REGISTRATION NO. 333-_______
================================================================================
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                               -----------------
                                    FORM S-4
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                               -----------------
                              MEDIANEWS GROUP, INC.
             (Exact name of registrant as specified in its charter)

        DELAWARE                      2711                      76-0425553
    (State or other            (Primary Standard             (I.R.S. Employer
    jurisdiction of        Industrial Classification      Identification Number)
    incorporation or              Code Number)
     organization)

                           1560 Broadway, Suite 2100
                             Denver, Colorado 80202
                                 (303) 563-6360

    (Address, including zip code, and telephone number, including area code,
                  of registrant's principal executive offices)

                                 Ronald A. Mayo
                   Vice President and Chief Financial Officer
                             MediaNews Group, Inc.
                           1560 Broadway, Suite 2100
                             Denver, Colorado 80202
                                 (303) 563-6464
           (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

                          COPIES OF CORRESPONDENCE TO:

                               James Modlin, Esq.
                            Hughes Hubbard & Reed LLP
                             One Battery Park Plaza
                          New York, New York 10004-1482
                                 (212) 837-6000

     Approximate date of commencement of proposed sale to the public: As soon as
practicable after this Registration Statement becomes effective.
     If the  securities  being  registered  on this  Form are being  offered  in
connection  with the formation of a holding company and there is compliance with
General Instruction G, check the following box. |_|
     If this Form is filed to  register  additional  securities  for an offering
pursuant to Rule 462(b) 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 this form is a  post-effective  amendment  filed pursuant to Rule 462(d)
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. |_|

                                     CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------
     TITLE OF EACH CLASS                          PROPOSED MAXIMUM      PROPOSED MAXIMUM       AMOUNT OF
        OF SECURITIES              AMOUNT          OFFERING PRICE      AGGREGATE OFFERING    REGISTRATION
      TO BE REGISTERED        TO BE REGISTERED        PER UNIT<F1>       OFFERING PRICE           FEE
--------------------------    ----------------    ----------------     ------------------    ------------
<S>                             <C>                      <C>               <C>                  <C>
6 3/8% Senior Subordinated
    Notes due 2014              $150,000,000             100%              $150,000,000         $19,005

----------
 <FN>
 <F1>Estimated  solely  for  the  purpose  of  calculating  the  amount  of  the
     registration fee in accordance with Rule 457(f)(2) under the Securities Act
     of 1933.
 </FN>
 </TABLE>

     THE REGISTRANT  HEREBY AMENDS THIS  REGISTRATION  STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT 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 COMMISSION  ACTING  PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.

================================================================================

<PAGE>

The  information in this  prospectus is not complete and may be changed.  We may
not sell  these  securities  until the  registration  statement  filed  with the
Securities  and Exchange  Commission is effective.   This  prospectus  is not an
offer to sell  these  securities  and is not  soliciting  an offer to buy  these
securities in any state where the offer or sale is not permited.



                    SUBJECT TO COMPLETION, DATED      , 2004

PROSPECTUS

                                  $150,000,000
                              MEDIANEWS GROUP, INC.
                                OFFER TO EXCHANGE
                    6 3/8% SENIOR SUBORDINATED NOTES DUE 2014
           THAT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933
                                       FOR
                    6 3/8% SENIOR SUBORDINATED NOTES DUE 2014
        ($150,000,000 AGGREGATE PRINCIPAL AMOUNT ISSUED JANUARY 26, 2004)


     We are offering to issue the  registered 6 3/8% Senior  Subordinated  Notes
due  2014 to  satisfy  our  obligations  contained  in the  registration  rights
agreement  entered into when the unregistered 6 3/8% Senior  Subordinated  Notes
due 2014 were sold in transactions  exempt from, or not subject to, registration
under the Securities Act of 1933.

     The terms of the registered  notes, also referred to as the exchange notes,
will be substantially  identical to the terms of the unregistered  notes, except
that the issuance of the exchange notes will be registered  under the Securities
Act of 1933 and the transfer  restrictions,  registration  rights and provisions
for additional interest relating to the unregistered notes will not apply to the
exchange notes.

     The  exchange  notes will mature on April 1, 2014.  We will pay interest on
the  exchange  notes on  January 1 and July 1 of each  year.  We may  redeem the
exchange  notes at any time on or after  October 1,  2008.  In  addition,  until
October  1, 2006 we may  redeem  up to 35% of the  exchange  notes  with the net
proceeds of one or more qualified  equity  offerings.  If we undergo a change of
control or sell  certain of our assets,  we may be required to offer to purchase
exchange  notes  from  holders.   The  exchange  notes  will  be  unsecured  and
subordinated to all of our existing and future senior debt.

     There is no existing market for the exchange notes. The exchange notes will
not be listed on any national securities exchange.

     The  exchange of  unregistered  notes will not be a taxable  event for U.S.
federal income tax purposes.

     Unregistered  notes may be tendered  only in integral  multiples of $1,000.
You may  withdraw  a tender  of  unregistered  notes  at any  time  prior to the
expiration  of the  exchange  offer.  All  unregistered  notes that are  validly
tendered and not validly  withdrawn  will be  exchanged.  The exchange  offer is
subject to customary conditions, including the condition that the exchange offer
not violate applicable law or any applicable  interpretation of the staff of the
Securities and Exchange Commission.

     The exchange  offer expires at 5:00 p.m.,  New York City time,  on        ,
2004, unless the exchange offer is extended.

     THE EXCHANGE NOTES AND THE EXCHANGE OFFER INVOLVE RISKS. SEE "RISK FACTORS"
BEGINNING ON PAGE 10.

     NEITHER THE  SECURITIES AND EXCHANGE  COMMISSION  NOR ANY STATE  SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS  IS TRUTHFUL OR  COMPLETE.  ANY  REPRESENTATION  TO THE CONTRARY IS A
CRIMINAL OFFENSE.

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

THE DATE OF THIS PROSPECTUS IS                     , 2004.


<PAGE>
                                                                             -i-
                                TABLE OF CONTENTS

                                                                            PAGE
Prospectus Summary.............................................................1
Risk Factors..................................................................10
Use of Proceeds...............................................................16
Capitalization................................................................17
Selected Consolidated Financial Data..........................................18
Management's Discussion and Analysis of Financial Condition
 and Results of Operations....................................................21
Business......................................................................44
Management....................................................................53
Description of Other Obligations..............................................59
The Exchange Offer............................................................63
Description of Exchange Notes.................................................72
Book-Entry; Delivery and Form.................................................92
Plan of Distribution..........................................................94
Certain United States Federal Income Tax Considerations.......................95
Legal Matters.................................................................96
Experts.......................................................................97
Index to Consolidated Financial Statements...................................F-1

     You should rely only on the information  contained in this  prospectus.  We
have not authorized  anyone to provide you with information  different from that
contained in this prospectus. We are offering to exchange unregistered notes for
exchange notes only in jurisdictions  where offers and sales are permitted.  The
information contained in this prospectus is accurate only as of the date of this
prospectus, regardless of the time of delivery of this prospectus or of any sale
of exchange notes.

     EACH  BROKER-DEALER  THAT  RECEIVES  EXCHANGE  NOTES  FOR ITS  OWN  ACCOUNT
PURSUANT  TO THE  EXCHANGE  OFFER  MUST  ACKNOWLEDGE  THAT  IT  WILL  DELIVER  A
PROSPECTUS  IN  CONNECTION  WITH ANY  RESALE OF  EXCHANGE  NOTES.  THE LETTER OF
TRANSMITTAL  STATES THAT BY SO ACKNOWLEDGING  AND BY DELIVERING A PROSPECTUS,  A
BROKER-DEALER WILL NOT BE DEEMED TO ADMIT THAT IT IS AN "UNDERWRITER" WITHIN THE
MEANING  OF THE  SECURITIES  ACT.  THIS  PROSPECTUS,  AS IT MAY  BE  AMENDED  OR
SUPPLEMENTED  FROM TIME TO TIME, MAY BE USED BY A HOLDER OF  UNREGISTERED  NOTES
THAT  TENDERS SUCH NOTES IN THE  EXCHANGE  OFFER AND  INDICATES IN ITS LETTER OF
TRANSMITTAL  (OR  OTHERWISE TO US IN WRITING)  THAT IT IS A  BROKER-DEALER  THAT
ACQUIRED SUCH  UNREGISTERED  NOTES AS A RESULT OF MARKET MAKING OR OTHER TRADING
ACTIVITIES,  IN CONNECTION  WITH RESALES OF EXCHANGE  NOTES RECEIVED IN EXCHANGE
FOR  UNREGISTERED  NOTES  WHERE THE  UNREGISTERED  NOTES  WERE  ACQUIRED  BY THE
BROKER-DEALER  AS  A  RESULT  OF  MARKET-MAKING   ACTIVITIES  OR  OTHER  TRADING
ACTIVITIES.  WE HAVE AGREED TO FURNISH EACH  "PARTICIPATING  BROKER-DEALER"  (AS
DEFINED BELOW) WHO HAS DELIVERED TO US PROPER NOTICE,  WITHOUT  CHARGE,  AS MANY
COPIES OF THIS  PROSPECTUS AS SUCH  PARTICIPATING  BROKER-DEALER  MAY REASONABLY
REQUEST. SEE "PLAN OF DISTRIBUTION."

                                  INDUSTRY DATA

     In this  prospectus we rely on and refer to  information  regarding  market
data  obtained  from  internal  surveys,  market  research,  publicly  available
information  and industry  publications.  Although we believe the information is
reliable,  we cannot  guarantee the accuracy or  completeness of the information
and have not independently verified it.

                 DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS

     This prospectus includes "forward-looking statements" within the meaning of
Section  27A of the  Securities  Act  and  Section  21E  of  the  Exchange  Act.
Forward-looking statements contained herein and elsewhere in this prospectus are
based on current  expectations.  Such  statements  are made pursuant to the safe
harbor provisions of the PRIVATE  SECURITIES  LITIGATION REFORM ACT OF 1995. The
terms  "expect,"  "anticipate,"  "intend,"  "believe," and "project" and similar
words or expressions are intended to identify forward-looking statements.  These
statements speak only as of the date of this prospectus.  These  forward-looking
statements  are  subject to certain  risks and  uncertainties  that could  cause
actual results and events to differ materially from those anticipated and should
be viewed with caution.  Potential risks and uncertainties  that could adversely
affect our ability to obtain these results, and in most instances are beyond our
control,  include,  without  limitation,  the following  factors:  (a) increased
consolidation  among  major  retailers,  bankruptcy  or  other  events  that may
adversely affect business operations of major customers and depress the level of
local and national  advertising,  (b) an economic downturn in some or all of our
principal newspaper markets that may lead to decreased  circulation or decreased

<PAGE>
                                                                            -ii-

local or national  advertising,  (c) a decline in general  newspaper  readership
patterns as a result of  competitive  alternative  media or other  factors,  (d)
increases  in newsprint  costs over the level  anticipated,  (e) labor  disputes
which may cause revenue  declines or increased labor costs,  (f) acquisitions of
new businesses or dispositions of existing businesses, (g) costs or difficulties
related to the  integration  of  businesses  acquired by us may be greater  than
expected,  (h) increases in interest or financing costs, (i) rapid technological
changes  and  frequent  new  product   introductions   prevalent  in  electronic
publishing,  including  the  ongoing  evolution  of the  Internet  and (j) other
unanticipated  events and conditions.  It is not possible to foresee or identify
all such factors. We make no commitment to update any forward-looking  statement
or to disclose any facts,  events,  or circumstances  after the date hereof that
may affect the accuracy of any forward-looking statements.

                       WHERE YOU CAN FIND MORE INFORMATION

     We file annual,  quarterly and current reports and other  information  with
the Commission.  You can inspect and copy these reports and other information at
the public  reference  facilities  of the  Commission  in Room  1024,  450 Fifth
Street,  N.W.,  Washington,  D.C.  20549.  You can also  obtain  copies of these
materials  from the  public  reference  section of the  Commission  at 450 Fifth
Street,  N.W.,  Washington,  D.C.  20549, at prescribed  rates.  Please call the
Commission at  1-800-SEC-0330  for further  information on the public  reference
rooms. The Commission also maintains a Web site that contains reports, proxy and
information  statements and other  information  regarding  registrants that file
electronically with the Commission (http://www.sec.gov).

     In addition, pursuant to the indenture governing the unregistered notes and
the exchange notes,  we agree to the extent  permitted by the Commission to file
with the  Commission and in all events to distribute to the Trustee (as defined)
such annual,  quarterly  and current  reports as are  specified in Section 13 or
15(d) of the Securities Exchange Act of 1934, as amended, or the "Exchange Act."
We will do this  without  regard to whether we are subject to the  informational
requirements of the Exchange Act.

     We  have  agreed  that,  for so  long  as  any  unregistered  notes  remain
outstanding,   we  will  furnish  to  holders  and  beneficial   owners  of  our
unregistered notes and to prospective  purchasers designated by such holders the
information  required  to be  delivered  pursuant to Rule  144A(d)(4)  under the
Securities Act to permit compliance with Rule 144A in connection with resales of
the unregistered notes.

     During the course of this exchange  offer and prior to exchange,  we invite
each offeree of the exchange notes to ask us questions  concerning the terms and
conditions  of the  exchange  offer and to  obtain  any  additional  information
necessary to verify the accuracy of the information in this prospectus  which is
material to this exchange  offer to the extent that we possess such  information
or can acquire it without  unreasonable effort or expense. You may obtain a copy
of the  indenture  summarized in this  prospectus,  without  charge,  by request
directed to Ronald A. Mayo, at MediaNews Group, Inc., 1560 Broadway, Suite 2100,
Denver, CO 80202, (303) 563-6464.

     This prospectus  constitutes a part of a registration statement on Form S-4
filed by us with the  Securities  and Exchange  Commission  under the Securities
Act.  This  prospectus  omits  certain  of  the  information  contained  in  the
registration  statement,  and  reference  is  hereby  made  to the  registration
statement for further  information with respect to us and the securities offered
hereby for exchange.  Because the prospectus may not contain all the information
that you may find  important,  you should review the full text of the indenture,
material  contracts  and other  documents we have  included in the  registration
statement.


<PAGE>
                                                                               1
                               PROSPECTUS SUMMARY

     IN THIS  PROSPECTUS,  UNLESS  THE  CONTEXT  OTHERWISE  REQUIRES,  THE WORDS
"MEDIANEWS," "WE," "OUR," "US" AND "COMPANY" REFER TO MEDIANEWS GROUP, INC., THE
ISSUER OF THE UNREGISTERED  NOTES AND THE EXCHANGE NOTES, AND ITS  SUBSIDIARIES.
THE FOLLOWING  SUMMARY  CONTAINS  BASIC  INFORMATION  ABOUT US AND THIS EXCHANGE
OFFER. IT LIKELY DOES NOT CONTAIN ALL THE INFORMATION  THAT IS IMPORTANT TO YOU.
FOR A MORE COMPLETE  UNDERSTANDING  OF THIS EXCHANGE  OFFER, WE ENCOURAGE YOU TO
READ THIS ENTIRE DOCUMENT AND THE DOCUMENTS TO WHICH WE HAVE REFERRED YOU.

                                   THE COMPANY

GENERAL

     We are one of the largest private newspaper  companies in the United States
in terms of daily paid  circulation.  We control 40 market dominant  daily,  and
approximately  65  non-daily,  newspapers  in nine  states,  including  suburban
markets in close proximity to the San Francisco Bay area, Los Angeles, New York,
Baltimore and Boston. We also own metropolitan  daily newspapers,  in Denver and
Salt Lake City,  that  operate  under joint  operating  agency  agreements.  The
newspapers  we  control  had  combined  daily and  Sunday  paid  circulation  of
approximately  1.7 million and 2.3 million,  respectively,  as of September  30,
2003.  In addition,  we have a 33.8%  interest in a  partnership  controlled  by
Gannett,  the largest newspaper  company in the United States.  This partnership
operates  six daily  newspapers  in Texas and New Mexico  with a combined  daily
circulation of approximately 130,000.

     We have grown primarily through strategic  acquisitions,  partnerships and,
to a lesser  extent,  internal  growth.  One of our key strategies is geographic
clustering.  This strategy  involves  acquiring  newspapers  or partnering  with
newspapers  in  markets  contiguous  to  those  in  which  we  already  operate.
Clustering  has allowed us to realize  substantial  revenue  synergies  and cost
efficiencies, resulting in higher operating cash flow growth at those newspapers
than they would have  achieved on a  stand-alone  basis.  We have  acquired,  or
obtained through partnerships, 22 daily newspapers since the beginning of fiscal
year 1999, and approximately 70 daily newspapers since our inception in 1985.

     Our  newspapers  are  generally  positioned  in markets  that have  limited
competition  for local  advertising  dollars and in markets that we believe have
above average population and sales growth potential. Our metropolitan newspapers
generate  much of their  revenues  from  high  margin  national  and  employment
advertising, which is strongly influenced by national and local economic trends.
On the other  hand,  our  suburban  newspapers  generate  the  majority of their
revenues from local retail,  classified and circulation  sales, which we believe
are less affected by national  economic  trends and therefore  tend to provide a
more stable base of operating cash flow.

     We also operate,  in  conjunction  with our suburban  newspapers,  sizeable
weekly  newspaper  groups that target the diverse  communities  and  advertising
opportunities  that exist in and around large cities.  In addition to relying on
small local retailers, local classifieds and restaurants for advertising,  which
provides a more stable base of operating cash flow,  suburban weekly  newspapers
allow  us to  attract  a  different  base of  advertisers,  improve  competitive
positioning,  reduce the threat of  competition  from direct  mail and  shoppers
(free  circulars)  and achieve  greater  household  penetration in our newspaper
markets.  Our largest  suburban weekly  newspaper  groups operate in conjunction
with our San Francisco Bay area  newspapers,  Los Angeles  Newspapers  Group and
CONNECTICUT POST.

     Our principal  executive offices are located at 1560 Broadway,  Suite 2100,
Denver,  Colorado  80202,  and our  telephone  number at that  address  is (303)
563-6360.

INDUSTRY BACKGROUND

     Newspapers  address the  specific  needs of the  communities  they serve by
publishing a broad  spectrum of local news as well as special  editions that are
targeted to specific  advertisers and readers.  In most  communities,  the local
newspaper  provides the primary voice for local news and information,  including
business, sports, government and social as well as political commentary,  making
a newspaper's  content  attractive to both readers and  advertisers.  We believe
that a local  newspaper's  close  relationship  with its  readers  and the local
community is one of the primary reasons why newspapers  remain a dominant medium
for local  advertising,  accounting  for  approximately  41% of all local  media
advertising expenditures in the United States in calendar 2002.(1)


----------
(1)  Source:  NAA.org   Newspaper   Association  of  America  2003  Facts  About
     Newspapers

<PAGE>
                                                                               2

     We  believe  that  newspapers  are  the  last  mass  medium  available  for
advertisers to reach a broad spectrum of consumers. In addition,  newspapers are
one of the few  forms of mass  media  used by  readers  for both  editorial  and
advertising content. Independent studies have shown that 43% of Sunday newspaper
readers value advertising as much as news and editorial  content.(2)  Readers of
newspapers  also tend to be more highly  educated  and have higher  incomes than
non-newspaper  readers,  with a  recent  survey  showing  over  61%  of  college
graduates  and 64% of  households  with incomes  greater than $75,000  reading a
daily  newspaper.(1)  Because of the desirable  demographic  and market reach of
daily newspapers,  we believe that they represent the most cost-effective  means
for advertisers to reach a broad and affluent spectrum of consumers.

     With the  exception  of a few of the  largest,  most  cities in the  United
States do not have more than one daily  newspaper.  In  addition,  start-ups  of
daily newspapers that compete in a meaningful way with existing daily newspapers
are rare.

OPERATING STRENGTHS AND STRATEGIES

     Our long-term operating strategy is to increase revenues and operating cash
flows through  geographic  clustering,  partnerships  and internal  growth.  Our
internal  growth  strategy  is built on our key  strengths,  which  include  new
revenue  streams,  local news  leadership,  circulation  growth and prudent cost
controls.  We also continue to pursue strategic  acquisition  opportunities  and
drive revenue growth in our Internet  operations by leveraging our local content
across  a  diverse  array  of  advertising  categories,   including  employment,
automotive and other classified verticals.

          GEOGRAPHIC  CLUSTERS AND  PARTNERSHIPS.  We pioneered  the  clustering
     concept and have utilized  acquisitions,  partnerships  and joint operating
     agencies  ("JOAs") to leverage our newspapers'  labor,  editorial  content,
     sales  resources and  production  facilities  across a broad  platform.  We
     believe this strategy allows us to achieve higher operating  margins at our
     clustered  newspapers  than we would  realize  from those  newspapers  on a
     stand-alone basis.

          NEW REVENUE  STREAMS.  We focus on  developing  and  implementing  new
     revenue initiatives across all of our newspapers. These initiatives include
     niche  publications  and  other  strategies  that  target  new  advertising
     customers. We have also formed strategic alliances,  such as a relationship
     with a direct mail provider  designed to increase our share of the mid-week
     preprint and print and delivery business in four of our markets,  including
     most recently Los Angeles and the San  Francisco Bay area. In addition,  we
     utilize market research,  demographic  studies,  zoning,  established local
     market  penetration  and  active  community   involvement  to  develop  and
     implement  marketing  programs that meet the needs of our  advertisers  and
     allow our newspapers to maximize  their share of the available  advertising
     dollars in the market.

