-SEC-0330 for further information on the public reference rooms. Our
common stock is listed on the American Stock Exchange, and you may also read
and copy these documents at the offices of the American Stock Exchange, 86
Trinity Place, New York, New York 10006. The Company has received confirmation
that it has satisfied the eligibility requirements for listing on the New York
Stock Exchange and has been cleared to file a listing application. The Company
expects to complete that process and begin trading on the NYSE on September 19,
2001.

The SEC allows us to incorporate by reference the information we file with
them, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference is
an important part of this prospectus, and information that we file later with
the SEC will automatically update and supersede this information. Until the
completion of any distribution of securities covered by this prospectus, we
incorporate by reference the documents listed below and any future filings made
with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities
Exchange Act of 1934:

. Annual Report on Form 10-K for the year ended December 31, 2000;

. Quarterly Report on Form 10-Q for the quarter ended April 1, 2001;

. Quarterly Report on Form 10-Q for the quarter ended July 1, 2001; and

. Registration Statement on Form 8-A dated August 7, 2001.

You may request a copy of these documents at no cost, by writing or
telephoning us at the following address:

Media General, Inc.
333 East Franklin Street
Richmond, Virginia 23219
(804) 649-6000
Attention: Chief Financial Officer

Under the SEC's rules each of our subsidiary guarantors should be exempt
from separate periodic reporting requirements under the Exchange Act.

ABOUT MEDIA GENERAL

In January 2001, we launched our Interactive Media Division that we believe
will enable us to enhance the content of our traditional media and fully
integrate Internet technologies into our overall convergence strategy. This
division is responsible for creating and maintaining online sites for our
newspapers and television stations and is comprised of our internal online
enterprises, including Media General Financial Services, Inc., a major content
provider to websites such as Quicken.com, Excite.com, Microsoft Money, Dow
Jones, Thomson and Hoovers. This division also holds our minority investments
in AdOne, L.L.P. (an online database of classified advertising) and several
other Internet related ventures.

USE OF PROCEEDS

We will use the net proceeds we receive from the sale of securities for
general corporate purposes, unless we specify another use in the applicable
prospectus supplement. General corporate purposes may include working capital,
capital expenditures, debt repayment or the financing of acquisitions.

RATIO OF EARNINGS TO FIXED CHARGES

Our ratio of earnings to fixed charges for each of the periods indicated is
as follows:

Six Months
Year Ended Ended
------------------------------------------------------ ----------
12/29/1996 12/28/1997 12/27/1998 12/26/1999 12/31/2000 07/01/2001
---------- ---------- ---------- ---------- ---------- ----------

Ratio of earnings to
fixed charges.......... 6.41 1.71 1.95 4.11 3.01 1.03

For purposes of computing the ratio of earnings to fixed charges, earnings
consist of pretax income (loss) from continuing operations less income (loss)
from equity investments, plus fixed charges, amortization of capitalized
interest, distributed income of equity investees minus capitalized interest.
Fixed charges consist of interest expensed and capitalized, amortization of
premium/discount and an estimate of the interest portion of rental expense.

DESCRIPTION OF SENIOR DEBT SECURITIES

The following description of senior debt securities (referred to as senior
debt securities or debt securities) of Media General sets forth the material
general terms and provisions of the series of debt securities to which any
prospectus supplement may relate. Other material specific terms of any
particular series of debt securities will be described in the applicable
prospectus supplement. If the particular terms of any series of debt securities
described in a prospectus supplement differ from any of the terms in the
discussion below, the terms below shall be superseded by the terms described in
the prospectus supplement. The senior debt securities will be issued in one or
more series under an indenture (the "indenture") to be entered into between
Media General and SunTrust Bank, as trustee. The form of the indenture has been
filed with the SEC as an exhibit to the registration statement of which this
prospectus is a part. The terms of any series of debt securities will be those
set forth in the indenture and the debt securities themselves and those made
part of the indenture by the Trust Indenture Act of 1939.

The summary of the material provisions of the indenture and the debt
securities set forth below and the summary of the material terms of a
particular series of debt securities set forth in the applicable prospectus
supplement are not complete. You should refer to the indenture and the
particular debt securities for complete information regarding the terms and
provisions of the indenture (including defined terms) and such debt securities.
Wherever particular articles, sections or defined terms of the indenture are
referred to, those articles, sections or defined terms are incorporated herein
by reference, and the statement in connection with which such reference is made
is qualified in its entirety by such reference.

General

The debt securities may be issued from time to time in one or more series.
(Section 301) The prospectus supplement relating to the series of debt
securities offered thereby will describe the specific material terms of the
debt securities offered, including (where applicable):

. the title or designation of such debt securities,

. any limit on the aggregate principal amount of such debt securities,

. the price or prices (expressed as a percentage of the principal amount
thereof) at which such debt securities will be issued,

. the date or dates on which the principal of and premium, if any, on such
debt securities will be payable, or the method or methods, if any, by
which such date or dates will be determined,

. the rate or rates at which such debt securities will bear interest, if
any, or the method or methods, if any, by which such rate or rates will
be determined, the date or dates from which such interest will accrue,
or the method or methods, if any, by which such date or dates will be
determined and the basis upon which such interest will be calculated if
other than that of a 360-day year of twelve 30-day months,

. the date or dates on which interest, if any, will be payable and the
record dates, if any, therefor,

. the portion of the principal amount of such debt securities which shall
be payable upon acceleration thereof if other than the full principal
amount thereof,

. whether the amount of payments of principal of, or premium, if any, and
interest, if any, on, such debt securities may be determined with
reference to an index, formula or other method and the manner in which
each such amount will be determined,

. the place or places where the principal of, or premium, if any, and
interest, if any, on, such debt securities will be payable and the place
or places where such debt securities may be surrendered for registration
of transfer and exchange, if in addition to or other than The City of
New York,

. if applicable, the date or dates on which, the period or periods within
which, the price or prices at which and the other terms and conditions
upon which such debt securities are required to be redeemed by Media
General, may be redeemed at the option of Media General or are subject
to repurchase at the option of the holders thereof,

. the terms of any sinking fund or analogous provision,

. whether any such debt securities are to be issuable in registered form
as registered securities or bearer form as bearer securities or both
and, if in bearer form, the terms and conditions relating thereto and
any limitations on issuance of such bearer securities (including in
exchange for registered securities of the same series),

. whether any such debt securities will be issued in book-entry form and,
if so, the identity of the depositary for such global certificate or
certificates representing such debt securities and arrangements relating
thereto,

. whether and under what circumstances Media General will pay additional
amounts on such debt securities in respect of any tax, assessment or
other governmental charge and, if so, whether Media General will have
the option to redeem such debt securities rather than pay such
additional amounts (and the terms of such option),

. if other than United States dollars, the currency of payment of the
principal of, or premium, if any, or interest, if any, on, such debt
securities,

. the authorized denominations in which such debt securities will be
issuable, if other than denominations of $1,000 and any integral
multiple thereof (in the case of registered securities) or $5,000 (in
the case of bearer securities),

. whether such debt securities will be convertible into and/or
exchangeable for other securities, whether or not issued by Media
General, and, if so, the terms and conditions upon which such debt
securities will be so convertible or exchangeable,

. whether any of such debt securities are to be issued upon the exercise
of warrants, and the time, manner and place for such debt securities to
be authenticated and delivered,

. any deletions from, modifications of or additions to the Events of
Default or covenants with respect to such debt securities,

. whether such senior debt securities will be guaranteed by one or more of
our subsidiaries as described below under "--Subsidiary Guarantees",

. whether the provisions described below under "--Discharge, Defeasance
and Covenant Defeasance" will be applicable to such debt securities, and

. any other terms of such debt securities which terms shall not be
inconsistent with the provisions of the indenture. (Section 301)

As used in this prospectus and any prospectus supplement relating to the
offering of any debt securities, references to the principal of, or premium, if
any, and interest, if any, on, such debt securities will be deemed to include
any additional amounts which are required by the indenture or by the terms of
such debt securities, under circumstances specified therein, to be paid by
Media General in respect of certain taxes, assessments or other governmental
charges imposed on the holders of such debt securities and which are owing to
such holders.

