As filed with the Securities and Exchange Commission on July 18, 2001
File Nos. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
Under
The Securities Act of 1933
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MEDIA GENERAL, INC.
(Exact name of registrant as specified in its charter)
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Virginia 54-0850433
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
333 East Franklin Street
Richmond, Virginia 23219
(804) 649-6000
(Address including zip code, and telephone number,
including area code, of registrant's principal executive offices)
ADDITIONAL SUBSIDIARY GUARANTOR REGISTRANTS LISTED ON FACING PAGE
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George L. Mahoney, Esquire
General Counsel and Secretary
Media General, Inc.
333 East Franklin Street
Richmond, Virginia 23219
(804) 649-6000
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
With a Copy to:
Jane Whitt Sellers, Esquire
McGuireWoods LLP
901 East Cary Street
Richmond, Virginia 23219
(804) 775-1000
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Approximate date of commencement of proposed sale to public: From time to
time after the effective date of this registration statement as determined by
market conditions.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. [_]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
CALCULATION OF REGISTRATION FEE
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Proposed
Maximum Amount of
Title of Each Class of Aggregate Registration
Securities to be Registered Offering Price(1) Fee
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Senior Debt Securities $600,000,000 $150,000
Guarantees (2) (3) (4)
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(1) Such amount shall be increased if any debt securities are issued at an
original issue discount by an amount such that the net proceeds to be
received by the registrant shall be equal to the above amount to be
registered. Any offering of securities denominated other than in U.S.
dollars will be treated as the equivalent in U.S. dollars based upon the
official exchange rate applicable to the purchase of such securities from
the registrant.
(2) See inside facing page for table of registrant guarantors.
(3) No separate consideration will be received for the guarantees.
(4) Pursuant to Rule 457(n), no separate filing fee is required for the
guarantees.
The registrants hereby amend this Registration Statement on such date or
dates as may be necessary to delay its effective date until the registrants
shall file a further amendment which specifically states that this
Registration Statement shall thereafter become effective in accordance with
Section 8(a) of the Securities Act of 1933 or until the Registration Statement
shall become effective on such date as the SEC, acting pursuant to Section
8(a), may determine.
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++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+The information in this prospectus is not complete and may be changed. A +
+registration statement relating to these securities has been filed with the +
+Securities and Exchange Commission and has not yet been declared effective. +
+This prospectus is not an offer to sell these securities and it is not +
+soliciting an offer to buy these securities in any jurisdiction where the +
+offer or sale is not permitted. +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
SUBJECT TO COMPLETION
DATED JULY 18, 2001
PROSPECTUS
[LOGO OF MEDIA GENERAL]
$600,000,000
MEDIA GENERAL, INC.
Senior Debt Securities
We may offer and sell from time to time, in one or more series, our unsecured
senior debt securities, which may consist of notes, debentures or other
evidences of indebtedness. The total initial offering prices of the senior debt
securities that we may offer and sell under this prospectus and the supplements
to it will not be greater than $600,000,000 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 senior debt securities we may
offer.
The 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 senior debt 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 the 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 senior debt securities, you should
carefully read this prospectus with the applicable prospectus supplement, which
together provide the specific terms of the senior debt securities that we are
offering.
This prospectus may not be used to consummate sales of our senior debt
securities unless accompanied by a prospectus supplement.
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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 , 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
PLAN OF DISTRIBUTION....................................................... 16
LEGAL MATTERS.............................................................. 18
EXPERTS.................................................................... 18
----------------
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 the senior debt securities described in
this prospectus (referred to as senior debt securities or debt securities) in
one or more offerings up to a total dollar amount of $600,000,000. This
prospectus provides you with a general description of the securities we may
offer. Each time we sell senior debt 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.
i
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
statements related to our convergence strategy, the impact of the Internet on
our business and prospects and our expectations regarding newsprint prices,
advertising levels and the financial newsprint swap agreement. Forward-looking
statements, including those which use words such as "believe," "anticipate,"
"expect," "estimate," "intend" and similar statements, are made as of the date
of this prospectus or the date of the incorporated document, as applicable. 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 they are made.
