SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
NTN Communications, Inc.
(Name of Issuer)
Common Stock, par value $.005 per share
(Title of Class of Securities)
629410309
(CUSIP Number)
George L. Mahoney, Esq.
Media General, Inc.
333 East Franklin Street, Richmond, Virginia 23219
(804) 649-6000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
May 7, 2003
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(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is filing
this statement because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box .
The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 or otherwise subject to the liabilities of that section of the
Exchange Act but shall be subject to all other provisions of the Act.
SCHEDULE 13D
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CUSIP No. 692410309 Page 2 of 8
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S.IDENTIFICATION NO. OF Media General, Inc.
ABOVE PERSON IRS Emp.ID No. 54-0850433
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) -----
(b) X
-----
(See Item 3)
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3 SEC USE ONLY
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4 SOURCE OF FUNDS WC/OO
(See Item 3)
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d)or 2(e)_____ Not Applicable
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6 CITIZENSHIP OR PLACE OF ORGANIZATION Commonwealth of Virginia
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NUMBER OF
SHARES
BENEFICIALLY 7 SOLE VOTING RIGHTS 2,666,667
OWNED BY
EACH
REPORTING
PERSON
WITH
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8 SHARED VOTING POWER -0-
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9 SOLE DISPOSITIVE POWER 2,666,667
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10 SHARED DISPOSITIVE POWER -0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON 2,666,667
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.8% (1)
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14 TYPE OF REPORTING PERSON CO
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(1) Based on the 45,741,000 shares of common stock outstanding as of May 12,
2003 according to the company's Quarterly Report on Form 10-Q for the
quarterly period ended March 31, 2003.
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The summary descriptions contained in this Schedule 13D of
certain agreements and documents are qualified in their entirety by reference
to the complete texts of such agreements and documents filed as Exhibits hereto
and incorporated herein by reference.
Item 1. Security and Issuer.
This Schedule 13D filed by the undersigned relates to the
common stock, par value $.005 per share (the "Common Stock"), of NTN
Communications, Inc., a Delaware corporation (the "Company"). The Company's
principal executive offices are located at 5966 La Place Court, Carlsbad,
California 92008.
Item 2. Identity and Background.
This statement is being filed by Media General, Inc., a
Virginia corporation ("Media General"). Media General's principal businesses are
newspaper publishing, television broadcasting and interactive media. The
principal office and business address of Media General is 333 East Franklin
Street, Richmond, Virginia 23219.
The following information concerning the executive officers,
directors and controlling persons of Media General is set forth on Exhibit 99.1
attached hereto, which is incorporated herein by reference:
(i) name;
(ii) residence or business address; and
(iii) present principal occupation or employment and the
name, principal business and address of any
corporation or other organization in which such
employment is conducted.
During the last five years, to the best knowledge of the
person filing this Schedule 13D, none of Media General or any of the individuals
listed on Exhibit 99.1 have been convicted in any criminal proceedings
(excluding traffic violations and similar misdemeanors).
During the last five years, to the best knowledge of the
person filing this Schedule 13D, none of Media General or any of the individuals
listed on Exhibit 99.1 have been a party to any civil proceeding of a judicial
administrative body of competent jurisdiction as the result of which it, he or
she was or is subject to any judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such laws.
To the best knowledge of the person filing this Schedule 13D,
all of the individuals listed on Exhibit 99.1 are citizens of the United States
of America.
Item 3. Source and Amount of Funds or Other Consideration.
Item 4 on the cover page hereto is incorporated herein by
reference. On May 7, 2003, Media General acquired 2 million shares of restricted
Common Stock for $3 million in cash pursuant to the terms of the Purchase
Agreement described in Item 6(a) below (the "Investment Transaction"). Pursuant
to the terms of the Licensing Agreement described in Item 6(d) below, on May 7,
2003, Media General received 666,667 shares of restricted Common Stock as
payment for a license fee for granting a five (5) year license to
Buzztime Entertainment, Inc., a Delaware corporation and wholly-owned subsidiary
of the Company ("Buzztime"), of certain technology owned by Media General (the
"License Transaction").
Item 4. Purpose of Transaction.
Media General's purpose in acquiring the Common Stock was to make a
strategic investment in the Company, an interactive game content developer
and distributor.
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Except as set forth in this Schedule 13D, none of Media
General or, to the best knowledge of the person filing this Schedule 13D, any
of the individuals listed on Exhibit 99.1, have a present plan or proposal that
relates to or would result in any of the actions or changes specified in
clauses (a) through (j) of Item 4 of the General Instructions to Schedule 13D.
