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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF
THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. __)
Filed by the Registrant [_]
Filed by a Party other than the Registrant [X]
Check the appropriate box:
[_] Preliminary Proxy Statement
[_] Confidential, for Use of the Commission Only
(as permitted by Rule 14a-6(e)(2))
[_] Definitive Proxy Statement
[_] Definitive Additional Materials
[X] Soliciting material Pursuant to Rule 14a-11(c) or Rule 14a-12
MEDIA GENERAL, INC.
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(Name of Registrant as Specified In Its Charter)
HARBINGER CAPITAL PARTNERS MASTER FUND I, LTD.
AND
HARBINGER CAPITAL PARTNERS SPECIAL SITUATIONS FUND, L.P.
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
PAYMENT OF FILING FEE (Check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
1) Title of each class of securities to which transaction applies:__________
2) Aggregate number of securities to which transaction
applies:_______________
3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee
is calculated and state how it was determined):__________________________
4) Proposed maximum aggregate value of transaction:_________________________
5) Total fee paid:__________________________________________________________
[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:__________________________________________________
2) Form, Schedule or Registration Statement No.:____________________________
3) Filing Party:
4) Date Filed:_______________________________________________
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The following Notice of Nomination of Candidates for Election to the Board of
Directors at the Upcoming Annual Meeting of Media General, Inc. was delivered
to the Company on January 24, 2008.
* * *
THE PARTICIPANTS (AS DEFINED IN THE NOTICE BELOW) INTEND TO MAKE A PRELIMINARY
FILING WITH THE SECURITIES AND EXCHANGE COMMISSION OF A PROXY STATEMENT AND AN
ACCOMPANYING PROXY CARD TO BE USED TO SOLICIT PROXIES IN CONNECTION WITH THE
MEDIA GENERAL, INC. 2008 ANNUAL MEETING. SECURITY HOLDERS ARE ADVISED TO READ
THE PROXY STATEMENT AND OTHER DOCUMENTS RELATED TO THE SOLICITATION OF PROXIES
FROM STOCKHOLDERS OF MEDIA GENERAL, INC. FOR USE AT THE 2008 ANNUAL MEETING
WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION,
INCLUDING INFORMATION RELATING TO THE PARTICIPANTS IN SUCH PROXY SOLICITATION.
WHEN COMPLETED, A DEFINITIVE PROXY STATEMENT AND A FORM OF PROXY WILL BE MAILED
TO MEDIA GENERAL, INC. STOCKHOLDERS AND WILL BE AVAILABLE AT NO CHARGE AT THE
SECURITIES AND EXCHANGE COMMISSION'S WEBSITE AT HTTP://WWW.SEC.GOV. INFORMATION
RELATING TO THE PARTICIPANTS IN SUCH PROXY SOLICITATION IS AND WILL BE
CONTAINED IN THE SCHEDULE 13D FILED BY THE PARTICIPANTS AND IN AMENDMENTS
THERETO.
Harbinger Capital Partners Harbinger Capital Partners Special
Master Fund I, Ltd. Situations Fund, L.P.
c/o International Fund 555 Madison Avenue, 16th Floor
Services (Ireland) Limited New York, New York 10022
Third Floor, Bishop's Square
Redmond's Hill, Dublin 2, Ireland
January 24, 2008
BY HAND AND FACSIMILE
Media General, Inc.
333 East Franklin Street
Richmond, VA 23219
Attention: Corporate Secretary
BY HAND
Corporate Secretary
Media General, Inc.
c/o George L. Mahoney, Registered Agent
333 East Franklin Street
Richmond, VA 23219
Re: Notice of Nomination of Candidates for Election
to the Board of Directors at the Upcoming Annual
Meeting of Media General, Inc.
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Dear Secretary:
This notice (including Appendix I and Exhibit A attached
hereto, the "Notice") of the decision of Harbinger Capital Partners Master Fund
I, Ltd. (the "Master Fund") and Harbinger Capital Partners Special Situations
Fund, L.P. (the "Special Fund" and, together with the Master Fund, the "HCP
Funds"), the beneficial owners of an aggregate of 4,058,454 shares (the
"Shares") of the Class A common stock, par value $5.00 per share ("Class A
Stock"), of Media General, Inc., a Virginia corporation (the "Company"), to
propose the nomination of and nominate candidates for election to the Board of
Directors of the Company (the "Board") at the next Annual Meeting of
stockholders of the Company currently scheduled for April 24, 2008, including
any adjournments or postponements thereof or any special meeting that may be
called in lieu thereof (the "2008 Annual Meeting"), is being delivered to you
in accordance with the requirements set forth under Section 7 of Article I
regarding director nominations (the "Nomination Requirements") of the Amended
and Restated By-laws of the Company (the "By-laws"). The Master Fund is the
direct record owner of 1,000 of the Shares and is the beneficial owner of an
additional 2,704,647 of the Shares held in street name. The Special Fund is the
direct record owner of 1,000 of the Shares and is the beneficial owner of an
additional 1,351,807 of the Shares held in street name.
Notice of Nomination of Candidates
Page 2
Pursuant to the Nomination Requirements, this Notice sets forth
with respect to each of the HCP Nominees (as defined below): (a) the name, age,
business address and residence address of such person, (b) the employer and
principal occupation of such person, (c) a biographical profile of such person,
including educational background and business and professional experience, (d)
the class or series and number of shares of capital stock of the Company which
are owned beneficially and of record by such person and (e) any other
information relating to such person that would be required to be disclosed in a
proxy statement or other filings required to be made in connection with
solicitations of proxies for election of directors pursuant to Section 14 of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the
rules and regulations promulgated thereunder.