          LOCAL NEWS  LEADERSHIP.  We believe that we have assembled the largest
     local news  gathering  resources in our markets and are  committed to being
     the leading provider of high quality local news in those markets. Our focus
     on in-depth  local news  coverage  sets us apart from other news sources in
     our markets, contributing to reader loyalty and increasing franchise value.
     We regularly  receive  annual awards from national  and/or state  newspaper
     organizations,   recognizing  our  commitment  to  high  quality  news  and
     editorial content.

          CIRCULATION GROWTH. Circulation growth is essential to maintaining and
     growing the long-term  franchise value at our newspapers.  Accordingly,  we
     have  invested  and will  continue  to  invest  in  circulation  promotion,
     marketing and management  incentive  programs that are designed to increase
     home delivery and single copy sales and readership of our newspapers.

          COST CONTROLS.  We focus on cost control with a particular emphasis on
     managing  staffing  levels  and the  related  employment  costs,  as  labor
     represents one of our largest  expenses.  To better manage our labor costs,
     we invest in state of the art  equipment,  improving  productivity  and the
     quality of our products.  We were the first newspaper company in the United
     States to convert all of our newspapers to a 50-inch web width, permanently
     reducing the newspaper width and our newsprint consumption by approximately


----------
(1)  Source: NAA.org   Newspaper   Association   of  America  2003  Facts  About
     Newspapers

(2)  Source: Scarborough research

<PAGE>
                                                                               3

     8%. We also  purchase  newsprint  at a discount  to  industry  indexes as a
     result  of being  one of the  largest  newspaper  companies  in the  United
     States.

          LEVERAGE THE  INTERNET.  MediaNews  Group  Interactive  ("MNGI"),  our
     Internet subsidiary,  provides our newspapers with the tools,  technologies
     and services that they need to maintain their presence as the leading local
     news and  information  Web  site(s)  in each of the  communities  that they
     serve. MNGI is zealously focused on leveraging our extensive news gathering
     resources  and  our  existing  sales   infrastructure  in  both  print  and
     electronic  media  to  increase  the   profitability  of  our  local  media
     franchises.

          SUPERIOR MANAGEMENT.  Our management team has a proven track record of
     successfully  acquiring,  including through partnerships,  approximately 70
     newspapers that have been successfully integrated into our operations.  Our
     senior executives have spent the majority of their careers in the newspaper
     industry operating, acquiring and integrating newspapers.

          STRATEGIC  ACQUISITIONS.  In  the  past  we  have  sought  to  acquire
     newspapers  that  are  contiguous  to  our  existing  newspapers  and  that
     represent  compelling  values based on expected  operating cash flow growth
     from clustering synergies,  efficiencies or otherwise.  We may from time to
     time  continue to evaluate and pursue  strategic  or targeted  acquisitions
     that meet our strict  criteria,  including our goal of not  increasing  our
     leverage ratio over the long-term.  Leverage ratio is defined as total debt
     divided by Adjusted EBITDA Available to Company (as defined).

FINANCING DEVELOPMENTS

     On January 26, 2004, we issued $150 million aggregate principal amount of 6
3/8%  Senior  Subordinated  Notes due 2014 in a  private  placement  to  initial
purchasers,  who resold those notes to qualified institutional buyers under Rule
144A of the  Securities  Act of 1933. We intend to use the net proceeds from our
offering of the 6 3/8% Notes,  cash on hand and borrowings under our bank credit
facility,  to finance the repurchase  (by tender  offer,  in the open  market or
otherwise)  or  redemption,  no later than  August 1,  2004,  of all of our $200
million aggregate  principal amount 8 5/8% Senior  Subordinated  Notes due 2011.
The 8 5/8% Senior  Subordinated  Notes may be redeemed at our election beginning
on July 1, 2004.  Pending such purchase or redemption,  we used the net proceeds
from  our  offering  of 6 3/8%  Notes to  reduce  outstanding  revolving  credit
borrowings  under our bank credit  facility.  These 6 3/8%  Senior  Subordinated
Notes due 2014 are the  unregistered  notes for  which the  registered  exchange
notes are offered in exchange pursuant to this exchange offer.

     On December 30, 2003, we refinanced our former bank credit facility,  which
at the  time  of its  replacement  had  provided  for  borrowings  of up to $485
million.  Our new bank credit  facility  provides for  borrowings  of up to $600
million,  consisting  of a $350  million  revolving  credit  facility and a $250
million  "term loan B"  facility.  The final  maturity of the  revolving  credit
facility is December 30, 2009 and the final maturity of the term loan B facility
is  December  30,  2010.  The new bank  credit  facility  is  guaranteed  by our
subsidiaries (with certain exceptions).  See "Description of Other Obligations -
New Bank Credit Facility."

     On November 25, 2003, we issued $300 million aggregate  principal amount of
6 7/8%  Senior  Subordinated  Notes due 2013 in a private  placement  to initial
purchasers,  who resold those notes to qualified institutional buyers under Rule
144A of the Securities  Act of 1933 and to persons  outside of the United States
under  Regulation S under the  Securities  Act of 1933. We used the net proceeds
from the sale of these 6 7/8%  Senior  Subordinated  Notes and  other  available
funds to repurchase or redeem all of our $300 million aggregate principal amount
8 3/4% Senior  Subordinated  Notes due 2009.  On February 23,  2004,  we filed a
registration  statement with the Commission in order to register the exchange of
our  outstanding  6 7/8%  Senior  Subordinated  Notes  for new  notes  that  are
otherwise  substantially identical to the outstanding 6 7/8% Senior Subordinated
Notes, except that the transfer restrictions, registration rights and provisions
for additional  interest relating to the outstanding 6 7/8% Senior  Subordinated
Notes would not apply to the new notes.


<PAGE>
                                                                               4
                               THE EXCHANGE OFFER

     The following is a brief summary of the terms of the exchange offer.  For a
more complete  description of the terms of the exchange offer, see "The Exchange
Offer" in this prospectus.

     WHENEVER  WE REFER IN THIS  PROSPECTUS  TO THE 6 3/8%  SENIOR  SUBORDINATED
NOTES  DUE  2014  ISSUED  ON  JANUARY  26,  2004,  WE WILL  REFER TO THEM AS THE
"UNREGISTERED  NOTES." WHENEVER WE REFER IN THIS PROSPECTUS TO THE 6 3/8% SENIOR
SUBORDINATED  NOTES DUE 2014 THAT HAVE BEEN REGISTERED  UNDER THE SECURITIES ACT
OF 1933, WE WILL REFER TO THEM AS THE "EXCHANGE NOTES."

The Exchange Offer..........  We  are  offering  to  exchange  $1,000  principal
                              amount   of   our   registered   6   3/8%   Senior
                              Subordinated   Notes  due  2014  for  each  $1,000
                              principal amount of our unregistered 6 3/8% Senior
                              Subordinated  Notes  due 2014  that  are  properly
                              tendered  and   accepted,   referred  to  in  this
                              prospectus as the exchange  offer.  As of the date
                              of   this   prospectus,   $150,000,000   aggregate
                              principal   amount   of   unregistered   notes  is
                              outstanding.  We will issue  exchange  notes on or
                              promptly after the expiration date of the exchange
                              offer. We refer you to "The Exchange Offer."
Resale of the
Exchange Notes..............  Based  upon  interpretations  by the  staff of the
                              Commission set forth in certain  no-action letters
                              issued  to  third  parties,  we  believe  that the
                              exchange  notes issued in this  exchange  offer in
                              exchange for unregistered notes may be offered for
                              resale,  resold  and  otherwise  transferred  by a
                              holder without  compliance  with the  registration
                              and   prospectus   delivery   provisions   of  the
                              Securities  Act of 1933  (the  "Securities  Act");
                              provided you (1) exchange the  unregistered  notes
                              for the exchange  notes in the ordinary  course of
                              business  and you do not  participate,  intend  to
                              participate, or have an arrangement with any other
                              person to participate,  in the distribution of the
                              exchange notes,  (2) are not a  broker-dealer  who
                              purchases  such exchange notes directly from us to
                              resell   pursuant   to  Rule  144A  or  any  other
                              available  exemption under the Securities Act, and
                              (3)  are  not  an  "affiliate"  of us  within  the
                              meaning of Rule 405 under the Securities Act.

                              If, however, you acquire the exchange notes in the
                              exchange offer for the purposes of distributing or
                              participating  in the distribution of the exchange
                              notes,  you  cannot  rely on the  position  of the
                              staff of the Commission  enumerated above and must
                              comply  with  the   registration   and  prospectus
                              delivery  requirements  of the  Securities  Act in
                              connection with any resale transaction.
Registration
Rights Agreement............  We sold  the  unregistered  notes on  January  26,
                              2004, to certain initial purchasers  pursuant to a
                              purchase  agreement  dated as of January 26, 2004,
                              by  and  among  us  and  the  initial  purchasers.
                              Pursuant to this  purchase  agreement,  we and the
                              initial  purchasers  entered  into a  registration
                              rights  agreement,  dated as of January 26,  2004,
                              which grants the holders of the unregistered notes
                              certain  exchange and  registration  rights.  This
                              exchange   offer  is  intended  to  satisfy  these
                              rights,  which terminate upon the  consummation of
                              the exchange  offer. We refer you to "The Exchange
                              Offer--Termination of Certain Rights." The holders
                              of the  exchange  notes  are not  entitled  to any
                              exchange or  registration  rights with  respect to
                              the exchange notes.

Expiration Date.............  The exchange  offer will expire at 5:00 p.m.,  New
                              York City time, on ____________  __, 2004,  unless
                              we, in our sole  discretion,  extend the  exchange
                              offer,  in which case the term  "expiration  date"
                              shall mean the  latest  date and time to which the
                              exchange offer is extended.
Accrued Interest on the
Exchange Notes and
Unregistered Notes..........  Interest  on each  exchange  note will  accrue (A)
                              from the  later of (i) the last  interest  payment
                              date   on   which   interest   was   paid  on  the
                              unregistered    note   surrendered   in   exchange
                              therefor,  or  (ii)  if the  unregistered  note is
                              surrendered  for  exchange  on a date in a  period
                              which  includes  the record  date for an  interest
                              payment date to occur on or after the date of such

<PAGE>
                                                                               5

                              exchange  and as to which  interest  will be paid,
                              the date of such  interest  payment date or (B) if
                              no  interest  has been  paid on such  unregistered
                              note,   from   January   26,   2004.   Holders  of
                              unregistered  notes that are accepted for exchange
                              will be deemed to have waived the right to receive
                              any  payment in respect of interest  accrued  from
                              the date of the last  interest  payment  date that
                              was  made in  respect  of the  unregistered  notes
                              until  the date of the  issuance  of the  exchange
                              notes.  Consequently,  holders of  exchange  notes
                              will receive the same interest  payments that they
                              would  have  received  had they not  accepted  the
                              exchange offer.
Conditions to the
Exchange Offer..............  The exchange offer is subject to certain customary
                              conditions,  which may be waived by us. Other than
                              United States federal and state  securities  laws,
                              we  do  not  need  to   satisfy   any   regulatory
                              requirements or obtain any regulatory  approval to
                              conduct the exchange  offer.  We refer you to "The
                              Exchange Offer--Certain Conditions to the Exchange
                              Offer." The Exchange Offer is not conditioned upon
                              any   minimum   aggregate   principal   amount  of
                              unregistered notes being tendered for exchange.
Special Procedures for
Beneficial Owners...........  Any beneficial owner whose  unregistered notes are
                              registered  in  the  name  of  a  broker,  dealer,
                              commercial  bank,  trust  company or other nominee
                              and who wishes to tender such  unregistered  notes
                              in  the  exchange   offer   should   contact  such
                              registered   holder  promptly  and  instruct  such
                              registered  holder to  tender  on such  beneficial
                              owner's  behalf.  We  refer  you to "The  Exchange
                              Offer--Procedures    for   Tendering."   If   such
                              beneficial  owner wishes to tender on such owner's
                              behalf,  such owner must,  prior to completing and
                              executing the Letter of Transmittal and delivering
                              such  owner's   unregistered  notes,  either  make
                              appropriate  arrangements to register ownership of
                              the  unregistered  notes in such  owner's  name or
                              obtain a  properly  completed  bond power from the
                              registered  holder.  The  transfer  of  registered
                              ownership may take  considerable  time and may not
                              be able to be  completed  prior to the  expiration
                              date of the exchange offer.
Procedures for
Tendering Notes.............  If you wish to accept the exchange  offer you must
                              complete, sign and date the Letter of Transmittal,
                              or a facsimile  thereof,  in  accordance  with the
                              instructions   contained   in  it  and   in   this
                              prospectus,  and mail or  otherwise  deliver  such
                              Letter of Transmittal, or such facsimile, together
                              with such unregistered  notes you wish to exchange
                              and any other required  documentation  to The Bank
                              of New York, as exchange agent, at the address set
                              forth in the Letter of  Transmittal.  By executing
                              the  Letter  of  Transmittal,   each  holder  will
                              represent to us that, among other things,

                              o  any  exchange  notes  received  by it  will  be
                                 acquired  by it in the  ordinary  course of its
                                 business,

                              o  it  has  and  will  have  no   arrangement   or
                                 understanding with any person to participate in
                                 the distribution of exchange notes in violation
                                 of the Securities Act,

                              o  it is not an  "affiliate,"  as  defined in Rule
                                 405 under the Securities Act, of us,

                              o  if such holder is not a broker-dealer,  that it
                                 is not engaged in and does not intend to engage
                                 in, the distribution of exchange notes,

                              o  if such  holder  is a  broker-dealer  that will
                                 receive  exchange  notes for its own account in
                                 exchange  for  unregistered   notes  that  were
                                 acquired as a result of  market-making or other
                                 trading  activities,  that  it will  deliver  a
                                 prospectus  in  connection  with any  resale of
                                 such exchange notes, and

<PAGE>
                                                                               6

                              o  that it is not acting on behalf of any  persons
                                 or entities who could not  truthfully  make the
                                 foregoing representations. We refer you to "The
                                 Exchange Offer--Procedures for Tendering."

Guaranteed Delivery
Procedures..................  If you wish to tender your unregistered  notes and
                              your   unregistered   notes  are  not  immediately
                              available or you cannot deliver your  unregistered
                              notes,  the  Letter  of  Transmittal  or any other
                              document  required by the Letter of Transmittal to
                              the Exchange Agent prior to the expiration date of
                              the  exchange  offer,  then you must  tender  your
                              unregistered  notes  according  to the  guaranteed
                              delivery  procedures  set  forth in "The  Exchange
                              Offer--Guaranteed Delivery Procedures."
Acceptance  of  the
Unregistered Notes and
Delivery of the Exchange
Notes.......................  Upon the terms and  subject to the  conditions  to
                              the  exchange  offer,  we will accept for exchange
                              any and all  unregistered  notes validly  tendered
                              and not withdrawn  prior to the expiration date of
                              the  exchange  offer.  The  exchange  notes issued
                              pursuant to the  exchange  offer will be delivered
                              on the earliest  practicable  date  following  the
                              expiration  date of the exchange  offer.  We refer
                              you to "The Exchange  Offer--Terms of the Exchange
                              Offer."

Withdrawal Rights...........  Tenders of unregistered  notes may be withdrawn at
                              any  time  prior  to the  expiration  date  of the
                              exchange  offer.  We  refer  you to "The  Exchange
                              Offer--Withdrawal of Tenders."
Certain United States
Federal Income Tax
Considerations..............  For a discussion of certain  United States federal
                              income tax considerations relating to the exchange
                              of the unregistered  notes for the exchange notes,
                              we refer you to  "Certain  United  States  Federal
                              Income Tax Considerations."

Exchange Agent..............  The Bank of New York is  serving  as the  Exchange
                              Agent in connection with the Exchange  Offer.  The
                              Bank of New York also serves as Trustee  under the
                              Indenture governing the exchange notes.
Consequences of Failure
to Exchange.................  The unregistered notes which are not exchanged for
                              the exchange  notes pursuant to the exchange offer
                              will remain  restricted  securities.  Accordingly,
                              such  unregistered  notes  may be  resold  only in
                              accordance  with the  provisions  of the Indenture
                              governing the  unregistered  notes (1) to a person
                              whom the seller reasonably believes is a qualified
                              institutional  buyer in a transaction  meeting the
                              requirements  of Rule 144A,  (2) in a  transaction
                              meeting  the  requirements  of Rule 144  under the
                              Securities Act, (3) outside the United States to a
                              non-United States person in a transaction  meeting
                              the  requirements of Rule 904 under the Securities
                              Act, (4) in accordance with another exemption from
                              the  registration  requirements  of the Securities
                              Act,   and   subject  to  an  opinion  of  counsel
                              satisfactory to us if we so request, (5) to us, or
                              (6)   pursuant   to  an   effective   registration
                              statement  and, in each case, in  accordance  with
                              any applicable securities laws of any state of the
                              United    States   or   any    other    applicable
                              jurisdiction.    We    refer    you    to    "Risk
                              Factors-Consequences   of  failure   to   exchange
                              unregistered notes."

Use of Proceeds.............  We will not receive any proceeds from the exchange
                              of the unregistered notes pursuant to the exchange
                              offer.

<PAGE>
                                                                               7
                               THE EXCHANGE NOTES

     The exchange notes have the same financial terms as the unregistered notes;
those terms are summarized below.  Certain of the terms and conditions described
below are subject to important  limitations and exceptions.  The "Description of
the Notes" section of this  prospectus  contains a more detailed  description of
the terms and conditions of the exchange notes.

Issuer......................  MediaNews Group, Inc.

Securities Offered..........  $150,000,000  principal  amount  of 6 3/8%  senior
                              subordinated notes due 2014.

Maturity....................  April 1, 2014

Interest Rate...............  6 3/8% per year (calculated using a 360-day year).

Interest Payment Dates......  Each January 1 and July 1,  commencing on the date
                              following  their  issuance.  Interest  will accrue
                              from the issue date of the exchange notes.

Sinking Fund................  None.

Ranking.....................  The exchange notes will be our senior subordinated
                              unsecured  obligations ranking equally with all of
                              our  existing  and  future   senior   subordinated
                              obligations.  The exchange notes are  subordinated
                              to all of our existing and future senior debt, are
                              senior to all of our future debt that is expressly
                              subordinated  to the  exchange  notes  and will be
                              effectively   subordinated   to   all   debt   and
                              liabilities of our  subsidiaries,  including their
                              guarantees of our bank credit facility.

Optional Redemption.........  We cannot redeem the exchange  notes until October
                              1, 2008.  Thereafter  we may redeem some or all of
                              the exchange notes at the redemption prices listed
                              in the  "Description  of Exchange  Notes"  section
                              under  the  heading  "Optional  Redemption,"  plus
                              accrued interest.
Optional Redemption After
Public Equity Offerings.....  At any time  (which may be more than once)  before
                              October 1, 2006, we can choose to redeem up to 35%
                              of the outstanding  exchange notes with money that
                              we   raise  in  one  or  more   qualified   equity
                              offerings, as long as:

                              o  we pay  106.375%  of  the  face  amount  of the
                                 exchange notes, plus interest,

                              o  we redeem the exchange notes within 120 days of
                                 completing such equity offering, and

                              o  an amount of notes equal to at least 65% of the
                                 aggregate   principal  amount  of  unregistered
                                 notes   issued  on  January  26,  2004  remains
                                 outstanding afterwards.

Change of Control Offer.....  If a change of control of the Company  occurs,  we
                              must  give  holders  of  the  exchange  notes  the
                              opportunity  to sell us  their  exchange  notes at
                              101% of their face amount, plus accrued interest.

                              We might not be able to pay you the required price
                              for  exchange  notes you present to us at the time
                              of a change of control, because:

                              o  we might not have enough funds at that time, or

                              o  the terms of our  senior  debt may  prevent  us
                                 from paying.
<PAGE>
                                                                               8

Asset Sale Proceeds.........  If we or our  subsidiaries  engage in asset sales,
                              we  generally  must  either  invest  the net  cash
                              proceeds from such sales in our business  within a
                              period  of time,  prepay  debt or make an offer to
                              purchase a principal  amount of the exchange notes
                              equal  to  the  excess  net  cash  proceeds.   The
                              purchase  price of the exchange notes will be 100%
                              of their principal amount, plus accrued interest.
Certain Indenture
Provisions..................  The  indenture   governing   the  exchange   notes
                              contains covenants that, among other things, limit
                              our (and certain of our subsidiaries') ability to:

                              o  incur additional debt,

                              o  pay dividends or  distributions  on our capital
                                 stock or repurchase our capital stock,

                              o  make certain investments,

                              o  create  liens on our  assets to secure  certain
                                 debt,

                              o  enter into transactions with affiliates,

                              o  merge or consolidate with another company, and

                              o  transfer or sell assets.

                              These   covenants  are  subject  to  a  number  of
                              important   limitations   and   exceptions.    See
                              "Description   of   Exchange   Notes  --   Certain
                              Covenants."

Risk Factors................  Investing   in   the   exchange   notes   involves
                              substantial   risks.  See  "Risk  Factors"  for  a
                              description  of  certain  of the risks you  should
                              consider  before  participating  in this  exchange
                              offer.