However, each of Media General and the individuals listed on Exhibit 99.1
reserves the right to propose or participate in future transactions which may
result in one or more of such actions or changes.
Items 6(a) through (d) below are incorporated by reference herein.
Item 5. Interest in Securities of the Issuer.
(a) See Items 11 and 13 of the cover page hereto, which are
incorporated herein by reference, for the aggregate number of shares and
percentage of the Common Stock beneficially owned by Media General. See Exhibit
99.1, which is incorporated herein by reference, for the aggregate number of
shares of Common Stock beneficially owned by Neal F. Fondren, which represent
less than 1% of the outstanding Common Stock.
(b) See Items 7 and 9 of the cover page hereto, which are
incorporated herein by reference, for the number of shares as to which Media
General has the sole power to vote or direct the vote, and to dispose or to
direct the disposition. See Exhibit 99.1, which is incorporated herein by
reference, for the number of shares as to which Neal F. Fondren has the sole
power to vote or direct the vote, and to dispose or to direct the disposition.
(c) See Item 3, which is incorporated herein by reference, for
a description of the Investment Transaction and the License Transaction, which
were the only transactions in Common Stock that were effected during the past 60
days by Media General.
(d) There is no other person that has the right to receive or
the power to direct the receipt of dividends from, or the proceeds from the sale
of, the shares of Common Stock beneficially owned by Media General or Neal F.
Fondren.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships
With Respect to Securities of the Issuer.
(a) Purchase Agreement. On May 5, 2003, Media General, the
Company and Buzztime entered into a definitive Securities Purchase Agreement,
attached hereto as Exhibit 2.1 (the "Purchase Agreement"), providing for the
purchase by Media General of restricted Common Stock as described in Item 3
above (which description in Item 3 is incorporated herein by reference). The
Purchase Agreement required the parties to enter into the NTN Investor Rights
Agreement and the Buzztime Investor Rights Agreement described below as a
condition to closing the transactions contemplated thereunder.
(b) NTN Investor Rights Agreement. Pursuant to the NTN
Investor Rights Agreement dated May 7, 2003 between the Company and Media
General, attached hereto as Exhibit 4.1 (the "NTN Investor Rights Agreement"),
Media General has preemptive rights to purchase up to its pro rata share of
certain issuances of Common Stock and securities convertible into Common Stock.
These preemptive rights terminate in the event that Media General's holdings of
Common Stock decline below specified thresholds.
Effective as of the closing of the Investment Transaction, the
Company appointed Neal F. Fondren to the Board of Directors of the Company as
Media General's designee to serve in the class of directors whose current term
expires in 2005. In addition to the initial appointment, the Company agreed to
use its best efforts to cause and maintain the election to its Board of
Directors of an individual designated by Media General and approved by the
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Company, so long as Media General maintains certain minimum holdings of Common
Stock. In certain circumstances, including in the event Media General's
designee is not elected to the Board of Directors, a Media General designee is
entitled to attend meetings of the Board of Directors as a non-voting observer.
The Company is also obligated to register Media General's
shares of Common Stock, including shares acquired in the future in connection
with the Investment Transaction and the License Transaction, for resale in
compliance with applicable securities laws. These registration rights terminate
on the fourth anniversary of the May 7, 2003 closing date, or earlier in
certain circumstances.
(c) Buzztime Investor Rights Agreement. In connection with the
Investment Transaction, Media General received warrants to purchase on or
before May 7, 2007 up to 500,000 shares of Buzztime's common stock at an
exercise price of $3.46 per share (subject to adjustment) pursuant to the
Common Stock Purchase Warrant executed by Buzztime on May 7, 2003, attached
hereto as Exhibit 4.2 (the "Warrant"). Under the Buzztime Investor Rights
Agreement dated May 7, 2003 by and among Media General, the Company and
Buzztime, attached hereto as Exhibit 4.3 (the "Buzztime Investor Rights
Agreement"), Media General has the right to exchange each share of its
Buzztime common stock acquired pursuant to the Warrant or the Licensing
Agreement (as described more fully in Item 6(d) below) for two shares of
Common Stock (subject to adjustment in specified circumstances) upon the
occurrence of certain events, including the second and fourth anniversary
dates of the Buzztime Investor Rights Agreement, a sale of the Company, and the
bankruptcy of Buzztime. Media General may exercise this exchange option no
more than twice. In the event of a sale of the Company, the Company has the
right to require Media General to exchange each share of its Buzztime common
stock acquired under the Warrant and Licensing Agreement for two shares of
Common Stock.
