UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) January 29, 2014
MEDIA GENERAL, INC.
(Exact name of registrant as specified in its charter)
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Virginia |
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1-6383 |
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54-0850433 |
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(State or other jurisdiction of incorporation) |
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(Commission File Number) |
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(IRS Employer Identification No.) |
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333 E. Franklin Street Richmond, Virginia |
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23219 |
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(Address of principal executive offices) |
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(Zip Code) |
(804) 887-5000
Registrant’s telephone number, including area code)
None
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 8.01. Other Events.
Media General, Inc. (“Media General”) is filing this Current Report on Form 8-K for the purpose of presenting New Young Broadcasting Holding Co., Inc.’s (“Young”) Business description, selected financial data, Management’s Discussion and Analysis of Financial Condition and Results of Operations and Consolidated Financial Statements, as well as risk factors, pro forma financial statements and information regarding management, in connection with the consummation on November 12, 2013 (the “Closing Date”) of the transactions contemplated by that certain Agreement and Plan of Merger, dated as of June 5, 2013, as amended (the “Merger Agreement”), by and among Media General, Young, General Merger Sub 1, Inc., General Merger Sub 2, Inc. and General Merger Sub 3, LLC. The Merger Agreement provides for a business combination of Media General and Young.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
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Exhibit |
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Description |
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99.1 |
Business of Young
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99.2 |
Young Management’s Discussion and Analysis of Financial Condition and Results of Operations | |
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99.3 |
Index to Consolidated Financial Statements of Young | |
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99.4 |
Pro Forma Condensed Combined Financial Statements of Media General as of September 30, 2013, for the nine-months ended September 30, 2013 and for the year ended December 31, 2012 | |
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99.5 |
Selected Historical Consolidated Financial Data of Young | |
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99.6 |
Risk Factors | |
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99.7 |
Directors and Executive Officers |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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Date: January 29, 2014 |
MEDIA GENERAL, INC. | |
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By: |
/s/ James F. Woodward |
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Name: James F. Woodward | |
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Title: Senior Vice President, Finance and Chief Financial Officer | |
EXHIBIT INDEX
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Exhibit |
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Description |
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99.1 |
Business of Young
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99.2 |
Young Management’s Discussion and Analysis of Financial Condition and Results of Operations | |
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99.3 |
Index to Consolidated Financial Statements of Young | |
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99.4 |
Pro Forma Condensed Combined Financial Statements of Media General as of September 30, 2013, for the nine-months ended September 30, 2013 and for the year ended December 31, 2012 | |
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99.5 |
Selected Historical Consolidated Financial Data of Young | |
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99.6 |
Risk Factors | |
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99.7 |
Directors and Executive Officers |
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