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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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. 2)(1)
MEDIA GENERAL, INC.
--------------------------------------------------------------------------------
(Name of Issuer)
CLASS A Common Stock
--------------------------------------------------------------------------------
(Title of Class of Securities)
584404107
--------------------------------------------------------------------------------
(CUSIP Number)
George L. Mahoney, Secretary
333 E. Franklin St.
Richmond, VA 23219
(804) 649-6629
--------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 1, 1999
--------------------------------------------------------------------------------
(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(b)
for other parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of Pages)
----------
(1) 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).
(SC13D-07/98)
CUSIP No. 584404107 13D Page 2 of 8 Pages
________________________________________________________________________________
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
David Tennant Bryan Revocable Declaration of Trust
54-6440095
________________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [X]
(b) [_]
________________________________________________________________________________
3 SEC USE ONLY
________________________________________________________________________________
4 SOURCE OF FUNDS*
PF-00
________________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
________________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
________________________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF 1,560,121 SHARES
SHARES _________________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY
NONE
OWNED BY
_________________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 1,560,121 SHARES
PERSON _________________________________________________________________
10 SHARED DISPOSITIVE POWER
WITH
NONE
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,560,121 SHARES
________________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.0%
________________________________________________________________________________
14 TYPE OF REPORTING PERSON*
00
________________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 584404107 13D Page 3 of 8 Pages
________________________________________________________________________________
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
J. Stewart Bryan III
________________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [X]
(b) [_]
________________________________________________________________________________
3 SEC USE ONLY
________________________________________________________________________________
4 SOURCE OF FUNDS*
PF-00
________________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
________________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
________________________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF 592,628 SHARES
SHARES _________________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY
480,000 SHARES
OWNED BY
_________________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 592,628 SHARES
PERSON _________________________________________________________________
10 SHARED DISPOSITIVE POWER
WITH
480,000 SHARES
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,072,628 SHARES
________________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.1%
________________________________________________________________________________
14 TYPE OF REPORTING PERSON*
IN
________________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 584404107 13D Page 4 of 8 Pages
________________________________________________________________________________
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
D. Tennant Bryan Media Trust
54-6253830
________________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [X]
(b) [_]
________________________________________________________________________________
3 SEC USE ONLY
________________________________________________________________________________
4 SOURCE OF FUNDS*
00
________________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
________________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
VIRGINIA
________________________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF 373,000 SHARES
SHARES _________________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY
NONE
OWNED BY
_________________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 373,000 SHARES
PERSON _________________________________________________________________
10 SHARED DISPOSITIVE POWER
WITH
NONE
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
373,000 SHARES
________________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.4%
________________________________________________________________________________
14 TYPE OF REPORTING PERSON*
00
________________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 584404107 13D Page 5 of 8 Pages
This Amendment No. 2 amends and supplements, to the extent indicated,
Items 2, 3, 5 and 6 of the statement on, and Amendment No. 1 to, Schedule 13D
previously filed by D. Tennant Bryan, J. Stewart Bryan III, and the D. Tennant
Bryan Media Trust with respect to Class A Common Stock of Media General, Inc.
Defined terms herein have the same meaning as in the original statement on, or
Amendment No. 1 to, Schedule 13D.
Item 2. Identity and Background.
This Amendment No. 2 reflects changes in the identity of members of the
group. D. Tennant Bryan is deceased, and his previously reported directly owned
shares are held in the David Tennant Bryan Revocable Declaration of Trust (the
"Revocable Trust"). J. Stewart Bryan III, is a co-trustee thereof, along with
his two sisters. J. Stewart Bryan III, is also the sole trustee of the D.
Tennant Bryan Media Trust, of which D. Tennant Bryan was formerly a trustee. J.
Stewart Bryan III, is Chairman and Chief Executive Officer of Media General,
Inc.
Item 3. Source and Amount of Funds or Other Consideration.
No shares have been acquired since the filing of Amendment No. 1 to
Schedule 13D with the use of borrowed funds. Shares acquired during such period
consist of (i) shares which have been distributed to or credited to their
respective accounts under employee benefit plans of the Company, including an
Employees Thrift Plan and a Employee Restricted Stock Plan, (ii) shares
distributed by trustees of certain trusts, (iii) shares of Class B Stock
acquired in exchange for an equal number of shares of Class A Stock, (iv) shares
acquired or disposed of by gift, and (v) shares of Class A Stock acquired
through option exercises.
Item 5. Interest in Securities of the Issuer.