Debt securities may be issued as original issue discount securities (i.e.,
debt securities which are subject to acceleration in an amount that is less
than their principal amount) to be sold at a substantial discount below their
principal amount. In the event of an acceleration of the maturity of any
original issue discount security, the amount payable to the holder thereof upon
such acceleration will be determined in the manner described in the applicable
prospectus supplement. Material United States federal income tax and other
considerations applicable to original issue discount securities will be
described in the applicable prospectus supplement.

Under the indenture, the terms of the debt securities of any series may
differ. Furthermore, Media General may, without the consent of the holders of
the debt securities of any series, reopen a previous series of debt securities
and issue additional debt securities of the same series with substantially
similar terms, unless the terms of such previous series of debt securities
provide otherwise. (Section 301)

Unless otherwise described in a prospectus supplement relating to any debt
securities, except as otherwise contemplated below under "--Covenants" and "--
Consolidation Amalgamation, Merger and Sale of Assets," the indenture does not
contain any provisions that would limit Media General's ability to incur
indebtedness or that would afford holders of debt securities protection in the
event of a business combination, takeover, recapitalization or highly leveraged
or similar transaction involving Media General. Accordingly, Media General may
in the future enter into transactions that could increase the amount of
indebtedness outstanding at that time or otherwise affect Media General's
capital structure or credit rating without the consent of holders of the debt
securities. You should refer to the prospectus supplement relating to a
particular series of debt securities for information regarding any deletions
from, modifications of or additions to the Events of Default described below or
covenants contained in the indenture, including any addition of a covenant or
other provisions providing event risk or similar protection.

Subsidiary Guarantees

If specified in the applicable prospectus supplement, the debt securities
will be guaranteed by one or more of our subsidiaries, excluding subsidiaries
which, individually and in aggregate, constitute "minor" subsidiaries for
purposes of the SEC's rules. On the date of this prospectus, the subsidiaries
who may provide guarantees are wholly-owned by us and include: Media General
Financial Services, Inc.; Media General Communications, Inc., MG Broadcasting
of Birmingham Holdings, LLC; Media General Operations, Inc.; The Tribune
Company Holdings, Inc.; Media General Broadcasting of South Carolina Holdings,
Inc.; MG Broadcasting of Birmingham II, LLC; Professional Communications
Systems, Inc.; NES II, Inc.; Virginia Paper Manufacturing Corp. The subsidiary
guarantors generated all of Media General's consolidated revenues in the
twelve-month period ended July 1, 2001 and held more than 97% of Media
General's consolidated assets as of July 1, 2001.

We expect that all of our subsidiaries (other than "minor" subsidiaries, as
that term is defined for purposes of Rule 3-10 of the SEC's Regulation S-X)
will provide guarantees for any series of debt securities that is guaranteed
and, therefore, that our subsidiaries will be exempt from the separate periodic
reporting requirements of the Exchange Act under the SEC's Rule 12h-5. In order
to maintain our subsidiaries' eligibility for this exemption, we expect that we
may from time to time cause additional subsidiaries to become guarantors of any
series of debt securities that is guaranteed. For example, this could happen if
we acquire or establish new subsidiaries or if our current minor subsidiaries
are no longer "minor" for purposes of Rule 3-10 of the SEC's Regulation S-X.

Each of the subsidiary guarantors will fully and unconditionally guarantee,
jointly and severally, the due and punctual payment of, and premium, if any,
and interest, including any additional amounts, on, the debt securities when
the same shall become due and payable, whether at maturity, by declaration of
acceleration or otherwise. Each guarantee will be limited in amount to an
amount not to exceed the maximum amount that may be guaranteed by the
applicable subsidiary guarantor without rendering that guarantee, as it relates
to such subsidiary, voidable under applicable laws relating to fraudulent
conveyance or fraudulent transfer or similar laws affecting the rights of
creditors generally.

Notwithstanding anything to the contrary contained herein, the guarantees of
our subsidiaries will be terminated if, at any time (i) all guarantees issued
by our subsidiaries under the credit agreement and any other arrangements
whereby such subsidiaries have indebtedness or provide guarantees or other
forms of credit support for our indebtedness in excess of the amounts permitted
under the indenture without ratably guaranteeing the debt securities are
released or otherwise terminated or (ii) there are no arrangements whereby such
subsidiaries have indebtedness or provide guarantees or other forms of credit
support for our indebtedness in excess of the amounts permitted under the
indenture without ratably guaranteeing the debt securities. See "--Covenants;
Limitation on Subsidiary Indebtedness and Guarantees" below. The guarantees of
the debt securities will be reinstated if our subsidiaries subsequently
guarantee our indebtedness under the credit agreement or incur indebtedness or
provide a guarantee or other form of credit support for our indebtedness, all
of which, in the aggregate, exceeds the amounts the indenture permits without
ratably guaranteeing the debt securities.

Ranking

The debt securities will constitute senior unsecured obligations of Media
General and will rank equally with all of our existing and future unsecured and
unsubordinated indebtedness from time to time outstanding. Guarantees of our
subsidiaries, if and when issued, will constitute senior unsecured obligations
of those subsidiaries and will rank equally with all of the existing and future
unsecured and unsubordinated indebtedness of such subsidiaries from time to
time outstanding.

The debt securities will rank junior to any of our secured obligations to
the extent of the assets securing such obligations. The guarantees of our
subsidiaries, if and when issued, will rank junior to any secured obligations
of those subsidiaries, in each case, to the extent of the assets securing such
obligations.

In addition to the foregoing, because Media General is a holding company
that conducts operations through its subsidiaries, its ability to meet its
obligations under its indebtedness, including payments of principal of, and
premium, if any, and interest on, the debt securities, depends on the earnings
and cash flow of substantially all of its subsidiaries and the ability of its
subsidiaries to pay dividends or advance or repay funds to Media General. Any
right of Media General and its creditors (including the holders of the debt
securities) to participate in the assets of any of its subsidiaries upon
liquidation, dissolution or reorganization of any such subsidiary will be
subject to the prior claims of that subsidiary's creditors (except to the
extent that subsidiary has executed a guarantee in respect of the particular
creditor of Media General or to the extent that the claims of Media General
itself as a creditor are recognized), including that subsidiary's trade
creditors and creditors of Media General who have obtained guarantees from that
subsidiary. Accordingly, absent the existence of guarantees from its
subsidiaries or Media General being recognized as a creditor of its
subsidiaries, the debt securities will effectively be subordinated to the claim
of creditors of its subsidiaries. As of July 1, 2001, Media General had
outstanding $46,052 of secured indebtedness and $796 million of senior
unsecured indebtedness ($783 million of which is guaranteed by its
subsidiaries) and its subsidiaries had outstanding $1.3 million of
indebtedness, all of which is secured indebtedness.

Redemption and Repurchase

The debt securities of a series may be redeemable at our option, may be
subject to mandatory redemption pursuant to a sinking fund or otherwise, or may
be subject to repurchase by us at the option of the holders, in each case upon
the terms, at the times and at the prices set forth in the applicable
prospectus supplement.