In addition, pursuant to the Nomination Requirements and as
applicable, this Notice sets forth for each of the HCP Funds (as record owner
of shares of Class A Stock): (a) the name and record address of such HCP Fund,
(b) the employer and principal occupation of such HCP Fund, (c) the class or
series and number of shares of capital stock of the Company which are owned
beneficially or of record by such HCP Fund, (d) a description of all
arrangements or understandings between such HCP Fund and each proposed nominee
and any other person or persons (including their names) pursuant to which the
nomination(s) are to be made by such HCP Fund, (e) a representation that such
HCP Fund intends to appear in person or by proxy at the meeting to nominate the
person or persons named in this notice and (f) any other information relating
to such HCP Fund that would be required to be disclosed in a proxy statement or
other filings required to be made in connection with solicitations of proxies
for election of directors pursuant to Section 14 of the Exchange Act and the
rules and regulations promulgated thereunder.
This Notice also attaches as Exhibit A hereto a copy of signed
consents executed by each of the HCP Nominees to being named as nominees and to
serving as directors of the Company, if elected.
A. BACKGROUND
The HCP Funds initially acquired their Shares because they
believe that the Shares represented an attractive investment. The HCP Funds and
the other Harbinger Persons (as defined below) initially reported their
investment on a Schedule 13G on July 2, 2007. Following that filing, the
Harbinger Persons examined the financial and operating performance of the
Company and believe the time is appropriate to enhance the Company's corporate
governance and re-examine and adjust its strategic direction in order to (i)
more directly address the challenges faced by the Company, (ii) sustain and
improve its long term profitability, (iii) optimize the Company's capital
allocation and (iv) bring increased focus on maximizing stockholder value to
the Company's decision making. Therefore, on December 17, 2007, the Harbinger
Persons filed a Schedule 13D with respect to their investment in the Shares.
Notice of Nomination of Candidates
Page 3
In their Schedule 13D, the Harbinger Persons disclosed that
they were reserving the right to be in contact with the members of the
Company's management, the members of the Board, other significant stockholders
and others regarding alternatives that the Company could employ to maximize
stockholder value, and to nominate candidates for election to the Board. The
Harbinger Persons also reserved the right to effect transactions that would
change the number of Shares they may be deemed to beneficially own. Further,
the Harbinger Persons reserved the right to act in concert with any other
stockholders of the Company, or other persons, for a common purpose should they
determine to do so, and/or to recommend courses of action to the Company's
management, the Board and the stockholders of the Company.
Subsequent to the filing of the Schedule 13D, the HCP Funds
determined that nominating the HCP Nominees for election to the Board
represented the most appropriate course of action to enhance stockholder value
at this time.
B. NOTICE OF NOMINATION OF CANDIDATES FOR ELECTION TO THE BOARD
The HCP Funds hereby propose the nomination of and nominate the
following individuals (the "HCP Nominees") for election to the Board as Class A
directors (as defined in Section 2 of Article II of the By-laws) to succeed the
current Class A directors whose terms expire at the 2008 Annual Meeting (or any
director named to fill any vacancy created by the death, retirement,
resignation or removal of any such directors):
o Eugene I. Davis
o F. Jack Liebau, Jr.
o J. Daniel Sullivan
The HCP Funds reserve the right to nominate, substitute or add
additional persons (a) in the event that the Company purports to increase the
number of directorships to each additional directorship created, (b) if the
Company makes or announces any changes to its By-laws or takes or announces any
other action that has, or if consummated would have, the effect of
disqualifying any of the HCP Nominees or any additional nominee nominated
pursuant to the preceding clause (a) and/or (c) in the event any of the HCP
Nominees named in Appendix I are unable or hereafter become unwilling for any
reason to serve as a director. Additional nominations made pursuant to the
preceding clauses (a) and/or (b) will be made without prejudice to or waiver of
the position of the HCP Funds that any attempt to increase the size of the
Board or disqualify any of the HCP Nominees through By-law amendments or
otherwise constitutes unlawful manipulation of the Company's corporate
machinery.
Notice of Nomination of Candidates
Page 4
As required by the Nomination Requirements, the following
information constitutes all of the information relating to the HCP Nominees and
the HCP Funds that would be required to be disclosed in solicitations for
proxies for election of directors pursuant to Section 14 under the Exchange Act
and the rules and regulations promulgated thereunder as well as all other
information required to be set forth in this Notice. To the extent that
information set forth at any point in this Notice is responsive to a specific
item below, each such item shall be deemed to incorporate such information, no
matter where such information appears in this Notice. The information set forth
in Appendix I is incorporated herein by reference. All information set forth
herein relating to any person other than the HCP Funds is given only to the
knowledge of the HCP Funds. Information required by Section 7 of Article I of
the By-laws regarding (as record owner of shares of Class A Stock) the name and
address of the persons making the nomination, as they appear on the Company's
books, and the class and number of shares of the Company owned beneficially and
of record by each such person is as set forth herein, including Appendix I and
Exhibit A attached hereto. To the extent additional information is provided
regarding the persons making the solicitation, such information is provided
voluntarily for context or completeness.
ITEM 4. PERSONS MAKING THE SOLICITATION
(b). The solicitation for election of the HCP Nominees will be
made by the HCP Funds. By virtue of Instruction 3 of Item 4 of Schedule 14A,
the Harbinger Persons (hereinafter defined) and the HCP Nominees (collectively,
the "Participants") will be considered participants in the solicitation. The
HCP Nominees may make solicitations of proxies but will not receive
compensation for acting as nominees as set forth herein. Proxies may be
solicited by mail, facsimile, telephone, telegraph, electronic mail, in person
and by advertisements. Solicitations may also be made by certain directors,
officers, members and employees of the Harbinger Persons, none of whom will
receive additional compensation for such solicitation.
