Media General Inc – ‘8-A12B’ on 8/7/01

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Registration of a Class of Securities   —   Form 8-A
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-A12B      Registration of a Class of Securities                  4     20K 

Document Table of Contents

8-A12B
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FORM 8-A    

SECURITIES AND EXCHANGE COMMISSION    
Washington, D.C. 20549    

------------------------    

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES     
PURSUANT TO SECTION 12(b) OR (g) OF THE     
SECURITIES EXCHANGE ACT OF 1934     

MEDIA GENERAL, INC.     
---------------------------------------     
(Exact name of registrant as specified in its charter)    

Commonwealth of Virginia                          54-0850433  
 ---------------------------------               -----------------------
(State of incorporation or organization)               (I.R.S. Employer       
                                                 Identification No.)

333 East Franklin Street                                      
Richmond, Virginia                               23219  
---------------------------------                -----------------------
(Address of principal executive offices)                  (Zip Code)          

Securities to be registered pursuant to Section 12(b) of the Act:               

                                              Name of each exchange on which
Title of each class to be so registered         each class is to be registered  
---------------------------------------         ------------------------------  

Class A Common Stock, par value per             New York Stock Exchange         
share of $5.00                                                                  

If this Form relates to the registration of a class of securities pursuant      
to Section 12(b) of the Exchange Act and is effective upon filing to            
General Instruction A.(c), check the following box. |X|                         

If this Form relates to the registration of a class of securities pursuant      
to Section 12(g) of the Exchange Act and is effective pursuant to General       
Instruction A.(d), check the following box. [ ]                                 

Securities to be registered pursuant to Section 12(g) of the Act:               

None    
-----------------------------------------------------------------------------   
(Title of Class)    

8-A12B
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Item 1.   Description of Securities to be Registered.                           
------------------------------------------                  

  This registration statement relates to the registration of the
Class A Common Stock, par value $5.00 per share (the "Class A Common            
Stock"), of Media General, Inc., a Virginia corporation (the "Company").        

 The Company's authorized capital stock consists of 75,000,000
shares of Class A Common Stock (22,397,977 of which were outstanding as of      
August 6, 2001), 600,000 shares of Class B Common Stock, par value $5.00        
per share (556,574 of which were outstanding as of August 6, 2001) (the         
"Class B Common Stock") and 5,000,000 shares of Preferred Stock, par value      
$5.00 per share (none of which were outstanding as of August 6, 2001) (the      
"Preferred Stock").                                                             

DESCRIPTION OF CAPITAL STOCK OF THE COMPANY     

Voting Rights. The holders of shares of Class A Common Stock
voting separately as a class are entitled to elect 30% of the Board of          
Directors of the Company (the "Board of Directors") proposed to be elected      
at any meeting of the shareholders of the Company held for that purpose (or     
the nearest whole number if such percentage is not a whole number); and the     
holders of shares of Class B Common Stock voting separately as a class are      
entitled to elect the balance of the Company's Board of Directors to be         
elected at such meeting. The number of directors constituting the Board of      
Directors may be fixed by the shareholders or the Board of Directors, but       
may not be less than eight nor more than twelve. The Company's Restated         
Articles of Incorporation provide that , unless the stock exchange on which     
stock of the Company is listed consents in writing to such action being         
taken without a vote (or if none of the stock of the Company is listed on       
any exchange), the holders of shares of Class A Common Stock, voting            
together with the holders of shares of Class B Common Stock and, to the         
extent provided in any amendment to the Company's Restated Articles of          
Incorporation, the holders of shares of any series of Preferred Stock,          
would be entitled to vote on (1) any reservation of shares to be issued in      
respect of options to be granted to officers, directors or employees of the     
Company and (2) any acquisition of the stock or assets of any company if        
any officer, director or 10% shareholder of the Company has any interest,       
directly or indirectly, in the company or assets to be acquired or the          
consideration to be paid, or the transaction is of such a size as to            
involve (in the reasonable judgment of the Board of Directors) 20% of the       
aggregate number of outstanding shares of Class A Common Stock and Class B      
Common Stock or shares of Class A Common Stock, shares of Class B Common        
Stock and other consideration having an aggregate fair value (in the            
reasonable judgment of the Board of Directors) of approximately 20% or more     
of the aggregate market value of the shares of Class A Common Stock and         
Class B Common Stock then outstanding. The New York Stock Exchange has          
advised the Company in writing that the Company may take the actions            
described in clauses (1) and (2) of the prior sentence without a vote of        
the Company's shareholders, unless the action is subject to the then            
applicable shareholder approval requirements of the New York Stock              
Exchange. The holders of shares of Class B Common Stock, to the exclusion       
of the holders of shares of Class A Common Stock, have the sole and full        
power to vote for all other purposes without limitation except as may be        
required by the laws of the Commonwealth of Virginia. If approval of the        
holders of either the shares of Class A Common Stock or the shares of Class     
B Common Stock is required by law for the adoption of an amendment to the       
Company's Restated Articles of Incorporation, then, unless the Board of         
Directors requires a greater vote, such approval shall require a majority       
(rather than two-thirds as otherwise provided in the Virginia Stock             
Corporation Act (the "VSCA")) of all votes entitled to be cast by the           
holder of shares of Class A Common Stock or Class B Common Stock, as            
applicable. The holders of shares of Class A Common Stock and/or Class B        
Common Stock have one vote per share for each matter presented to them.         
There is no provision for cumulative voting.                                    