Registration, Transfer, Payment and Paying Agent

Unless otherwise indicated in the applicable prospectus supplement, each
series of debt securities will be issued in registered form only, without
coupons. The indenture, however, provides that Media General may also issue
debt securities in bearer form only, or in both registered and bearer form.
Purchasers of bearer securities will be subject to certification procedures and
may be affected by certain limitations under United States tax laws. Such
procedures and limitations will be described in the prospectus supplement
relating to the offering of such bearer securities. (Section 305)

Unless otherwise indicated in the applicable prospectus supplement,
registered securities will be issued in denominations of $1,000 or any integral
multiple thereof, and bearer securities will be issued in denominations of
$5,000. (Section 302)

Unless otherwise indicated in the applicable prospectus supplement,
principal, premium, if any, and interest, if any, in respect of the debt
securities will be payable, and debt securities may be surrendered for
registration of transfer or exchange, at an office or agency to be maintained
by Media General in the Borough of Manhattan, The City of New York, provided
that payments of interest with respect to any registered security other than a
registered security represented by a global certificate may be made at the
option of Media General by check mailed to the address of the person entitled
thereto or by transfer to an account maintained by the payee with a bank
located in the United States. (Section 307) No service charge shall be made for
any registration of transfer or exchange of debt securities, but Media General
may require payment of a sum sufficient to cover any tax or other governmental
charge and any other expenses that may be imposed in connection therewith.
(Section 305)

Unless otherwise indicated in the applicable prospectus supplement, Media
General will not be required to do any of the following:

. issue, register the transfer of or exchange debt securities of any
series during a period beginning at the opening of business 15 days
before any selection of debt securities of that series of like tenor to
be redeemed and ending at the close of business on the day of that
selection;

. register the transfer of or exchange any registered security, or portion
thereof, called for redemption, except the unredeemed portion of any
registered security being redeemed in part; or

. issue, register the transfer of or exchange any debt security that has
been surrendered for repayment at the option of the holder, except the
portion, if any, of such debt security not to be so repaid. (Section
305)

Global Securities

The debt securities of a series may be represented in whole or in part by
one or more global certificates that will be deposited with, or on behalf of, a
depositary identified in the prospectus supplement relating to such series. The
specific terms of the depositary arrangements with respect to a series of
global debt securities will be described in the prospectus supplement relating
to such series.

The indenture provides that if:

. the depositary for a series of the debt securities notifies Media
General that it is unwilling or unable to continue as depositary or if
such depositary ceases to be eligible under the indenture and a
successor depositary is not appointed by Media General within 90 days of
written notice,

. Media General determines that the debt securities of a particular series
will no longer be represented by one or more global certificates and
notifies the trustee to such effect or

. an Event of Default with respect to a series of the debt securities has
occurred and is continuing,

then the global certificate or certificates representing all of the debt
securities of such series will be exchanged for debt securities of the same
series in certificated form of like tenor and equal aggregate principal amount
and in authorized denominations. Such certificated debt securities will be
registered in such name or names as the depositary shall instruct the trustee.
(Section 305)

Covenants

Media General and its subsidiaries have agreed to some restrictions on their
activities for the benefit of holders of the debt securities. The covenants
summarized below will apply, unless waived or amended, while any of the debt
securities are outstanding. However, the applicable prospectus supplement may
describe different covenants applicable to the series of debt securities that
the prospectus supplement covers.

Limitation on Liens. Media General will not, nor will it permit any of its
subsidiaries to, issue, assume, guarantee or suffer to exist any indebtedness
if such indebtedness is secured by a lien upon any assets, stock or other
property of Media General, without effectively providing, concurrently, that
the debt securities will be secured equally and ratably with (or prior to) such
indebtedness. However, the foregoing restriction will not apply to:

. any lien created or assumed by Media General or any of its subsidiaries
on a property at the time they acquire the property or within 180 days
after the date they acquire the property;

. any lien created or assumed by Media General or any of its subsidiaries
on a property to finance all or some of the cost of construction or
improvement of such property at the time of its construction or
improvement or within 180 days after the date they complete and begin
operating the property commercially, provided that the lien shall not
apply to any property theretofore owned by Media General or any of its
subsidiaries, other than any theretofore unimproved real property on
which the property so constructed, or the improvement, is located;

. any liens on a property acquired from a corporation which is merged with
or into Media General or any of its subsidiaries or any lien outstanding
at the time any corporation becomes a subsidiary of Media General;

. any lien in favor of Media General or any of its subsidiaries unless
granted by Media General; and

. any lien that extends, renews or replaces in whole or in part a lien
permitted by any of the foregoing clauses, provided that Media General
or any of its subsidiaries does not increase the amount of indebtedness
so secured at the time of such extension, renewal or replacement and
that such extension, renewal or replacement is limited to all or a part
of the property which secured the lien so extended, renewed or replaced
(plus improvements on such property).

Notwithstanding the foregoing, Media General or any of its subsidiaries may
issue, assume, guarantee or suffer to exist secured indebtedness, which would
otherwise be subject to the foregoing restrictions, in an aggregate amount
which, together with (i) all other secured indebtedness otherwise subject to
the foregoing restrictions, (ii) all unsecured indebtedness of each subsidiary
of Media General that has not provided a guarantee that is in full force and
effect to the holders of the debt securities ranking on an equal basis with
such indebtedness and (iii) all attributable debt in respect of sale and lease-
back transactions of Media General and its subsidiaries existing at such time
(other than sale and lease-back transactions the proceeds of which have been
applied in accordance with the third bullet point under "--Limitation on Sale
and Lease-Back Transactions" below), does not at the time exceed 10% of the
stockholders' equity of Media General and its consolidated subsidiaries,
computed in accordance with GAAP, as shown on the audited consolidated balance
sheet contained in the latest annual report to stockholders of Media General.
(Section 1006)

Limitation on Subsidiary Indebtedness and Guarantees. Media General will not
permit any of its subsidiaries to issue, assume, guarantee or suffer to exist
any indebtedness (whether secured or unsecured) without effectively providing,
concurrently, that the debt securities will be guaranteed on an equal basis
with such indebtedness. However, the foregoing restriction will not apply to:

. any indebtedness of a person which is acquired by Media General where
such indebtedness is outstanding at the time that such person becomes a
subsidiary of Media General and was not incurred in contemplation of
such acquisition transaction; and

. indebtedness in favor of Media General or a subsidiary of Media General
that has guaranteed the debt securities on an equal basis.

Notwithstanding the foregoing, any of our subsidiaries may issue, assume,
guarantee or suffer to exist indebtedness, which would otherwise be subject to
the foregoing restrictions, in an aggregate amount which together with (i) all
other indebtedness or guarantees otherwise subject to the foregoing
restrictions, (ii) all unsecured indebtedness of each subsidiary of Media
General that has not provided a guarantee that is in full force and effect to
the holders of the debt securities ranking on an equal basis with such
indebtedness and (iii) all attributable debt in respect of sale and lease-back
transactions of Media General and its subsidiaries existing at such time (other
than sale and lease-back transactions the proceeds of which have been applied
in accordance with the third bullet point under "--Limitation on Sale and
Lease-Back Transactions" below) does not at the time exceed 10% of the
stockholders' equity of Media General and its consolidated subsidiaries,
computed in accordance with GAAP, as shown on the audited consolidated balance
sheet contained in the latest annual report to stockholders of Media General.
(Section 1006)

Limitation on Sale and Lease-Back Transactions. Media General will not, nor
will it permit any of its subsidiaries to, enter into any arrangement providing
for the leasing to Media General or any of its subsidiaries of any real
property which has been or is to be sold or transferred by Media General or any
such subsidiary (a "sale and lease-back transaction"), unless:

. the lease has a term of three years or less,

. Media General or such subsidiary would be entitled to incur indebtedness
by a lien on the property to be leased in an amount equal to the
attributable debt with respect to such sale and lease-back transaction
without equally and ratably securing the debt securities, or

. Media General applies an amount equal to the fair value (as determined
by the board of directors of Media General) of the property so leased to
the retirement, within 180 days of the effective date of such sale and
lease-back transaction, of debt securities or indebtedness of Media
General which ranks on a parity with the debt securities. (Section 1007)

Additional Subsidiary Guarantors. If any of Media General's present or
future subsidiaries, excluding subsidiaries which individually and in aggregate
constitute "minor" subsidiaries, that is not a subsidiary guarantor of any
series of debt securities becomes a guarantor under the credit agreement or
incurs indebtedness or provides credit support for any indebtedness of Media
General after the date of the indenture in excess of the amounts permitted to
be guaranteed by the subsidiaries under the indenture without ratably
guaranteeing the debt securities, then Media General agrees to cause that
subsidiary to become a subsidiary guarantor under the indenture.

Certain Definitions (Section 101)

"attributable debt" means, at the time of determination, the present value
(discounted at the interest rate, compounded semiannually, equal to the
discount rate that would be applicable to a capital lease obligation with a
like term in accordance with GAAP) of the obligation of a lessee for net rental
payments during the remaining term of any lease (including any period for which
such lease has been extended) entered into in connection with a sale and lease-
back transaction.