<PAGE>
                                                                               9
                       RATIO OF EARNINGS TO FIXED CHARGES

     Our ratio of  earnings  to fixed  charges  was as  follows  for each of the
periods indicated:

<TABLE>
<CAPTION>

                                                                      MEDIANEWS GROUP, INC. & SUBSIDIARIES
                                                         ----------------------------------------------------------


                                          GARDEN STATE
                                         NEWSPAPERS INC. &                                         SIX MONTHS ENDED
                                          SUBSIDIARIES<F1>     FISCAL YEARS ENDED JUNE 30,         DECEMBER 31,
                                      --------------------   -------------------------------    -------------------
                                              1999            2000    2001     2002   2003        2002        2003
                                      --------------------   ------  ------   ------ ------     -------      ------
                                                                                                    (UNAUDITED)
                                                                    (DOLLARS IN THOUSANDS)
<S>                                           <C>              <C>     <C>      <C>    <C>        <C>         <C>
Ratio of earnings to fixed charges........    1.3x             3.0x    2.0x     1.5x   2.5x       2.5x        2.5x

<FN>
<F1> CORPORATE REORGANIZATION.  During fiscal years 1999 and 2000 we underwent a
     corporate reorganization, whereby, MediaNews Group, Inc. (MediaNews) became
     the successor issuer to Garden State  Newspapers,  Inc. The  reorganization
     included our June 30, 1999  purchase of an  additional  20% interest in The
     Denver  Post  Corporation,  bringing  our total  ownership  interest in The
     Denver Post  Corporation to 80%. In addition,  The Denver Post  Shareholder
     Agreement  was modified,  giving us control of The Denver Post  Corporation
     board of directors.  Accordingly,  effective June 30, 1999, The Denver Post
     Corporation became a consolidated subsidiary. Additionally, on September 1,
     1999,  Garden  State  Newspapers,  Inc.  was merged  into  MediaNews,  with
     MediaNews as the surviving corporation. As a result of this reorganization,
     the ratio of  earnings  to fixed  charges  for each  fiscal year after 1999
     includes  the  consolidated  results  of  MediaNews  and  its  subsidiaries
     (including The Denver Post Corporation,  parent company for THE DENVER POST
     and Eastern Colorado  Publishing  Company).  The ratio of earnings to fixed
     charges  for  fiscal  year 1999  includes  Garden  State  Newspapers,  Inc.
     information only.
</FN>
</TABLE>
<PAGE>
                                                                              10
                                  RISK FACTORS

     BEFORE DECIDING TO SURRENDER YOUR UNREGISTERED NOTES FOR THE EXCHANGE NOTES
PURSUANT  TO THE  EXCHANGE  OFFER YOU SHOULD BE AWARE  THAT OUR  ABILITY TO MAKE
PAYMENTS OF INTEREST AND  PRINCIPAL  AND THE VALUE OF THE EXCHANGE  NOTES IN THE
SECONDARY MARKET ARE SUBJECT TO VARIOUS RISKS,  INCLUDING THOSE DESCRIBED BELOW.
YOU SHOULD CONSIDER  CAREFULLY THESE RISK FACTORS TOGETHER WITH ALL OF THE OTHER
INFORMATION  INCLUDED  IN THIS  PROSPECTUS  BEFORE YOU DECIDE TO  EXCHANGE  YOUR
UNREGISTERED NOTES FOR THE EXCHANGE NOTES PURSUANT TO THIS EXCHANGE OFFER.

                          RISKS RELATING TO THE COMPANY

ADVERTISING REVENUES -- WE DEPEND ON ADVERTISING REVENUES THAT ARE AFFECTED BY A
NUMBER OF FACTORS, MANY OF WHICH ARE BEYOND OUR CONTROL.

     The primary source of our revenue is advertising.  Our advertising revenues
are affected by:

     o    the  health of the  economy  in the areas  where  our  newspapers  are
          distributed and in the nation as a whole,

     o    the circulation figures for each of our newspapers,

     o    our editorial content,

     o    the  demographic  makeup of the  population  where our  newspapers are
          distributed,

     o    fluctuations in the price of advertising, and

     o    the activities of our  competitors,  including  increased  competition
          from other  forms of  advertising-based  mediums,  including  network,
          cable and satellite television, the Internet and radio.

NEWSPRINT  COSTS --  INCREASES  IN NEWSPRINT  COSTS COULD  ADVERSELY  AFFECT OUR
FINANCIAL RESULTS.

     We consumed  approximately  154,000  metric tons of newsprint in our fiscal
year ended June 30, 2003,  excluding  our portion of  newsprint  consumed at our
unconsolidated JOAs and other unconsolidated operating entities.  Newsprint is a
basic  commodity and its price is sensitive to the  worldwide  balance of supply
and  demand.  Because of the  capital  commitment  to  construct  and  operate a
newsprint  mill,  the  supply of  newsprint  is  relatively  stable,  except for
temporary  disruptions.  However,  the demand for newsprint can change  quickly,
resulting  in wide  swings in its  price.  Increases  in  newsprint  prices  can
adversely  impact our  financial  results to the extent such  increases  are not
offset by increased advertising revenues.

     During the last eighteen  months,  newsprint  suppliers have announced four
price increases  totaling $200 per metric ton,  including an increase of $50 per
metric ton announced in January to be effective February 1, 2004. However,  only
$85 of the announced increases have been implemented to date. Whether any or all
of the February  price  increase will be implemented in the future is uncertain.
See "Management's  Discussion and Analysis of Financial Condition and Results of
Operations -- Near Term Outlook -- Newsprint Prices."

COMPETITION -- COMPETITION COULD HAVE A MATERIAL ADVERSE EFFECT ON US.

     Our revenue  generation depends primarily upon the sale of advertising and,
to a lesser degree,  paid  circulation.  Our  competitors  for  advertising  and
circulation  include  local and regional  newspapers,  magazines,  yellow pages,
radio and television broadcast, cable television,  direct mail, electronic media
(including the Internet) and other  communications  and advertising  media which
operate in our  markets.  Some of our  competitors  are larger and have  greater
financial  resources than we do. The extent and nature of our competition in any
particular  newspaper  market is in large part  determined  by the  location and
demographics of the market and the number of media  alternatives in that market.
Competition for newspaper advertising is largely based upon circulation,  price,
and the content of the newspaper.

<PAGE>
                                                                              11

     Our  newspapers   generally  do  not  compete  directly  with  other  daily
newspapers  covering  local  news  in the  core  of any  of  our  markets.  Some
circulation  competition  does exist from larger daily  newspapers  published in
nearby metropolitan areas.  Although there can be no assurance that a competitor
will not enter one or more of our markets and become successful, we believe that
entry by direct  competitors  covering local news in our daily newspaper markets
is unlikely to have a material adverse effect on us for the foreseeable future.

FULL  IMPLEMENTATION OF OPERATING STRATEGY -- FAILURE TO IMPLEMENT OUR OPERATING
STRATEGY COULD HAVE A MATERIAL ADVERSE EFFECT ON US.

     Our future  financial  performance  and success are dependent in large part
upon our ability to  successfully  implement  our business  strategy.  We cannot
assure you that we will be able to successfully  implement our business strategy
or be able to improve our operating results. In particular, we cannot assure you
that we will be able to maintain  circulation  of our  publications,  obtain new
sources of advertising revenues, generate additional revenues by building on the
brand names of our publications or raise the cover or subscription prices of our
publications without causing a decline in circulation.

WE ARE EFFECTIVELY CONTROLLED BY TWO SHAREHOLDER GROUPS.

     William Dean Singleton,  the Scudder family,  and their  respective  family
trusts,  have the  power to vote  approximately  93% of our  outstanding  common
stock.  These shareholder groups are entitled to elect all of the members of our
Board of  Directors,  and to  otherwise  control us,  including  with respect to
mergers,  liquidations  and asset  acquisitions and  dispositions.  There are no
independent  directors on our Board and we are not under any obligation,  and do
not plan, to name one or more independent directors at this time.

WE ARE NOT  REQUIRED  TO AND DO NOT  INTEND  TO  COMPLY  WITH  CERTAIN  BOARD OF
DIRECTORS AND AUDIT COMMITTEE REQUIREMENTS OF THE SARBANES-OXLEY ACT OF 2002.

     Our Board of Directors  currently consists of four members:  two members of
the Scudder family,  William Dean Singleton,  our Chief Executive  Officer,  and
Howell E. Begle, Jr., Of Counsel to Hughes Hubbard & Reed LLP, which law firm is
our counsel.  The Board does not have a separate audit  committee.  We have been
advised that neither the Scudder family nor Mr.  Singleton plans at this time to
appoint any non-family  directors or any "independent"  directors.  No member of
the Board has been elected,  or is anticipated  to be elected,  to represent the
interests of the holders of the exchange notes.

THE SALT LAKE  TRIBUNE -- WE ARE  INVOLVED IN  LITIGATION  WHICH,  IF  ADVERSELY
DETERMINED, MAY REQUIRE US TO SELL THE SALT LAKE TRIBUNE.

     We are involved in  litigation  concerning  the  ownership of THE SALT LAKE
TRIBUNE.  We are not in a position at this time to predict the likely outcome of
this  litigation.  The  costs of  defending  these  lawsuits  have  been and may
continue to be substantial. If this litigation is determined adversely to us, we
may be required  to sell THE SALT LAKE  TRIBUNE  for its  appraised  fair market
value  and/or  damages  may be  assessed  against  us.  See  "Business  -- Legal
Proceedings" and Note 11 of the consolidated financial statements.

THE NEW FTC DO NOT CALL RULE MAY ADVERSELY  AFFECT OUR ABILITY TO SELL NEWSPAPER
SUBSCRIPTIONS BY TELEPHONE MARKETING.

     We utilize  telephone direct marketing efforts to maintain and increase our
newspaper  circulation.  Pursuant to the  Telemarketing  and Consumer  Fraud and
Abuse  Prevention  Act,  the Federal  Trade  Commission,  or FTC, has issued the
Telemarketing  Sales Rule  prohibiting a telemarketer  from calling  persons who
have registered on the recently-created  National Do Not Call Registry,  subject
to certain exceptions, including for pre-existing relationships during the prior
18 months. Since October 1, 2003 the FTC, the Federal Communications  Commission
and state law enforcement  officials have been able to enforce violations.  Once
consumers register online or by telephone with the registry, most telemarketers,
generally   other  than  those  calling  to  solicit   political  or  charitable
contributions, will be required to remove telephone numbers on the registry from
their call lists,  subject to the noted  exceptions.  Persons who  registered by
August 31, 2003 must have been  removed  from  telemarketer  lists by October 1,
2003 and covered telemarketers may not call persons who register after September
1, 2003 within three months of the date of  registration.  Thus, the issuance of
the  Telemarketing  Sales  Rule may limit  our  ability  to engage in  telephone
marketing efforts.

<PAGE>
                                                                              12

OUR BUSINESS COULD SUFFER IF WE ARE  UNSUCCESSFUL  IN NEGOTIATING NEW COLLECTIVE
BARGAINING AGREEMENTS.

     Portions of our workforce  (and portions of the workforces at our JOAs) are
represented by labor unions. The collective bargaining agreements covering these
employees expire periodically. While we and our partners in our JOAs have in the
past been successful in negotiating  collective  bargaining  agreements on terms
acceptable  to us,  and we  believe  that we and  our  partners  currently  have
satisfactory   relationships  with  labor  unions  and  our  employees  who  are
represented  by labor unions,  no assurance can be given that we or our partners
will be successful  in any future  negotiations  with these  unions.  Currently,
several of the  collective  bargaining  agreements  covering our  employees  and
employees  of our JOAs have  expired.  We or our JOAs,  as  applicable,  and the
employees  that were covered by these  agreements  are  currently  continuing to
operate under the terms of the expired agreements.

          RISKS RELATING TO THE EXCHANGE NOTES AND THE EXCHANGE OFFER

HOLDING COMPANY  STRUCTURE -- OUR ABILITY TO MAKE PAYMENTS ON THE EXCHANGE NOTES
DEPENDS ON OUR ABILITY TO RECEIVE  DISTRIBUTIONS  FROM OUR  SUBSIDIARIES,  JOINT
OPERATING AGENCIES AND OTHER PARTNERSHIPS.

     Our operations are conducted through direct and indirect  subsidiaries,  as
well as joint operating  agencies  ("JOAs") and consolidated and  unconsolidated
partnerships.  Certain of our  subsidiaries  have  minority  shareholders.  As a
holding  company,  we  own  no  significant  assets  other  than  equity  in our
subsidiaries,  JOAs and other  partnerships  (such as our  interest in Texas-New
Mexico Newspapers Partnership), which we refer to as our operating entities. Our
operating entities that are operated under a JOA agreement,  and which we do not
control,  are  reported  as a single  net amount in our  consolidated  financial
statements in the line item "Income from Unconsolidated JOAs," which includes:

     o    Our proportionate share of net income from JOAs,

     o    The  amortization  of subscriber  lists and, up until our July 1, 2001
          adoption of SFAS No. 142,  GOODWILL AND OTHER INTANGIBLE  ASSETS,  the
          amortization  of goodwill  created by the original  purchases by us of
          the  JOAs'  interests  as  the  subscriber   lists  and  goodwill  are
          attributable to our earnings in the JOAs, and

     o    Editorial costs,  miscellaneous  publishing  revenue and other charges
          incurred by our  consolidated  subsidiaries  directly  attributable to
          providing  editorial  content and news for our  newspapers  party to a
          JOA.

     In the  event of  bankruptcy  proceedings  affecting  one of our  operating
entities,  to the  extent we are  recognized  as a  creditor  of that  operating
entity,  our claim could still be  subordinate  to any  security  interest in or
other  lien on any  assets  of that  entity  and to any of its  debt  and  other
obligations.

     Our ability to meet our obligations, including with respect to the exchange
notes,  will be dependent on dividends and other  distributions or payments from
our operating entities.  The ability of our operating entities to pay, dividend,
make or distribute  other  payments to us depends upon the  declaration  of such
dividends or distributions by the boards of directors or comparable  authorities
of such  entities  and the  availability  of cash  flow from  operations  and/or
proceeds  from  their  sale of  assets  and/or  borrowings,  and in the  case of
non-wholly-owned   subsidiaries,   JOAs  and   partnerships,   our   contractual
arrangements  with other equity holders.  Other than working capital and capital
expenditures,  virtually all cash flow from operations of our operating entities
is available for  distribution.  As of December 31, 2003, our share of long-term
debt in operating entities that are not consolidated in our financial statements
was approximately $5.0 million.  Each JOA agreement and partnership agreement to
which we are a party,  including  with respect to those  entities that we do not
control, includes a provision requiring that distributions be made to the equity
holders on a regular basis equal to their available earnings and other available
funds less amounts to be retained for working capital and capital  expenditures.
We cannot be certain  of the  future  availability  of such  distributions.  The
absence  of any such  distributions  may  adversely  affect  our  ability to pay
interest and principal on the exchange notes or meet our other obligations.

<PAGE>
                                                                              13

SUBORDINATION  OF THE  EXCHANGE  NOTES -- YOUR RIGHT TO RECEIVE  PAYMENTS ON THE
EXCHANGE  NOTES  IS  JUNIOR,  IN  RIGHT  OF  PAYMENT,  TO  OUR  BANK  AND  OTHER
UNSUBORDINATED INDEBTEDNESS AND POSSIBLY ALL OF OUR FUTURE BORROWINGS AND JUNIOR
TO OBLIGATIONS OF OUR  SUBSIDIARIES,  INCLUDING  THEIR GUARANTEE OF OUR EXISTING
AND FUTURE BANK OR OTHER INDEBTEDNESS.

     Payments on the exchange notes are  subordinated to all of our existing and
future senior  indebtedness,  including  amounts under our bank credit facility,
other than trade payables and future  indebtedness that expressly  provides that
it is equal to or  subordinated  in right of payment to the exchange notes. As a
result,  upon any distribution to our creditors in a bankruptcy,  liquidation or
reorganization or similar proceeding  relating to us or our operating  entities,
the  holders of our senior  debt will be  entitled to be paid in full before any
payment may be made with respect to the exchange notes.

     Additionally,  because the exchange  notes will not be guaranteed by any of
our  subsidiaries,  the exchange notes will  effectively rank junior to all debt
and other  liabilities  of our  subsidiaries,  including  any  guarantee  by our
subsidiaries of any of our indebtedness.  Our bank credit facility is guaranteed
by our subsidiaries (with certain exceptions).

     In the event of a  bankruptcy,  liquidation  or  reorganization  or similar
proceeding  relating to us, holders of the exchange notes will  participate on a
pari passu (or equal) basis with trade  creditors  and all other  holders of our
senior subordinated  indebtedness.  However, because the indenture requires that
amounts  otherwise  payable to holders of the exchange  notes in a bankruptcy or
similar  proceedings  be paid  instead to holders of senior  debt until they are
paid in full,  holders of the  exchange  notes may  receive  less,  on a ratable
basis, than holders of trade payables and other senior  subordinated debt in any
such proceeding.  In addition,  any  acceleration of the indebtedness  under our
bank credit  facility  will, and  acceleration  of our other  indebtedness  may,
constitute  an event of  default  under the  indenture.  If an event of  default
exists under our bank credit facility or certain other senior indebtedness,  the
indenture  may  restrict  payments on the exchange  notes until  holders of such
other  indebtedness  are paid in full or such  default is cured or waived or has
otherwise  ceased to exist.  In any of these cases,  we may not have  sufficient
funds to pay all of our creditors and holders of the exchange  notes may receive
less, on a ratable  basis,  than the holders of trade  payables and other senior
subordinated debt.

SUBSTANTIAL  LEVERAGE  -- OUR  SUBSTANTIAL  INDEBTEDNESS  COULD  HAVE A MATERIAL
ADVERSE  EFFECT ON OUR  FINANCIAL  HEALTH  AND  PREVENT US FROM  FULFILLING  OUR
OBLIGATIONS UNDER THE EXCHANGE NOTES.

     We have, and after this exchange offer will continue to have, a significant
amount  of  indebtedness.   Subject  to  the   restrictions   contained  in  our
indebtedness agreements,  we may incur additional indebtedness from time to time
to finance acquisitions,  to make capital expenditures,  to fund working capital
and for general business purposes. Further, we have other contingent obligations
that  are  not  reflected  on our  balance  sheet.  See  "Description  of  Other
Obligations -- Other Obligations."

     Our substantial  indebtedness could have important consequences to you. For
example, it could:

     o    make it more difficult for us to satisfy or refinance our  obligations
          with respect to the exchange notes and our other indebtedness,

     o    require  us to  dedicate a  substantial  portion of our cash flow from
          operations  to  payments on our  indebtedness,  thereby  reducing  the
          availability  of our  cash  flow  to  fund  working  capital,  capital
          expenditures or other general corporate purposes,

     o    impair our ability to obtain  additional  financing  for,  among other
          things, working capital,  capital expenditures,  acquisitions or other
          general corporate purposes,  or prevent us from obtaining financing to
          repurchase the exchange notes from you upon a change of control, or

     o    limit our  flexibility  to  adjust to  changing  business  and  market
          conditions,  and make us more  vulnerable  to a  downturn  in  general
          economic  conditions as compared to our competitors that have any less
          debt.

     In addition, our failure to comply with the financial and other restrictive
covenants  contained in our indebtedness  agreements could result in an event of
default under such  indebtedness,  which,  if not cured or waived,  could have a
material  adverse  effect on us. If we cannot meet or refinance our  obligations
when they are due, we may have to sell assets,  reduce capital  expenditures  or
take other actions, which could have a material adverse effect on us.

<PAGE>
                                                                              14

     We cannot assure you that our business will generate  sufficient  cash flow
from operations or that future borrowings will be available to us under our bank
credit  facility or  otherwise in an amount  sufficient  to enable us to pay our
indebtedness,  including  the  exchange  notes,  or to fund our other  liquidity
needs.  In  addition,  we  may  need  to  refinance  all  or a  portion  of  our
indebtedness,  including the exchange  notes, on or before  maturity.  We cannot
assure you that we will be able to refinance any of our indebtedness,  including
our bank credit  facility and the exchange  notes,  on  commercially  reasonable
terms or at all.  See  "Description  of Exchange  Notes -- Certain  Covenants --
Change of Control."

CHANGE OF CONTROL  OFFER -- WE MAY NOT BE  PERMITTED  TO PURCHASE  THE  EXCHANGE
NOTES UPON A CHANGE OF CONTROL AS REQUIRED BY THE INDENTURE.

     Upon the occurrence of certain specific change of control events we will be
required to offer to purchase  (if still  outstanding)  all of the  unregistered
notes,  the exchange notes, our $200 million  aggregate  principal amount 8 5/8%
Senior  Subordinated Notes due 2011, our $300 million aggregate principal amount
6 7/8% Senior  Subordinated  Notes due 2013 and any notes issued in exchange for
our 6 7/8% Senior  Subordinated Notes due 2013. However, a change of control may
also  constitute an event of default  under our bank credit  facility that would
permit the lenders to  accelerate  the debt  thereunder.  In addition,  our bank
credit  facility  restricts our purchase of the exchange  notes upon a change of
control.  Therefore,  prior to  purchasing  the exchange  notes upon a change of
control, we must either repay the indebtedness under our bank credit facility or
obtain the consent of the lenders thereunder. If we do not repay our bank credit
facility or obtain such consent, we will be prohibited from offering to purchase
the exchange notes.

     The source of funds for any  purchase  of the  exchange  notes would be our
available cash or cash generated from other sources, including borrowings, sales
of assets,  sales of equity or funds provided by an existing or new  controlling
person.  We cannot assure you that any of these sources will be available.  Upon
the  occurrence  of a change of  control  event,  we may seek to  refinance  the
indebtedness  outstanding under our bank credit facility and the exchange notes.
However, it is possible that we will not be able to complete such refinancing on
commercially  reasonable  terms or at all.  In such  event,  we may not have the
funds  necessary  to  finance  the  required   change  of  control  offer.   See
"Description of Exchange Notes -- Certain Covenants -- Change of Control."