None of the Participants has, as of the date hereof, retained
any person to provide proxy solicitation or advisory services in connection
with the solicitation. The HCP Funds expect to retain a proxy solicitation firm
in connection with the solicitation, but have not yet retained such firm. The
HCP Funds will request banks, brokerage houses and other custodians, nominees
and fiduciaries to forward all solicitation materials to the beneficial owners
of the shares of Class A Stock they hold of record. The HCP Funds will
reimburse these record holders for their reasonable out-of-pocket expenses in
so doing.
The costs of this solicitation of proxies, and other costs
specifically related to this solicitation, are currently estimated to be
approximately $500,000. The HCP Funds estimate that through the date hereof,
its total expenditures to date for, in furtherance of, or in connection with,
this solicitation are approximately $35,000. The entire expense of soliciting
proxies is being borne by the HCP Funds. The HCP Funds intend to seek
reimbursement of the costs of this solicitation from the Company but do not
intend to submit the question of reimbursement to a vote of the Company's
security holders.
Notice of Nomination of Candidates
Page 5
ITEM 5. INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON
(b)(1). Information as to any substantial interest, direct or
indirect, by security holdings or otherwise, in any matter to be acted upon at
the 2008 Annual Meeting with respect to the Participants is set forth herein.
Except for 1,000 shares of Class A Stock beneficially owned in a joint account
by Mr. Liebau and his spouse (Carol Liebau, same address as Mr. Liebau) and as
otherwise set forth in Appendix I, none of the Participants beneficially owns
any securities of the Company or has any personal ownership interest, direct or
indirect, in any securities of the Company.
The direct and indirect security holdings of HCP Funds are as
follows: (x) the Master Fund is the direct record owner of 1,000 of the Shares
and is the beneficial owner of an additional 2,704,647 of the Shares held in
street name, and (y) the Special Fund is the direct record owner of 1,000 of
the Shares and is the beneficial owner of an additional 1,351,807 of the Shares
held in street name.
In addition, (i) Harbinger Capital Partners Offshore Manager,
L.L.C. ("Harbinger Manager"), the investment manager of the Master Fund, and
HMC Investors, L.L.C., the managing member of Harbinger Manager ("HMC
Investors"), may be deemed to beneficially own Shares held by the Master Fund,
(ii) Harbinger Capital Partners Special Situations GP, LLC, the general partner
of the Special Fund ("HCPSS"), and HMC - New York, Inc., the managing member of
HCPSS ("HMCNY"), may be deemed to beneficially own Shares held by the Special
Fund, and (iii) Harbert Management Corporation ("HMC"), the managing member of
HMC Investors and the parent of HMCNY, Philip A. Falcone, a stockholder of HMC
and the portfolio manager of the Master Fund and the Special Fund, Raymond J.
Harbert, a stockholder of HMC, and Michael D. Luce, a stockholder of HMC (each
of the Master Fund, Harbinger Manager, HMC Investors, HMC, Special Fund, HCPSS,
HMCNY, Philip A. Falcone, Raymond J. Harbert and Michael D. Luce are
collectively referred to herein as the "Harbinger Persons"), may be deemed to
beneficially own Shares held by the Master Fund and the Special Fund. Each of
Harbinger Manager, HMC Investors, HCPSS, HMCNY, HMC, Mr. Falcone, Mr. Harbert
and Mr. Luce disclaim beneficial ownership of the Shares.
The HCP Nominees may be deemed to have an interest in their
nominations for election to the Board by virtue of compensation the HCP
Nominees will receive from the Company as a director, if elected to the Board.
(i) Set forth in Appendix I attached hereto, which is
incorporated herein by reference, are the names and business addresses of each
of the Participants.
Notice of Nomination of Candidates
Page 6
(ii) Set forth in Appendix I attached hereto, which is
incorporated herein by reference, is (a) the present principal occupation or
employment of each Harbinger Person and (b) the present principal occupation or
employment for each of the HCP Nominees, and the name, principal business and
address of any corporation or other organization in which such employment is
carried on.
(iii) During the past ten years, no Participant has been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(iv), (v), (vi), (vii), (ix) and (x) Except as set forth in
this Item 5(b)(1) or in Appendix I hereto, which is incorporated herein by
reference, no Participant, and none of their respective associates, owns
beneficially, directly or indirectly, or of record but not beneficially, any
securities of the Company, or any parent or subsidiary of the Company, nor has
any Participant purchased or sold any securities of the Company within the last
two years. Set forth in Appendix I hereto are transactions in the Company's
securities effected by the Participants within the past two years. The HCP
Funds used their own assets to purchase the Shares owned by them. The Shares
owned by the HCP Funds were originally purchased through and held in brokerage
custodian accounts which, from time to time in the ordinary course, may utilize
margin borrowing in connection with purchasing, borrowing or holding of
securities, and such Shares may thereby have been, or in the future may become,
subject to the terms and conditions of such margin debt and terms, together
with all other securities held therein. Mr. Liebau used his own assets to
purchase the 1,000 shares of Class A Stock owned jointly by Mr. Liebau and his
spouse and such shares are held in a cash brokerage account (no margin). As of
the date hereof, no part of the purchase price or market value of any of the
Shares (or shares of Class A Stock held jointly by Mr. Liebau with his spouse)
is represented by funds borrowed or otherwise obtained for the purpose of
acquiring or holding such shares.