Dividend Rights. Subject to the preferential rights of any  
outstanding series of Preferred Stock and except as described below,            
holders of the Class A Common Stock and Class B Common Stock are entitled       
to receive equal dividends per share when and as dividends are declared by      
the Board of Directors out of funds legally available therefor. In              
connection with a stock dividend or other distribution of shares, holders       
of shares of Class A Common Stock may be issued only shares of Class A          
Common Stock in the payment of any such stock dividend or distribution          
while the holders of shares of Class B Common Stock may be issued either        
shares of Class A Common Stock or Class B Common Stock.                         

    Liquidation Rights. In the event of any voluntary or involuntary
dissolution of the Company, the holders of shares of Class A Common Stock,      
with the holders of shares of Class B Common Stock, are entitled to share       
ratably in the distributable assets of the Company after any applicable         
liquidation preferences of any outstanding shares of Preferred Stock.           

    Preemptive and Conversion Rights. The holders of shares of Class
B Common Stock have preemptive rights with respect to the issuance of           
additional shares of Class B Common Stock. Each share of Class B Common         
Stock may at any time be converted, at the option of its holder, into one       
share of Class A Common Stock. Holders of shares of Class A Common Stock        
have no conversion or preemptive rights.                                        

   Fully Paid. All of the issued and outstanding shares of Class A
Common Stock and Class B Common Stock are fully paid and non-assessable.        

Preferred Stock. Shares of Preferred Stock may be issued in 
series designated by the Board of Directors and, with respect to each           
series, the Board of Directors may fix (i) the rate of dividend, the time       
of payment of dividends, whether dividends shall be cumulative and, if so,      
the dates from which they shall be cumulative, and the extent of                
participation rights, if any; (ii) any right to vote with holders of shares     
of any other series or class and any right to vote as a class, either           
generally or as a condition to specified corporate action; (iii) redemption     
rights, if any, and redemption prices; (iv) the amount payable on shares in     
the event of voluntary or involuntary liquidation; (v) sinking fund             
requirements, if any; and (vi) the terms and conditions on which the shares     
may be converted if any shares are issued with the privilege of conversion.     
No holder of any shares of Preferred Stock will have preemptive rights to       
purchase any securities which the Company may hereafter issue.                  

  Transfer Agent and Registrar. The transfer agent and registrar
for the Class A Common Stock and Class B Common Stock is the American Stock     
Transfer & Trust Co.                                                            

     The foregoing description of the Company's capital stock does not
purport to be complete and is qualified entirely by reference to the            
documents that are exhibits to this Registration Statement.                     

8-A12B
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Item 2.           Exhibits.                                                     
--------                                    

1.   The Amended and Restated Articles of Incorporation of Media General,       
Inc., incorporated by reference to Exhibit 3.1 of Form 10-K for the   
fiscal year ended December 31, 1989.                                  

2.   Bylaws of Media General, Inc., amended and restated as of May 18,          
2001, incorporated by reference to Exhibit 3(ii) of Form 10-Q for the 
period ended September 28, 1997.                                      

3.   Shareholders Agreement, dated May 28, 1987, between Mary Tennant           
Bryan, Florence Bryan Wisner, J. Stewart Bryan III, and as trustees   
under D. Tennant Bryan Media Trust, and Media General, Inc., and D.   
Tennant Bryan and J. Stewart Bryan III, incorporated by reference to  
Exhibit 10.50 of Form 10-K for the fiscal year ended December 31,     
1987.                                                                 

8-A12B
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SIGNATURE     

Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the Company has duly caused this registration             
statement to be signed on its behalf by the undersigned, thereto duly           
authorized.                                                                     

                   MEDIA GENERAL, INC.

                         By: /s/ George L. Mahoney
                                     -----------------------------
                               George L. Mahoney, Esq.
                                     General Counsel and Secretary

Date:  August 7, 2001                                                           

Dates Referenced Herein   and   Documents Incorporated by Reference

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This ‘8-A12B’ Filing		Date		First		Last			Other Filings
Filed on:		8/7/01		4
		8/6/01		2
		5/18/01		3
		9/28/97		3					10-Q
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