ABSENCE OF PUBLIC MARKET FOR THE EXCHANGE  NOTES -- AN ACTIVE TRADING MARKET MAY
NOT DEVELOP FOR THE EXCHANGE NOTES

     The exchange notes  constitute a new class of securities for which there is
no established  trading  market.  We do not intend to list the exchange notes on
any national  securities  exchange or to seek their  quotation on any  automated
dealer  quotation  system.  Accordingly,  we  can  not  assure  you  as  to  the
development or liquidity of any market for the exchange notes.

     If an active trading market does not develop or is not maintained, it could
have a material adverse effect on the market price and liquidity of the exchange
notes and your ability to resell your exchange  notes for an extended  period of
time, if at all. If the exchange notes are traded,  they may trade at a discount
from the offering  price of the  unregistered  notes,  depending  on  prevailing
interest rates, the market for similar  securities,  our performance and certain
other factors.  Declines in the liquidity and market price of the exchange notes
may occur independently of our financial performance or prospects.

EXCHANGE OFFER PROCEDURES -- IF YOU WISH TO EXCHANGE YOUR UNREGISTERED NOTES FOR
EXCHANGE NOTES, YOU MUST COMPLY WITH THE EXCHANGE OFFER PROCEDURES.

     The exchange notes will be issued in exchange for  unregistered  notes only
after  timely  receipt  by the  Exchange  Agent of such  unregistered  notes,  a
properly  completed  and duly  executed  Letter  of  Transmittal  and all  other
required documents.  Therefore, holders of unregistered notes desiring to tender
such  unregistered  notes in exchange for exchange notes should allow sufficient
time to ensure timely  delivery.  Neither we nor the Exchange Agent is under any
duty to give notification of defects or  irregularities  with respect to tenders
of unregistered notes for exchange.

     If you tender your unregistered notes in the exchange offer for the purpose
of  participating  in a distribution  of the exchange notes you may be deemed to
have received restricted  securities and, if so, will be required to comply with
the registration and prospectus  delivery  requirements of the Securities Act in
connection with any resale  transaction.  A broker-dealer that received exchange
notes for its own  account  in  exchange  for  unregistered  notes,  where  such

<PAGE>
                                                                              15

unregistered   notes  were  acquired  by  such  broker-dealer  as  a  result  of
market-making  activities or other trading activities,  must acknowledge that it
will deliver a prospectus in connection  with any resale of such exchange notes.
We refer you to "Plan of Distribution."

CONSEQUENCES OF FAILURE TO EXCHANGE UNREGISTERED NOTES

     Unregistered  notes that are not  tendered or are tendered but not accepted
will,  following  consummation of the exchange offer,  continue to be subject to
the existing  restrictions  upon transfer  thereof.  If you do not exchange your
unregistered  notes for exchange  notes  pursuant to the exchange  offer or your
tender for  exchange  is not  accepted,  you will  continue to be subject to the
restrictions on transfer of your  unregistered  notes as set forth in the legend
on the unregistered  notes.  Because the unregistered notes were issued pursuant
to exemptions  from the  registration  requirements  of the  Securities  Act and
applicable state  securities laws, the unregistered  notes may not be offered or
sold unless  registered under the Securities Act and applicable state securities
laws, or pursuant to an exemption  therefrom,  or in a  transaction  not subject
thereto.  We do  not  intend  to  register  the  unregistered  notes  under  the
Securities  Act and,  after  consummation  of the  exchange  offer,  will not be
obligated  to do so except  under  limited  circumstances.  We refer you to "The
Exchange Offer--Purpose of the Exchange Offer."

TRADING MARKET FOR UNREGISTERED  NOTES -- THE ISSUANCE OF THE EXCHANGE NOTES MAY
ADVERSELY AFFECT THE MARKET FOR THE UNREGISTERED NOTES

     The amount of the unregistered  notes tendered and accepted in the exchange
offer will affect the market for the unregistered  notes and the exchange notes.
To the extent that a significant  amount of the unregistered  notes are tendered
and  accepted in the  exchange  offer,  the trading  market for  untendered  and
tendered but unaccepted  unregistered notes could be adversely affected. For the
same  reason,  to the extent that a large  amount of  unregistered  notes is not
tendered or is tendered  and not  accepted in the  exchange  offer,  the trading
market for the exchange notes could be adversely affected.  We refer you to "The
Exchange Offer."


<PAGE>
                                                                              16
                                 USE OF PROCEEDS

     There  will  be  no  proceeds  to  MediaNews   from  the  exchange  of  the
unregistered  notes  pursuant to the  exchange  offer.  We intend to use the net
proceeds from the offering of the unregistered notes, together with cash on hand
and borrowings under our bank credit  facility,  to repurchase (by tender offer,
in the open market, or otherwise) or redeem, no later than August 1, 2004 all of
our $200 million aggregate principal amount 8 5/8% Senior Subordinated Notes due
2011.  Pending such use, we used the net proceeds  from that  offering to reduce
borrowings  under the revolving  credit  portion of our bank credit  facility to
zero.

     In  consideration  for the issuance of the exchange  notes, we will receive
unregistered  notes  from you in like  principal  amount,  the form and terms of
which are  substantially  the same as the form and terms of the exchange  notes.
The  unregistered  notes  surrendered in exchange for the exchange notes will be
retired and canceled and cannot be  reissued.  Accordingly,  the issuance of the
exchange notes will not result in any change in our indebtedness. We have agreed
to bear the  expenses of the exchange  offer.  No  underwriter  is being used in
connection with the exchange offer.


<PAGE>
                                                                              17
                                 CAPITALIZATION

     The  following  table  sets  forth  our  cash  and  cash   equivalents  and
capitalization  as of December 31,  2003,  on an actual basis and as adjusted to
give effect to the January  2004 sale of our $150  million  aggregate  principal
amount 6 3/8% Senior  Subordinated  Notes due 2014, or our  unregistered  notes,
reduced by the original  issue  discount and the estimated  fees and expenses of
that  offering.  The "Actual"  column in the table below  reflects the following
items: (i) the sale of our $300 million aggregate principal amount 6 7/8% Senior
Subordinated Notes due 2013, reduced by the original issue discount and the fees
and expenses of that  offering,  (ii) the repurchase or redemption of all of our
$300 million  aggregate  principal amount 8 3/4% Senior  Subordinated  Notes due
2009,  including the fees,  expenses and premiums  paid in  connection  with the
repurchase,  (iii)  elimination  of the  remaining  unamortized  original  issue
premium associated with our 8 3/4% Senior  Subordinated Notes due 2009, and (iv)
the refinancing on December 30, 2003 of our former bank credit facility with our
new bank credit  facility  providing for  borrowing of up to $600 million.  This
table should be read in conjunction with the consolidated  financial  statements
and the notes thereto included in this prospectus.  See "Management's Discussion
and Analysis of Financial  Condition  and Results of  Operations - Liquidity and
Capital  Resources - Liquidity at December 31, 2003" and Note 6: Long-Term Debt,
of the notes to our consolidated financial statements.

                                                        AS OF DECEMBER 31, 2003
                                                         ACTUAL      AS ADJUSTED
                                                         (DOLLARS IN THOUSANDS)
Cash and Cash Equivalents.........................    $    2,655    $     26,643
                                                      ==========    ============
Total Debt:(a)
  Bank Credit Facility............................    $  373,200    $    250,000
  6 3/8% Senior Subordinated Notes due 2014.......            --         148,638
  6 7/8% Senior Subordinated Notes due 2013.......       297,418         297,418
  8 5/8% Senior Subordinated Notes due 2011(b)....       199,357         199,357
  Obligations Under Capital Leases................         6,925           6,925
  Other...........................................        34,491          34,491
                                                      ----------    ------------
  Total Debt......................................       911,391         936,829
Total Shareholders' Equity........................        75,427          75,427
                                                      ----------    ------------
Total Capitalization..............................    $  986,818    $  1,012,256
                                                      ==========    ============
----------

(a)  All amounts include current portion.  For a description of certain terms of
     these obligations,  see Note 6 to the accompanying  consolidated  financial
     statements of MediaNews and "Description of Other  Obligations."  Also, see
     "Management's  Discussion and Analysis -- Liquidity and Capital Resources."
     The  capitalization  table above  excludes $16.0 million of other long term
     liabilities related to the amount accrued to repurchase an option held by a
     third party to purchase  the assets used in the  publication  of one of our
     newspapers.

(b)  We intend to purchase (by tender offer, in the open market or otherwise) or
     call for redemption,  no later than August 1, 2004, all of our $200 million
     aggregate principal amount 8 5/8% Senior Subordinated Notes due 2011, which
     purchase  or  call  for   redemption   is  not   reflected   in  the  above
     capitalization table.

<PAGE>
                                                                              18
                      SELECTED CONSOLIDATED FINANCIAL DATA

     The  following  table  sets  forth  the  selected  historical  consolidated
financial  data for fiscal  years 2000 through  2003,  which is derived from the
consolidated  financial  statements of MediaNews.  For the fiscal year 1999, the
data is derived  from the  consolidated  financial  statements  of Garden  State
Newspapers,  Inc., the predecessor  issuer to MediaNews.  They should be read in
conjunction  with such  financial  statements  and the  related  notes  included
elsewhere in this prospectus. The historical consolidated financial data for the
six months  ended  December  31,  2002 and 2003 are derived  from the  unaudited
condensed  consolidated financial statements of MediaNews and, in the opinion of
management,  include all  adjustments  (all of which are of a normal,  recurring
nature)  necessary  for a  fair  presentation  of  such  data.  The  results  of
operations  for the six  months  ended  December  31,  2003 are not  necessarily
indicative of the results that may be expected for any other  interim  period or
for the entire fiscal year 2004. The selected historical  consolidated financial
data of MediaNews is  qualified  by  reference  to, and should be read  together
with,  the  consolidated  financial  statements  of MediaNews  and related notes
thereto included  elsewhere in this prospectus and "Management's  Discussion and
Analysis of Financial Condition and Results of Operations."
<TABLE>
<CAPTION>
                                                                        MEDIANEWS GROUP, INC. & SUBSIDIARIES
                                                   ------------------------------------------------------------------------------
                                       GARDEN STATE
                                     NEWSPAPERS INC. &                                                       SIX MONTHS ENDED
                                       SUBSIDIARIES<F3>            FISCAL YEARS ENDED JUNE 30,                  DECEMBER 31,
                                   -------------------- ----------------------------------------------- -------------------------
                                          1999<F2>        2000<F2>   2001<F2>    2002<F2>     2003<F2>    2002<F2>     2003<F2>
                                   -------------------  ---------- ----------  ------------ ----------- -----------  ------------
                                                                                                              (UNAUDITED)
                                                                       (DOLLARS IN THOUSANDS)
<S>                                  <C>              <C>          <C>         <C>          <C>         <C>          <C>
INCOME STATEMENT DATA<F1>:
Revenues
  Advertising.........................$    440,734    $  769,976   $  673,737  $  535,687   $  556,016  $  285,113   $  285,921
  Circulation.........................     113,515       148,194      144,292     139,495      137,445      69,832       66,793
  Other...............................      15,936        28,936       34,151      35,948       45,137      19,396       28,002
                                     -------------    ----------   ----------  ----------   ----------  ----------   ----------
  Total Revenues......................     570,185       947,106      852,180     711,130      738,598     374,341      380,716

Income (Loss) from Unconsolidated
  JOAs................................       1,511         2,142       (3,202)      8,770       25,227      15,139       15,743

Cost of Sales.........................     182,544       339,660      297,825     220,082      221,888     109,567      117,202
Selling, General and Administrative...     253,371       421,825      385,764     324,364      346,763     172,006      178,415
Depreciation and Amortization.........      43,636        62,152       62,593      47,545       40,553      21,276       20,050
Interest Expense......................      56,765        75,758       82,241      75,302       64,252      33,470       28,088
Gain on Sale of Newspaper
  Properties..........................          --       117,621       74,255          --       27,399          --           --
Minority Interest.....................     (12,295)      (34,092)     (40,927)    (32,218)     (34,088)    (20,277)     (19,888)
Income Before Income Taxes and
  Extraordinary Items.................      10,030       124,976       39,271       9,883       67,855      31,971       23,965
Net Income (Loss).....................        (822)      130,383       25,227      12,365       40,828      19,302       14,294

CASH FLOW DATA:
Capital Expenditures..................$     13,005    $   25,505   $   19,611  $   11,323   $   20,669  $    8,643   $   24,541
Cash Flows from:
  Operating Activities................      61,891        96,404       43,678      57,592       57,838      18,182       11,721
  Investing Activities (including
  Capital Expenditures)...............     (70,670)      117,921     (307,534)     34,441       38,206      10,815       17,854
  Financing Activities................      10,332       (74,438)     126,373     (97,153)     (94,730)    (25,688)     (30,263)
BALANCE SHEET DATA:
Total Assets..........................$    846,454    $1,138,892   $1,386,884  $1,323,184   $1,384,085  $1,354,963   $1,365,930
Long-Term Debt and Capital Leases,
  Net of  Cash and Minority
  Interest in Long-Term Debt..........     758,937       683,932      991,373     941,272      893,797     933,456      901,242
Other Long-Term Liabilities and
  Obligations.........................       7,543        17,633       23,906      30,462       33,947      29,836       32,257
Total Shareholders' Equity
  (Deficit)...........................    (150,901)          939       22,737      24,501       60,008      42,850       75,427

NON-GAAP FINANCIAL DATA<F4>:
Adjusted EBITDA.......................$    134,270    $  185,621   $  168,591  $  166,684   $  169,947  $   92,768   $   85,099
Minority Interest in Adjusted
  EBITDA..............................     (14,939)      (44,298)     (45,647)    (45,946)     (49,089)    (26,237)     (26,626)
Combined Adjusted EBITDA of
  Unconsolidated JOAs.................       3,144         4,725       14,205      36,006       40,371      22,268       24,363
Distributions from Texas-New
  Mexico  Newspapers Partnership<F5>..          --            --           --          --        2,896          --        4,696
                                     -------------    ----------   ----------  ----------   ----------  ----------   ----------
Adjusted EBITDA Available to
  Company............................$     122,475    $  146,048   $  137,149  $  156,744   $  164,125  $   88,799   $   87,532
                                     =============    ==========   ==========  ==========   ==========  ==========   ==========
Ratio of earnings to fixed charges....         1.3x          3.0x         2.0x        1.5x         2.5x        2.5x         2.5x
                                     =============    ==========   ==========  ==========   ==========  ==========   ==========
----------
Footnotes on following two pages.
<PAGE>
                                                                              19
Footnotes from previous page.
----------
<FN>
<F1> SIGNIFICANT  TRANSACTIONS.  The income  statement  data is  impacted by the
     following significant transactions.  There were no significant transactions
     for the six months ended December 31, 2003.
</FN>
</TABLE>
<TABLE>
<CAPTION>
                                                  ACQUISITIONS FISCAL YEARS 1999-2003
   -----------------------------------------------------------------------------------------------------------------------------
     YEAR      DATE            PUBLICATION                LOCATION                     DESCRIPTION               PURCHASE PRICE
   ------    ---------- -----------------------    ---------------------   -----------------------------------   ---------------
     <S>      <C>       <C>                        <C>                     <C>
     2003     01/31/03  PARADISE POST              Paradise, California    Three times weekly newspaper, plus    $13.0 million
                                                                           commercial printing
              10/01/02  THE REPORTER               Vacaville, California   Daily morning newspaper               $30.9 million
              10/01/02  ORIGINAL APARTMENT         Los Angeles,            Free distribution apartment rental    $10.0 million
                        MAGAZINE                   California              magazine
     2002     No significant acquisitions
     2001     05/31/01  RUIDOSO NEWS               Ruidoso, New Mexico     Bi-weekly newspaper                   $3.8 million
              03/31/01  ALAMOGORDO DAILY NEWS      Alamogordo, New Mexico  Daily evening newspaper               $9.5 million
              02/01/01  LAKE COUNTY RECORD-BEE     Lakeport, California    Daily morning newspaper               $7.3 million
              01/02/01  THE SALT LAKE TRIBUNE      Salt Lake City, Utah    Daily morning newspaper JOA           $200.0 million
              10/31/00  CARLSBAD CURRENT-ARGUS     Carlsbad, New Mexico    Daily morning newspaper               $7.0 million
              10/01/00  CONNECTICUT POST           Bridgeport,             Daily morning newspaper               $194.0 million
                                                   Connecticut
     2000     05/06/00  KTVA                       Anchorage, Alaska       Television station; CBS affiliate     $7.0 million
              03/01/00  Nashoba Publishing         Ayers, Massachusetts    Six weekly newspapers and three       $4.2 million
                                                                           monthly publications
              01/01/00  HOMETOWN SHOPPER           Ukiah, California       Shopper                               (1)
              10/31/99  THE DEMING HEADLIGHT       Deming, New Mexico      Daily morning newspaper               $2.0 million
              10/01/99  MILPITAS POST              Milpitas, California    Weekly newspaper                      (1)
     1999     10/01/98  THE DAILY TIMES            Farmington, New Mexico  Daily morning newspaper               $14.9 million
              08/22/98  Charleston Newspapers      Charleston, West        Daily evening newspaper JOA           $47.0 million
                                                   Virginia
----------
(1) Combined $2.7 million purchase.
</TABLE>
<TABLE>
<CAPTION>
                                                  DISPOSITIONS FISCAL YEARS 1999-2003
   -----------------------------------------------------------------------------------------------------------------------------
    YEAR      DATE            PUBLICATION                LOCATION                     DESCRIPTION               PURCHASE PRICE
   ------   ---------- -----------------------    ---------------------   -----------------------------------   ---------------
     <S>     <C>            <C>                      <C>                        <C>                               <C>
     2003    No dispositions
     2002    No dispositions
     2001     01/31/01      THE LOMPOC RECORD        Lompoc, California          Daily evening newspaper       $8.0 million,
                                                                                                               pre-tax gain
                                                                                                               of $4.6 million
              10/31/00      DAILY NONPAREIL          Council Bluffs, Iowa        Daily evening newspaper       $39.0 million,
                                                                                                               pre-tax gain
                                                                                                               of $23.6 million
     2000     06/30/00      THE EXPRESS TIMES        Easton, Pennsylvania        Daily morning newspaper       $145.0 million,
                            GLOUCESTER COUNTY TIMES  Woodbury, New Jersey        Daily evening newspaper       pre-tax gain
                            TODAY'S SUNBEAM          Salem, New Jersey           Daily morning newspaper       of $114.3 million
                            BRIDGETON NEWS           Bridgeton, New Jersey       Daily evening newspaper
                            North Jersey weeklies    North Jersey, New Jersey    Weekly newspaper
              07/31/99      THE HEMET NEWS and       Hemet and Moreno Valley,    Daily and weekly newspaper    $8.0 million,
                            MORENO VALLEY TIMES      California                                                pre-tax gain
                                                                                                               of $3.3 million
     1999    No dispositions
</TABLE>
<TABLE>
<CAPTION>
                                      OTHER SIGNIFICANT TRANSACTIONS FISCAL YEARS 1999-2003
   -----------------------------------------------------------------------------------------------------------------------------
     YEAR                                                      DESCRIPTION
     ----                                                      -----------
     <S>     <C>
     2003    Effective March 3, 2003, we formed the Texas-New  Mexico  Newspapers  Partnership  with Gannett.  Upon formation,  we
             recognized a non-monetary pre-tax gain of $27.4 million.
     2002    None.
     2001    Effective  January  23,  2001,  we formed the Denver  Newspaper  Agency  ("DNA" or  "Denver  JOA") with E.W.  Scripps
             ("Scripps"),  owner of the ROCKY MOUNTAIN NEWS. Upon formation of DNA,  MediaNews and Scripps each contributed to DNA
             substantially  all of their operating  assets used in the publication of THE DENVER POST and the ROCKY MOUNTAIN NEWS.
             In addition to the assets  contributed  to DNA,  Scripps paid us $60.0  million to obtain its 50% interest in DNA. We
             recognized a pre-tax gain of approximately $46.7 million related to this transaction.
     2001    Effective  October  1,  2000,  Gannett  contributed  the  MARIN  INDEPENDENT  JOURNAL  to the  California  Newspapers
             Partnership.  Effective with the contribution, the partners',  MediaNews, Stephens Media Group and Gannett, interests
             in the California  Newspapers  Partnership  were adjusted to 54.23%,  26.28% and 19.49%,  respectively.  Prior to the
             contribution, MediaNews held a 58.8% interest in the partnership.
     2000    In fiscal year 2000,  MediaNews and Garden State Newspapers,  Inc. merged, with MediaNews as the surviving entity and
             the successor issuer to Garden State Newspapers, Inc.
     1999    On March 31, 1999 we formed the California Newspapers Partnership.

<PAGE>
                                                                              20
<FN>
<F2> CHANGE IN ACCOUNTING PRINCIPLE AND PRIOR YEAR RECLASSIFICATIONS.  Effective
     June 15, 2000, the Financial  Accounting  Standards Board issued EITF Issue
     00-1,  which  required us to change our method of accounting  for JOAs from
     pro-rata  consolidation to consolidation  for the JOAs we control,  and for
     the JOAs we do not  control,  we include our share of the JOAs' net results
     as a  component  of  the  line  item  "Income  from  Unconsolidated  JOAs."
     Accordingly,  all  financial  statements  presented  reflect this change in
     accounting.  In  addition  to  the  change  in  accounting  principle,  for
     comparability certain prior year balances have been reclassified to conform
     to current reporting classifications.