(viii) Except as set forth in Appendix I hereto, no Participant
is, or has been within the past year, a party to any contract, arrangement or
understanding with any person with respect to any securities of the Company,
including, but not limited to, joint ventures, loan or option arrangements,
puts or calls, guarantees against loss or guarantees of profit, division of
losses or profit, or the giving or withholding of proxies.
On November 6, 2007, Mr. Liebau sent a letter to the Secretary
of the Company nominating himself as a candidate for election to the Board at
the 2008 Annual Meeting. On November 14, 2007, funds managed by Mario Gabelli's
GAMCO Investors, Inc., which based on public filings holds an approximate 20.9%
ownership interest in the Company, sent a letter to the Company (copy filed on
an amendment to its Schedule 13D) "strongly supporting" the nomination of Mr.
Liebau for election to the Board and noting that there are no arrangements or
understandings between GAMCO and Mr. Liebau or any other person or persons
pursuant to which Mr. Liebau is being recommended by GAMCO. Mr. Gabelli
personally is an individual client of Mr. Liebau's investment advisory firm,
Liebau Asset Management Company (comprising less than 1% of the firm's assets
under management).
Notice of Nomination of Candidates
Page 7
(xi) Item 5(b)(xi) of Schedule 14A cross-references the
information required by Item 404(a) of Regulation S-K of the Exchange Act with
respect to each participant in the solicitation or any associates of such
participant.
ITEM 404(a) OF REGULATION S-K. No Participant or any of
their respective related persons have had or will have a direct or indirect
material interest in any transaction since the beginning of the Company's last
fiscal year or any currently proposed transactions in which the Company was or
is to be a participant and the amount involved exceeds $120,000.
(xii)(A) and (B). According to the Company's public filings,
under the Company's directors' compensation program, the Company's outside
directors receive an annual retainer of $116,000 for all scheduled Board
meetings and two scheduled committee meetings. An additional $1,750 is paid for
each unscheduled Board meeting and each committee meeting attended by an
outside director beyond the two included in the retainer. Pursuant to the
Company's Director's Deferred Compensation Plan, each outside director receives
50% of his or her annual compensation, including any additional meeting fees,
in deferred Class A Stock units and may elect to receive the other half of his
or her annual compensation either fully in cash, fully in deferred stock units,
or split evenly in cash and deferred stock units. Annual deferral elections
must be made prior to the calendar year in which the retainer and additional
meeting fees will be earned. The retainer and additional meeting fees are paid
quarterly by the Company. Outside directors are reimbursed for actual expenses
incurred for attending meetings. The current Chairman of the Board (who is an
executive officer of the Company) is not paid any of these base fees or special
fees and receives no extra pay for serving as a director.
Prior to 2007, the number of Class A Stock units was determined
at the beginning of each calendar year by dividing the annual retainer fee by
the value of one share of the Company's Class A Stock, calculated as the
average of the closing trading prices for the last ten trading days of the
preceding calendar year. Beginning in 2007, the number of Class A Stock units
will be determined quarterly, based on the average of the closing trading
prices for the last ten trading days of the preceding calendar quarter.
Participant accounts are credited quarterly with amounts that are equivalent to
dividends earned on Class A Stock.
Upon election to the Board, the Board member selects the method
of account settlement. Upon termination from the Board for any reason, the
Board member or beneficiary will be paid by one of the following methods: lump
sum cash or common stock payment, lump sum cash or common stock payment
(deferred for one year), annual cash or common stock payments ranging from two
to ten years. If no election is made, the director will receive a single common
stock distribution as of the date of retirement.
Notice of Nomination of Candidates
Page 8
In 2005, to further align the interests of directors and
stockholders, the Board adopted a share ownership guideline of 5,300 shares of
the Company's Class A Stock, including deferred Class A Stock units. The Board
recommended that this ownership guideline be attained within five years of a
director's election to the Board.
The Company has purchased directors' and officers' liability
insurance policies for the directors of the Company. Within the limits of their
coverage, the policies insure (1) the directors and officers of the Company
against certain losses resulting from claims against them in their capacities
as directors and officers to the extent that such losses are not indemnified by
the Company and (2) the Company to the extent that it indemnifies such
directors and officers for such losses as permitted under the laws of Virginia.
The Company also provides directors with Company-provided indemnification to
the fullest extent permitted by law and the Company's Amended and Restated
Articles of Incorporation and By-laws. The HCP Funds expect that the HCP
Nominees, if elected, will be indemnified for service as directors of the
Company to the same extent indemnification is provided to the current directors
of the Company under the Company's Amended and Restated Articles of
Incorporation and By-Laws. The HCP Funds also believe that upon election, the
HCP Nominees will be covered by the Company's directors' and officers'
liability insurance.
The Participants disclaim any responsibility for the accuracy
of the foregoing information extracted from the Company's public filing.
The HCP Nominees will not receive any compensation from the HCP
Funds to serve as nominees for election or as a director, if elected, of the
Company. The HCP Funds have agreed to indemnify the HCP Nominees against losses
incurred in connection with their service as nominees for election as directors
of the Company and in connection with the solicitation of proxies in respect
thereof, to the extent that indemnification is not otherwise available,
including from the Company. The HCP Funds have also agreed to reimburse the HCP
Nominees for out-of-pocket expenses incurred in their capacity as nominees,
including, without limitation, reimbursement for reasonable travel expenses.
Each HCP Nominee has executed a written consent agreeing to be a nominee for
election as a director of the Company and to serve as a director if so elected,
which consents are attached hereto as Exhibit A. Other than as set forth
herein, none of the Participants or any of their respective associates, has any
arrangements or understandings with any person or persons with respect to any
future employment by the Company or its affiliates or with respect to any
future transactions to which the Company or any of its affiliates will or may
be a party.