Some significant factors that could affect our actual results of operations
and financial condition include: changes in advertising demand, the
availability and pricing of newsprint, changes in interest rates, changes in
the regulatory environment, legislative enactments affecting our businesses and
the effects of acquisitions, investments and divestitures.
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 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 debt securities covered by this prospectus,
or after the date of this initial registration statement to the date of its
effectiveness, 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; and
. Quarterly Report on Form 10-Q for the quarter ended April 1, 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 periodic reporting requirements under the Exchange Act.
ABOUT MEDIA GENERAL
Media General is an independent, publicly owned communications company. As a
leading provider of news, information and entertainment services in the
southeastern United States, Media General has interests in newspapers,
television stations, interactive media and diversified information services. As
part of its strategy of media convergence (that is, the delivery of content by
means of multiple interconnected communications channels), Media General has
organized itself into the following three divisions:
Publishing
As of April 1, 2001, Media General owned 25 daily newspapers in Virginia,
North Carolina, Florida, Alabama and South Carolina, as well as nearly 100
weeklies and other periodicals. Media General's holdings include The Tampa
Tribune, the Richmond Times-Dispatch, the Winston-Salem Journal and a
20 percent interest in The Denver Post.
Broadcast
As of April 1, 2001, Media General's 26 network-affiliated television
stations reached more than 30 percent of the television households in the
Southeast, and nearly 8 percent of those in the United States. Media General's
broadcast holdings include WFLA in Tampa, Florida, WSPA in Greenville, South
Carolina and WIAT in Birmingham, Alabama.
Interactive Media
Media General launched its Interactive Media Division on January 1, 2001.
This division will continue Media General's efforts to fully incorporate
Internet technologies into its business strategies. The Interactive Media
Division intends to build on the strengths of Media General's newspapers,
television stations and financial databases to create and operate online
enterprises. The most significant component of this division initially is Media
General Financial Services, Inc., which compiles and makes available both
current and historical data on publicly traded companies to a broad spectrum of
users.
USE OF PROCEEDS
We will use the net proceeds we receive from the sale of the senior debt
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:
Quarter
Year Ended Ended
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12/29/1996 12/28/1997 12/27/1998 12/26/1999 12/31/2000 04/01/2001
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Ratio of earnings to
fixed charges.......... 6.41 1.71 1.95 4.11 3.01 --- (1)
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(1) For the quarter ended April 1, 2001, there was a deficiency in earnings of
$4,244,000 to cover fixed charges.
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.
2
DESCRIPTION OF SENIOR DEBT SECURITIES
The following description of senior 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,
3
. 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)
4
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 April 1, 2001 and held more than 97% of Media
General's consolidated assets as of April 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 periodic
reporting requirements of the Exchange Act under the SEC's Rule 12h-5. In order
to maintain our subsidiaries' eligibility for the periodic reporting 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 become more significant.
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 all guarantees issued by our
subsidiaries under the credit agreement are contemporaneously released or
otherwise terminated, as are 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. 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 in excess of the
amounts the indenture permits without ratably guranteeing 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.
5
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 April 1, 2001, the aggregate accrued
liabilities and obligations of Media General's subsidiaries were $80 million.
In addition, as of April 1, 2001 our subsidiaries had guaranteed $799 million
of 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;
6
. 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;
7
. 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
8
. 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
9
. 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:
10
. 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
11
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,
12
. 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)
13
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)
14
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
15
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.
PLAN OF DISTRIBUTION
Media General may offer and sell the senior debt 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 senior
debt securities will set forth the terms of the offering, including the
following:
16
. 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 debt 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 debt 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 debt securities will be subject to certain
conditions precedent and the underwriters will be obligated to purchase all of
the debt securities described in the prospectus supplement if any are
purchased. After the initial offering of the debt 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 senior debt securities directly to
investors or through an agent or agents acting for Media General from time to
time. An agent may sell debt 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 such 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 debt securities will be
specified in the applicable prospectus supplement.
