UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A-1
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended December 30, 2001
OR
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period ________ to _______
Commission File No. 1-6383
MEDIA GENERAL, INC.
(Exact name of registrant as specified in its charter)
The registrant hereby amends the following items, financial statements,
exhibits or other portions of its 2001 Annual Report on Form 10-K as set forth
in the pages attached hereto:
Exhibits:
Amended index to exhibits to the Media General, Inc., 2001 Annual Report on
Form 10-K.
Exhibit 99.1 Annual Report of the MG Advantage 401(k) Plan, on Form 11-K
for the year ended December 31, 2001.
Index to Exhibits
Exhibit
Number Description
2.1 Agreement and Plan of Merger dated July 19, 1996, by and among Media
General, Inc., MG Acquisitions, Inc., and Park Acquisitions, Inc.,
incorporated by reference to Exhibit 2.1 of Form 8-K dated January 7,
1997.
2.2 First Amendment to Agreement and Plan of Merger dated as of January 7,
1997, by and among Media General, Inc., MG Acquisitions, Inc., and
Park Acquisitions, Inc., incorporated by reference to Exhibit 2.2 of
Form 8-K dated January 7, 1997.
2.3 Plan and Agreement of Merger, dated December 8, 1999, by and among
Media General, Inc., Media General Communications, Inc., Media General
Broadcasting of South Carolina, Inc., Spartan Communications, Inc.,
and the Principal Shareholders, incorporated by reference to Exhibit
2.1 of Form 8-K dated March 27, 2000.
3(i) The Amended and Restated Articles of Incorporation of Media General,
Inc., incorporated by reference to Exhibit 3.1 of Form 10-K for the
fiscal year ended December 31, 1989.
3(ii) Bylaws of Media General, Inc., amended and restated as of July 31,
1997, incorporated by reference to Exhibit 3 (ii) of Form 10-Q for the
period ended September 28, 1997.
10.1 Form of Option granted under the 1976 Non-Qualified Stock Option Plan,
incorporated by reference to Exhibit 2.2 of Registration Statement
2-56905.
10.2 Additional Form of Option to be granted under the 1976 Non-Qualified
Stock Option Plan, incorporated by reference to Exhibit 2 to
Post-Effective Amendment No. 3 Registration Statement 2-56905.
10.3 Addendum dated January 1984, to Form of Option granted under the 1976
Non-Qualified Stock Option Plan, incorporated by reference to Exhibit
10.13 of Form 10-K for the fiscal year ended December 31, 1983.
10.4 Addendum dated June 19, 1992, to Form of Option granted under the 1976
Non-Qualified Stock Option Plan, incorporated by reference to Exhibit
10.15 of Form 10-K for the fiscal year ended December 27, 1992.
10.5 The Media General, Inc., Amended and Restated Restricted Stock Plan,
dated January 31, 1996, incorporated by reference to Exhibit 10.10 of
Form 10-K for the fiscal year ended December 31, 1995.
10.6 Addendum dated June 19, 1992, to Form of Option granted under the 1987
Non-Qualified Stock Option Plan, incorporated by reference to Exhibit
10.20 of Form 10-K for the fiscal year ended December 27, 1992.
10.7 Media General, Inc., Executive Death Benefit Plan effective January 1,
1991, incorporated by reference to Exhibit 10.17 of Form 10-K for the
fiscal year ended December 29, 1991.
10.8 Amendment to the Media General, Inc., Executive Death Benefit Plan
dated July 24, 1991, incorporated by reference to Exhibit 10.18 of
Form 10-K for the fiscal year ended December 29, 1991.
10.9 Shareholders Agreement, dated May 28, 1987, between Mary Tennant
Bryan, Florence Bryan Wisner, J. Stewart Bryan III, and as trustees
under D. Tennant Bryan Media Trust, and Media General, Inc., D.
Tennant Bryan and J. Stewart Bryan III, incorporated by reference to
Exhibit 10.50 of Form 10-K for the fiscal year ended December 31,
1987.
10.10 Media General, Inc., Supplemental 401(K) Plan, amended and restated as
of January 1, 2001.
10.11 Media General, Inc., Executive Supplemental Retirement Plan, amended,
and restated as of April 23, 1999, incorporated by reference to
Exhibit 10 of Form 10-Q for the period ended June 27, 1999.
10.12 Deferred Income Plan for Selected Key Executives of Media General,
Inc., and form of Deferred Compensation Agreement thereunder dated as
of December 1, 1984, incorporated by reference to Exhibit 10.29 of
Form 10-K for the fiscal year ended December 31, 1989.
10.13 Media General, Inc., Management Performance Award Program, adopted
November 16, 1990, and effective January 1, 1991, incorporated by
reference to Exhibit 10.35 of Form 10-K for the fiscal year ended
December 29, 1991.