(b)(2) The information required to be disclosed in this item
with respect to the Harbinger Persons and the HCP Nominees is disclosed in
response to Item 5(b)(1) above.
Notice of Nomination of Candidates
Page 9
ITEM 7. DIRECTORS AND EXECUTIVE OFFICERS
(a) Item 7(a) of Schedule 14A cross-references the information
required by instruction 4 to Item 103 of Regulation S-K of the Exchange Act
with respect to nominees of the persons making the solicitation. Such
information is set forth below:
INSTRUCTION 4 OF ITEM 103 TO REGULATION S-K. There are
no material proceedings in which the HCP Nominees or any of their associates is
a party adverse to the Company or any of its subsidiaries, or material
proceedings in which such nominee or any such associate has a material interest
adverse to the Company or any of its subsidiaries.
(b) Item 7(b) of Schedule 14A cross-references the information
required by Item 401, Items 404(a) and (b), Item 405, and Items 407(d)(4) and
(d)(5) of Regulation S-K of the Exchange Act with respect to nominees of the
person making the solicitation. Such information is set forth below:
ITEM 401 OF REGULATION S-K.
(a) and (e). Each HCP Nominee has executed a consent to
being named as a HCP Nominee and to serving as a director of the
Company, if so elected. Copies of such consents are attached hereto as
Exhibit A. The initial term of each HCP Nominee, if elected, would be
for a period of one year in accordance with the By-laws.
The following information is set forth in Appendix I
attached hereto with respect to each HCP Nominee: name, age, any
position and office with the Company held by each such nominee and the
term thereof, business experience during the past five years (including
principal occupation and employment during the past five years and the
name and principal business of any corporation or other organization in
which such occupation or employment was carried on) and any
directorships held by such person in any company with a class of
securities registered pursuant to Section 12 of the Exchange Act or
subject to the requirements of Section 15(d) of the Exchange Act or any
company registered as an investment company under the Investment
Company Act of 1940, as amended. Except as set forth in Appendix I, no
occupation or employment is or was, during such period, carried on by
any HCP Nominee with the Company or any corporation or organization
which is or was a parent, subsidiary or other affiliate of the Company,
and none of the HCP Nominees has ever served on the Board.
The HCP Funds have agreed to indemnify the HCP
Nominees, and to reimburse the HCP Nominees for certain expenses, as
described above.
Other than as disclosed in the response to Item 5(b)
above, there are no arrangements or understandings between the HCP
Nominees and any other party pursuant to which any such nominee was or
is to be selected as a director or nominee.
Notice of Nomination of Candidates
Page 10
(b), (c), and (g). These provisions of Item 401 of
Regulation S-K are not applicable to the HCP Nominees.
(d). There exist no family relationships between any
HCP Nominee and any director or executive officer of the Company.
(f). On February 8, 2005, High Voltage Engineering
Corporation filed for Chapter 11 bankruptcy protection in the United
States Bankruptcy Court in Boston (Case No. 05-10787) and Mr. Davis was
the Chairman of the Board of Directors of High Voltage Engineering
Corporation at the time of such filing. Mr. Davis remained on the High
Voltage Engineering Corporation Board until the appointment of the
Chapter 11 trustee on or about February 17, 2005. Except as set forth
in the preceding sentence, during the last five years, the HCP Nominees
were not involved in any of the events described in Item 401(f) of
Regulation S-K and that are material to an evaluation of the ability or
integrity of any such nominee to become a director of the Company.
ITEM 404(a) OF REGULATION S-K. The response to Item
5(b)(1)(xi) above is incorporated herein by reference.
ITEM 404(b) OF REGULATION S-K. This provision is not
applicable to the HCP Nominees.
ITEM 405 OF REGULATION S-K. This provision is not
applicable to the HCP Nominees because the HCP Nominees are not directors,
officers or ten percent holders of the Company.
ITEM 407(d)(4) AND (d)(5) OF REGULATION S-K. These
provisions are not applicable to the HCP Nominees.
(c) Item 7(c) of Schedule 14A cross-references the information
required by Item 407(a) of Regulation S-K of the Exchange Act.
ITEM 407(a) OF REGULATION S-K. The corporate governance
guidelines of the Company, which are available on the Company's website
at www.mediageneral.com, provide that determinations of independence
shall be made in accordance with the criteria for independence required
by the New York Stock Exchange. The HCP Funds have no knowledge of any
facts that would prevent the determination that each of the HCP
Nominees is independent.
(d) Item 7(d) of Schedule 14A cross-references the information
required by Item 407(b), (c)(1), (c)(2), (d)(1), (d)(2), (d)(3), (e)(1),
(e)(2), (e)(3) and (f) of Regulation S-K of the Exchange Act. These provisions
are not applicable to the HCP Nominees.
Notice of Nomination of Candidates
Page 11
(e) Item 7(e) of Schedule 14A applies only to registered
investment companies and is not applicable to the HCP Nominees.
ITEM 8. COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
Item 8 of Schedule 14A cross-references the information
required by Item 402 and paragraphs (e)(4) and (e)(5) of Item 407 of Regulation
S-K of the Exchange Act with respect to each nominee of the person making the
solicitation and associates of such nominee. Such information is set forth
below:
ITEM 402 OF REGULATION S-K
(a)-(j). None of the HCP Nominees or any of their
associates has received any cash compensation, cash bonuses, deferred
compensation, compensation pursuant to plans, or other compensation,
from, or in respect of, services rendered on behalf of the Company that
is required to be disclosed under, or is subject to any arrangement
described in, these paragraphs of Item 402 of Regulation S-K.