Unless otherwise indicated in the applicable prospectus supplement, each
series of debt securities will be a new issue of securities for which there is
no market. Any underwriters to whom debt 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 debt 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 debt
securities. Unless otherwise indicated in the applicable prospectus supplement,
the debt securities will not be listed on a national securities exchange or
quoted on any quotation system.
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.
17
LEGAL MATTERS
McGuireWoods LLP, counsel to Media General, will issue an opinion about the
validity of the senior debt securities for us. Any underwriters, dealers or
agents will be advised about the validity of the senior debt securities by
counsel named in the applicable prospectus supplement. As of July 13, 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.
18
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
Expenses in connection with the offering of the securities being registered
herein are estimated as follows:
Registration Fee (actual)........................................ $150,000
Legal Fees and Expenses.......................................... $150,000
Accounting Fees and Expenses..................................... $ 35,000
Blue Sky Fees and Expenses....................................... $ 5,000
Rating Agency Fees............................................... $200,000
Trustee's Fees and Expenses...................................... $ 10,000
Printing......................................................... $ 65,000
Miscellaneous.................................................... $ 20,000
--------
Total.......................................................... $635,000
========
Item 15. Indemnification of Directors and Officers.
Media General, Inc. is a Virginia corporation. Article IV of Media
General's Articles of Incorporation mandates indemnification of its directors
and officers against liabilities (including judgments and fines and reasonable
attorneys' fees, costs and expenses) incurred by any such directors or
officers in connection with any actual or threatened action, suit or
proceeding to which he or she may be made a party by reason of his or her
being or having been a director or an officer, except in relation to any
proceeding in which such director or officer has been adjudged liable because
of willful misconduct, bad faith, gross negligence or reckless disregard of
the duties involved in the conduct of his or her office. The Virginia Stock
Corporation Act (the "Virginia Act") permits a corporation to indemnify its
directors and officers against liability incurred in all proceedings,
including derivative proceedings, arising out of their service to the
corporation or to other corporations or enterprises that the officer or
director was serving at the request of the corporation, except in the case of
willful misconduct or a knowing violation of a criminal law.
The Virginia Act places a limit on the liability of a director or officer
in derivative or shareholder proceedings equal to the lesser of (1) the amount
specified in the corporation's articles of incorporation or a shareholder-
approved bylaw; or (2) the greater of (a) $100,000 or (b) twelve months of
cash compensation received by the director or officer. The limit does not
apply in the event the director or officer has engaged in willful misconduct
or a knowing violation of a criminal law or a federal or state securities law.
The effect of Media General's Articles of Incorporation, together with the
Virginia Act, is to eliminate liability of directors and officers for monetary
damages in derivative or shareholder proceedings so long as the required
standards of conduct are met.
Media General has purchased directors' and officers' liability insurance
policies. Within the limits of their coverage, the policies insure (1) the
directors and officers of Media General 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 Media General and (2) Media
General to the extent that it indemnifies such directors and officers for
losses as permitted under the laws of Virginia.
The Securities and Exchange Commission has taken the position that insofar
as indemnification for liabilities arising under the Securities Act of 1933
may be permitted by a company to its directors and officers, such
indemnification is against public policy as expressed in such Act and is
therefore unenforceable.
II-1
Item 16. Exhibits.
Exhibit No. Description of Document
----------- -----------------------
1.1 Form of Underwriting Agreement relating to the debt securities*.
4.1 Form of Indenture relating to debt securities between the
Registrants and SunTrust Bank**.
4.2 Form of debt securities*.
5.1 Opinion of McGuireWoods LLP, counsel to the Registrant, with
respect to validity of the securities registered**.
12.1 Computation of Ratio of Earnings to Fixed Charges**.
23.1 Consent of McGuireWoods LLP (contained in Exhibit 5.1)**.
23.2 Consent of Ernst & Young LLP**.
24 Powers of Attorney (contained on the signature page hereto)**.
25 Statement of Eligibility of SunTrust Bank on Form T-1**.
- --------
* to be filed as an exhibit to a Current Report on Form 8-K
** filed herewith
Item 17. Undertakings.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent post-
effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high and of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Securities and
Exchange Commission pursuant to Rule 424(b), if, in the aggregate, the
changes in volume and price represent no more than 20 percent change in the
maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement; and
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement;
provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Securities and Exchange Commission by the undersigned registrant pursuant
to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that
are incorporated by reference in this registration statement.