<F3> CORPORATE REORGANIZATION.  During fiscal years 1999 and 2000 we underwent a
     corporate reorganization, whereby, MediaNews Group, Inc. (MediaNews) became
     the successor issuer to Garden State  Newspapers,  Inc. The  reorganization
     included our June 30, 1999  purchase of an  additional  20% interest in The
     Denver  Post  Corporation,  bringing  our total  ownership  interest in The
     Denver Post  Corporation to 80%. In addition,  The Denver Post  Shareholder
     Agreement  was modified,  giving us control of The Denver Post  Corporation
     board of directors.  Accordingly,  effective June 30, 1999, The Denver Post
     Corporation became a consolidated subsidiary. Additionally, on September 1,
     1999,  Garden  State  Newspapers,  Inc.  was merged  into  MediaNews,  with
     MediaNews as the surviving corporation. As a result of this reorganization,
     the consolidated  financial  statement data for each fiscal year after 1999
     includes  the  consolidated  results  of  MediaNews  and  its  subsidiaries
     (including The Denver Post Corporation,  parent company for THE DENVER POST
     and  Eastern  Colorado  Publishing  Company).  The  consolidated  financial
     statement data for fiscal year 1999 includes Garden State Newspapers,  Inc.
     information only.

<F4> NON-GAAP FINANCIAL DATA. The Non-GAAP  Financial Data presented,  including
     Adjusted EBITDA and Adjusted EBITDA Available to Company,  are not measures
     of performance  recognized  under GAAP.  However,  we believe that they are
     indicators  and  measurements  of our  leverage  capacity  and debt service
     ability.  Adjusted EBITDA and Adjusted  EBITDA  Available to Company should
     not be considered as an alternative to measure profitability, liquidity, or
     performance,  nor should they be considered an  alternative  to net income,
     cash flows generated by operating,  investing or financing  activities,  or
     other  financial  statement  data presented in our  consolidated  financial
     statements.  Adjusted  EBITDA is calculated by deducting  cost of sales and
     SG&A expense from total revenues.  Adjusted EBITDA  Available to Company is
     calculated by: (i) reducing Adjusted EBITDA by the minorities'  interest in
     the Adjusted EBITDA generated from the California  Newspapers  Partnership,
     York Newspaper Company and The Denver Post Corporation,  our less than 100%
     owned  subsidiaries   ("Minority   Interest  in  Adjusted  EBITDA");   (ii)
     increasing  Adjusted  EBITDA  by our  combined  proportionate  share of the
     Adjusted EBITDA generated by our unconsolidated  JOAs in Denver,  Salt Lake
     City and Charleston  ("Combined  Adjusted EBITDA of Unconsolidated  JOAs");
     and (iii) increasing  Adjusted EBITDA by  Distributions  from the Texas-New
     Mexico   Newspapers   Partnership  (see  footnote  e).  See   "Management's
     Discussion and Analysis of Financial Condition and Results of Operations --
     Reconciliation of GAAP and Non-GAAP Financial Information."

<F5> TEXAS-NEW MEXICO  NEWSPAPERS  PARTNERSHIP.  The Texas-New Mexico Newspapers
     Partnership agreement, effective March 3, 2003, requires the partnership to
     make monthly  distributions equal to the earnings of the partnership before
     depreciation  and  amortization  (EBITDA).  These  distributions  have been
     included in Adjusted  EBITDA  Available  to Company as they are an integral
     part of our cash flows from operations.

</FN>
</TABLE>
<PAGE>
                                                                              21
           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                            AND RESULTS OF OPERATIONS

INTRODUCTION

     The following analysis of the financial condition and results of operations
should  be  read  in  conjunction  with  the  Selected  Financial  Data  and the
consolidated financial statements of MediaNews Group, Inc. and the notes thereto
appearing elsewhere herein.

OVERVIEW

     We are in the business of owning and operating daily and weekly  newspapers
and Internet Web sites related  thereto.  Our  newspapers  derive their revenues
primarily from  advertising  and  circulation.  Our primary  operating  expenses
(before  interest,   depreciation  and  amortization)  are  employee   salaries,
newsprint,  marketing and distribution. In addition to our newspaper operations,
we own radio  stations  in Graham and  Breckenridge,  Texas and a CBS  affiliate
television station in Anchorage, Alaska. However, for the fiscal year ended June
30, 2003, the combined revenues of these non-newspaper operations comprised less
than  0.5%  of  our  consolidated  revenue  and  were  not  significant  to  our
operations.

CRITICAL ACCOUNTING POLICIES

     The  preparation  of financial  statements  in  accordance  with  generally
accepted  accounting  principles  at times  requires  the use of  estimates  and
assumptions.  We make our estimates,  based on historical experience,  actuarial
studies and other assumptions,  as appropriate, to assess the carrying values of
assets and liabilities and disclosure of contingent  matters. We re-evaluate our
estimates on an ongoing basis. Actual results could differ from these estimates.
Critical  accounting  policies  for us  include  revenue  recognition;  accounts
receivable  allowances;  recoverability  of  our  long-lived  assets,  including
goodwill  and  other  intangible  assets,  which are  based on such  factors  as
estimated  future  cash flows and  current  fair value  estimates;  pension  and
retiree medical benefits,  which require the use of various estimates concerning
the work force,  interest rates, plan investment return, and involves the use of
advice from  consulting  actuaries.  Our accounting for federal and state income
taxes is sensitive to  interpretation  of various laws and  regulations  and the
valuations  of deferred  tax  assets.  The notes to our  consolidated  financial
statements  included later in this prospectus contain a more complete discussion
of our significant accounting policies.

     Advertising  revenue  is earned  and  recognized  when  advertisements  are
published,  inserted, aired or displayed and are net of provisions for estimated
rebates, credit and rate adjustments and discounts. Circulation revenue includes
home delivery  subscription  revenue,  single copy and third party sales. Single
copy  revenue  is earned and  recognized  based on the date the  publication  is
delivered  to the single  copy  outlet,  net of  provisions  for  returns.  Home
delivery  subscription  revenue is earned and  recognized  when the newspaper is
delivered to the customer or sold to a third party.  Amounts received in advance
of an  advertisement  or  newspaper  delivery  are  deferred and recorded on the
balance  sheet as a current  liability  to be  recognized  into  income when the
revenue has been earned.

     During 2000, the Emerging Issues Task Force ("EITF") reached a consensus on
Issue 00-1,  Balance Sheet and Income Statement  Display under the Equity Method
of Investments in Certain  Partnerships and Other  Unincorporated Joint Ventures
("EITF 00-1"), effective for periods ending after June 15, 2000, which prohibits
the use of pro-rata  consolidation  except in the  extractive  and  construction
industries.  Prior to our adoption of EITF 00-1, we accounted for all of our JOA
operations using the pro-rata  consolidation method. Upon adoption of EITF 00-1,
effective June 30, 2000, we discontinued pro-rata consolidation.  All previously
reported  financial  statements  were  reclassified  to conform  to the  current
presentation.  Our  investments  in  unconsolidated  JOAs  are  included  in the
consolidated  balance sheet under the line item  "Investment  in  Unconsolidated
JOAs," for the JOAs we do not control.

     The operating results of our  unconsolidated  JOAs are reported as a single
net amount,  in the accompanying  financial  statements in the line item "Income
from Unconsolidated JOAs." This line item includes:

     o    Our proportionate share of net income from JOAs,

<PAGE>
                                                                              22

     o    The  amortization  of subscriber  lists and, up until our July 1, 2001
          adoption of SFAS No. 142,  GOODWILL AND OTHER INTANGIBLE  ASSETS,  the
          amortization of goodwill created by the original purchase by us of the
          JOAs' interests as the subscriber  lists and goodwill are attributable
          to our earnings in the JOAs, and

     o    Editorial costs,  miscellaneous  publishing revenue, and other charges
          incurred by our  wholly-owned  subsidiaries  directly  attributable to
          providing  editorial  content and news for our  newspapers  party to a
          JOA.


<PAGE>
                                                                              23
OPERATING RESULTS

     We have provided below certain summary  historical  consolidated  financial
data for fiscal years 2001, 2002 and 2003, and the six months ended December 31,
2002 and 2003, in each case including the percentage change between periods. For
comparability,  certain prior year balances have been reclassified to conform to
current reporting classifications.

<TABLE>
<CAPTION>
                                                                  SUMMARY HISTORICAL FINANCIAL DATA
                                        ----------------------------------------------------------------------------------------
                                                     FISCAL YEARS ENDED JUNE 30,                SIX MONTHS ENDED DECEMBER 31,
                                        -------------------------------------------------    ----------------------------------
                                                                           2002 vs. 2003 vs.                       2003 vs.
                                             2001       2002       2003      2001     2002      2002       2003      2002
                                        ------------ ---------- --------- -------- --------- ---------- --------- --------------
                                                                                                  (UNAUDITED)
                                                                       (DOLLARS IN THOUSANDS)
       <S>                                <C>        <C>        <C>         <C>      <C>     <C>        <C>         <C>
       INCOME STATEMENT DATA
       Total Revenues..................   $852,180   $711,130   $738,598    (16.6)%    3.9%  $374,341   $380,716      1.7%

       Income from Unconsolidated JOAs.     (3,202)     8,770     25,227     <F3>     <F3>     15,139     15,743      4.0

       Cost of Sales...................    297,825    220,082    221,888    (26.1)     0.8    109,567    117,202      7.0
       Selling, General and
         Administrative................    385,764    324,364    346,763    (15.9)     6.9    172,006    178,415      3.7
       Depreciation and Amortization...     62,593     47,545     40,553    (24.0)   (14.7)    21,276     20,050     (5.8)
       Interest Expense................     82,241     75,302     64,252     (8.4)   (14.7)    33,470     28,088    (16.1)
       Other (Income) Expense, Net.....     13,200     10,941     19,534    (17.1)   (78.5)     1,681     14,228      <F3>
                                          --------   --------   --------   ------   ------   --------   --------     -----
         Total Costs and Expenses......    841,623    678,234    692,990    (19.4)     2.2    338,000    357,983      5.9

       Equity Investment Income (Loss),
         Net...........................     (1,412)       435      3,709     <F3>     <F3>        768      5,377      <F3>

       Gain on Sale of Newspaper
         Properties....................     74,255         --     27,399     <F3>     <F3>         --         --       --

       Minority Interest...............    (40,927)   (32,218)   (34,088)   (21.3)     5.8    (20,277)   (19,888)    (1.9)

       Net Income......................     25,227     12,365     40,828    (51.0)    <F3>     19,302     14,294    (25.9)

       CASH FLOW DATA
       Cash Flows from:
         Operating Activities..........   $ 43,678   $ 57,592   $ 57,838                     $ 18,182   $ 11,721
         Investing Activities..........   (307,534)    34,441     38,206                       10,815     17,854
         Financing Activities..........    126,373    (97,153)   (94,730)                     (25,688)   (30,263)

       NON-GAAP FINANCIAL DATA<F1>
       Adjusted EBITDA.................   $168,591   $166,684   $169,947     (1.1)%    2.0%  $ 92,768   $ 85,099     (8.3)%
       Minority Interest in Adjusted
         EBITDA........................    (45,647)   (45,946)   (49,089)     0.7      6.8    (26,237)   (26,626)     1.5
       Combined Adjusted EBITDA of
         Unconsolidated JOAs...........     14,205     36,006     40,371     <F3>     12.1     22,268     24,363      9.4
       Distributions from Texas-New
         Mexico Newspapers Partnership<F2>      --         --      2,896      --      <F3>         --      4,696      <F3>
                                          --------   --------   --------    ----     ----     --------  --------     ----
       Adjusted EBITDA Available to
         Company.......................   $137,149   $156,744   $164,125     14.3%     4.7%   $ 88,799  $ 87,532     (1.4)%
                                          ========   ========   ========   ======   ======    ========  ========   ======

----------
<FN>
<F1> NON-GAAP  FINANCIAL DATA.  Adjusted EBITDA and Adjusted EBITDA Available to
     Company are not measures of performance  recognized under GAAP. However, we
     believe that they are indicators and measurements of our leverage  capacity
     and debt service ability.  Adjusted EBITDA and Adjusted EBITDA Available to
     Company   should  not  be   considered   as  an   alternative   to  measure
     profitability,  liquidity, or performance, nor should they be considered an
     alternative to net income, cash flows generated by operating,  investing or
     financing  activities,  or other financial  statement data presented in our
     consolidated  financial  statements.   Adjusted  EBITDA  is  calculated  by
     deducting  cost of sales and SG&A  expense  from total  revenues.  Adjusted
     EBITDA Available to Company is calculated by: (i) reducing  Adjusted EBITDA
     by the  minorities'  interest in the  Adjusted  EBITDA  generated  from the
     California  Newspapers  Partnership,  York Newspaper Company and The Denver
     Post  Corporation,  our less  than  100%  owned  consolidated  subsidiaries
     ("Minority  Interest in Adjusted EBITDA");  (ii) increasing Adjusted EBITDA
     by our combined proportionate share of the Adjusted EBITDA generated by our
     unconsolidated  JOAs in Denver,  Salt Lake City and  Charleston  ("Combined
     Adjusted EBITDA of  Unconsolidated  JOAs");  and (iii) increasing  Adjusted
     EBITDA by Distributions  from the Texas-New Mexico  Newspapers  Partnership
     (see footnote b). See  "Management's  Discussion  and Analysis of Financial
     Condition and Results of Operations --  Reconciliation of GAAP and Non-GAAP
     Financial Information."

<PAGE>
                                                                              24

<F2> THE TEXAS-NEW MEXICO NEWSPAPERS PARTNERSHIP AGREEMENT. The Texas-New Mexico
     Newspapers  Partnership  agreement,  effective March 3, 2003,  requires the
     partnership  to make  monthly  distributions  equal to the  earnings of the
     partnership   before   depreciation   and  amortization   (EBITDA).   These
     distributions  have been included in Adjusted EBITDA  Available to Company,
     as they are an integral part of our cash flows from operations.

<F3> Not meaningful.
</FN>
</TABLE>
<PAGE>
                                                                              25
SUMMARY SUPPLEMENTAL NON-GAAP FINANCIAL DATA

     JOINT OPERATING AGENCIES, OR JOAS, REPRESENT AN OPERATING STRUCTURE THAT IS
UNIQUE TO THE NEWSPAPER  INDUSTRY.  PRIOR TO EITF 00-1, WHICH ELIMINATED THE USE
OF PRO-RATA CONSOLIDATION EXCEPT IN THE EXTRACTIVE AND CONSTRUCTION  INDUSTRIES,
WE REPORTED THE RESULTS OF OUR JOA INTERESTS ON A PRO-RATA  CONSOLIDATED  BASIS.
UNDER THIS METHOD,  WE CONSOLIDATED,  ON A LINE-ITEM  BASIS,  OUR  PROPORTIONATE
SHARE OF THE JOAS'  OPERATIONS.  ALTHOUGH  PRO-RATA  CONSOLIDATION  IS NO LONGER
CONSIDERED  AN  ACCEPTABLE  METHOD FOR OUR  FINANCIAL  REPORTING  UNDER GAAP, WE
BELIEVE IT PROVIDES A MEANINGFUL  PRESENTATION  OF THE RESULTS OF OUR OPERATIONS
AND THE AMOUNT OF  OPERATING  CASH FLOW  AVAILABLE  TO MEET OUR DEBT SERVICE AND
CAPITAL  EXPENDITURE  REQUIREMENTS.  OUR JOA  AGREEMENTS  DO NOT  RESTRICT  CASH
DISTRIBUTIONS  TO THE OWNERS AND IN GENERAL OUR JOAS MAKE  MONTHLY OR  QUARTERLY
DISTRIBUTIONS.   WE  USE  PRO-RATA  CONSOLIDATION  TO  INTERNALLY  EVALUATE  OUR
PERFORMANCE  AND  PRESENT IT HERE  BECAUSE  OUR BANK  CREDIT  AGREEMENT  AND OUR
PUBLICLY  TRADED NOTES DEFINE CASH FLOWS  (ADJUSTED  EBITDA AND ADJUSTED  EBITDA
AVAILABLE TO COMPANY)  FROM  OPERATIONS  FOR COVENANT  PURPOSES  USING  PRO-RATA
CONSOLIDATION. WE ALSO BELIEVE FINANCIAL ANALYSTS AND INVESTORS USE THE PRO-RATA
CONSOLIDATION AND THE RESULTING ADJUSTED EBITDA,  COMBINED WITH CAPITAL SPENDING
REQUIREMENTS,   AND  LEVERAGE   ANALYSIS  TO  EVALUATE  OUR  PERFORMANCE.   THIS
INFORMATION  SHOULD BE USED IN  CONJUNCTION  WITH GAAP  PERFORMANCE  MEASURES IN
ORDER TO EVALUATE OUR OVERALL  PROSPECTS AND PERFORMANCE.  NET INCOME DETERMINED
USING PRO-RATA CONSOLIDATION IS IDENTICAL TO NET INCOME DETERMINED UNDER GAAP.

     IN THE TABLE BELOW, WE HAVE PRESENTED THE RESULTS OF OPERATIONS OF OUR JOAS
USING PRO-RATA  CONSOLIDATION,  INCLUDING THE PERCENTAGE CHANGE BETWEEN PERIODS.
OUR JOAS  INCLUDE  YORK  NEWSPAPER  COMPANY AND  CHARLESTON  NEWSPAPERS  FOR ALL
PERIODS PRESENTED,  DENVER NEWSPAPER AGENCY SINCE FORMATION ON JANUARY 23, 2001,
AND OUR JOA IN SALT LAKE CITY (THE "SALT LAKE CITY JOA")  SINCE  ACQUISITION  ON
JANUARY 2, 2001. SEE NOTES 2 AND 3 TO THE CONSOLIDATED  FINANCIAL STATEMENTS FOR
ADDITIONAL  DISCUSSION OF THE GAAP  ACCOUNTING FOR OUR JOAS. FOR  COMPARABILITY,
CERTAIN  PRIOR  YEAR  BALANCES  HAVE BEEN  RECLASSIFIED  TO  CONFORM  TO CURRENT
REPORTING CLASSIFICATIONS.

   THE INFORMATION IN THE FOLLOWING TABLE IS NOT PRESENTED IN ACCORDANCE WITH
GENERALLY ACCEPTED ACCOUNTING PRINCIPLES AND DOES NOT COMPLY WITH ARTICLE 11 OF
                  REGULATION S-X FOR PRO FORMA FINANCIAL DATA

<TABLE>
<CAPTION>
                                                                 SUMMARY SELECTED NON-GAAP FINANCIAL DATA
                                                                                                        SIX MONTHS ENDED
                                                        FISCAL YEARS ENDED JUNE 30,                       DECEMBER 31,
                                            ---------------------------------------------------   ------------------------------
                                                                               2002 vs. 2003 vs.                       2003 vs.
                                               2001        2002       2003       2001     2002      2002       2003      2002
                                            ---------   ---------  ---------  --------  -------   ---------  --------- ---------
                                                                             (DOLLARS IN THOUSANDS)
<S>                                         <C>         <C>       <C>           <C>      <C>     <C>        <C>         <C>
PRO-RATA CONSOLIDATED INCOME
  STATEMENT DATA
Total Revenues..............................$ 978,929   $ 992,780 $1,025,471      1.4%     3.3%  $ 520,734  $ 530,041     1.8%

Cost of Sales...............................  366,509     350,281    343,012     (4.4)    (2.1)    170,735    178,552     4.6
Selling, General and Administrative.........  437,500     447,541    480,185      2.3      7.3     239,108    246,347     3.0
Depreciation and Amortization...............   72,890      64,720     55,841    (11.2)   (13.7)     29,077     27,521    (5.4)
Interest Expense............................   82,161      75,517     64,491     (8.1)   (14.6)     33,588     28,190   (16.1)
Other (Income) Expense, Net.................   19,614      19,996     18,312      1.9     (8.4)        525     14,970     <F2>
                                            ---------   ---------  ---------   ------   -------  ---------  ---------  ------
  Total Costs and Expenses..................  978,674     958,055    961,841     (2.1)     0.4     473,033    495,580     4.8

Gain on Sale of Newspaper Properties........   74,255          --     27,399      <F2>     <F2>          --         --      --

Minority Interest...........................  (33,827)    (25,278)   (26,884)   (25.3)     6.4     (16,498)   (15,873)   (3.8)

Net Income..................................   25,227      12,365     40,828    (51.0)     <F2>      19,302     14,294   (25.9)

CASH FLOW DATA (GAAP BASIS)
Cash Flows from:

 Operating Activities.......................$  43,678   $  57,592  $  57,838                     $  18,182  $  11,721
 Investing Activities....................... (307,534)     34,441     38,206                        10,815     17,854
 Financial Activities.......................  126,373     (97,153)   (94,730)                      (25,688)   (30,263)

PRO-RATA OTHER DATA<F1>
Adjusted EBITDA.............................$ 174,920   $ 194,958  $ 202,274     11.5%     3.8%  $ 110,891  $ 105,142    (5.2)%
Minority Interest Adjusted EBITDA...........  (37,771)    (38,214)   (41,045)     1.2      7.4     (22,092)   (22,306)    1.0
Distributions from Texas-New Mexico
  Newspapers Partnership....................       --          --      2,896       --      <F2>         --      4,696     <F2>
                                            ---------   ---------  ---------    -----    -----   ---------  ---------  ------
Adjusted EBITDA Available to Company........$ 137,149   $ 156,744  $ 164,125     14.3%     4.7%  $  88,799  $  87,532    (1.4)%
                                            =========   =========  =========    =====    =====   =========  =========  =======
--------------
<FN>

<F1> See footnote (a) under  "Management's  Discussion  and  Analysis of  Financial  Condition  and Results of
     Operations -- Operating  Results" for discussion of Adjusted EBITDA,  Distributions from Texas-New Mexico
     Newspapers Partnership and Adjusted EBITDA Available to Company. The Minority Interest in Adjusted EBITDA
     shown is calculated the same as described in footnote (a) under "Management's  Discussion and Analysis of
<PAGE>
                                                                              26

     Financial  Condition  and Results of Operations -- Operating  Results"  except that Minority  Interest in
     Adjusted  EBITDA on a pro-rata  basis  includes  only the  minority  interest in  Adjusted  EBITDA of the
     California Newspapers Partnership and The Denver Post Corporation,  as pro-rata consolidation factors out
     of the minority  interest  associated  with York  Newspaper  Company.  See  "Management's  Discussion and
     Analysis of  Financial  Condition  and  Results of  Operations  --  Reconciliation  of GAAP and  Non-GAAP
     Financial Information."