(k). The response to Item 5(b)(1)(xii)(A) and (B) above
is incorporated herein by reference. Other than as set forth herein,
the HCP Funds are not aware of any other arrangements pursuant to which
any director of the Company was to be compensated for services during
the Company's last fiscal year.
ITEM 407(e)(4) OF REGULATION S-K. There are no
interlocking relationships that would have required disclosure under this
paragraph of Item 407 of Regulation S-K, had the HCP Nominees been directors of
the Company.
ITEM 407(e)(5) OF REGULATION S-K. These provisions are
not applicable to the HCP Nominees.
* * *
The information included herein represents the HCP Funds' best
knowledge as of the date hereof. The HCP Funds reserve the right, in the event
such information shall be or become inaccurate, to provide corrective
information to the Company as soon as reasonably practicable, although the HCP
Funds do not commit to update any information which may change from and after
the date hereof.
If this Notice shall be deemed for any reason by a court of
competent jurisdiction to be ineffective with respect to the nomination of the
HCP Nominees at the 2008 Annual Meeting, or if any individual nominee shall be
unable to serve for any reason, this Notice shall continue to be effective with
respect to any replacement nominees selected by the HCP Funds.
Notice of Nomination of Candidates
Page 12
The HCP Funds reserve the right to give further notice of
additional nominations or business to be made or conducted at the 2008 Annual
Meeting or any other meeting of the Company's stockholders.
The HCP Funds hereby represent that authorized representatives
of each HCP Fund intend to appear in person or by proxy at the 2008 Annual
Meeting to nominate the HCP Nominees named in his notice (or such replacement
nominees selected by the HCP Funds).
Please direct any questions regarding the information contained
in this Notice to Robert B. Schumer, Esq. and Jeffrey D. Marell, Esq., Paul,
Weiss, Rifkind, Wharton & Garrison LLP, 1285 Avenue of the Americas, New York,
New York 10019-6064, (212) 373-3000 (Phone), (212) 757-3990 (Facsimile).
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
IN WITNESS WHEREOF, the parties hereto have caused this Notice
to be duly executed on the date first above written.
HARBINGER CAPITAL PARTNERS MASTER
FUND I, LTD.
By: Harbinger Capital Partners Offshore
Manager, L.L.C.
By: /s/ William R. Lucas, Jr.
------------------------------------
Name: William R. Lucas, Jr.
Title: Executive Vice President -
General Counsel
HARBINGER CAPITAL PARTNERS SPECIAL
SITUATIONS FUND, L.P.
By: Harbinger Capital Partners Special
Situations GP, LLC
By: /s/ William R. Lucas, Jr.
------------------------------------
Name: William R. Lucas, Jr.
Title: Executive Vice President -
General Counsel
APPENDIX I: ADDITIONAL INFORMATION
CERTAIN INFORMATION RELATING TO THE HARBINGER PERSONS
-----------------------------------------------------
The Master Fund, a Cayman Islands corporation, is an investment fund
with its principal business and record address at c/o International Fund
Services (Ireland) Limited, Third Floor, Bishop's Square, Redmond's Hill,
Dublin 2, Ireland.
The Special Fund, a Delaware limited partnership, is an investment fund
with its principal business address at 555 Madison Avenue, 16th Floor, New
York, New York 10022. The address of the Special Fund in the records of the
Company is One Riverchase Parkway South, Birmingham, Alabama 35244.
Harbinger Manager, a Delaware limited liability company, is the
investment manager of the Master Fund; HMC Investors, a Delaware limited
liability company, is the managing member of Harbinger Manager; HCPSS, a
Delaware limited liability company, is the general partner of the Special Fund;
HMCNY, a New York corporation, is the managing member of HCPSS; HMC, an Alabama
corporation, is the managing member of HMC Investors and the parent of HMCNY;
Philip Falcone, a United States citizen, is a shareholder of HMC and the
portfolio manager of the Master Fund and the Special Fund; Raymond J. Harbert,
a United States citizen, is a shareholder of HMC; and Michael D. Luce, a United
States citizen, is a shareholder of HMC. The principal business address for
each of the HCPSS, HMCNY and Philip Falcone is 555 Madison Avenue, 16th Floor,
New York, New York 10022. The principal business address for each of Harbinger
Manager, HMC Investors, HMC, Raymond J. Harbert and Michael D. Luce is One
Riverchase Parkway South, Birmingham, Alabama 35244.
I - 1
CERTAIN INFORMATION RELATING TO THE HCP NOMINEES
The following table sets forth the name, age, present principal
occupation, business and residential address and business experience for the
past five years and certain other information, with respect to the HCP
Nominees. This information has been furnished to the HCP Funds by the HCP
Nominees.
PRINCIPAL OCCUPATION OR EMPLOYMENT DURING THE
NAME, AGE AND BUSINESS AND RESIDENTIAL ADDRESS LAST FIVE YEARS; PUBLIC COMPANY DIRECTORSHIPS
---------------------------------------------- ----------------------------------------------------
Since 1999, Mr. Davis has been the Chairman and
Eugene I. Davis (Age 51) Chief Executive Officer of PIRINATE Consulting
Group, LLC, a privately held consulting firm
Business Address: specializing in turn-around management, merger
and acquisition consulting, proxy contests and
5 Canoe Brook Drive strategic planning advisory services for domestic
Livingston, NJ 07039 and international public and private business
entities. Previously, he was Chief Operating
Residential Address: Officer of Total-Tel USA Communications, Inc., an
integrated telecommunications provider, from 1998
5 Canoe Brook Drive until 1999, and he has also served as President,
Livingston, NJ 07039 Vice-Chairman and Director of Emerson Radio
Corp., and CEO and Vice-Chairman of Sport Supply
Group, Inc.