"capitalized lease obligation" means, as to any person, the obligation of
such person to pay rent or other amounts under any lease of (or other
arrangement conveying the right to use) real or personal property, or a
combination thereof, which obligation is required to be classified and
accounted for as a capital lease on the balance sheet of such person under GAAP
and the amount of such obligation at any time shall be the capitalized amount
thereof at such time determined in accordance with GAAP.

"credit agreement" means the Credit Agreement, dated as of June 29, 2001,
among Media General and the lenders and agents named therein, relating to the
revolving credit facility and any extensions, renewals or replacements thereof.

"GAAP" means such accounting principles as are generally accepted in the
United States of America as of the date or time of any computation required
under the indenture or any debt securities.

"guarantee" or "guarantees" means each full and unconditional guarantee of
the payment of the principal of, premium, if any, or interest on or any
Additional Amounts (as such term is defined in the indenture) with respect to
the debt securities by a subsidiary guarantor.

"indebtedness" of any person at any date means:

. all indebtedness of such person for borrowed money or which is evidenced
by a note, bond, debenture or similar instrument,

. all indebtedness of such person for the deferred purchase price of
property or services (other than current trade liabilities incurred in
the ordinary course of business and payable in accordance with customary
practices),

. all capital lease obligations of such person,

. all obligations of such person in respect of acceptances or letters of
credit or similar instruments issued or created for the account of such
person,

. all guarantee obligations of such person (but excluding any guarantee of
an agreement of a wholly-owned subsidiary, if the obligation under such
agreement would not otherwise constitute indebtedness hereunder if such
person had entered into such agreement directly),

. all obligations of such person in respect of interest rate hedge or
protection agreements,

. all redeemable preferred stock of such person, and

. all liabilities of the type described in the first through fifth bullets
above secured by any lien on any property owned by such person even
though such person has not assumed or otherwise become liable for the
payment thereof; provided that the amount of any nonrecourse
indebtedness of such person shall be not more than an amount equal to
the fair market value of the property subject to such lien, as
determined by such person in good faith.

The indebtedness of any person shall include the indebtedness of any
partnership in which such person is a general partner, other than to the extent
the instrument or agreement evidencing such indebtedness expressly limits
liability of such person in respect thereof.

"lien" means any mortgage, pledge, security interest or lien.

"person" means any individual, corporation, limited liability company,
partnership, joint venture, joint-stock company, trust, unincorporated
organization or government or any agency or political subdivision thereof.

"subsidiary" of any person means:

. any corporation, association or other business entity of which more than
50% of the total voting power of shares of capital stock entitled
(without regard to the occurrence of any contingency) to vote in the
election of directors, managers or trustees thereof is at the time owned
or controlled, directly or indirectly, by that person or one or more of
the other subsidiaries of that person (or a combination thereof);

. any partnership, limited liability company or similar pass-through
entity, the sole general partner or the managing general partner or
managing member of which is that person or a subsidiary of that person;
and

. any partnership, limited liability company or similar pass-through
entity, the only general partners, managing members or persons, however
designated, in corresponding roles, of which are that person or one or
more subsidiaries of that person (or any combination thereof).

Consolidation, Amalgamation, Merger and Sale of Assets

The indenture provides that Media General may not (1) consolidate or
amalgamate with or merge into any person, (2) permit any person to consolidate
or amalgamate with or merge into Media General or (3) convey, transfer or lease
its properties and assets as an entirety or substantially as an entirety to any
person, unless:

. in the case of (1) above, such person is a corporation or limited
liability company organized and existing under the laws of the United
States of America, any state thereof or the District of Columbia and
expressly assumes, by supplemental indenture satisfactory in form to the
trustee, the due and punctual payment of the principal of, premium, if
any, and interest on, and any additional amounts with respect to, all of
the debt securities issued under the indenture, and the performance of
all other obligations under the indenture,

. immediately after giving effect to such transaction, no Event of
Default, and no event which after notice or lapse of time or both would
become an Event of Default, will have happened and be continuing, and

. certain other conditions are met. (Section 801)

Events of Default

Unless otherwise specified in the applicable prospectus supplement, each of
the following shall be an "Event of Default" with respect to the debt
securities of any series:

. default in the payment of any interest on any debt security of such
series, or any additional amounts payable with respect thereto, when
such interest becomes or such additional amounts become due and payable,
and continuance of such default for a period of 30 days,

. default in payment of the principal of or any premium with respect to
any debt security of such series, or any additional amounts payable with
respect thereto, when due upon maturity, redemption or otherwise,

. default in making any sinking fund payment or payment under any
analogous provision when due with respect to any debt security of such
series,

. default by Media General or any subsidiary guarantor in the performance,
or breach, of any covenant or warranty in the indenture (other than a
covenant or warranty included therein solely for the benefit of one or
more series of debt securities other than such series), the guarantee or
any debt security of such series other than a default or breach
specifically covered elsewhere in these bullet points, which shall not
have been remedied for a period of 60 days after delivery of written
notice to Media General or such subsidiary guarantor by the trustee or
the holders of not less than 33 1/3% in aggregate principal amount of
the debt securities of such series then outstanding,

. certain events of bankruptcy, insolvency, reorganization, winding up or
liquidation of Media General or any of its Significant Subsidiaries (as
defined in Regulation S-X under the Securities Act),

. there occurs with respect to any indebtedness of Media General
(including an Event of Default under any other series of debt
securities), any of its Significant Subsidiaries or any subsidiary
guarantors with an original or principal amount of $20,000,000 or more,
whether such indebtedness exists on the date hereof or shall hereafter
be created, (a) an event of default that has resulted in the
acceleration of the maturity of such indebtedness and such indebtedness
shall not have been discharged in full or such acceleration shall not
have been rescinded or annulled within 30 days of such acceleration
and/or (b) the failure to make a payment at maturity and such defaulted
payment shall not have been made, waived or extended within 30 days of
such payment default,

. except as permitted by the indenture, any guarantee of the debt
securities shall be held in any judicial proceeding to be unenforceable
or invalid or shall cease for any reason to be in full force and effect
or any subsidiary guarantor or any person acting on behalf of any
subsidiary guarantor shall deny or disaffirm its obligations under its
guarantee of the debt securities, or

. any other Event of Default established in or pursuant to the indenture
for the debt securities of such series. (Section 501)

No Event of Default with respect to any particular series of debt securities
necessarily constitutes an Event of Default with respect to any other series of
debt securities. The indenture provides that the trustee may withhold notice to
the holders of the debt securities of any series of the occurrence of a default
with respect to the debt securities of such series (except a default in payment
of principal, premium, if any, or interest, if any, or in making sinking fund
payments, if any) if the trustee considers it in the interest of the holders to
do so. (Section 602)

The indenture provides that if an Event of Default with respect to any
series of debt securities of the type described in the fifth bullet point in
the previous paragraph with respect to Media General, its Significant
Subsidiaries or any subsidiary guarantors shall have occurred and be
continuing, then the principal of, and unpaid interest accrued on, the debt
securities of such series will become immediately due and payable. The
indenture provides that if any other Event of Default with respect to any
series of debt securities issued

thereunder shall have occurred and be continuing, either the trustee or the
holders of at least 33 1/3% in aggregate principal amount of the debt
securities of such series then outstanding may declare the principal amount
(or, if any debt securities of such series are original issue discount
securities, such lesser amount as may be specified in the terms thereof) of all
the debt securities of such series to be due and payable immediately, but upon
certain conditions such declaration and its consequences may be rescinded and
annulled by the holders of a majority in aggregate principal amount of the debt
securities of such series then outstanding. (Section 502)