<F2> Not meaningful.
</FN>
</TABLE>

GENERAL

     Newspaper  companies  tend to  follow a  distinct  and  recurring  seasonal
pattern,  with  higher  advertising  revenues in months  containing  significant
events or holidays.  Accordingly,  the fourth  calendar  quarter,  or our second
fiscal quarter,  is generally our strongest  revenue quarter of the year. Due to
generally poor weather and lack of holidays,  the first calendar quarter, or our
third fiscal quarter, is generally our weakest revenue quarter of the year.

     Our  advertising  revenues,  as well as those of the newspaper  industry in
general,   are  cyclical  and  dependent  upon  general   economic   conditions.
Historically,  advertising revenues have increased in periods of economic growth
and declined with general  national,  regional and local economic  downturns and
recessionary economic conditions.

COMPARISON OF THE SIX MONTHS ENDED DECEMBER 31, 2003 AND 2002

     Certain  transactions  in fiscal year 2003 had an impact on the comparisons
of our results for the six months ended December 31, 2003 and 2002.  Acquisition
transactions  that  affect  comparisons  include  the  purchases  by  California
Newspapers  Partnership ("CNP") on October 1, 2002 of THE REPORTER in Vacaville,
California and the ORIGINAL  APARTMENT  MAGAZINE in southern  California and the
January 31, 2003  purchase of the  PARADISE  POST in  Paradise,  California.  In
addition  to these  acquisition  transactions,  comparisons  between the periods
ended  December  31,  2003 and 2002 are also  affected by the  formation  of the
Texas-New Mexico Newspapers  Partnership effective March 3, 2003, after which we
no longer consolidate the results of the New Mexico newspaper properties that we
contributed  to  the  partnership.   Our  investment  in  the  Texas-New  Mexico
Newspapers  Partnership  is accounted  for under the equity method of accounting
and the partnership's results are included in "Equity Investment Income, Net."

REVENUES

     Revenues  for the six month  period  ended  December  31,  2003 were $380.7
million,  as compared to $374.3  million for the same period in the prior fiscal
year.  The change  represents an increase of $6.4 million,  or 1.7%, for the six
month period ended December 31, 2003 as compared to the same period in the prior
fiscal year. On a same newspaper basis (after  adjusting for the  aforementioned
fiscal  year  2003   transactions),   the  following  changes  occurred  in  our
significant  revenue categories between the six month periods ended December 31,
2003 and 2002.

     ADVERTISING REVENUES.  Advertising revenues increased by approximately 0.8%
for the six month period ended December 31, 2003, as compared to the same period
in prior fiscal year. The increase in advertising revenue was due principally to
increases in national and preprint advertising,  offset in part by a decrease in
classified   advertising.   Classified   employment   advertising  continues  to
experience  declines at the  majority  of our  newspapers,  due to the  economic
slowdown that has been experienced  throughout the United States. Our newspapers
in the San Francisco Bay Area market have been  particularly  hard hit by losses
in employment  advertising.  We also  experienced  small  declines in classified
automotive advertising.

     CIRCULATION  REVENUES.  Circulation  revenues decreased by 2.0% for the six
month  period ended  December 31, 2003,  as compared to the same period in prior
fiscal  year as we have  continued  to grow  circulation  in a slow  economy  by
offering discounts to acquire new subscribers with long-term orders. The loss in
revenue from discounting  long-term orders is generally offset with cost savings
from writing fewer new circulation orders as a result of this strategy.

     OTHER  REVENUES.  Other revenues  increased  19.4% for the six month period
ended  December 31, 2003, as compared to the same period in prior fiscal year in
part  due to  our  obtaining  new  commercial  printing  contracts  in  northern
California.  Also  contributing  to the increase were revenues from our Internet
operations,  which  increased  34.2%,  or $2.2  million for the six month period
ended December 31, 2003 as compared to the same period in prior fiscal year as a
result of the  continued  strong  market  acceptance  of the combined  print and
online  packages  that we offer to our  advertisers  and increases in our online
employment revenue.

<PAGE>
                                                                              27
INCOME FROM UNCONSOLIDATED JOAS

     Income from  unconsolidated JOAs represents (1) our share of the net income
from our unconsolidated JOA operations,  which includes  Charleston  Newspapers,
the  Denver  Newspaper  Agency  ("DNA"),  and the Salt Lake  City  JOA;  (2) the
amortization of subscriber lists created by the original purchase by us; and (3)
editorial costs,  miscellaneous publishing revenue and other charges incurred by
our subsidiaries that are directly  attributable to providing  editorial content
and news for our newspapers  published by the JOAs.  Income from  unconsolidated
JOAs for the six month period  ended  December  31, 2003 was $15.7  million,  as
compared to $15.1 million for the same period in prior fiscal year. The increase
was due primarily to the improved operating results at the DNA and the Salt Lake
City JOA during the six month period ended December 31, 2003, as compared to the
same period of the prior  fiscal  year.  The DNA prior year  results  included a
one-time non-operating gain of approximately $3.8 million related to the sale of
its office building. The improved operating results at the DNA and the Salt Lake
City JOA were  partially  offset by a small  decline in  results  at  Charleston
Newspapers.

COST OF SALES

     Cost of sales for the six month period  ended  December 31, 2003 was $117.2
million, as compared to $109.6 million for the same period in prior fiscal year.
The change represents an increase of $7.6 million,  or 7.0%. The  aforementioned
transactions  in fiscal year 2003 had the net impact of increasing cost of sales
by $2.1 million for the six month period ended December 31, 2003, as compared to
the same period in prior fiscal year. Excluding the aforementioned transactions,
cost of sales increased 5.3%. The current year increase in cost of sales was due
in part to a small  increase in newsprint  consumption of 2.8% for the six month
period ended  December 31, 2003,  as compared to the same period in prior fiscal
year. Also  contributing to the increase was an 11.8% increase for the six month
period ended December 31, 2003, in our average price per metric ton of newsprint
consumed as compared to the same period in prior fiscal year.  Our average price
was approximately $475 per metric ton for the six months ended fiscal year 2004,
as compared to $425 for the same period in fiscal year 2003.

SELLING, GENERAL AND ADMINISTRATIVE

     Selling,  general  and  administrative  ("SG&A")  expense for the six month
period ended December 31, 2003 was $178.4 million, as compared to $172.0 million
for the same period in prior fiscal year.  The change  represents an increase of
$6.4 million or 3.7%. The  aforementioned  transactions  in fiscal year 2003 had
the net effect of impacting  SG&A by $2.1 million for the six month period ended
December  31,  2003,  as  compared  to the same  period  in prior  fiscal  year.
Excluding the aforementioned transactions, SG&A increased 2.6%. The current year
increase is  primarily  the result of large  increases  in health care costs and
retirement benefits which were offset in part by cost savings in other areas.

INTEREST EXPENSE

     Interest expense for the six month period ended December 31, 2003 was $28.1
million, as compared to $33.5 million, for the same period in prior fiscal year.
The change  represents  a decrease of $5.4  million,  or 16.1%.  The decrease in
interest expense was the result of a decrease in average debt outstanding due to
debt paydowns, net of acquisitions,  in fiscal year 2003, and continued paydowns
in fiscal year 2004, as well as a reduction in the weighted average cost of debt
in fiscal year 2004  compared to fiscal year 2003.  The lower  weighted  average
cost of debt was a result  of lower  short-term  interest  rates,  the June 2003
refinancing of our 9.0% Subordinated  Promissory Note with a bank term loan, and
to a  lesser  extent  the  November  2003  refinancing  of  our  8  3/4%  Senior
Subordinated Notes due 2009 with our 6 7/8 % Senior Subordinated Notes due 2013.
For the six month period ended December 31, 2003,  our average debt  outstanding
decreased  $62.7  million,  or  6.5%  and our  weighted  average  interest  rate
decreased 74 basis points as compared to the same period in prior year. Interest
expense was also impacted by net  settlements  related to our interest rate swap
agreements.  The net  settlements  of our interest rate swap  agreements had the
effect of decreasing  interest  expense by $1.8 million for the six month period
ended  December 31, 2003,  as compared to the same period in the prior year when
our interest rate swaps decreased interest expense by $1.0 million.

OTHER (INCOME) EXPENSE, NET

     Other  (income)  expense,  net for the six month period ended  December 31,
2003 was $14.2 million, as compared to $1.7 million for the same period in prior
fiscal  year.  We include in other  (income)  expense,  net costs  which are not
related to ongoing  operations.  The charges  incurred  for the six month period
ended  December 31, 2003,  relate to a charge of $9.2 million for the repurchase
premiums, net of unamortized original issue premiums,  associated with the early

<PAGE>
                                                                              28

redemption of our 8 3/4% Senior Subordinated Notes due 2009,  litigation expense
of $1.7 million  associated  with the acquisition of  Kearns-Tribune,  LLC (Salt
Lake  City),  $0.8  million  related  to the  ongoing  accretion  of the cost to
repurchase  an option held by a third  party to acquire  one of our  newspapers,
$1.0  million  in  costs  associated  with  our  unsuccessful  bid  for  Freedom
Communications,  Inc., $0.8 million related to hedging activities, which did not
qualify  for hedge  accounting  under SFAS No. 133,  and a net $0.7  million for
various other costs not related to ongoing operations.

NET INCOME

     We reported net income for the six month period ended  December 31, 2003 of
$14.3 million, as compared to net income of $19.3 million for the same period in
prior fiscal year. In addition to the changes  described  above,  net income was
impacted by a $0.4  million  decrease in minority  interest  expense for the six
month period ended December 31, 2003 as compared to the same period in the prior
fiscal year. Also impacting net income was a $3.0 million decrease in income tax
expense,  for the six month  period  ended  December 31, 2003 as compared to the
same period in the prior fiscal year as a result of a decrease in income  before
taxes.  Our effective tax rate was 40.4%,  for the six months ended December 31,
2003, as compared to 39.6% for the same period in the prior fiscal year.

COMPARISON OF FISCAL YEARS ENDED JUNE 30, 2003 AND 2002

     Certain  transactions  in fiscal year 2003 had an impact on the comparisons
of our  results  for the  years  ended  June  30,  2003  and  2002.  Acquisition
transactions that affect  comparisons  between the years ended June 30, 2003 and
2002 include  CNP's  October 1, 2002  purchases  of THE  REPORTER in  Vacaville,
California and the ORIGINAL  APARTMENT  MAGAZINE in southern  California and the
January 31, 2003  purchase of the  PARADISE  POST in  Paradise,  California.  In
addition to the  acquisition  transactions  described,  comparisons  between the
years ended June 30, 2003 and 2002 are also  affected  by the  formation  of the
Texas-New Mexico Newspapers  Partnership effective March 3, 2003, after which we
no longer consolidate the results of the New Mexico newspaper properties that we
contributed  to  the  partnership.   Our  investment  in  the  Texas-New  Mexico
Newspapers  Partnership  is accounted  for under the equity method of accounting
and the partnership's  results are included in "Equity Investment Income (Loss),
Net."

REVENUES

     Revenues for the years ended June 30, 2003 and 2002 were $738.6 million and
$711.1  million,  respectively.  The  change  represents  an  increase  of $27.5
million,  or 3.9%. The  aforementioned  transactions in fiscal year 2003 had the
net impact of increasing  reported  revenues by $12.6 million for the year ended
June  30,  2003  as  compared  to the  prior  year.  On a same  newspaper  basis
(adjusting  for the  aforementioned  fiscal 2003  transactions),  the  following
changes occurred between fiscal years 2003 and 2002.

     ADVERTISING  REVENUES.  Advertising  revenues  increased  2.5% for the year
ended June 30,  2003,  as compared to the prior year.  The  advertising  revenue
increases  during  fiscal year 2003 were  primarily  the result of  increases in
national and  preprint  advertising,  offset in part by small  declines in total
classified  and  retail  advertising.  Total  classified  revenue  was only down
slightly overall.  However, of the components of classified revenue,  classified
employment  represented  most of the  decline,  which  was due to the  continued
economic  slowdown  that has been  experienced  in the majority of our newspaper
markets and throughout the United States.  We also experienced small declines in
classified automotive  advertising,  which were more than offset by improvements
in real estate advertising.

     CIRCULATION  REVENUES.  Circulation revenues remained flat compared to last
year.  Circulation volumes at our consolidated  subsidiaries also did not change
materially between periods.

     OTHER REVENUES.  Other revenues increased 10.7% due principally to the $4.3
million  increase in revenues  from our Internet  operations  for the year ended
June 30, 2003 as compared to the prior year.  The increase was the result of the
continued  strong market  acceptance of the combined  print and online  packages
that we offer to our advertisers,  particularly in our online retail, automotive
and  employment  categories,  and the  introduction  of new products  related to
automotive and obituaries.

<PAGE>
                                                                              29

INCOME FROM UNCONSOLIDATED JOAS

     Income from  unconsolidated JOAs represents (1) our share of the net income
from our  unconsolidated  JOA  operations,  which  as of June 30,  2003 and 2002
includes  Charleston  Newspapers,  DNA,  and the Salt  Lake  City  JOA;  (2) the
amortization of subscriber  lists created by the original  purchase by us of the
JOAs' interests;  and (3) editorial costs,  miscellaneous publishing revenue and
other  charges  incurred  by our  consolidated  subsidiaries  that are  directly
attributable to providing editorial content and news for our newspapers party to
a JOA.  Income  from  unconsolidated  JOAs for the years ended June 30, 2003 and
2002 was $25.2 million and $8.8 million,  respectively. The improvement of $16.4
million for the year ended June 30, 2003,  is  primarily  the result of improved
revenues combined with lower operating expenses at DNA. Expenses were lower as a
result of lower newsprint costs and a reduction in the number of employees.  The
results  of the Salt  Lake City JOA and  Charleston  Newspapers  did not  change
materially between periods.

COST OF SALES

     Cost of sales for the years ended June 30, 2003 and 2002 was $221.9 million
and $220.1  million,  respectively.  The change  represents  an increase of $1.8
million,  or 0.8%. The  aforementioned  transactions in fiscal year 2003 had the
net impact of  increasing  cost of sales by $5.4 million for the year ended June
30,  2003  as  compared  to  the  prior  year.   Excluding  the   aforementioned
transactions,  cost of sales  decreased 1.6% on a year over year basis.  Cost of
sales was impacted by increased  production  costs  associated  with us printing
certain  new third  party  publications  in northern  California;  however,  our
overall  newsprint  costs  declined  by $7.5  million or 10.4%,  which more than
offset the increase in editorial and production  costs.  The overall  decline in
newsprint  costs is comprised  of a 3.1%  increase in  consumption,  offset by a
13.1% decrease in the cost per metric ton consumed, on a year over year basis.

SELLING, GENERAL AND ADMINISTRATIVE

     Selling,  general and  administrative  ("SG&A") expense for the years ended
June 30, 2003 and 2002 was $346.8 million and $324.4 million,  respectively. The
change represents an increase of $22.4 million, or 6.9%, for the year ended June
30, 2003,  as compared to the prior year.  The  aforementioned  transactions  in
fiscal year 2003 had the net impact of  increasing  SG&A by $6.3 million for the
year ended June 30, 2003, as compared to the prior year.

     Excluding  the impact of the  transactions  described  above,  SG&A expense
increased 4.9%, for the year ended June 30, 2003, as compared to the prior year.
The  increase  in SG&A  expense  was due in part to a $5.4  million  increase in
marketing and advertising expenses for the year ended June 30, 2003, as compared
to the prior year.  Marketing and advertising  expense  increased as a result of
the growth in national  advertising  revenue and new sales initiatives that were
implemented  as  we  sought  to  grow  revenue  from  non-traditional  newspaper
advertisers.  Circulation  expense  also  increased  as a result of  circulation
growth strategies  implemented in certain highly competitive southern California
markets as well as our strategies to maintain  circulation volumes in the highly
competitive  market around ANG  Newspapers  in the San Francisco Bay area.  Also
contributing to the increase in SG&A expense were increases in health  insurance
and other benefits,  property and casualty insurance costs, the reinstatement of
401(k)  matching  benefits,  the lifting of salary freezes for certain groups of
employees,  and increased costs  associated  with the growth  experienced in our
Internet operations.

DEPRECIATION AND AMORTIZATION

     Depreciation and amortization expense for the years ended June 30, 2003 and
2002 was $40.6 million and $47.5 million,  respectively. The change represents a
decrease of $6.9 million, or 14.7% for the year ended June 30, 2003, as compared
to the prior year.  The fiscal year 2003 decreases were primarily due to certain
assets  becoming fully  depreciated  during fiscal year 2002,  offset in part by
increased  depreciation  and  amortization  associated with our fiscal year 2003
acquisitions.

INTEREST EXPENSE

     Interest  expense  for the  years  ended  June 30,  2003 and 2002 was $64.3
million and $75.3  million,  respectively.  The change  represents a decrease of
$11.0  million,  or 14.7%,  for the year ended June 30, 2003, as compared to the
prior  year.  The  decrease  in  interest  expense  was due to a decrease in our
average debt outstanding, as well as a reduction in the weighted average cost of
debt. Our average debt  outstanding  decreased  $50.4 million,  or 5.1%, and our
weighted average interest rate decreased 76 basis points for the year ended June
30, 2003, as compared to the prior year.

<PAGE>
                                                                              30

     Interest  expense  was also  impacted  by net  settlements  related  to our
interest rate swap  agreements.  The net  settlements  of our interest rate swap
agreements had the effect of decreasing interest expense by $2.6 million for the
year ended June 30, 2003.

OTHER (INCOME) EXPENSE, NET

     Included in other  (income)  expense,  net are those costs or income  items
that are not related to ongoing operations.  Other (income) expense, net for the
year ended June 30, 2003 was $19.5  million.  The charges  incurred for the year
ended June 30, 2003 include $3.7 million in  litigation  expense  related to the
acquisition of  Kearns-Tribune,  LLC (Salt Lake City), $5.5 million accretion of
the estimated  cost to repurchase an option held by a third party to acquire one
of our newspapers,  $1.0 million of costs for severance and restructuring,  $2.7
million loss related to the jury verdict rendered against us in the case brought
by a former  newsprint  vendor,  $1.8 million loss related to the  impairment of
goodwill associated with Alaska Broadcasting  Company, $3.9 million loss related
to the  impairment  of  fixed  assets  (land  and  building)  at  one  of  CNP's
properties,  $(1.2) million related to hedging  activities which did not qualify
for hedge  accounting  under SFAS No.  133,  and a net $2.1  million for various
other costs not related to ongoing operations.

EQUITY INVESTMENT INCOME (LOSS), NET

     Included in equity  investment  income (loss),  net is our share of the net
income (or loss) of our non-JOA equity investees, as further described in Note 2
of the notes to consolidated financial statements.  The $3.3 million increase in
equity investment income (loss),  net was primarily related to the equity income
from the Texas-New  Mexico  Newspapers  Partnership,  the formation of which was
described earlier.

NET INCOME

     We reported  net income for the years ended June 30, 2003 and 2002 of $40.8
million and $12.4 million, respectively.

     Net  income  for  fiscal  year  2003  was  impacted  by  a  $27.4   million
non-monetary  gain recognized in conjunction with the formation of the Texas-New
Mexico Newspapers  Partnership.  Excluding the $27.4 million  non-monetary gain,
pretax net income was $40.5 million for the year ended June 30, 2003 as compared
to $9.9 million for the prior year. In addition to the activity described in the
preceding  paragraphs,  net income was  impacted by a $1.9  million  increase in
minority  interest  expense and a $29.5  million  increase in income tax expense
(primarily  associated with the Texas-New  Mexico  Newspapers  Partnership  gain
described earlier),  of which approximately $24.2 million is related to deferred
income taxes. Our effective tax rate for fiscal year 2003 was 39.8%, as compared
to (25.1%)  in fiscal  year 2002.  The tax  benefit in fiscal  year 2002 was the
result of the recognition of previously disallowed net operating loss carryovers
due to a change in federal tax regulations.

COMPARISON OF FISCAL YEARS ENDED JUNE 30, 2002 AND 2001

     Certain  transactions  in fiscal year 2001 had a significant  impact on the
comparison of results between the years ended June 30, 2002 and 2001.

     Significant  transactions that affect  comparisons  between the years ended
June  30,  2002  and  2001  include  the  October  1,  2000  acquisition  of the
CONNECTICUT  POST,  the October 1, 2000  contribution  of the MARIN  INDEPENDENT
JOURNAL to CNP, and the October 31, 2000 purchase of the CARLSBAD CURRENT-ARGUS.
Additionally,  on January 2,  2001,  we  purchased  Kearns-Tribune,  LLC,  which
publishes THE SALT LAKE TRIBUNE and owns a 58% profit  interest in the Salt Lake
City JOA. We include the editorial expenses of THE SALT LAKE Tribune, along with
our  proportionate  share of the  results in the Salt Lake City JOA, in the line
item "Income from  Unconsolidated  JOAs."  Comparisons  were also  affected to a
lesser degree by our  acquisitions  in Lakeport,  California  and Alamogordo and
Ruidoso,  New Mexico  that were  completed  in the third and fourth  quarters of
fiscal year 2001.