10.14 Media General, Inc., Deferred Compensation Plan, amended and restated
as of January 1, 1999, incorporated by reference to Exhibit 4.3 of
Registration Statement 333-69527.
10.15 Media General, Inc., ERISA Excess Benefits Plan, amended and restated
as of November 17, 1994, incorporated by reference to Exhibit 10.33 of
Form 10-K for the fiscal year ended December 25, 1994.
10.16 Media General, Inc., 1995 Long-Term Incentive Plan, adopted as of May
19, 1995, incorporated by reference to Exhibit 10.33 of Form 10-K for
the fiscal year ended December 31, 1995.
10.17 Media General, Inc., 1996 Employee Non-Qualified Stock Option Plan,
adopted as of January 30, 1996, incorporated by reference to Exhibit
10.20 of Form 10-K for the fiscal year ended December 29, 1996.
10.18 Media General, Inc., 1997 Employee Restricted Stock Plan, adopted as
of May 16, 1997, incorporated by reference to Exhibit 10.21 of Form
10-K for the fiscal year ended December 29, 1996.
10.19 Media General, Inc., Directors' Deferred Compensation Plan, adopted as
of May 16, 1997, incorporated by reference to Exhibit 10.22 of Form
10-K for the fiscal year ended December 29, 1996.
10.20 Amended and Restated Partnership Agreement, dated November 1, 1987, by
and among Virginia Paper Manufacturing Corp., KR Newsprint Company,
Inc., and CEI Newsprint, Inc., incorporated by reference to Exhibit
10.31 of Form 10-K for the fiscal year ended December 31, 1987.
10.21 Amended and Restated License Agreement, dated November 1, 1987, by and
among Media General, Inc., Garden State Paper Company, Inc., and
Southeast Paper Manufacturing Co., incorporated by reference to
Exhibit 10.32 of Form 10-K for the fiscal year ended December 31,
1987.
10.22 Amended and Restated Umbrella Agreement, dated November 1, 1987, by
and among Media General, Inc., Knight - Ridder, Inc., and Cox
Enterprises, Inc., incorporated by reference to Exhibit 10.34 of Form
10-K for the fiscal year ended December 31, 1987.
10.23 Amended Newsprint Purchase Contract, dated November 1, 1987, by and
among Southeast Paper Manufacturing Co., Media General, Inc.,
Knight-Ridder, Inc., and Cox Enterprises, Inc., incorporated by
reference to Exhibit 10.35 of Form 10-K for the fiscal year ended
December 31, 1987.
10.24 Television affiliation agreement, dated February 10, 1995, between
WFLA-TV and the NBC Television Network incorporated by reference to
Exhibit 10.38 of Form 10-K for the fiscal year ended December 25,
1994.
10.25 Amendments, dated May 17, 1993, to television affiliations agreement,
between WFLA-TV and National Broadcasting Company, Inc., dated March
22, 1989, incorporated by reference to Exhibit 10.47 of Form 10-K for
the fiscal year ended December 26, 1993.
10.26 Second Amended and Restated Stock and Warrant Purchase and
Shareholders' Agreement dated May 20, 1994, by and among Media
General, Inc., Affiliated Newspapers Investments, Inc., and Denver
Newspapers, Inc., incorporated by reference to Exhibit 2 of Form 8-K
dated September 28, 1994.
10.27 Asset Purchase Agreement dated February 13, 1997, by and among Media
General Newspapers, Inc., and Newspaper Holdings, Inc., incorporated
by reference to Exhibit 10.36 of Form 10-K dated March 27, 1997.
10.28 Credit Agreement, dated December 4, 1996, among Media General, Inc.,
and various lenders, incorporated by reference to Exhibit 10.30 of
Form 10-K dated December 27, 1998.
13 Media General, Inc., Annual Report to Stockholders for the fiscal year
ended December 31, 2000.
21 List of subsidiaries of the registrant.
23.1 Consent of Ernst & Young LLP, Independent Auditors, Richmond.
23.2 Consent of Ernst & Young LLP, Independent Auditors, Atlanta.
99.1 Annual Report of the MG Advantage 401(k) Plan, on Form 11-K for the
year ended December 31, 2001.
Note: Exhibits 10.1 - 10.19 are management contracts or compensatory
plans, contracts or arrangements.
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this amendment to be signed on its behalf by the
undersigned, thereunto duly authorized.
MEDIA GENERAL, INC.
--------------------------------------
(Registrant)
By: /s/ Marshall N. Morton
---------------------------------
Marshall N. Morton
Vice Chairman, Chief
Financial Officer and Director
Date: June 26, 2002