(a) The aggregate number and percentage of Class A and Class B
Common Stock of Media General, Inc. (based on 26,033,754 Class
A shares and 556,574 Class B shares outstanding as of August
31, 1999) for Mr. Bryan and each trust are as follows:
Revocable Trust 1,560,121 Class A 6.0%
J. Stewart Bryan III 1,017,592 Class A 3.9%
55,036 Class B 9.9%
(includes 43,084 Class A in the
Company 401(k) plan as of 12/31/98
and 152,000 Class A subject to
exercisable options, but does not
include shares held by the Revocable
Trust or the Media Trust)
Media Trust 373,000 Class A 1.4%
373,000 Class B 67.0%
CUSIP No. 584404107 13D Page 6 of 8 Pages
(b) Mr. Bryan shares the power to vote and dispose of the shares
listed for the Revocable Trust with his two sisters, who are
also trustees. Mr. Bryan is the sole trustee and has the sole
power to vote and dispose of the shares held by the Media
Trust. Of the shares listed for Mr. Bryan, he has the sole
power to vote and dispose of 482,392 Class A shares (55,200 of
which are held in trust) and all of the Class B shares; and
shares the power to vote and dispose of 480,000 Class A shares
held by two separate trusts, as follows:
Co-Trustee Shares
---------- ------
Mary Tennant Bryan Perkins 240,000
Florence Bryan Fowlkes 240,000
(c) In April, 1999, the Revocable Trust sold 292,300 Class A
shares in public transactions to raise funds to pay estate
taxes. On April 7, 1994, Media General, Inc. (the "Company")
and D. Tennant Bryan (the "Shareholder") entered into an
Amended and Restated Redemption Agreement, whereby the
Shareholder's estate had the right to sell to the Company, and
the Company had the right to purchase from the Shareholder's
estate, up to fifteen percent of the shares of Class A Stock
owned by the Shareholder at his death. On June 1, 1999, the
Company purchased, pursuant to this agreement, 326,897 shares
of Class A Stock pursuant to an election filed with the
Company by the trustees under the Revocable Trust. The
proceeds of the sale will pay a portion of the federal estate
taxes due as a result of the Shareholder's death.
Item 6. Contracts, Arrangement or Understandings with Respect to Securities of
the Issuer.
On August 27, 1999, the David Tennant Bryan Revocable Declaration of
Trust (the "Bryan Trust") pledged 1,560,121 shares of Class A Common Stock to
Crestar Bank to secure a $50 million four-year line of credit under a Credit
Agreement dated July 14, 1999. Borrowings will be used to pay estate taxes and
to cover accrued interest. One-half of the borrowings will bear interest at the
London Interbank Offering Rate plus 75 basis points. The remainder of the
borrowings will bear interest at 7.235% pursuant to an interest rate swap
between the Bryan Trust and SunTrust Bank. The loan and pledge agreements
contain customary provisions entitling Crestar Bank to dispose of the pledged
shares upon the occurrence of a default.
Under the terms of the Credit Agreement, Crestar Bank has required the
Bryan Trust to enter into an agreement with SunTrust Bank pursuant to which, on
August 30, 1999, the Bryan Trust, relating to 220,000 shares of Class A Common,
bought from Sun Trust Bank a European-style put at $34.59 per share, subject to
adjustment and sold to Sun Trust Bank a European-style call at $74.62 per share,
subject to adjustment. The put and the call are not exercisable until, and are
scheduled to expire, on or about March 6, 2003, and if one of the two is in the
money at the close of trading on that date, the option shall be deemed to be
automatically exercised.
CUSIP No. 584404107 13D Page 7 of 8 Pages
Settlement will be made in cash only. To secure its obligations under the
zero-cost collar, the Bryan Trust granted Sun Trust Bank a security interest in
the shares of the Class A Common Stock pledged to Crestar Bank. The Bryan Trust
has pledged all of its rights under the zero-cost collar to Crestar Bank as
security for the line of credit.
Item 7. Material to be Filed as Exhibits.
Zero Cost Collar Agreement
CUSIP No. 584404107 13D Page 8 of 8 Pages
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.
Dated: September 24, 1999
/s/ J. Stewart Bryan III
------------------------------------
J. Stewart Bryan III
D. TENNANT BRYAN MEDIA TRUST
By: /s/ J. Stewart Bryan III
---------------------------------
J. Stewart Bryan III, Trustee
DAVID TENNANT BRYAN
REVOCABLE DECLARATION OF
TRUST
By: /s/ J. Stewart Bryan III
---------------------------------
J. Stewart Bryan III, Trustee
Attention. Intentional misstatements or omissions of fact constitute federal
criminal violations (see 18 U.S.C. 1001).