Subject to the provisions of the Trust Indenture Act requiring the trustee,
during an Event of Default under the indenture, to act with the requisite
standard of care, the trustee is under no obligation to exercise any of its
rights or powers under the indenture at the request or direction of the holders
of debt securities of any series unless such holders have offered the trustee
reasonable indemnity. (Section 601) Subject to the foregoing, holders of a
majority in aggregate principal amount of the then outstanding debt securities
of any series issued under the indenture shall have the right, subject to
certain limitations, to direct the time, method and place of conducting any
proceeding for any remedy available to the trustee under the indenture with
respect to such series. (Section 512) The indenture requires the annual filing
with the trustee of a certificate by Media General as to whether or not it is
in default under the terms of the indenture. Media General is also required to
deliver written notice to the trustee, within five days after becoming aware
thereof, of any Event of Default or any event which after notice or lapse of
time would constitute an Event of Default. (Section 1009)

Except as otherwise specified in the immediately succeeding paragraphs, no
holder of any debt securities may institute any proceeding, judicial or
otherwise, with respect to the indenture or such debt securities unless:

. such holder has previously given the trustee written notice that an
Event of Default has occurred and is continuing,

. holders of at least 33 1/3% in aggregate principal amount of the
outstanding debt securities of the same series have requested the
trustee to pursue the remedy;

. holders of at least 33 1/3% in aggregate principal amount of the
outstanding debt securities of the same series have offered the trustee
reasonable security or indemnity against any loss, liability or expense;

. the trustee has not complied with the holders' request within 60 days of
the receipt of such request and offer of security or indemnity; and

. the holders of a majority in aggregate principal amount of the
outstanding debt securities of such series have not given the trustee a
direction inconsistent with the request of the holders' of at least 33
1/3% in aggregate principal amount of the outstanding debt securities of
the same series within such 60-day period. (Section 507)

Notwithstanding any other provision of the indenture, the holder of any debt
security shall have the right, which is absolute and unconditional, to receive
payment of the principal of, and premium, if any, and interest, if any, on,
such debt security on the respective due dates therefor (as the same may be
extended in accordance with the terms of such debt security) and to institute
suit for enforcement of any such payment, and such right shall not be impaired
without the consent of such holder. (Section 508)

Modification and Waiver

The indenture contains provisions permitting Media General and the trustee,
with the consent of the holders of a majority in aggregate principal amount of
the outstanding debt securities of each series issued under the indenture and
affected by a modification or amendment, to modify or amend any of the
provisions of the indenture or of the debt securities of such series or the
rights of the holders of the debt securities of such series under the
indenture, provided that no such modification or amendment shall, without the
consent of the holder of each outstanding debt security issued under the
indenture so affected, among other things:

. change the stated maturity of the principal of, or premium, if any, or
any installment of interest, if any, on, or any additional amounts with
respect to, any debt securities of such series or reduce (or change the
manner of calculation of) the principal amount thereof or any additional
amounts with respect thereto, or reduce (or change the manner of
calculation of) the rate of interest thereon or any additional amounts
with respect thereto, or reduce the amount of principal of such debt
securities that would be provable in bankruptcy or due and payable upon
an acceleration of the maturity thereof, or change any of the redemption
or repayment provisions of such debt securities, or change any place
where, or the currency in which, such debt securities are payable,

. impair the holder's right to institute suit to enforce the payment in
respect of any debt securities of such series on or after the stated
maturity thereof,

. adversely affect the holder's right, if any, to convert or exchange any
debt securities of such series or impair such holder's right to
institute suit to enforce the same,

. release any subsidiary guarantor from any of its obligations under its
guarantee or the indenture, except in accordance with the terms of the
indenture,

. reduce the percentage in aggregate principal amount of debt securities
of such series the consent of the holders of which is required for any
such modification or amendment or the consent of the holders of which is
required for any waiver (of compliance with certain provisions of the
indenture or certain defaults thereunder and their consequences) or
reduce the requirements for a quorum or voting at a meeting of holders
of such debt securities, or

. modify any of the foregoing provisions or any of the provisions relating
to the waiver of certain past defaults or certain covenants, except to
increase the required percentage to effect such action or to provide
that certain other provisions may not be modified or waived without the
consent of the holder of each debt security. (Section 902)

The indenture also contains provisions permitting Media General, the
subsidiary guarantors and the trustee, without the consent of the holders of
any debt securities issued thereunder, to modify or amend the indenture in
order, among other things:

. to add to the covenants of Media General or the subsidiary guarantors
made in the indenture for the benefit of the holders of all or any
series of debt securities issued under the indenture or to surrender any
right or power conferred upon Media General or the subsidiary guarantors
by the indenture,

. to add to the Events of Default for the benefit of the holders of all or
any series of debt securities issued under the indenture,

. to add or change any provisions of the indenture to facilitate the
issuance of, or to liberalize certain terms of, bearer securities, or to
permit or facilitate the issuance of debt securities in uncertificated
form, provided that such action shall not adversely affect the interests
of holders of debt securities of any series in any material respect,

. to establish the form or terms of debt securities of any series,
including the conversion or exchange rights and procedures, if
applicable, of the holders of any series of debt securities,

. to evidence the succession of another person to Media General as obligor
under the indenture or any subsidiary guarantor as guarantor under the
indenture,

. to provide for the acceptance of appointment by a successor trustee, or
to add to or change the provisions of the indenture to, facilitate the
administration of the trusts, where applicable,

. to secure the debt securities,

. to cure any ambiguity, defect or inconsistency in the indenture, or to
make any other provisions with respect to matters or questions arising
under the indenture, provided such action shall not adversely affect the
interests of the holders of any series of debt securities in any
material respect,

. to amend or supplement any provision contained in the indenture,
provided that such amendment or supplement does not apply to any
outstanding debt securities issued prior to the date of such amendment
or supplement, or

. to amend or supplement any provision in the indenture, provided that no
such amendment or supplement shall adversely affect the interests of the
holders of any series of debt securities in any material respect.
(Section 901)

The holders of a majority in aggregate principal amount of the outstanding
debt securities of any series may waive compliance by Media General with
certain covenants in the indenture. In addition the holders of a majority in
aggregate principal amount of the outstanding debt securities of any series
may, on behalf of all holders of debt securities of that series, waive any past
default under the indenture with respect to debt securities of that series and
its consequences, except a default in the payment of the principal of, or
premium, if any, or interest, if any, on, or any additional amounts with
respect to, any of the debt securities of such series or in respect of a
covenant or provision which cannot be modified or amended without the consent
of each holder of the outstanding debt securities of such series so affected.

Outstanding Debt Securities

In determining whether the holders of the requisite principal amount of
outstanding debt securities have given any request, demand, authorization,
direction, notice, consent or waiver under the indenture:

. the principal amount of an original issue discount security shall be
that portion of the principal amount thereof that would be declared to
be due and payable upon an acceleration of the maturity thereof pursuant
to the terms of such original issue discount security as of the date of
such determination,

. the principal amount of any debt security the payment of principal of
which is determined by reference to an index, formula or other method
shall be the principal face amount of such debt security determined on
the date of its original issuance,

. the principal amount of any debt security denominated in a currency
other than U.S. dollars shall be the U.S. dollar equivalent, determined
on the date of original issuance of such debt security, of the principal
amount of such debt security, and

. any debt security owned by Media General or other obligor on such debt
security or any affiliate of Media General or such other obligor shall
be deemed not to be outstanding.

Discharge, Defeasance and Covenant Defeasance

Upon the direction of Media General, the indenture shall cease to be of
further effect with respect to any series of debt securities issued thereunder
specified by Media General (subject to the survival of certain provisions
thereof, including the obligation to pay additional amounts to the extent
described below) when:

. either (A) all outstanding debt securities of such series and, in the
case of bearer securities, all coupons appertaining thereto, have been
delivered to the trustee for cancellation (subject to certain
exceptions) or (B) all debt securities of such series and, if
applicable, any coupons appertaining thereto, have become due and
payable or will become due and payable at their stated maturity within
one year or are to be called for redemption within one year and Media
General has deposited with the trustee, in trust, funds in U.S. dollars
or the foreign currency in which such debt securities are payable, in an
amount sufficient to pay the entire indebtedness on such debt securities
in respect of principal (and premium, if any) and interest to the date
of such deposit (if such debt securities have become due and payable) or
to the maturity thereof, as the case may be,

. Media General has paid all other sums payable under the indenture with
respect to the debt securities of such series and

. certain other conditions are met.