Under certain circumstances (including the bankruptcy of
Buzztime), Media General also has the right to exchange its Warrant for warrants
to purchase a number of shares of Common Stock equal to twice the number of
shares of Buzztime common stock issuable upon exercise of the Warrant for the
same aggregate exercise price (subject to adjustment).
The exchange rights provided in the Buzztime Investor Rights
Agreement terminate on the fourth anniversary of the May 7, 2003 closing date,
or earlier upon the occurrence of certain specified events. The Buzztime
Investor Rights Agreement also contains provisions regarding preemptive, tag
along, drag along and registration rights, but these provisions apply only to
Buzztime securities.
(d) Licensing Agreement. Pursuant to a Licensing Agreement
dated May 7, 2003 by and among Media General, Buzztime and the Company (the
"Licensing Agreement"), Media General licensed certain technology to Buzztime
for a five-year term and license fee, which was paid by issuing
666,667 shares of restricted Common Stock to Media General. If Buzztime meets
specified performance targets during the initial term, Buzztime may renew the
license for an additional five-year term by paying Media General a one-time
$100,000 renewal payment, which Media General could elect to accept in shares of
either Common Stock or Buzztime common stock with an aggregate value of $100,000
(based on the 20-day average trading price) if the stock is then publicly
traded.
Except as may be otherwise described herein, to the best
knowledge of the person filing this Schedule 13D, none of the individuals listed
on Exhibit 99.1 are parties to any contract, arrangement, understanding or
relationship with Media General, any other individual listed on Exhibit 99.1 or
any other person with respect to any securities of the Company.
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The foregoing descriptions of the Purchase Agreement, NTN
Investor Rights Agreement, Buzztime Investor Rights Agreement, and Warrant are
qualified in their entirety by reference to a copy of such instruments attached
as Exhibits hereto, which documents are incorporated herein by reference.
Item 7. Material to be Filed as Exhibits.
Exhibit No. Title of Exhibit
2.1 Securities Purchase Agreement dated May 5, 2003 by and among
Media General, the Company and Buzztime.
4.1 NTN Investor Rights Agreement dated May 7, 2003 between the
Company and Media General.
4.2 Common Stock Purchase Warrant dated May 7, 2003 by Buzztime.
4.3 Buzztime Investor Rights Agreement dated May 7, 2003 by and
among Media General, Buzztime and the Company.
99.1 Executive Officers, Directors & Controlling Persons of
Media General
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
MEDIA GENERAL, INC.
By: /s/ George L. Mahoney
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Date: May 19, 2003 Name: George L. Mahoney
Title: General Counsel & Secretary
Exhibit 99.1
Executive Officers, Directors & Controlling Persons of Media General
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Name Residence or Business Present NTN Common Stock
Address Employment/Employer Holdings
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Directors of Media General
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O. Reid Ashe, Jr. 333 East Franklin Street President and Chief
Richmond, Virginia 23219 Operating Officer
of Media General none
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J.Stewart Bryan III(a) 333 East Franklin Street Chairman and Chief Executive none
Richmond, Virginia 23219 Officer of Media General
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Charles A. Davis 1166 Avenue of the Americas Vice Chairman of Marsh & McLennan none
New York, New York 10036 Companies, Inc.; President and
Chief Executive Officer of Marsh &
McLennan Capital, Inc.
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Robert V. Hatcher, Jr. 8401 Patterson Avenue, Director of Media General; former none
Suite 106, Richmond, Chairman and Chief Executive
Virginia 232229 Officer of Johnson & Higgins
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John G. Medlin, Jr. 100 North Main Street Director of Media General; Chairman none
Winston-Salem, North Emeritus and former Chairman and
Carolina 27101 Chief Executive Officer of Wachovia
Corporation
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Marshall N. Morton 333 East Franklin Street Vice Chairman of the Board and none
Richmond, Virginia 23219 Chief Financial Officer of Media
General
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Thompson L. Rankin c/o Media General 333 East Director of Media General; retired none
Franklin Street Richmond, President and Chief Executive
Virginia 23219 Officer of Lykes Bros., Inc.