(2) That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of
the offering.
(4) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of such
registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report
II-2
pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(5) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
such registrant pursuant to the foregoing provisions, or otherwise, the
undersigned registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Securities Act of 1933 and is, therefore, unenforceable. In
the event that a claim for indemnification against such liabilities (other than
the payment by a registrant of expenses incurred or paid by a director, officer
or controlling person of such registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, such
registrant agrees that it will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act of 1933 and will be governed by the
final adjudication of such issue.
II-3
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3, and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Richmond, the Commonwealth of Virginia, on the 17th
day of July, 2001.
MEDIA GENERAL, INC.
/s/ J. Stewart Bryan III
By: _________________________________
J. Stewart Bryan III
Chairman of the Board of
Directors and Chief Executive
Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on the 17th of July, 2001. The officers and directors
whose signatures appear below hereby designate J. Stewart Bryan III, Marshall
N. Morton, George L. Mahoney or John A. Schauss, any of whom may act, as their
true and lawful attorneys-in-fact, with full power to sign on their behalf
individually and in each capacity stated below and file all amendments and
post-effective amendments to the registration statement making such changes in
the registration statement as the Registrant deems appropriate and file any
registration statement registering additional securities under Rule 462(b) of
the Securities Act of 1933, and generally to do all things in their names in
their capacities as officers and/or directors to enable the Registrant to
comply with the provisions of the Securities Act of 1933 and all requirements
of the Securities and Exchange Commission.
Signature Capacity
--------- --------
/s/ J. Stewart Bryan III Chairman of the Board of Directors and
____________________________________ Chief Executive Officer (Principal
J. Stewart Bryan III Executive Officer)
/s/ Marshall N. Morton Vice Chairman of the Board of Directors and
____________________________________ Chief Financial Officer (Principal
Marshall N. Morton Financial Officer)
/s/ Stephen Y. Dickinson Controller (Principal Accounting Officer)
____________________________________
Stephen Y. Dickinson
/s/ Charles A. Davis Director
____________________________________
Charles A. Davis
/s/ Robert V. Hatcher, Jr. Director
____________________________________
Robert V. Hatcher, Jr.
/s/ John G. Medlin, Jr. Director
____________________________________
John G. Medlin, Jr.
Director
____________________________________
Thompson L. Rankin
/s/ Wyndham Robertson Director
____________________________________
Wyndham Robertson
/s/ Henry L. Valentine, II Director
____________________________________
Henry L. Valentine, II
Director
____________________________________
Walter E. Williams
II-4
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3, and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Richmond, the Commonwealth of Virginia, on the 17th
day of July, 2001.
MEDIA GENERAL FINANCIAL SERVICES,
INC.
/s/ Dennis H. Cartwright
By: _________________________________
Dennis H. Cartwright
Chairman of the Board of
Directors and Chief Executive
Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on the 17th of July, 2001. The officers and directors
whose signatures appear below hereby designate J. Stewart Bryan III, Marshall
N. Morton, George L. Mahoney or John A. Schauss, any of whom may act, as their
true and lawful attorneys-in-fact, with full power to sign on their behalf
individually and in each capacity stated below and file all amendments and
post-effective amendments to the registration statement making such changes in
the registration statement as the Registrant deems appropriate and file any
registration statement registering additional securities under Rule 462(b) of
the Securities Act of 1933, and generally to do all things in their names in
their capacities as officers and/or directors to enable the Registrant to
comply with the provisions of the Securities Act of 1933 and all requirements
of the Securities and Exchange Commission.