If the debt securities of any such series provide for the payment of
additional amounts, Media General will remain obligated, following such
deposit, to pay additional amounts on such debt securities to the extent that
the amount thereof exceeds the amount deposited in respect of such additional
amounts as aforesaid. (Section 401)

The indenture provides that, unless the following provisions are made
inapplicable to the debt securities of or within any series, Media General may
elect with respect to any series of debt securities either to defease and be
discharged from (1) any and all obligations with respect to such debt
securities (except for, among other things, the obligation to pay additional
amounts, if any, upon the occurrence of certain events of taxation, assessment
or governmental charge with respect to payments on such debt securities to the
extent that the amount thereof exceeds the amount deposited in respect of such
additional amounts as provided below, and the obligations to register the
transfer or exchange of such debt securities, to replace temporary or
mutilated, destroyed, lost or stolen debt securities, to maintain an office or
agency in respect of such debt securities, to hold moneys for payment in trust,
and, if applicable, to exchange or convert such debt securities into other
securities in accordance with their terms) ("defeasance") or (2) the covenants
described above under "--Covenants" and, if indicated in the applicable
prospectus supplement, its obligations with respect to any other covenant
applicable to the debt securities of such series, and any omission to comply
with such obligations shall not constitute a default or an Event of Default
with respect to the debt securities of such series ("covenant defeasance"), in
either case upon the irrevocable deposit with the trustee, in trust for such
purpose, of an amount, in U.S. dollars or the foreign currency in which such
debt securities are payable, at stated maturity, and/or government obligations
(as defined below) which through the payment of principal and interest in
accordance with their terms will provide money, in an amount sufficient to pay
the principal of and any premium and any interest on (and, to the extent that
(a) the debt securities of such series provide for the payment of additional
amounts and (b) the amount of any such additional amounts is at the time of
deposit reasonably determinable by Media General (in the exercise of its sole
discretion), any such additional amounts with respect to) such debt securities,
and any mandatory sinking fund or analogous payments thereon, on the scheduled
due dates therefor or the applicable redemption date, as the case may be.
(Section 402)

Such a trust may only be established if, among other things, (1) the
applicable defeasance or covenant defeasance does not result in a breach or
violation of, or constitute a default under, the indenture or any other
material agreement or instrument to which Media General or any of its
Significant Subsidiaries is a party or by which it is bound, (2) no Event of
Default or event which with notice or lapse of time or both would become an
Event of Default with respect to the debt securities to be defeased shall have
occurred and be continuing on the date of establishment of such a trust and,
with respect to defeasance only, at any time during the period ending on the
91st day after such date and (3) Media General has delivered to the trustee an
opinion of counsel to the effect that the holders of such debt securities will
not recognize income, gain or loss for United States federal income tax
purposes as a result of such defeasance or covenant defeasance and will be
subject to United States federal income tax on the same amounts, in the same
manner and at the same times as would have been the case if such defeasance or
covenant defeasance had not occurred, and such opinion of counsel, in the case
of defeasance, must refer to and be based upon a letter ruling of the Internal
Revenue Service received by Media General, a Revenue Ruling published by the
Internal Revenue Service or a change in applicable United States federal income
tax law occurring after the date of the indenture. (Section 402)

"government obligations" means securities which are (1) direct obligations
of the United States of America or the other government or governments in the
confederation which issued the foreign currency in which the principal of or
any premium or interest on such securities or any additional amounts in respect
thereof shall be payable, in each case where the payment or payments thereunder
are supported by the full faith and credit of such government or governments or
(2) obligations of a Person controlled or supervised by and acting as an agency
or instrumentality of the United States of America or such other government or
governments, in each case where the timely payment or payments thereunder are
unconditionally guaranteed as a full faith and credit obligation by the United
States of America or such other government or governments, and which, in the
case of (1) or (2), are not callable or redeemable at the option of the issuer
or issuers thereof

and shall also include a depository receipt issued by a bank or trust company
as custodian with respect to any such government obligation or a specific
payment of interest on or principal of or other amount with respect to any such
government obligation held by such custodian for the account of the holder of a
depository receipt, provided that (except as required by law) such custodian is
not authorized to make any deduction from the amount payable to the holder of
such depository receipt from any amount received by the custodian in respect of
the government obligation or the specific payment of interest on or principal
of or other amount with respect to the government obligation evidenced by such
depository receipt. (Section 101)

If after Media General has deposited funds and/or government obligations to
effect defeasance or covenant defeasance with respect to the debt securities of
any series, (1) the holder of any debt security of such series is entitled to,
and does, elect to receive payment in a currency other than that in which such
deposit has been made in respect of such debt security or (2) a conversion
event (as defined below) occurs in respect of the foreign currency in which
such deposit has been made, the indebtedness represented by such debt security
will be deemed to have been, and will be, fully discharged and satisfied
through the payment of the principal of, any premium and interest on, and any
additional amounts with respect to, such debt security as such debt security
becomes due out of the proceeds yielded by converting the amount or other
assets so deposited in respect of such debt security into the currency in which
such debt security becomes payable as a result of such election or such
conversion event based on (a) in the case of payments made pursuant to clause
(1) above, the applicable market exchange rate for such currency in effect on
the second business day prior to such payment date or (b) with respect to a
conversion event, the applicable market exchange rate for such foreign currency
in effect (as nearly as feasible) at the time of the conversion event. (Section
402)

"conversion event" means the cessation of use of (1) a foreign currency
other than the euro, both by the government of the country or the confederation
which issued such foreign currency and for the settlement of transactions by a
central bank or other public institutions of or within the international
banking community or (2) a foreign currency consisting of the euro, both within
the European Monetary System and for the settlement of transactions by public
institutions of or within the European Union. (Section 101)

In the event Media General effects covenant defeasance with respect to any
of the debt securities and such debt securities are declared due and payable
because of the occurrence of any Event of Default other than an Event of
Default with respect to any covenant as to which there has been covenant
defeasance, the amount of funds in the currency in which such debt securities
are payable plus any government obligations on deposit with the trustee will be
sufficient to pay amounts due on such debt securities at the time of their
stated maturity but may not be sufficient to pay amounts due on such debt
securities at the time of the acceleration resulting from such Event of
Default. However, Media General would remain liable to make payment of such
amounts due at the time of acceleration.

Governing Law

The indenture, the debt securities and any subsidiary guarantees will be
governed by, and construed in accordance with, the laws of the State of New
York.

Regarding the Trustee

The trustee for the debt securities is SunTrust Bank. Media General and
certain of its affiliates maintain deposit accounts and banking relationships
with the trustee. The Trust Indenture Act contains limitations on the rights of
a trustee, should it become a creditor of Media General, to obtain payment of
claims in certain cases or to realize on certain property received by it in
respect of any such claims, as security or otherwise. The trustee is permitted
to engage in other transactions with Media General and its subsidiaries from
time to time, provided that if the trustee acquires any conflicting interest it
must eliminate such conflict upon the occurrence of an Event of Default under
the indenture, or else resign.

DESCRIPTION OF CAPITAL STOCK

The description of Media General's capital stock set forth below is not
complete. You should refer to the Amended and Restated Articles of
Incorporation (Articles) and Bylaws of Media General for complete information
regarding the terms and provisions of the capital stock of Media General. The
Articles and Bylaws of Media General have been filed with the SEC and are
incorporated by reference as exhibits to the registration statement of which
this prospectus is a part.

General

As of August 15, 2001, the Company's authorized capital stock consists of
75,000,000 shares of Class A Common Stock, par value $5.00 per share (Class A
Common Stock), 22,398,080 shares of which were outstanding, 600,000 shares of
Class B Common Stock, par value $5.00 per share (Class B Common Stock), 556,574
shares of which were outstanding and 5,000,000 shares of Preferred Stock, par
value $5.00 per share (Preferred Stock), none of which were outstanding.

The Company's Class A Common Stock is listed on the American Stock Exchange.
The Company has received confirmation that it has satisfied the eligibility
requirements for listing on the NYSE and has been cleared to file a listing
application. The Company expects to complete that process and begin trading in
the Class A Common Stock on the NYSE on September 19, 2001. The Company's Class
B Common Stock is not listed on any national or regional securities exchange.

