UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(AMENDMENT NO. 3)*
MEDIA GENERAL, INC.
(Name of Issuer)
CLASS A COMMON STOCK (PAR VALUE $5 PER SHARE)
(Title of Class of Securities)
584404107
(CUSIP Number)
WILLIAM R. LUCAS, JR.
ONE RIVERCHASE PARKWAY SOUTH
BIRMINGHAM, ALABAMA 35244
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)
JANUARY 30, 2008
(Date of Event which Requires Filing
of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box
[ ]
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7 for other parties
to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 or otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP NO. 584404107 PAGE 2 OF 16
1 NAME OF REPORTING PERSONS
Harbinger Capital Partners Master Fund I, Ltd.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) OR 2(e)
[ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
7 SOLE VOTING POWER
0
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 2,705,647
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON
10 SHARED DISPOSITIVE POWER
2,705,647
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,705,647
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.27%
14 TYPE OF REPORTING PERSON*
CO
CUSIP NO. 584404107 PAGE 3 OF 16
1 NAME OF REPORTING PERSONS
Harbinger Capital Partners Offshore Manager, L.L.C.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) OR 2(e)
[ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
0
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 2,705,647
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON
10 SHARED DISPOSITIVE POWER
2,705,647
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,705,647
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.27%
14 TYPE OF REPORTING PERSON*
OO
CUSIP NO. 584404107 PAGE 4 OF 16
1 NAME OF REPORTING PERSONS
HMC Investors, L.L.C.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) OR 2(e)
[ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
0
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 2,705,647
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON
10 SHARED DISPOSITIVE POWER
2,705,647
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,705,647
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.27%
14 TYPE OF REPORTING PERSON*
OO
CUSIP NO. 584404107 PAGE 5 OF 16
1 NAME OF REPORTING PERSONS
Harbinger Capital Partners Special Situations Fund, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) OR 2(e)
[ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
0
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 1,352,807
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON
10 SHARED DISPOSITIVE POWER
1,352,807
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,352,807
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.13%
14 TYPE OF REPORTING PERSON*
PN
CUSIP NO. 584404107 PAGE 6 OF 16
1 NAME OF REPORTING PERSONS
Harbinger Capital Partners Special Situations GP, LLC
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) OR 2(e)
[ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
0
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 1,352,807
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON
10 SHARED DISPOSITIVE POWER
1,352,807
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,352,807
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.13%
14 TYPE OF REPORTING PERSON*
OO
CUSIP NO. 584404107 PAGE 7 OF 16
1 NAME OF REPORTING PERSONS
HMC - New York, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) OR 2(e)
[ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
7 SOLE VOTING POWER
0
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 1,352,807
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON
10 SHARED DISPOSITIVE POWER
1,352,807
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,352,807
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.13%
14 TYPE OF REPORTING PERSON*
CO
CUSIP NO. 584404107 PAGE 8 OF 16
1 NAME OF REPORTING PERSONS
Harbert Management Corporation
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) OR 2(e)
[ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Alabama
7 SOLE VOTING POWER
0
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 4,058,454
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON
10 SHARED DISPOSITIVE POWER
4,058,454
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,058,454
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
18.40%
14 TYPE OF REPORTING PERSON*
CO
CUSIP NO. 584404107 PAGE 9 OF 16
1 NAME OF REPORTING PERSONS
Philip Falcone
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) OR 2(e)
[ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
7 SOLE VOTING POWER
0
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 4,058,454
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON
10 SHARED DISPOSITIVE POWER
4,058,454
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,058,454
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
18.40%
14 TYPE OF REPORTING PERSON*
IN
CUSIP NO. 584404107 PAGE 10 OF 16
1 NAME OF REPORTING PERSONS
Raymond J. Harbert
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) OR 2(e)
[ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
7 SOLE VOTING POWER
0
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 4,058,454
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON
10 SHARED DISPOSITIVE POWER
4,058,454
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,058,454
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
18.40%
14 TYPE OF REPORTING PERSON*
IN
CUSIP NO. 584404107 PAGE 11 OF 16
1 NAME OF REPORTING PERSONS
Michael D. Luce
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)
[ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
7 SOLE VOTING POWER
0
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 4,058,454
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON
10 SHARED DISPOSITIVE POWER
4,058,454
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,058,454
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
18.40%
14 TYPE OF REPORTING PERSON*
IN
CUSIP NO. 584404107 PAGE 12 OF 16
1 NAME OF REPORTING PERSONS
F. Jack Liebau, Jr.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS
PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)
[ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
7 SOLE VOTING POWER
1,000
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 0
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 1,000
PERSON
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 1%
14 TYPE OF REPORTING PERSON*
IN
CUSIP NO. 584404107 PAGE 13 OF 16
Item 1. Security and Issuer.