Signature Capacity
--------- --------
/s/ Dennis H. Cartwright Chairman of the Board of Directors,
____________________________________ President and Chief Executive Officer
Dennis H. Cartwright (Principal Executive Officer)
/s/ Marshall N. Morton Treasurer (Principal Financial Officer and
____________________________________ Principal Accounting Officer)
Marshall N. Morton
/s/ J. Stewart Bryan III Director
____________________________________
J. Stewart Bryan III
II-5
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3, and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Richmond, the Commonwealth of Virginia, on the 17th
day of July, 2001.
MEDIA GENERAL COMMUNICATIONS, INC.
/s/ J. Stewart Bryan III
By: _________________________________
J. Stewart Bryan III
Chairman of the Board of
Directors and President
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on the 17th of July, 2001. The officers and directors
whose signatures appear below hereby designate J. Stewart Bryan III, Marshall
N. Morton, George L. Mahoney or John A. Schauss, any of whom may act, as their
true and lawful attorneys-in-fact, with full power to sign on their behalf
individually and in each capacity stated below and file all amendments and
post-effective amendments to the registration statement making such changes in
the registration statement as the Registrant deems appropriate and file any
registration statement registering additional securities under Rule 462(b) of
the Securities Act of 1933, and generally to do all things in their names in
their capacities as officers and/or directors to enable the Registrant to
comply with the provisions of the Securities Act of 1933 and all requirements
of the Securities and Exchange Commission.
Signature Capacity
--------- --------
/s/ J. Stewart Bryan III Chairman of the Board of Directors and
____________________________________ President (Principal Executive Officer)
J. Stewart Bryan III
/s/ Marshall N. Morton Director and Treasurer (Principal Financial
____________________________________ Officer and Principal Accounting Officer)
Marshall N. Morton
II-6
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3, and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Richmond, the Commonwealth of Virginia, on the 17th
day of July, 2001.
MG BROADCASTING OF BIRMINGHAM
HOLDINGS, LLC
/s/ J. Stewart Bryan III
By: _________________________________
J. Stewart Bryan III
Chairman of the Board of
Directors and President
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on the 17th of July, 2001. The officers and directors
whose signatures appear below hereby designate J. Stewart Bryan III, Marshall
N. Morton, George L. Mahoney or John A. Schauss, any of whom may act, as their
true and lawful attorneys-in-fact, with full power to sign on their behalf
individually and in each capacity stated below and file all amendments and
post-effective amendments to the registration statement making such changes in
the registration statement as the Registrant deems appropriate and file any
registration statement registering additional securities under Rule 462(b) of
the Securities Act of 1933, and generally to do all things in their names in
their capacities as officers and/or directors to enable the Registrant to
comply with the provisions of the Securities Act of 1933 and all requirements
of the Securities and Exchange Commission.
Signature Capacity
--------- --------
/s/ J. Stewart Bryan III Chairman of the Board of Directors and
____________________________________ President (Principal Executive Officer)
J. Stewart Bryan III
/s/ Marshall N. Morton Director and Treasurer (Principal Financial
____________________________________ Officer and Principal Accounting Officer)
Marshall N. Morton
II-7
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3, and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Richmond, the Commonwealth of Virginia, on the 17th
day of July, 2001.
MEDIA GENERAL OPERATIONS, INC.
/s/ J. Stewart Bryan III
By: _________________________________
J. Stewart Bryan III
Chairman of the Board of
Directors and President
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on the 17th of July, 2001. The officers and directors
whose signatures appear below hereby designate J. Stewart Bryan III, Marshall
N. Morton, George L. Mahoney or John A. Schauss, any of whom may act, as their
true and lawful attorneys-in-fact, with full power to sign on their behalf
individually and in each capacity stated below and file all amendments and
post-effective amendments to the registration statement making such changes in
the registration statement as the Registrant deems appropriate and file any
registration statement registering additional securities under Rule 462(b) of
the Securities Act of 1933, and generally to do all things in their names in
their capacities as officers and/or directors to enable the Registrant to
comply with the provisions of the Securities Act of 1933 and all requirements
of the Securities and Exchange Commission.