Common Stock

Voting Rights. The holders of shares of Class A Common Stock voting
separately as a class are entitled to elect 30% of the Board of Directors of
the Company proposed to be elected at any meeting of the shareholders of the
Company held for that purpose (or the nearest whole number if that percentage
is not a whole number). The holders of shares of Class B Common Stock voting
separately as a class are entitled to elect the balance of the Company's Board
of Directors to be elected at that meeting. The number of directors
constituting the Board of Directors may be fixed by the shareholders or the
Board of Directors but may not be less than eight nor more than twelve.

The Company's Articles provide that, unless the stock exchange on which
stock of the Company is listed consents in writing to such action being taken
without a vote (or if none of the stock of the Company is listed on any
exchange), the holders of shares of Class A Common Stock, voting together with
the holders of shares of Class B Common Stock and, to the extent provided in
any amendment to the Company's Articles, the holders of shares of any series of
Preferred Stock, would be entitled to vote on:

. any reservation of shares to be issued in respect of options to be
granted to officers, directors or employees of the Company; and

. any acquisition of the stock or assets of any company if any officer,
director or 10% shareholder of the Company has any interest, directly or
indirectly, in the company or assets to be acquired or the consideration
to be paid, or the transaction is of such a size as to involve (in the
reasonable judgment of the Board of Directors) 20% of the aggregate
number of outstanding shares of Class A Common Stock and Class B Common
Stock or shares of Class A Common Stock, shares of Class B Common Stock
and other consideration having an aggregate fair value (in the
reasonable judgment of the Board of Directors) of approximately 20% or
more of the aggregate market value of the shares of Class A Common Stock
and Class B Common Stock then outstanding.

The AMEX and the NYSE have advised the Company in writing that the Company may
take both of the actions described above without a vote of the Company's
shareholders, unless the action is subject to the then applicable shareholder
approval requirements of the AMEX or the NYSE as the case may be.

The holders of shares of Class B Common Stock, to the exclusion of the
holders of shares of Class A Common Stock, have the sole and full power to vote
for all other purposes without limitation except as may be required by the
Virginia Stock Corporation Act (VSCA). Because of the voting rights granted to
the holders of the Class B Common Stock, with regard to the election of
directors and other matters, those holders could prevent a change in control of
the Company or make it difficult to remove present management.

If approval of the holders of either the shares of Class A Common Stock or
the shares of Class B Common Stock is required by law for the adoption of an
amendment to the Company's Articles, then, unless the Board of Directors
requires a greater vote, such approval shall require a majority (rather than
two-thirds as otherwise provided in the VSCA) of all votes entitled to be cast
by the holder of shares of Class A Common Stock or Class B Common Stock, as
applicable. The holders of shares of Class A Common Stock or Class B Common
Stock have one vote per share for each matter on which they are entitled to
vote. There is no provision for cumulative voting in the Company's Articles.

Dividend Rights. Subject to the preferential rights of any outstanding
series of Preferred Stock and except as to stock dividends, holders of the
Class A Common Stock and Class B Common Stock are entitled to receive equal
dividends per share when dividends are declared by the Board of Directors out
of funds legally available for that purpose. In connection with a stock
dividend or other distribution of shares, holders of shares of Class A Common
Stock may be issued only shares of Class A Common Stock in the payment of any
stock dividend or distribution while the holders of shares of Class B Common
Stock may be issued either shares of Class A Common Stock or Class B Common
Stock.

In addition to the rights of the holders, if any, of the Preferred Stock to
be satisfied before dividends may be paid on the Class A Common Stock or Class
B Common Stock, the credit agreement and other loan agreements of Media General
restrict its ability to pay cash dividends.

Liquidation Rights. In the event of any voluntary or involuntary dissolution
of the Company, the holders of shares of Class A Common Stock, with the holders
of shares of Class B Common Stock, are entitled to share ratably in the
distributable assets of the Company after any applicable liquidation
preferences of any issued and outstanding shares of Preferred Stock.

Preemptive and Conversion Rights. The holders of shares of Class B Common
Stock have preemptive rights with respect to the issuance of additional shares
of Class B Common Stock. Each share of Class B Common Stock may be converted at
any time, at the option of its holder, into one share of Class A Common Stock.
Holders of shares of Class A Common Stock have no conversion or preemptive
rights.

Fully Paid. All of the issued and outstanding shares of Class A Common Stock
and Class B Common Stock are fully paid and non-assessable.

Transfer Agent and Registrar. The transfer agent and registrar for the Class
A Common Stock and Class B Common Stock is the American Stock Transfer & Trust
Co.

Preferred Stock

Shares of Preferred Stock may be issued in series designated by the Board of
Directors and, with respect to each series, the Board of Directors may fix,
among other things:

. the number of shares of that series and the distinctive description
thereof;

. the rate of dividend payments, the time of payment of dividends, whether
dividends shall be cumulative and, if so, the dates from which they
shall be cumulative, the extent of participation rights, if any and any
limitations, restrictions or conditions on the payment of dividends;

. redemption rights, if any, and redemption prices;

. the amount payable, and relative priority of payment, on shares in the
event of voluntary or involuntary liquidation, dissolution or winding
up;

. purchase, retirement or sinking fund requirements, if any; and

. the terms and conditions on which the shares may be converted if any
shares are issued with the privilege of conversion or exchange.

The Company's Articles provide that the holders of Preferred Stock shall
have no voting rights except to the extent such rights are conferred in an
amendment to the Articles or are required by law.

No holder of any shares of Preferred Stock will have preemptive rights to
purchase any securities which the Company may hereafter issue.

VIRGINIA STOCK CORPORATION ACT AND THE ARTICLES AND THE BYLAWS

General

Media General is a Virginia corporation subject to the VSCA. Provisions of
the VSCA, in addition to provisions of our Articles and Bylaws, address
corporate governance issues, including the rights of shareholders. Some of
these provisions could hinder management changes while others could have an
anti-takeover effect. This is in addition to the consequences that flow from
the relative voting rights of the holders of Class A Common Stock and Class B
Common Stock described above.

We have summarized the key provisions below. You should read the actual
provisions of our Articles and Bylaws and the VSCA that relate to your
individual investment strategy.

Business Combinations

The VSCA requires that any merger, share exchange or sale of substantially
all of the assets of the Company be approved by the vote of more than two
thirds of the shares in each voting group entitled to vote that are represented
at a meeting where a quorum is present. Abstentions and broker non-votes have
the same effect as a vote against the matter.

Section 13.1-725 of the VSCA contains several provisions relating to
transactions with interested shareholders. Interested shareholders are holders
of more than 10% of any class of a corporation's outstanding voting shares.
Transactions between a corporation and an interested shareholder are referred
to as affiliated transactions. The VSCA requires that material affiliated
transactions must be approved by at least two-thirds of the shareholders not
including the interested shareholder. Affiliated transactions requiring this
two-thirds approval include mergers, share exchanges, material dispositions of
corporate assets, dissolution or any reclassification of the corporation with
its subsidiaries which increases the percentage of voting shares owned by an
interested shareholder by more than five percent.

For three years following the time that a shareholder becomes an interested
shareholder, a Virginia corporation cannot engage in an affiliated transaction
with the interested shareholder without approval of two-thirds of the
disinterested voting shares, and majority approval of disinterested directors.
A disinterested director is a director who was a director on the date on which
an interested shareholder became an interested shareholder and was recommended
for election or elected by a majority of the disinterested directors then on
the board. After three years, the approval of the disinterested directors is no
longer required.

The provisions of the VSCA relating to affiliated transactions do not apply
if a majority of disinterested directors approve the acquisition of shares
making a person an interested shareholder.

The VSCA permits corporations to opt out of the affiliated transactions
provisions. Media General has not opted out.

The VSCA also contains provisions regulating certain control share
acquisitions, which are transactions causing the voting strength of any person
acquiring beneficial ownership of shares of a public corporation in Virginia to
meet or exceed certain threshold voting percentages (20%, 33 1/3%, or 50%).
Shares acquired in a control share acquisition have no voting rights unless the
voting rights are granted by a majority vote of all outstanding shares other
than those held by the acquiring person or any officer or employee-director of
the corporation. The acquiring person may require that a special meeting of the
shareholders be held to consider the grant of voting rights to the shares
acquired in the control share acquisition.