This Amendment No. 3 to Schedule 13D ("Amendment No. 3") is being
filed by the undersigned to amend the Schedule 13D filed by the Reporting
Persons on December 17, 2007, as amended by Amendment No. 1 on January 18, 2008
and Amendment No. 2 on January 25, 2008 (as amended, the "Schedule 13D"), with
respect to the Class A Common Stock, $5.00 par value per share (the "Shares"),
of Media General, Inc. (the "Issuer"). The address of the Issuer is 333 E.
Franklin St., Richmond, VA 23219.
Item 2. Identity and Background.
No material change.
Item 3. Source and Amount of Funds or Other Consideration.
No material change.
Item 4. Purpose of Transaction.
Item 4 of the Schedule 13D is hereby amended by adding the following
after the last paragraph thereof:
"On January 30, 2008, the Master Fund and the Special Fund delivered
a letter (the "January 30 Letter") to the Chief Executive Officer of the Issuer
responding to a press release issued by the Issuer on January 25, 2008. A copy
of the January 30 Letter is attached hereto as Exhibit G."
Item 5. Interest in Securities of the Issuer.
No material change.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer.
No material change.
Item 7. Material to be Filed as Exhibits.
Exhibit G: Letter dated January 30, 2008 from the Master Fund and
the Special Fund to the Chief Executive Officer of the Issuer.
Exhibit H: Joint Filing Agreement
CUSIP NO. 584404107 PAGE 14 OF 16
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete and
correct.
HARBINGER CAPITAL PARTNERS MASTER FUND I, LTD.
By: Harbinger Capital Partners Offshore Manager,
L.L.C.
By: HMC Investors, L.L.C.,
Managing Member
By: /s/ William R. Lucas, Jr.
---------------------------------------
Name: William R. Lucas, Jr.
Title: Executive Vice President
HARBINGER CAPITAL PARTNERS OFFSHORE MANAGER, L.L.C.*
By: HMC Investors, L.L.C.,
Managing Member
By: /s/ William R. Lucas, Jr.
---------------------------------------
Name: William R. Lucas, Jr.
Title: Executive Vice President
HMC INVESTORS, L.L.C.*
By: /s/ William R. Lucas, Jr.
---------------------------------------
Name: William R. Lucas, Jr.
Title: Executive Vice President
CUSIP NO. 584404107 PAGE 15 OF 16
HARBINGER CAPITAL PARTNERS SPECIAL SITUATIONS FUND,
L.P.
By: Harbinger Capital Partners Special Situations GP,
LLC
By: HMC - New York, Inc.
Managing Member
By: /s/ William R. Lucas, Jr.
---------------------------------------
Name: William R. Lucas, Jr.
Title: Executive Vice President
HARBINGER CAPITAL PARTNERS SPECIAL SITUATIONS GP, LLC*
By: HMC - New York, Inc.
Managing Member
By: /s/ William R. Lucas, Jr.
---------------------------------------
Name: William R. Lucas, Jr.
Title: Executive Vice President
HMC - NEW YORK, INC.*
By: /s/ William R. Lucas, Jr.
---------------------------------------
Name: William R. Lucas, Jr.
Title: Executive Vice President
CUSIP NO. 584404107 PAGE 16 OF 16
HARBERT MANAGEMENT CORPORATION*
By: /s/ William R. Lucas, Jr.
---------------------------------------
Name: William R. Lucas, Jr.
Title: Executive Vice President
/s/ Philip Falcone*
---------------------------------------
Philip Falcone
/s/ Raymond J. Harbert*
---------------------------------------
Raymond J. Harbert
/s/ Michael D. Luce*
---------------------------------------
Michael D. Luce
/s/ F. Jack Liebau, Jr.
---------------------------------------
F. Jack Liebau, Jr.
January 30, 2008
* The Reporting Persons disclaim beneficial ownership in the shares reported
herein except to the extent of their pecuniary interest therein.