     The impact of these transactions was offset in part by the October 31, 2000
sale of our Southwestern Iowa newspaper cluster,  the January 23, 2001 formation
of the DNA, after which we no longer  consolidate the results of THE DENVER POST
(the  results are now  included in the line item,  "Income  from  Unconsolidated
JOAs"), and the sale of a small newspaper in Lompoc, California.

<PAGE>
                                                                              31

REVENUES

     Revenues for the years ended June 30, 2002 and 2001 were $711.1 million and
$852.2  million,  respectively.  This  represents  a  $141.1  million,  or 16.6%
decrease. The aforementioned transactions in fiscal year 2001 had the net impact
of decreasing  reported  revenues by $120.3  million for the year ended June 30,
2002 as compared to the prior year, primarily associated with deconsolidation of
the revenues of THE DENVER POST  because of the  formation of the DNA. On a same
newspaper  basis  (adjusting  for the  aforementioned  2001  transactions),  the
following changes occurred between fiscal years 2002 and 2001.

     ADVERTISING REVENUES.  Advertising revenues decreased by 5.0% during fiscal
year 2002 as compared to the prior year.  The decrease in  advertising  revenues
was felt across all major advertising categories;  however, national advertising
and classified  advertising  experienced  the largest  percentage  declines.  In
classified advertising, auto and real estate had increases compared to the prior
year, but these  increases were offset by the decline in employment  classified.
Employment and national  advertising in particular were hit hard by the economic
slowdown  that was  experienced  throughout  the  United  States.  The events of
September 11, 2001,  also had a negative  impact on an already soft  advertising
market,  further  compounding  revenue declines in most advertising  categories.
These revenue decreases were somewhat mitigated by increases associated with new
sales  initiatives  which focused on creating new revenue  streams by attracting
new  regional  and local  advertisers  by  providing  niche  products  and other
programs specifically targeted to their needs.

     CIRCULATION  REVENUES.  Circulation  revenues  remained  flat between years
despite  small  decreases in  circulation  volumes due in part to our efforts to
improve circulation profitability in certain of our markets by increasing single
copy and home delivery prices.

     OTHER  REVENUES.  Other revenues  increased by 15.5% due principally to the
$5.1  million  increase in revenues  from our Internet  operations  for the year
ended June 30, 2002  compared to the prior year.  The increase was the result of
new revenue  initiatives and acceleration in the market  acceptance of the value
of  combined  print and  online  advertising  packages  that we  offered  to our
advertisers, particularly in the online employment and classified categories.

INCOME (LOSS) FROM UNCONSOLIDATED JOAS

     Income  (Loss) from  Unconsolidated  JOAs includes (1) our share of the net
income (or loss) from our  unconsolidated  JOA operations,  which as of June 30,
2002 included Charleston  Newspapers,  the Denver Newspaper Agency, and the Salt
Lake City JOA (2) the  amortization of subscriber  lists created by the original
purchase by us of the JOAs' interests;  and (3) editorial  costs,  miscellaneous
publishing  revenue and other charges incurred by our consolidated  subsidiaries
that are directly  attributable to providing  editorial content and news for our
newspapers  party to a JOA.  Income  (Loss) from  Unconsolidated  JOAs for years
ended June 30, 2002 and 2001 was $8.8 million and $(3.2) million,  respectively.
The $12.0  million  increase  for the year ended June 30,  2002  compared to the
prior year was the direct  result of the January 23, 2001  formation  of DNA and
the  January  2, 2001  acquisition  of our  interest  in the Salt Lake City JOA,
combined with significantly  improved year over year operating results at DNA as
the Denver JOA began  seeing the  benefits of the  advertising  revenue and cost
synergies. The results at Charleston Newspapers also improved.

COST OF SALES

     Cost of sales for the years ended June 30, 2002 and 2001 was $220.1 million
and $297.8 million,  respectively.  This  represents a $77.7 million,  or 26.1%,
decrease. The aforementioned transactions in fiscal year 2002 had the net impact
of decreasing cost of sales by $66.1 million for the year ended June 30, 2002 as
compared to the prior year, again primarily  associated with the deconsolidation
of THE DENVER POST operating results.

     Excluding the impact of the fiscal year 2001 transactions  described above,
our cost of sales in fiscal year 2002  decreased  6.0%, as compared to the prior
year.  The  majority of the decrease for the year ended June 30, 2002 was due to
substantially  lower newsprint  prices  experienced  during fiscal year 2002, as
well as lower page counts  resulting from the decline in advertising  volumes we
experienced  during the year. The lower page counts  resulted in a 4.7% decrease
in newsprint  consumption,  and related production  supplies for the fiscal year
ended  2002,  as compared to prior year.  Lower  newsprint  prices also  reduced
expenses  in fiscal  year 2002 as  compared  to fiscal  year 2001 as our average

<PAGE>
                                                                              32

price per metric ton of newsprint consumed decreased 10.0% during year 2002. Our
editorial expenses remained relatively flat for the year ended June 30, 2002, as
compared to the prior year.

SELLING, GENERAL AND ADMINISTRATIVE

     Selling,  general and  administrative  ("SG&A") expense for the years ended
June 30, 2002 and 2001 was $324.4 million and $385.8 million, respectively. This
represents a $61.4 million, or 15.9% decrease,  for the year ended June 30, 2002
as compared to the prior year. The  aforementioned  transactions  in fiscal year
2001 had the net impact of  decreasing  SG&A  expense by $60.4  million  for the
fiscal  year  ended  June 30,  2002 as  compared  to the prior  year,  primarily
associated with the deconsolidation of THE DENVER POST operating results.

     Excluding the impact of the fiscal year 2001 transactions  described above,
SG&A expense  decreased 0.3%, for the fiscal year 2002, as compared to the prior
year. The decrease in SG&A expense was in part the result of a decrease in order
solicitation  expenses  associated  with our  strategy  to  improve  circulation
profitability by reducing churn and a reduction in delivery costs as a result of
small  declines in  circulation  volume at some  newspapers.  This  strategy was
implemented  in the  third  quarter  of our  fiscal  year  2001.  Marketing  and
advertising  expenses  were down $0.8 million for the fiscal year ended June 30,
2002,  as compared to the prior year.  This decrease was primarily the result of
declines in advertising  revenues;  however, in fiscal year 2002, we implemented
new sales  initiatives and the associated  start up costs  partially  offset the
fiscal year 2002 marketing expense reductions. These initiatives and the related
start up costs  continued  into  fiscal year 2003.  In  addition,  SG&A  expense
decreased as a result of cost-cutting measures that began during the second half
of fiscal year 2001 with  additional cuts being made in the first half of fiscal
year  2002.  These  decreases  were  offset  in small  part by  increased  costs
associated with the revenue growth experienced in our Internet operations.

DEPRECIATION AND AMORTIZATION

     Depreciation and amortization expense for the years ended June 30, 2002 and
2001 was $47.5  million  and $62.6  million,  respectively.  This  represents  a
decrease  of $15.1  million,  or 24.0%,  for the year  ended June 30,  2002,  as
compared to the prior year.

     The decrease was primarily the result of a decrease in amortization expense
associated  with  our  adoption  of the  Financial  Accounting  Standards  Board
Statement No. 142, GOODWILL AND OTHER INTANGIBLE ASSETS ("SFAS No. 142") on July
1, 2001. Under the new standard,  goodwill and other indefinite life intangibles
are no longer amortized,  but instead are periodically  reviewed for impairment.
All other  intangibles  with a finite useful life continue to be amortized  over
their  remaining  useful life.  Had SFAS No. 142 been in effect  during the year
ended June 30, 2001, amortization expense would have been $14.8 million less.

INTEREST EXPENSE

     Interest  expense  for the  years  ended  June 30,  2002 and 2001 was $75.3
million and $82.2  million,  respectively.  This  represents a $6.9 million,  or
8.4%, decrease for the year ended June 30, 2002, as compared to the prior year.

     For the year ended June 30, 2002,  despite debt  paydowns of $53.7  million
throughout the year, our average debt increased by approximately  $48.6 million,
or  5.1%,  as  compared  to the  prior  year  as a  direct  result  of our  2001
acquisition  transactions in which we borrowed  $180.1 million,  net of proceeds
from newspaper sales and cash acquired.  However,  our weighted  average cost of
debt  decreased 117 basis points during this same period,  more than  offsetting
the increase in our average debt. As a result,  interest expense  decreased 8.4%
for the year ended June 30, 2002 as compared to the prior year.  The decrease in
the  weighted  average  cost of debt  would  have been  greater  except  for the
negative impact of unfavorable  interest rate hedges, which did not expire until
October  2001.  Interest  rate swap  agreements  had the  effect  of  increasing
interest rate expense for the years ended June 30, 2002 and 2001 by $2.4 million
and $0.6 million, respectively.

OTHER (INCOME) EXPENSE, NET

     Included in other  (income)  expense,  net are those costs or income  items
that are not related to ongoing operations.  Other (income) expense, net for the
years  ended  June 30,  2002 and 2001 were  $10.9  million  and  $13.2  million,
respectively.  The  decrease  was  primarily  a result of  one-time  charges for
transition team payroll and consulting fees related to the integration  planning

<PAGE>
                                                                              33

for the formation of DNA of $7.7 million, which were included in our results for
fiscal  year 2001 (an  additional  $3.0  million was charged in fiscal year 2002
related to the JOA  transition).  The decrease  associated  with DNA integration
planning  was  partially  offset by an  increase of $2.8  million in  litigation
expense associated with the acquisition of Kearns-Tribune, LLC (Salt Lake City),
$0.7 million in bank fees paid to amend our bank credit facility and a severance
charge  associated with employee  reductions at certain of our newspapers and at
corporate.  The impact of $3.0 million related to marking to market our fixed to
floating  interest  rate  derivative  instruments  entered into during the third
quarter 2002, which did not qualify for hedge accounting is also reflected here.
An additional component of other expense is the ongoing accretion of the cost to
repurchase an option held by a third party to acquire one of our newspapers. The
holder of the option can exercise  the option  beginning in January 2003 and may
hold the option until 2010.

NET INCOME

     We reported  net income for the years ended June 30, 2002 and 2001 of $12.4
million and $25.2 million, respectively.

     In addition to the year over year changes  described  above, net income was
impacted by a $16.5  million  change in income  taxes (from an expense in fiscal
year 2001 to a benefit in fiscal year 2002), and a $74.3 million gain on sale of
newspaper  properties  that was  recognized  in fiscal year 2001.  The change in
income tax expense was primarily  associated with the $74.3 million gain on sale
of newspaper properties for the year ended June 30, 2001, as well as a change in
tax regulation in fiscal year 2002,  which allowed us to recognize  deferred tax
assets  related  to a loss  carryforward  that had been  previously  disallowed.
Excluding  the $74.3  million  gain in fiscal  year 2001,  income  before  taxes
improved $44.9 million in fiscal year 2002 compared to fiscal year 2001.

LIQUIDITY AND CAPITAL RESOURCES

     Our sources of liquidity are existing cash and other working capital,  cash
flows  provided  from  operating   activities,   distributions   from  JOAs  and
partnerships  and the borrowing  capacity  under our bank credit  facility.  Our
operations, consistent with the newspaper industry, require little investment in
inventory,  as less than 30 days of newsprint is generally  maintained  on hand.
From time to time,  we increase our newsprint  inventories  in  anticipation  of
price  increases.  In the fourth  quarter of our fiscal year 2003 and continuing
into the first quarter of fiscal year 2004, we built  newsprint  inventories  to
delay  the  impact  to  us of an  announced  price  increase.  In  general,  our
receivables have been collected on a timely basis.

SIX MONTHS ENDED DECEMBER 31, 2003 COMPARED TO DECEMBER 31, 2002

     Net cash flows from operating  activities were approximately  $11.7 million
and $18.2 million,  respectively, for the six months ended December 31, 2003 and
December 31, 2002,  respectively.  The decrease was  primarily the result of the
impact of the formation of the Texas-New Mexico Newspapers Partnership,  whereby
we discontinued  consolidating  our New Mexico operations  (described  earlier).
Also,  contributing to the change was a decrease in working capital,  due to the
changes described above in revenue, cost of sales and SG&A. These decreases were
offset in part by the aforementioned fiscal year 2003 acquisitions.

     Net cash flows from  investing  activities  were  $17.9  million  and $10.8
million,  respectively, for the six months ended December 31, 2003 and 2002. The
following  items caused the majority of the change;  a $5.2 million  increase in
distributions from equity  investments,  primarily related to distributions from
the Texas-New Mexico Newspaper  Partnership  formed in March 2003; net cash used
for business  acquisitions  for the six months ended December 31, 2003 was $19.4
million  less than that of the  corresponding  period of the prior year; a $15.9
million  increase in capital  expenditures  ($14.4  million of which was for the
purchase of an  airplane);  and a $3.0 million  decrease in  distributions  from
unconsolidated  JOAs due to  prior  year's  distribution  from  the  Denver  JOA
including a distribution related to the sale of its office building.

     Net cash flows from financing  activities  were $(30.3) million and $(25.7)
million for the six months ended December 31, 2003 and 2002,  respectively.  The
activity for the six months ended  December 31, 2003 includes  $291.9 million of
net  proceeds  from  the  issuance  of  $300.0  million  of  our 6  7/8%  Senior
Subordinated Notes due 2013, which were used along with available  borrowings to
repurchase  all of our  outstanding  $300.0  million 8 3/4% Senior  Subordinated
Notes due 2009,  for  $309.4  million  (including  $9.4  million  of  repurchase
premiums)  and the  refinancing  of our bank credit  facility.  Prior year's net
paydown consisted primarily of normal borrowings and paydowns on long-term debt,
as well as net  borrowings  to  finance  our  second  quarter  fiscal  year 2003
acquisitions  in  California.  See  "LIQUIDITY AT DECEMBER 31, 2003" for further

<PAGE>
                                                                              34

discussion  of the  issuance of the $300.0  million 6 7/8%  Senior  Subordinated
Notes due 2013 and repurchase of our $300.0  million 8 3/4% Senior  Subordinated
Notes due 2009.

FISCAL YEAR ENDED JUNE 30, 2003 COMPARED TO JUNE 30, 2002

     Net cash flows from  operating  activities  were  $57.8  million  and $57.6
million  for the years  ended  June 30,  2003 and 2002,  respectively.  The $0.2
million  increase was due to an $8.4 million year over year  improvement  in net
income,  adjusted for minority  interest  and non-cash  items,  offset by a $8.2
million decrease in cash flows associated with operating assets and liabilities.
The increase in net income was primarily  the result of a $3.3 million  increase
in Adjusted EBITDA,  and an $11.0 million reduction in interest expense,  offset
by a $4.0 million  increase in cash related other (income)  expense  items.  The
change in cash outflows  associated with operating  assets and liabilities  were
the result of our build up of our newsprint inventory levels at June 30, 2003 as
compared to the prior year, and timing on receipts of accounts receivables.

     Net cash flows from  investing  activities  were  $38.2  million  and $34.4
million  for the years  ended  June 30,  2003 and 2002,  respectively.  The $3.8
million  increase was primarily  the result of a net $37.6  million  increase in
cash  flows  from  unconsolidated  JOAs,  partially  offset  by a $25.6  million
increase  in cash used for  acquisitions  (net of cash  contributed  by minority
partners),  and a net $11.9 million  associated  with fixed asset  additions and
disposals.

     Net cash flows from financing  activities  were $(94.7) million and $(97.2)
million for the years ended June 30, 2003 and 2002, respectively.  The change of
$2.5  million  was  primarily   the  result  of  a  $4.6  million   decrease  in
distributions  to minority  interest  during fiscal year 2003 as compared to the
prior year. Although operating results of CNP have improved over the prior year,
distributions  to our  minority  partners  decreased  from the prior year due to
timing. Partially offsetting the decrease in minority interest distributions was
a $2.2 million increase in our net paydowns of long-term debt during fiscal year
2003 as compared to the prior year.  Net debt  paydowns,  excluding  acquisition
borrowings in fiscal year 2003, were $84.6 million.

CAPITAL EXPENDITURES

     Capital expenditures, net of our partners' share, for fiscal year 2004 have
been  budgeted at  approximately  $22.7  million as compared to $22.5 million in
fiscal year 2003.  Our capital  expenditures  during  fiscal year 2004,  through
December 31, 2003, net of our partners' share were $25.3 million.

     Non-maintenance  expenditures  planned for fiscal 2004 include installation
of a front-end  system for the Los Angeles  Newspapers Group and new advertising
and circulation systems Company-wide. Carryover expenditures from the prior year
of $4.5 million are primarily for inserters at Alameda Newspapers Group and York
Newspaper  Company,  and the  completion  of a new  printing  plant  in  Devens,
Massachusetts  which will print  publications  for our  newspapers in Lowell and
Fitchburg,  Massachusetts.  Management will review the capital  expenditure plan
throughout the year and will modify it as required to meet our current  business
needs.  Capital expenditures related to these projects are expected to be funded
either through available cash or borrowings under our bank credit facility.

LIQUIDITY AT DECEMBER 31, 2003

     On December 30, 2003, we refinanced our former bank credit facility,  which
at the time of its  replacement  had  provided  for  borrowings  of up to $485.0
million.  Our new bank credit  facility  provides for borrowings of up to $600.0
million,  consisting of a $350.0 million  revolving credit facility and a $250.0
million "term loan B" facility. Availability under the revolving credit facility
is permanently reduced by $100.0 million in December 2008. The final maturity of
the revolving  facility is December 30, 2009, and the final maturity of the term
loan B facility is December 30, 2010. The new bank credit facility is guaranteed
by the  Company's  subsidiaries  (with  certain  exceptions).  Cash  flows  from
operations  for the next twelve  months will be impacted by scheduled  quarterly
principal  payments of $0.625 million under term loan "B" of our new bank credit
facility,  which we intend to pay from  operating  cash flows.  At December  31,
2003, the balance  outstanding  under the revolving credit portion of our credit
agreement and term loan "B" was $123.2 million and $250.0 million, respectively.
As of December 31, 2003, we had $221.1 million  available for future  borrowings
under the revolver portion of our new bank credit facility,  net of $5.7 million
in outstanding letters of credit. See the discussion of our sale of unregistered
notes below.

<PAGE>
                                                                              35

     On January 26, 2004, we completed the sale of our  unregistered  notes in a
private  placement.  We intend to use the net proceeds of the offering  together
with  cash on  hand  and  borrowings  under  the new  bank  credit  facility  to
repurchase  (by tender offer,  in the open market or  otherwise)  or redeem,  no
later than  August 1, 2004,  all of our  outstanding  $200.0  million  aggregate
principal  amount 8 5/8% Senior  Subordinated  Notes due 2011 ("8 5/8%  Notes").
Pending such repurchase or redemption, we used the net proceeds of that offering
to reduce our  borrowings  under the  revolving  credit  portion of our new bank
credit  facility to zero. As a result,  we are currently  accumulating  cash. We
expect to use the accumulated cash in the future to fund the repurchase of our 8
5/8% Notes, and for other general corporate purposes.

     In January 1998, we entered into an option  agreement in  association  with
the  acquisition  financing  related to the LOS ANGELES  DAILY NEWS.  The option
entitles  the holder to purchase the assets used in the  publication  of the LOS
ANGELES DAILY NEWS, which the option holder can exercise or put to us based on a
predetermined  formula  anytime  after January 31, 2003.  The option  repurchase
price is currently valued at approximately  $16.0 million,  and is recorded as a
component  of other  long-term  liabilities.  If the  option  were put to us, we
expect  to fund the  payment  with  available  borrowings  from our bank  credit
facility.  As a  result,  in  accordance  with  SFAS No.  6,  CLASSIFICATION  OF
SHORT-TERM  OBLIGATIONS  EXPECTED TO BE REFINANCED,  the option repurchase price
remains classified in our balance sheet as long-term.

     We have been considering various strategic  alternatives for our investment
in Charleston Newspapers,  including the sale of our ownership interest or other
transactions  that  would  increase  or  decrease  our  ownership  interest.  We
currently  anticipate  entering into a transaction  in the fourth quarter of our
2004 fiscal year that would reduce our ownership interest in this JOA.

     We have a call/put  agreement under which our wholly-owned  subsidiary York
Newspapers,  Inc. ("YNI") can purchase our minority partner's, York Daily Record
Inc. ("YDR"),  42.5% interest in York Newspaper Company ("YNC"),  or YDR can put
its  interest  in YNC to YNI.  The base call and put price is $32.0  million and
$25.0 million,  respectively,  and is adjusted  annually based on changes in the
consumer price index (not to exceed 2.5%). The call option became exercisable on
January 1, 2004 and expires on January 1, 2005.  The put may be exercised at any
time after the  expiration  of the call  through  June 30,  2008.  We  currently
anticipate  exercising  our option to call YDR's  interest  in YNC in the fourth
quarter of our 2004 fiscal year.  We intend to finance the  purchase  price with
cash on hand. We expect that such exercise will not result in an increase in our
leverage ratio. No amounts are recorded in our financial  statements  related to
this call/put agreement.