The VSCA permits corporations to opt out of the control share acquisition
provisions. Media General has not opted out.

Directors' Duties

The standards of conduct for directors of Virginia corporations are listed
in Section 13.1-690 of the VSCA. Directors must discharge their duties in
accordance with their good faith business judgement of the best interest of the
corporation. Directors may rely on the advice or acts of others, including
officers, employees, attorneys, accountants and board committees if they have a
good faith belief in their competence. Directors' actions are not subject to a
reasonableness or prudent person standard. Virginia's federal and state courts
have focused on the process involved with directors' decision-making and are
generally supportive of directors if they have based their decision on an
informed process. These elements of Virginia law could make it more difficult
to take over a Virginia corporation than corporations in other states.

Shareholder Proposals and Director Nominations

Shareholders entitled to vote thereon may submit shareholder proposals and
nominate candidates for the Board of Directors if the shareholders follow
advance notice procedures described in our Bylaws.

To nominate directors, shareholders must submit a written notice to our
corporate secretary not less than 90 days nor more than 120 days before an
annual meeting and in the case of a special meeting of the shareholders called
for the special purpose of electing Directors, not later than the close of
business on the 10th day following the day on which notice of the special
meeting was mailed or public disclosure made, which ever first occurs. The
notice must include the name, age, business address and residence address of
the person, and address of the shareholder and of the nominee, a description of
any arrangements between the shareholder and the nominee, information about the
nominee required by the SEC, the written consent of the nominee to serve as a
director and other information.

Shareholder proposals must be submitted to our corporate secretary not less
than 90 days nor more than 120 days before the first anniversary of the date of
our last annual meeting. The notice must include a description of the proposal,
the reasons for presenting the proposal at the annual meeting, the text of any
resolutions to be presented, the shareholder's name and address and number of
shares held and any material interest of the shareholder in the proposal.

Director nominations and shareholder proposals that are late or that do not
include all required information may be rejected. This could prevent
shareholders from bringing certain matters before an annual or special meeting,
including making nominations for directors.

Meetings of Shareholders

Under our Bylaws, meetings of the shareholders may be called only by the
chairman of the board, a vice chairman, or a majority of the Board of
Directors. This provision could have the effect of delaying until the next
annual shareholders' meeting shareholder actions which are favored by the
holders of a substantial amount of our voting securities, because such persons
or entities would be able to propose or take action only at a duly called
shareholders' meeting.

DESCRIPTION OF STOCK PURCHASE CONTRACTS AND STOCK PURCHASE UNITS

Media General may issue stock purchase contracts, including contracts
obligating holders to purchase from us, and us to sell to the holders, a
specified number of shares of Class A Common Stock at a future date or dates,
which we refer to in this prospectus as stock purchase contracts. The price per
share of Class A Common Stock and the number of shares of Class A Common Stock
may be fixed at the time the stock purchase contracts are issued or may be
determined by reference to a specific formula set forth in the stock purchase
contracts. The stock purchase contracts may be issued separately or as part of
units consisting of a stock purchase contract and beneficial interests in debt
securities, preferred stock or debt obligations of third parties, including
U.S. Treasury securities, securing the holders' obligations to purchase the
Class A Common Stock under the stock purchase contracts, which we refer to in
this prospectus as stock purchase units. The stock purchase contracts may
require Media General to make periodic payments to the holders of the stock
purchase units or vice versa, and these payments may be unsecured or refunded
on some basis. The stock purchase contracts may require holders to secure their
obligations under those contracts in a specified manner.

The applicable prospectus supplement will describe the terms of the stock
purchase contracts or stock purchase units, including, if applicable,
collateral or depositary arrangements, relating to the stock purchase contracts
or stock purchase units.

PLAN OF DISTRIBUTION

Media General may offer and sell the securities directly to investors or to
or through underwriting syndicates represented by managing underwriters, to or
through underwriters without a syndicate, or through dealers or agents. The
prospectus supplement with respect to the offered securities will set forth the
terms of the offering, including the following:

. the name or names of any underwriters, dealers or agents,

. the purchase price and the proceeds Media General will receive from the
sale of such securities,

. any underwriting discounts, agency fees and other items constituting
underwriters' or agents' compensation, and

. the initial public offering price, if any, and any discounts or
concessions allowed, re-allowed or paid to dealers.

If any underwriters are involved in the offer and sale, the securities will
be acquired by the underwriters and may be resold by them, either at a fixed
public offering price established at the time of offering or from time to time
in one or more negotiated transactions or otherwise at prices related to
prevailing market prices determined at the time of sale. Unless otherwise set
forth in the applicable prospectus supplement, the obligations of the
underwriters to purchase the securities will be subject to certain conditions
precedent and the underwriters will be obligated to purchase all of the
securities described in the prospectus supplement if any are purchased. After
the initial offering of the securities, any initial public offering price and
any discounts or concessions allowed, re-allowed or paid to dealers may be
changed from time to time.

Media General may offer and sell the securities directly to investors or
through an agent or agents acting for Media General from time to time. An agent
may sell securities it has purchased from Media General as principal to other
dealers for resale to investors and other purchasers, and may reallow all or
any portion of the discount received in connection with the purchase from Media
General to the dealers. Any agent participating in the distribution of the debt
securities may be deemed to be an "underwriter," as that term is defined in the
Securities Act, of the debt securities so offered and sold.

Underwriters, dealers and agents may be entitled, under agreements entered
into with Media General, to indemnification by Media General against certain
liabilities, including liabilities under the Securities Act, or to contribution
from Media General in respect thereof.

The place and time of delivery for the offered securities will be specified
in the applicable prospectus supplement.

Unless otherwise indicated in the applicable prospectus supplement, each
series of securities, other than the Class A Common Stock, will be a new issue
of securities for which there is no market. Any underwriters to whom securities
of any series are sold for public offering and sale may make a market in such
series of debt securities as permitted by applicable laws and regulations, but
such underwriters are not obligated to make a market in such securities and any
such market making may be discontinued at any time without notice. Accordingly,
there can be no assurance as to the development or liquidity of any market for
the securities. Unless otherwise indicated in the applicable prospectus
supplement, such securities will not be listed on a national securities
exchange or quoted on any quotation system. The Class A Common Stock, however,
is listed on the American Stock Exchange. Media General has received
confirmation that it has satisfied the eligibility requirements for listing on
the NYSE and has been cleared to file a listing application. Media General
expects to complete that process and begin trading on the NYSE on September 19,
2001.

Underwriters, agents and dealers may engage in transactions with or perform
services, including various investment banking and other services, for Media
General and/or any of its affiliates in the ordinary course of business.

LEGAL MATTERS

McGuireWoods LLP, counsel to Media General, will issue an opinion about the
validity of the securities for us. Any underwriters, dealers or agents will be
advised about the validity of the securities by counsel named in the applicable
prospectus supplement. As of August 14, 2001, partners of McGuireWoods LLP
owned 533 shares of our Class A Common Stock outstanding on that date.

EXPERTS

Ernst & Young LLP, independent auditors, have audited our consolidated
financial statements and schedule incorporated by reference or included in our
Annual Report on Form 10-K for the year ended December 31, 2000, as set forth
in their reports, which are incorporated by reference in this prospectus and
elsewhere in the registration statement. Our financial statements and schedule
are incorporated by reference in reliance on Ernst & Young LLP's reports, given
on their authority as experts in accounting and auditing.

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$200,000,000

Media General, Inc.

[LOGO OF MEDIA GENERAL]

6.95% Notes due 2006

-------------------------

PROSPECTUS SUPPLEMENT
August 23, 2001

-------------------------

Sole Book-Running Manager

Banc of America Securities LLC

Fleet Securities, Inc.
Mizuho International plc
Scotia Capital
SunTrust Robinson Humphrey
Wachovia Securities, Inc.
Dresdner Kleinwort Wasserstein

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