UPDATE 2-Harbinger seeks directors at NY Times, Media General

(Recasts first paragraph, adds details about Harbinger's bid to elect New York Times directors)

NEW YORK, Jan 25 (Reuters) - Media companies The New York Times Co and Media General Inc on Friday said hedge fund Harbinger Capital Partners is seeking to elect members to their boards of directors at annual meetings this spring.

The New York Times Co (NYT.N) said it would review Harbinger's attempt to nominate four new directors at its April 22 annual meeting and make a recommendation to its shareholders.

Broadcast and newspaper company Media General Inc (MEG.N), described the hedge fund's move to nominate three new members to its board at an April 24 annual meeting as hostile and disruptive.

Both companies have dual stock structures that would make it difficult for outsiders to force change. Harbinger last year made an unsuccessful attempt to buy communications industry software maker Openwave Systems Inc (OPWV.O).

Harbinger, which has been steadily increasing its stake in Media General, said in a regulatory file it plans to nominate Eugene Davis, Jack Liebau and Daniel Sullivan to replace directors whose terms expire at the company's 2008 annual meeting.

Media General said that Harbinger has increased its "economic interest" in its Class A stock to more than 21 percent.

"We are frankly puzzled as to what Harbinger hopes to achieve by its hostile actions," Media General Chief Executive Marshall Morton said in a statement. "We have sought repeatedly to talk with Harbinger and learn what is on their mind. Harbinger, however, has persistently refused to return our calls."

He said Harbinger funds tend to rotate out of many of its holdings every six to 12 months, a turnover rate that would make its directors a disruption to Media General.

The company, along with most of the U.S. publishing industry, is grappling with declining advertising and fears a recession will further hurt profits in the coming year.

Harbinger-backed candidate Davis is CEO of a consulting firm specializing in turn-around management and proxy contests, according to Harbinger's filing with the U.S. Securities and Exchange Commission.

Liebau is the head and founder of an investment management company and Sullivan has advised equity funds on media investments.

Representatives of The New York Times have not met with Harbinger to discuss the reason for the unsolicited nominations, company spokeswoman Catherine Mathis said. The hedge fund was seeking to replace the four directors who are elected by holders of publicly traded Class A shares, Mathis said.

Harbinger owns less than 5 percent of the Class A shares.

The New York Times' remaining nine directors are elected by holders of restricted Class B shares, 89 percent of which are held by the Ochs Sulzberger family, Mathis said. The family owns about 19 percent of Class A shares, she said.

The New York Times has not yet announced which directors will be up for re-election at the April meeting, Mathis said.

Harbinger was not immediately available for comment.

Media General shares closed 9 cents higher, or up about 0.5 percent, to $19.06 on the New York Stock Exchange. The New York Times Co shares closed down 1.08 percent at $14.66 on Friday on the New York Stock Exchange. (Reporting by Michele Gershberg and Gina Keating; editing by Carol Bishopric)