Since forming PIRINATE, Mr. Davis has advised,
managed, sold, liquidated and/or acted in an
executive capacity for a number of businesses,
including companies operating in the metals,
transportation and logistics sectors. Mr. Davis
served as Chief Restructuring Officer of RBX
Industries, Inc. from January to September 2001
and as Chairman and Chief Executive Officer from
September 2001 until 2004. Mr. Davis has served
as Chief Executive Officer of Golden Northwest
Aluminum, Inc. since May 2005. Golden Northwest
Aluminum, Inc. filed for chapter 11 protection on
November 10, 2004.
Mr. Davis currently serves as Chairman of the
Board of Directors for Atari, Inc., Atlas Air
Worldwide Holdings, Inc. and Foamex, Inc. Mr.
Davis is also a director for Knology Broadband,
Inc., American Commercial Lines, Inc., Footstar
Inc., Delta Air Lines, Inc. and Viskase Companies
Inc. Mr. Davis is a former director of Emerson
Radio Corp., Ion Media Networks, Inc., Metals USA,
Inc., PRG Shultz International, Inc. and Sports
Supply Group, Inc.
I-2
PRINCIPAL OCCUPATION OR EMPLOYMENT DURING THE
NAME, AGE AND BUSINESS AND RESIDENTIAL ADDRESS LAST FIVE YEARS; PUBLIC COMPANY DIRECTORSHIPS
---------------------------------------------- ----------------------------------------------------
Mr. Davis began his career as an attorney and
international negotiator with Exxon Corp. and
Standard Oil Company (Indiana) and as a partner in
two Texas-based law firms where he specialized in
corporate/securities law, international
transactions and restructuring advice. Mr. Davis
is a graduate of Columbia College and holds a
Master of International Affairs from the School of
International Affairs of Columbia University and a
J.D. from Columbia Law School.
F. Jack Liebau, Jr. (Age 44) Since 2003, Mr. Liebau has been the President
(and founder) of Liebau Asset Management Company,
Business Address: a privately held investment manager for
individuals, foundations and corporations.
301 E. Colorado Blvd., Suite 810 Liebau Asset Management Company is an investment
Pasadena, CA 91101 advisory firm registered with the United States
Securities and Exchange Commission. Previously,
Residential Address: Mr. Liebau was an equity analyst following media
and entertainment industries for Capital Research
1382 Bedford Rd. Company from 1984 to 1986. He was a partner and
San Marino, CA 31108 portfolio manager with Primecap Management
Company, and served as one of the four co-managers
of the Vanguard Primecap Fund, from 1986 to 2003.
Mr. Liebau also worked for the Los Angeles times,
both as a reporter and as assistant to the
publisher. He has written for several publications
(including Barron's, for which he wrote a profile
on the Company).
Mr. Liebau does not presently serve as a director
of any public company or registered investment
company. He is a director of several charitable
organizations, including Edwin Gregson Foundation,
Kidspace Children's Museum (Chair of the Finance
Committee), California Thoroughbred Backstretch
Employees Pension Plan and Andover/Abbot
Association of Southern California (past
President).
Mr. Liebau graduated from Phillips Academy,
Andover, and received his A.B. in economics from
Stanford University.
I-3
PRINCIPAL OCCUPATION OR EMPLOYMENT DURING THE
NAME, AGE AND BUSINESS AND RESIDENTIAL ADDRESS LAST FIVE YEARS; PUBLIC COMPANY DIRECTORSHIPS
---------------------------------------------- ----------------------------------------------------
J. Daniel Sullivan (Age 56) For the past 30 years, Mr. Sullivan has worked in
the television broadcasting industry holding
Business Address: various positions from account executive, sales
manager, general manager, regional manager,
147 Rue De Grande founder and president of 3 large television
Brentwood, Tennessee 37027 groups. Mr. Sullivan has managed, owned or
operated over 60 different television stations in
Residential Address: the past 20 years. Since 2004, Mr. Sullivan has
been a private investor and consultant
147 Rue De Grande specializing in advising various equity funds on
Brentwood, Tennessee 37027 media investments and acquisition opportunities.
From 1998 to 2004, Mr. Sullivan was the President
and Chief Executive Officer of Quorum
Broadcasting Company, Inc., a broadcasting
company founded by Mr. Sullivan in connection
with the acquisition of 16 television stations in
10 markets. From 1996 to 1998, Mr. Sullivan was
the President and Chief Executive Officer of
Sullivan Broadcasting Company, Inc., an
owner/operator of broadcast television stations.
Mr. Sullivan does not presently serve as a
director of any public company or registered
investment company.
Mr. Sullivan graduated from the University of
Tennessee.
I-4
TRANSACTIONS IN THE SECURITIES OF THE COMPANY
On December 31, 2007, the Special Fund caused 1,000 of the
Shares beneficially owned by the Special Fund to be registered in the name of
the Special Fund and the Master Fund caused 1,000 of the Shares beneficially
owned by the Master Fund to be registered in the name of the Master Fund. The
remainder of the Shares owned by the HCP Funds are held in street name. Other
than as set forth herein or in the Notice, none of the HCP Funds, any Harbinger
Person or any HCP Nominee is the record or beneficial owner of any securities
of the Company, or any parent or subsidiary of the Company.
The Master Fund and the Special Fund have entered into swap
agreements (cash settlement) relating to the Class A Stock. These swap
agreements have the effect of increasing or decreasing the Master Fund's and/or
the Special Fund's economic exposure to the Class A Stock without conferring
voting or dispositive power over the notional number of shares referred to in
such agreements. The Master Fund and the Special Fund have changed, and may
from time to time change, the notional number of shares referred to in such
agreements.