Signature Capacity
--------- --------
/s/ J. Stewart Bryan III Chairman of the Board of Directors and
____________________________________ President (Principal Executive Officer)
J. Stewart Bryan III
/s/ Marshall N. Morton Treasurer (Principal Financial Officer and
____________________________________ Principal Accounting Officer)
Marshall N. Morton
II-8
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3, and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Richmond, the Commonwealth of Virginia, on the 17th
day of July, 2001.
THE TRIBUNE COMPANY HOLDINGS, INC.
/s/ J. Stewart Bryan III
By: _________________________________
J. Stewart Bryan III
Chairman of the Board of
Directors and President
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on the 17th of July, 2001. The officers and directors
whose signatures appear below hereby designate J. Stewart Bryan III, Marshall
N. Morton, George L. Mahoney or John A. Schauss, any of whom may act, as their
true and lawful attorneys-in-fact, with full power to sign on their behalf
individually and in each capacity stated below and file all amendments and
post-effective amendments to the registration statement making such changes in
the registration statement as the Registrant deems appropriate and file any
registration statement registering additional securities under Rule 462(b) of
the Securities Act of 1933, and generally to do all things in their names in
their capacities as officers and/or directors to enable the Registrant to
comply with the provisions of the Securities Act of 1933 and all requirements
of the Securities and Exchange Commission.
Signature Capacity
--------- --------
/s/ J. Stewart Bryan III Chairman of the Board of Directors and
____________________________________ President (Principal Executive Officer)
J. Stewart Bryan III
/s/ Marshall N. Morton Director and Treasurer (Principal Financial
____________________________________ Officer and Principal Accounting Officer)
Marshall N. Morton
II-9
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3, and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Richmond, the Commonwealth of Virginia, on the 17th
day of July, 2001.
MEDIA GENERAL BROADCASTING OF
SOUTH CAROLINA HOLDINGS, INC.
/s/ J. Stewart Bryan III
By: _________________________________
J. Stewart Bryan III
Chairman of the Board of
Directors and President
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on the 17th of July, 2001. The officers and directors
whose signatures appear below hereby designate J. Stewart Bryan III, Marshall
N. Morton, George L. Mahoney or John A. Schauss, any of whom may act, as their
true and lawful attorneys-in-fact, with full power to sign on their behalf
individually and in each capacity stated below and file all amendments and
post-effective amendments to the registration statement making such changes in
the registration statement as the Registrant deems appropriate and file any
registration statement registering additional securities under Rule 462(b) of
the Securities Act of 1933, and generally to do all things in their names in
their capacities as officers and/or directors to enable the Registrant to
comply with the provisions of the Securities Act of 1933 and all requirements
of the Securities and Exchange Commission.
Signature Capacity
--------- --------
/s/ J. Stewart Bryan III Chairman of the Board of Directors and
____________________________________ President (Principal Executive Officer)
J. Stewart Bryan III
/s/ Marshall N. Morton Director and Treasurer (Principal Financial
____________________________________ Officer and Principal Accounting Officer)
Marshall N. Morton
II-10
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3, and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Richmond, the Commonwealth of Virginia, on the 17th
day of July, 2001.
MG BROADCASTING OF BIRMINGHAM II,
LLC
/s/ J. Stewart Bryan III
By: _________________________________
J. Stewart Bryan III
Chairman of the Board of
Directors and President
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on the 17th of July, 2001. The officers and directors
whose signatures appear below hereby designate J. Stewart Bryan III, Marshall
N. Morton, George L. Mahoney or John A. Schauss, any of whom may act, as their
true and lawful attorneys-in-fact, with full power to sign on their behalf
individually and in each capacity stated below and file all amendments and
post-effective amendments to the registration statement making such changes in
the registration statement as the Registrant deems appropriate and file any
registration statement registering additional securities under Rule 462(b) of
the Securities Act of 1933, and generally to do all things in their names in
their capacities as officers and/or directors to enable the Registrant to
comply with the provisions of the Securities Act of 1933 and all requirements
of the Securities and Exchange Commission.
Signature Capacity
--------- --------
/s/ J. Stewart Bryan III Chairman of the Board of Directors and
____________________________________ President (Principal Executive Officer)
J. Stewart Bryan III
/s/ Marshall N. Morton Director and Treasurer (Principal Financial
____________________________________ Officer and Principal Accounting Officer)
Marshall N. Morton
II-11
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3, and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Richmond, the Commonwealth of Virginia, on the 17th
day of July, 2001.