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Wyndham Robertson c/o Media General 333 East Director of Media General; retired none
Franklin Street Richmond, Vice President for Communications
Virginia 23219 at the University of North Carolina
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Henry L. Valentine, II One James Center 901 East Chairman of Davenport & Company none
Cary Street Richmond, LLC, a Richmond, Virginia,
Virginia 23219 investment banking firm
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Walter E. Williams George Mason University Faculty member at George Mason none
4400 University Drive University, Fairfax, Virginia;
Fairfax, Virginia author, columnist, radio and
22030-4444 television commentator
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(a) Identified in Media General's Proxy Statement for the 2003 Annual Meeting
of Stockholders ("Proxy Statement") as beneficially owning 461,468 shares, or
83%, of Media General's outstanding Class B Common Stock (the "Class B Common
Stock"). Mr. Bryan has sole voting and dispositive power as to such shares
unless otherwise noted below. Media General's Articles of Incorporation
provide for the holders of Media General's Class A common Stock (the "Class A
Common Stock") voting separately and as a class to elect 30% of the Board of
Directors of Media General (or the nearest whole number if such percentage is
not a whole number) and for the holders of the Class B Common Stock to elect
the balance. The By-laws of Media General provide that in the election of each
class of directors, those receiving the greatest number of votes of each class
of stockholders entitled to vote for such directors shall be elected. The
shares of Class B Common Stock identified for Mr. Bryan above include 373,000
shares held by the D. Tennant Bryan Media Trust ("Media Trust"), of which Mr.
Bryan serves as sole trustee. Mr. Bryan and the Media constitute a group for
certain purposes.
Other Officers of Media
General(b)
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Stephen Y. Dickinson 333 East Franklin Street Controller none
Richmond, Virginia 23219
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Neal F. Fondren 333 East Franklin Street Vice President, President of 1320 shares (c)
Richmond, Virginia 23219 Interactive Media Division
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George L. Mahoney 333 East Franklin Street General Counsel, Secretary none
Richmond, Virginia 23219
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Lou Anne J. Nabhan 333 East Franklin Street Vice President, Corporate none
Richmond, Virginia 23219 Communications
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John A. Schauss 333 East Franklin Street Treasurer none
Richmond, Virginia 23219
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H. Graham Woodlief, Jr. 333 East Franklin Street Vice President, President of none
Richmond, Virginia 23219 Publishing Division
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James A. Zimmerman 333 East Franklin Street Vice President, President of none
Richmond, Virginia 23219 Broadcast Division
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Other Control Persons(d)
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Jane Bryan Brockenbrough(e) c/o Bryan Brothers 1802 President, Thistles 411 Libbie none
Bayberry Court Suite 301 411 Libbie Avenue
Richmond, Virginia 23226 Richmond, Virginia 23226
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Mario J. Gabelli(f) One Corporate Center Chairman, Chief Executive Officer none
Rye, New York 10580 and Chief Investment Officer,
Gabelli Asset Management, Inc.
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(b) Includes only executive officers reported in the Proxy Statement and the
Annual Report of Media General, Inc. on Form 10-K for the fiscal year ended
December 29, 2002 ("2002 10-K"). Executive officers also serving as
directors are listed only under the "Directors of Media General" heading.
(c) Includes 500 shares held in a custodial account for Mr. Fondren's son with
Mr. Fondren as custodian. Mr. Fondren has the sole power to vote or direct the
vote, and to dispose or to direct the disposition of, all of such shares,
which were acquired in March 2002.
(d) Includes beneficial owners of more than 10% of the outstanding shares of
any class of Media General's securities, as reported in the Proxy Statement and
2002 10-K. Persons with such holdings who also serve as officers and
directors are listed under the headings for officers and directors, and their
"control" interests are described in the footnote.
(e) Beneficially owns 55,580 shares, or 10%, of the Class B Common Stock.
(f) Beneficially owns 7,196,447 shares, or 31.5% of the Class A Common Stock.
According to a Schedule 13D, amended as of November 4, 2002, the shares listed
include shares held by Mr. Gabelli or entities under his direct or indirect
control, including 4,742,647 shares held by GAMCO Investors, Inc. ("GAMCO")
and 2,453,800 shares held by Gabelli Funds, LLC ("Gabelli Funds"). In the
aggregate, such shares are attributable to Mr. Gabelli and to Gabelli Group
Capital Partners, Inc. and to Gabelli Asset Management, Inc., parent companies
of GAMCO and Gabelli Funds. Mr. Gabelli and such entities, in the aggregate,
have sole power for all shares except 187,450 shares for which there is no
voting power. The Schedule 13D states that if the aggregate voting power of
the Gabelli entities should exceed 25% of their voting interest in Media
General, the 2,453,800 shares held by Gabelli Funds will be voted by a proxy
voting committee for each of the approximately 20 funds advised by Gabelli
Funds. Another Gabelli-controlled entity holds 380 shares of Class B Common
Stock.