Other than as set forth herein, none of the Harbinger Persons
or any HCP Nominee has effected any transactions in any securities of the
Company in the last two years.
TRANSACTIONS BY MASTER FUND
--------------------------------------------------------------------------------
Number of Shares of
Class A Stock
Date of Transaction Purchased/(Sold) Price Per Share
--------------------------------------------------------------------------------
6/15/2007 165,000 $33.4885
--------------------------------------------------------------------------------
6/18/2007 232,000 $34.3041
--------------------------------------------------------------------------------
6/19/2007 216,160 $34.1997
--------------------------------------------------------------------------------
6/20/2007 130,716 $34.2483
--------------------------------------------------------------------------------
6/22/2007 191,364 $32.9889
--------------------------------------------------------------------------------
6/25/2007 29,103 $32.6343
--------------------------------------------------------------------------------
6/26/2007 120,665 $32.6492
--------------------------------------------------------------------------------
6/27/2007 106,994 $32.8975
--------------------------------------------------------------------------------
6/28/2007 68,667 $33.1952
--------------------------------------------------------------------------------
6/29/2007 84,144 $33.2636
--------------------------------------------------------------------------------
7/2/2007 70,000 $33.5148
--------------------------------------------------------------------------------
7/3/2007 35,187 $33.9151
--------------------------------------------------------------------------------
1/16/2008 1,255,647 $17.9800
--------------------------------------------------------------------------------
I-5
TRANSACTIONS BY SPECIAL FUND
--------------------------------------------------------------------------------
Number of Shares of
Class A Stock
Date of Transaction Purchased/(Sold) Price Per Share
-------------------------------------------------------------------------------
6/15/2007 82,500 $33.4885
-------------------------------------------------------------------------------
6/18/2007 115,843 $34.3041
-------------------------------------------------------------------------------
6/19/2007 107,781 $34.1997
-------------------------------------------------------------------------------
6/22/2007 95,665 $32.9889
-------------------------------------------------------------------------------
6/25/2007 80,397 $32.6343
-------------------------------------------------------------------------------
6/26/2007 60,335 $32.6492
-------------------------------------------------------------------------------
6/27/2007 53,497 $32.8975
-------------------------------------------------------------------------------
6/28/2007 34,333 $33.1952
-------------------------------------------------------------------------------
6/29/2007 42,056 $33.2636
-------------------------------------------------------------------------------
7/2/2007 35,000 $33.5148
-------------------------------------------------------------------------------
7/3/2007 17,593 $33.9151
-------------------------------------------------------------------------------
1/16/2008 627,807 $17.9800
-------------------------------------------------------------------------------
TRANSACTIONS BY HCP NOMINEES
F. JACK LIEBAU JR. (BENEFICIALLY OWNED JOINTLY WITH MR. LIEBAU'S SPOUSE, CAROL
LIEBAU):
--------------------------------------------------------------------------------
Number of Shares of
Class A Stock
Date of Transaction Purchased/(Sold) Price Per Share
-------------------------------------------------------------------------------
11/5/2007 200 $26.98
-------------------------------------------------------------------------------
11/5/2007 100 $26.92
-------------------------------------------------------------------------------
11/5/2007 100 $26.93
-------------------------------------------------------------------------------
11/5/2007 100 $26.92
-------------------------------------------------------------------------------
11/5/2007 100 $26.97
-------------------------------------------------------------------------------
11/5/2007 200 $26.96
-------------------------------------------------------------------------------
11/5/2007 100 $26.96
-------------------------------------------------------------------------------
11/5/2007 100 $26.93
-------------------------------------------------------------------------------
I-6
EXHIBIT A
---------
CONSENTS OF HCP NOMINEES TO BEING NAMED AS NOMINEES AND
TO SERVE AS DIRECTORS OF MEDIA GENERAL, INC.
[ATTACHED]
CONSENT TO BEING NAMED AS A NOMINEE AND
TO SERVE AS DIRECTOR OF MEDIA GENERAL, INC.
To: Secretary of Media General, Inc.
The undersigned hereby consents (x) to being named as a nominee
for election to the Board of Directors of Media General, Inc., a Virginia
corporation (the "Company"), (y) to be named in the proxy soliciting materials
as such and (z) if duly elected by the stockholders of the Company, to serve as
a director of the Company.
Dated: January 10, 2008.
/s/ Eugene I. Davis
------------------------------
Name: Eugene I. Davis
CONSENT TO BEING NAMED AS A NOMINEE AND
TO SERVE AS DIRECTOR OF MEDIA GENERAL, INC.
To: Secretary of Media General, Inc.
The undersigned hereby consents (x) to being named as a nominee
for election to the Board of Directors of Media General, Inc., a Virginia
corporation (the "Company"), (y) to be named in the proxy soliciting materials
as such and (z) if duly elected by the stockholders of the Company, to serve as
a director of the Company.
Dated: January 12, 2008.
/s/ F. Jack Liebau, Jr.
---------------------------------
Name: F. Jack Liebau, Jr.
CONSENT TO BEING NAMED AS A NOMINEE AND
TO SERVE AS DIRECTOR OF MEDIA GENERAL, INC.
To: Secretary of Media General, Inc.
The undersigned hereby consents (x) to being named as a nominee
for election to the Board of Directors of Media General, Inc., a Virginia
corporation (the "Company"), (y) to be named in the proxy soliciting materials
as such and (z) if duly elected by the stockholders of the Company, to serve as
a director of the Company.
Dated: January 14, 2008.
/s/ J. Daniel Sullivan
------------------------------
Name: J. Daniel Sullivan