PROFESSIONAL COMMUNICATIONS SYSTEMS,
INC.
/s/ Ray A. Stephens
By: _________________________________
Ray A. Stephens
President
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on the 17th of July, 2001. The officers and directors
whose signatures appear below hereby designate J. Stewart Bryan III, Marshall
N. Morton, George L. Mahoney or John A. Schauss, any of whom may act, as their
true and lawful attorneys-in-fact, with full power to sign on their behalf
individually and in each capacity stated below and file all amendments and
post-effective amendments to the registration statement making such changes in
the registration statement as the Registrant deems appropriate and file any
registration statement registering additional securities under Rule 462(b) of
the Securities Act of 1933, and generally to do all things in their names in
their capacities as officers and/or directors to enable the Registrant to
comply with the provisions of the Securities Act of 1933 and all requirements
of the Securities and Exchange Commission.
Signature Capacity
--------- --------
/s/ Ray A. Stephens President (Principal Executive Officer)
____________________________________
Ray A. Stephens
/s/ Marshall N. Morton Treasurer (Principal Financial Officer and
____________________________________ Principal Accounting Officer)
Marshall N. Morton
/s/ J. Stewart Bryan III Chairman of the Board of Directors
____________________________________
J. Stewart Bryan III
II-12
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3, and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Richmond, the Commonwealth of Virginia, on the 17th
day of July, 2001.
NES II, INC.
/s/ Marshall N. Morton
By: _________________________________
Marshall N. Morton
President and Treasurer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on the 17th of July, 2001. The officers and directors
whose signatures appear below hereby designate J. Stewart Bryan III, Marshall
N. Morton, George L. Mahoney or John A. Schauss, any of whom may act, as their
true and lawful attorneys-in-fact, with full power to sign on their behalf
individually and in each capacity stated below and file all amendments and
post-effective amendments to the registration statement making such changes in
the registration statement as the Registrant deems appropriate and file any
registration statement registering additional securities under Rule 462(b) of
the Securities Act of 1933, and generally to do all things in their names in
their capacities as officers and/or directors to enable the Registrant to
comply with the provisions of the Securities Act of 1933 and all requirements
of the Securities and Exchange Commission.
Signature Capacity
--------- --------
/s/ J. Stewart Bryan III Chairman of the Board of Directors
____________________________________
J. Stewart Bryan III
/s/ Marshall N. Morton Director, President and Treasurer
____________________________________ (Principal Executive Officer, Principal
Marshall N. Morton Financial Officer and Principal Accounting
Officer)
II-13
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3, and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Richmond, the Commonwealth of Virginia, on the 17th
day of July, 2001.
VIRGINIA PAPER MANUFACTURING CORP.
/s/ J. Stewart Bryan III
By: _________________________________
J. Stewart Bryan III
Chairman of the Board of
Directors and President
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on the 17th of July, 2001. The officers and directors
whose signatures appear below hereby designate J. Stewart Bryan III, Marshall
N. Morton, George L. Mahoney or John A. Schauss, any of whom may act, as their
true and lawful attorneys-in-fact, with full power to sign on their behalf
individually and in each capacity stated below and file all amendments and
post-effective amendments to the registration statement making such changes in
the registration statement as the Registrant deems appropriate and file any
registration statement registering additional securities under Rule 462(b) of
the Securities Act of 1933, and generally to do all things in their names in
their capacities as officers and/or directors to enable the Registrant to
comply with the provisions of the Securities Act of 1933 and all requirements
of the Securities and Exchange Commission.
Signature Capacity
--------- --------
/s/ J. Stewart Bryan III Chairman of the Board of Directors and
____________________________________ President (Principal Executive Officer)
J. Stewart Bryan III
/s/ Marshall N. Morton Director and Treasurer (Principal Financial
____________________________________ Officer and Principal Accounting Officer)
Marshall N. Morton
II-14