     The Denver Post Shareholder  Agreement provides Media General and us with a
put and a call  option,  respectively,  on Media  General's  20% interest in The
Denver Post  Corporation.  Media  General's  put is  currently  exercisable  and
expires June 30, 2004.  Our call option can be exercised  beginning July 1, 2004
and expires  June 30, 2005.  The price of the put and call,  if or when they are
exercised,  is based on the  appraised  fair  market  value of the  Denver  Post
Corporation,  less Permitted  Debt of The Denver Post  Corporation as defined in
the Denver Post Shareholder Agreement. We have one year to close on the purchase
from the date of any put  notice.  No  amounts  are  recorded  in our  financial
statements  related to the put or call option.  Media  General has not exercised
its put, and we are currently  evaluating our option to call Media General's 20%
interest in The Denver Post Corporation  once it becomes  exercisable on July 1,
2004.

     Our ability to service our debt,  fund planned  capital  expenditures,  and
repurchase or refinance our indebtedness  will depend on our ability to generate
operating cash flows in the future. Based on our current level of operations, we
believe our cash flow from operations,  available cash and available  borrowings
under our bank credit  facility  will be  adequate to meet our future  liquidity
needs for at least the next twelve months.

     We do not expect that our defined  benefit  pension  plans will require any
significant cash contributions in fiscal year 2004, despite the decrease related
to pension assets experienced in fiscal year 2003. We estimate  contributions to
be made in fiscal year 2004 will be $0.3 million.

     We may,  from  time to  time,  consider  strategic  or  targeted  newspaper
acquisitions  and  dispositions,  which  individually or in the aggregate may be
material.  In the event an acquisition  opportunity is identified,  we expect we
would be able to arrange financing on terms and conditions satisfactory to us to
the extent current resources are insufficient.


<PAGE>
                                                                              36

DISTRIBUTIONS FROM PARTNERSHIPS

     Set  forth  below  is  a  description   of  the  ownership   structure  and
earnings-distribution  mechanism of each of our JOAs, as well as the CNP and the
Texas-New Mexico Newspapers Partnership:

     o    Through our wholly-owned subsidiary, Kearns-Tribune, LLC, we own a 50%
          interest in the Salt Lake City JOA.  Under the  agreement,  58% of the
          Salt Lake City JOA's net income,  less  working  capital  required and
          subject to minor adjustments, is apportioned to Kearns-Tribune, LLC on
          a monthly basis and is distributed (generally) weekly.

     o    Through our wholly-owned subsidiary,  York Newspapers,  Inc., we own a
          57.5%  partnership  interest  in the  York  Newspaper  Company,  which
          operates in York, Pennsylvania pursuant to a JOA agreement.  Under the
          agreement,  the York Newspaper  Company is required to distribute,  at
          least  monthly,  57.5%  of  its  net  cash  from  operations  to  York
          Newspapers, Inc.

     o    Through our wholly-owned subsidiary, Charleston Publishing Company, we
          are party to a JOA with the Daily Gazette Company to publish two daily
          newspapers  and one Sunday  newspaper in  Charleston,  West  Virginia.
          Pursuant to the JOA agreement, 50% of all funds received by the JOA in
          excess of its expenses must be  distributed  to Charleston  Publishing
          Company  on a  quarterly  basis.  We  have  been  considering  various
          strategic  alternatives for our investment in this JOA,  including the
          sale of our  ownership  interest  or  other  transactions  that  would
          increase or decrease our ownership interest.  We currently  anticipate
          entering into a transaction  in the fourth  quarter of our 2004 fiscal
          year that would reduce our ownership interest in this JOA.

     o    Our 80% owned subsidiary, The Denver Post Corporation, owns 50% of The
          Denver  Newspaper  Agency,  LLP. Under the Denver Newspaper Agency JOA
          agreement,  the  partnership  is  required  to  distribute  50% of its
          monthly  earnings (and other funds available for  distribution),  less
          working  capital  required  by the  partnership,  to The  Denver  Post
          Corporation.

     o    Through our wholly-owned subsidiary,  West Coast MediaNews LLC, we own
          a 54.23% interest in the California Newspapers Partnership.  Under the
          terms  of the  partnership  agreement,  we  are  entitled  to  monthly
          distributions  of  the  partnership's  excess  earnings  less  working
          capital required in proportion to our partnership interest.

     o    Through our wholly-owned  subsidiary,  New Mexico-Texas MediaNews LLC,
          we  own  a  33.8%   interest  in  the  Texas-New   Mexico   Newspapers
          Partnership.  Pursuant to the partnership  agreement,  the partnership
          management  committee of the  partnership is required to determine the
          amount of earnings  (before  depreciation  and  amortization) or other
          partnership  funds  available  for  distribution  for each  accounting
          period and distribute  (generally  monthly) 33.8% of such funds to New
          Mexico-Texas MediaNews LLC.

OFF-BALANCE SHEET ARRANGEMENTS

     Our share of long-term debt in unconsolidated  JOAs was approximately  $4.2
million and $5.0 million at June 30, 2003 and December 31, 2003, respectively.

     Through our  wholly-owned  subsidiary,  Kearns-Tribune,  LLC, we own a 6.0%
interest in Ponderay Newsprint Company ("Ponderay") and are also guarantors on a
several basis of 6.0% of up to $125.0 million Ponderay's credit facility,  which
is due April 12, 2006. The guarantee could be triggered by Ponderay's failure to
meet any or all of its bank  covenants  at which time we could be liable for our
portion or 6.0% of the guarantee.  Our share of the guarantee was  approximately
$6.8  million  and  $5.9  million  at June  30,  2003  and  December  31,  2003,
respectively, which is not recorded in our financial statements.

<PAGE>
                                                                              37

CONTRACTUAL OBLIGATIONS

     The following table  represents our contractual  obligations as of June 30,
2003:

<TABLE>
<CAPTION>
                                                              LESS THAN                         MORE THAN
                                                   TOTAL        1 YEAR   1-3 YEARS  3-5 YEARS    5 YEARS
                                                ----------    ---------  ---------  ---------   ---------
                                                                       (DOLLARS IN THOUSANDS)
     <S>                                       <C>           <C>        <C>        <C>         <C>
     Long-Term Debt.........................   $  897,540    $   2,990  $ 263,927  $ 122,623   $ 508,000
     Capital Lease Obligations, Net of
       Imputed Interest.....................        7,014          181        409        499       5,925
     Operating Leases.......................       21,452        4,968      8,120      5,832       2,532
     Purchase Obligations<F1>...............      167,319       37,368     56,691     49,510      23,750
     Other Long-Term Liabilities Reflected
       on the Balance Sheet under GAAP<F2>..       34,605          658     11,452      2,060      20,435
                                                ---------    ---------  ---------  ---------   ---------
     Total..................................   $1,127,930    $  46,165  $ 340,599  $ 180,524   $ 560,642
                                               ==========    =========  =========  =========   =========

     The above table and related  discussion  below do not reflect any financing
transactions  that  occurred  subsequent  to  June  30,  2003,  including  those
described  under  "Liquidity and Capital  Resources -- Liquidity at December 31,
2003" and Note 6: Long-Term Debt and Note 14:  Subsequent Events of the notes to
our consolidated financial statements.

     In addition, on December 31, 2003, we entered into an agreement to purchase
60,000  metric tons of newsprint  over the next three years (a minimum of 20,000
metric tons per year) at an agreed upon adjusted index price in conjunction with
the  settlement  of a lawsuit with one of our  newsprint  vendors (as more fully
described  in Note 11:  Contingent  Matters,  of the  notes to our  consolidated
financial statements). The table above does not reflect this agreement.

----------
<FN>
<F1> Purchase  obligations  primarily include commitments to purchase newsprint.
     One of our  newsprint  contracts  requires  us to purchase  newsprint  at a
     floating  price based on RISI (Resource  Information  Systems,  Inc.).  For
     purposes of this disclosure we used the RISI price as of August 2003. It is
     difficult to predict the price of newsprint over the term of the contract.

<F2> Reflected on the balance sheet in Other  Long-Term  Liabilities at June 30,
     2003 is $14.9 million related to the amount accrued to repurchase an option
     held by a third party to purchase the assets used in the publication of one
     of our newspaper  properties.  At December 31, 2003, the amount accrued was
     approximately $16.0 million. The option is exercisable beginning in January
     2003; however it is included in Other Long-Term  Liabilities because if the
     option  is put to  us,  we  expect  to  fund  the  payment  with  available
     borrowings from our bank credit facility.
</FN>
</TABLE>

     Our contractual obligations did not materially change from June 30, 2003 to
December 31, 2003,  except for the long-term debt  transactions  described under
"Liquidity and Capital  Resources -- Liquidity"  and Note 6: Long-Term  Debt, of
the notes to our  consolidated  financial  statements and a newsprint  agreement
entered into in  conjunction  with the  settlement  of a lawsuit with one of our
newsprint vendors, described in Note 11: Contingent Matters, of the notes to our
consolidated financial statements.

NEAR TERM OUTLOOK

NEWSPRINT PRICES

     During the last eighteen  months,  newsprint  suppliers have announced four
price increases  totaling $200 per metric ton,  including an increase of $50 per
metric ton announced in January to be effective February 1, 2004. However,  only
$85 of the announced increases have been implemented to date. Whether any or all
or a portion of the January 2004  increase  will be  implemented  is  uncertain;
however,  we are  not  currently  paying  any of the  increase.  North  American
newsprint  suppliers  continue to take downtime and close  newsprint mills in an
attempt to more  closely  match  supply with the demand.  The January  2004 RISI
(Resource Information Systems, Inc.) price index for 30 pound newsprint was $515
per metric ton compared to $465 in January 2003.

<PAGE>
                                                                              38

RECENTLY ISSUED ACCOUNTING STANDARDS

     See Note 2: Significant  Accounting  Policies and Other Matters -- Recently
Issued  Accounting  Standards,  of  the  notes  to  our  consolidated  financial
statements.

QUANTITATIVE AND QUALITATIVE DISCLOSURE OF MARKET RISK

DEBT AND RELATED INTEREST RATE SWAPS

     We are  exposed to market  risk  arising  from  changes in  interest  rates
associated with our bank debt, which at December 31, 2003 included our bank term
loan and bank credit facility.

     The following  table provides  information  about our derivative  financial
instruments  and other  financial  instruments  that are sensitive to changes in
interest rates. For debt  obligations,  the table presents  principal cash flows
and  related  weighted-average   interest  rates  by  expected  maturity  dates.
Weighted-average  variable  rates are based on implied  forward rates as derived
from  appropriate  annual spot rate  observations  as of the reporting date. For
interest rate swaps, the table presents  notional  amounts and  weighted-average
interest  rates by  contractual  maturity  dates.  Notional  amounts are used to
calculate the contractual cash flows to be exchanged under the contract.

     We  entered  into  these  swaps in  order  to  mitigate  the  effects  of a
protracted  and slow economic  recovery and to take advantage of the current low
interest rates available under a variable rate instrument. The amounts reflected
in the following  table  represent the interest rate swaps that we are committed
to as of December 31, 2003, all of which expire either in January or July 2004.

<TABLE>
<CAPTION>

                                           INTEREST RATE SENSITIVITY
                               PRINCIPAL OR NOTIONAL AMOUNT BY EXPECTED MATURITY
                                         AVERAGE INTEREST OR SWAP RATE
                                                                                                                  FAIR VALUE
                                                  YEARS ENDED JUNE 30,                                              2003
                                 -------------------------------------------------------                         (LIABILITY)
                                    2004<F2>     2005       2006        2007       2008     THEREAFTER    TOTAL      ASSET
                                 ----------   ---------   --------   ---------   -------   ------------ -------- -------------
    <S>                           <C>         <C>         <C>        <C>         <C>        <C>         <C>         <C>
                                                                  (DOLLARS IN THOUSANDS)
    Long-Term Debt
      including Current
      Portion
    Fixed Rate.................   $     --    $     --    $    --    $     --    $    --    $  496,775  $496,775    $(522,400)
    Average Interest Rate......      5.29%       5.29%      5.29%       5.29%      5.29%         5.29%
    Variable Rate..............   $  1,250    $  2,500    $ 2,500    $  2,500    $ 2,500    $  361,950  $373,200    $(373,200)
    Average Interest Rate......      3.08%       3.08%      3.08%       3.08%      3.08%         3.08%
                                                                                                        -----------
    Total......................                                                                         $869,975<F1>
    INTEREST RATE
      DERIVATIVE FINANCIAL
      INSTRUMENTS RELATED
      TO DEBT
    Interest Rate Swaps on
      Fixed Rate Debt
      Notional Amount..........   $150,000    $     --    $    --    $     --    $    --    $       --  $150,000    $   1,199
    Average Pay Rate...........      1.17%
    Average Receive Rate.......      3.55%

     The table above and related  discussion  below do not reflect the financing
transaction  that  occurred  subsequent  to December  31, 2003  described  under
"Liquidity and Capital  Resources - Liquidity at December 31, 2003" and Note 14:
Subsequent Events, of the notes to our consolidated financial statements.

----------

<FN>
<F1> The long-term debt (including  current  portion) of $870.0 million from the
     Market Risk table above differs from total long-term debt of $904.5 million
     reported  in  Note  6:  Long-Term  Debt of the  notes  to the  consolidated
     financial  statements due to $29.8 million related to various notes payable
     due through  2013 and York  Newspaper  Company  debt of $4.7  million.  The
     Market Risk table above  excludes these  long-term  obligations as we could
     not practicably estimate fair value due to the lack of quoted market prices
     for these types of instruments and our inability to estimate the fair value
     without incurring the excessive costs of obtaining an appraisal.

<F2> The June 30, 2004 amount  represents only the amount due for the six months
     then ended.
</FN>
</TABLE>

<PAGE>
                                                                              39

RECONCILIATION OF GAAP AND NON-GAAP FINANCIAL INFORMATION

     The following tables have been provided to reconcile the Non-GAAP financial
information  (Adjusted EBITDA and Pro-Rata  Consolidated  Income Statement Data)
presented in the "Prospectus Summary," "Selected  Consolidated  Financial Data,"
and "Management's  Discussion and Analysis of Financial Condition and Results of
Operations"  sections of this prospectus to their most directly  comparable GAAP
measures (Cash Flows from Operating Activities and GAAP Income Statement Data).

RECONCILIATION  OF CASH  FLOWS  FROM  OPERATING  ACTIVITIES  (GAAP  MEASURE)  TO
ADJUSTED EBITDA (NON-GAAP MEASURE).

<TABLE>
<CAPTION>

                                                                                                             SIX MONTHS ENDED
                                                                 YEARS ENDED JUNE 30,                          DECEMBER 31,
                                              ---------------------------------------------------------    ---------------------
                                                 1999        2000        2001        2002        2003        2002        2003
                                              ---------   ---------   ---------   ---------   ---------    ---------  ----------
<S>                                           <C>         <C>         <C>         <C>         <C>          <C>        <C>
                                                                             (DOLLARS IN THOUSANDS)
 NON-GAAP FINANCIAL DATA<F1>
 Cash Flows from Operating Activities (GAAP
   measure).................................. $  61,891   $  96,404   $  43,678   $  57,592   $  57,838    $  18,182  $  11,721
 Net Change in Operating Assets and
   Liabilities...............................    26,084      13,532      25,504         459       8,619       24,180     26,470
 Interest Expense............................    56,765      75,758      82,241      75,302      64,252       33,470     28,088
 Bad Debt Expense............................    (7,559)    (10,859)    (10,916)    (10,213)     (9,632)      (4,765)    (4,154)
 Pension Income (Expense), Net of Cash
   Contributions.............................       606       2,802       5,948      (1,172)        (31)         (73)      (549)
 Direct Costs of the Unconsolidated JOAs,
   Incurred Outside of the Unconsolidated
   JOAs<F2>..................................       383         514      16,403      43,211      43,411       21,624     23,195
 Net Cash Related to Other (Income), Expense.    (3,900)      7,470       5,733       1,505       5,490          150        328
                                              ----------  ---------   ---------   ---------   ---------    ---------  ---------
 Adjusted EBITDA.............................   134,270     185,621     168,591     166,684     169,947       92,768     85,099
 Minority Interest in Adjusted EBITDA........   (14,939)    (44,298)    (45,647)    (45,946)    (49,089)     (26,237)   (26,626)
 Combined Adjusted EBITDA of Unconsolidated
   JOAs......................................     3,144       4,725      14,205      36,006      40,371       22,268     24,363
 Distributions from Texas-New Mexico
   Newspapers Partnership<F3>................        --          --          --          --       2,896           --      4,696
                                              ---------   ---------   ---------   ---------   ---------    ---------  ---------
 Adjusted EBITDA Available to Company........ $ 122,475   $ 146,048   $ 137,149   $ 156,744   $ 164,125    $  88,799  $  87,532
                                              =========   =========   =========   =========   =========    =========  =========
----------
<FN>
<F1> NON-GAAP  FINANCIAL DATA.  Adjusted EBITDA and Adjusted EBITDA Available to
     Company are not measures of performance  recognized under GAAP. However, we
     believe that they are indicators and measurements of our leverage  capacity
     and debt service ability.  Adjusted EBITDA and Adjusted EBITDA Available to
     Company   should  not  be   considered   as  an   alternative   to  measure
     profitability,  liquidity, or performance, nor should they be considered an
     alternative to net income, cash flows generated by operating,  investing or
     financing  activities,  or other financial  statement data presented in our
     consolidated  financial  statements.   Adjusted  EBITDA  is  calculated  by
     deducting  cost of sales and SG&A  expense  from total  revenues.  Adjusted
     EBITDA Available to Company is calculated by: (i) reducing  Adjusted EBITDA
     by the  minorities'  interest in the  Adjusted  EBITDA  generated  from the
     California  Newspapers  Partnership,  York Newspaper Company and The Denver
     Post  Corporation,  our less  than  100%  owned  consolidated  subsidiaries
     ("Minority  Interest in Adjusted EBITDA");  (ii) increasing Adjusted EBITDA
     by our combined proportionate share of the Adjusted EBITDA generated by our
     unconsolidated  JOAs in Denver,  Salt Lake City and  Charleston  ("Combined
     Adjusted EBITDA of  Unconsolidated  JOAs");  and (iii) increasing  Adjusted
     EBITDA by Distributions  from the Texas-New Mexico  Newspapers  Partnership
     (see footnote (c)).

<F2> DIRECT COSTS OF  UNCONSOLIDATED  JOAS.  Direct Costs of the  Unconsolidated
     JOAs,  Incurred Outside of the  Unconsolidated  JOAs includes the editorial
     costs, publishing related revenues,  depreciation,  amortization, and other
     direct costs incurred outside of the JOAs by our consolidated  subsidiaries
     associated with THE SALT LAKE TRIBUNE,  THE DENVER POST, and the CHARLESTON
     DAILY MAIL.  See Note 3: Joint  Operating  Agencies in the footnotes to our
     consolidated  financial  statements for further description and analysis of
     this adjustment.

<F3> THE  TEXAS-NEW  MEXICO   NEWSPAPERS   PARTNERSHIP.   The  Texas-New  Mexico
     Newspapers  Partnership  agreement,  effective March 3, 2003,  requires the
     partnership  to make  monthly  distributions  equal to the  earnings of the
     partnership   before   depreciation   and  amortization   (EBITDA).   These
     distributions  have been included in Adjusted EBITDA  Available to Company,
     as they are an integral part of our cash flows from operations.
</FN>
</TABLE>
<PAGE>
                                                                              40

RECONCILIATION  OF CASH  FLOWS  FROM  OPERATING  ACTIVITIES  (GAAP  MEASURE)  TO
ADJUSTED EBITDA PRESENTED ON A PRO-RATA CONSOLIDATED BASIS (NON-GAAP MEASURE).

<TABLE>
<CAPTION>

                                                                                                  SIX MONTHS ENDED
                                                                  YEARS ENDED JUNE 30,              DECEMBER 31,
                                                          ---------------------------------    ---------------------
                                                              2001        2002        2003        2002        2003
                                                          ---------    --------    --------    --------    ---------
                                                                                (DOLLARS IN THOUSANDS)
              <S>                                          <C>         <C>         <C>         <C>         <C>
              NON-GAAP FINANCIAL DATA<F1>
              Cash Flows from Operating Activities
                (GAAP  measure)..........................  $ 43,678    $ 57,592    $ 57,838    $ 18,182    $ 11,721
              Net Change in Operating Assets and
                Liabilities..............................    25,504         459       8,619      24,180      26,470
              Interest Expense...........................    82,241      75,302      64,252      33,470      28,088
              Bad Debt Expense...........................   (10,916)    (10,213)     (9,632)     (4,765)     (4,154)
              Pension Income (Expense), Net of Cash
                Contributions............................     5,948      (1,172)        (31)        (73)       (549)
              Net Cash Related to Other (Income), Expense     5,733       1,505       5,490         150         328
              Combined Adjusted EBITDA of Unconsolidated
                JOAs<F2>.................................    14,205      36,006      40,371      22,268      24,363
              Direct Costs of the Unconsolidated JOAs,
                Incurred Outside of the JOAs<F3>.........    16,403      43,211      43,411      21,624      23,195
              Minority Interest in Adjusted EBITDA of
                York Newspaper Company<F4>...............    (7,876)     (7,732)     (8,044)     (4,145)     (4,320)
                                                           --------    --------    --------    --------    --------
              Adjusted EBITDA............................   174,920     194,958     202,274     110,891     105,142
              Minority Interest in Adjusted EBITDA.......   (37,771)    (38,214)    (41,045)    (22,092)    (22,306)
              Distributions from Texas-New Mexico
                Newspapers Partnership...................        --          --       2,896          --       4,696
                                                           --------    --------    --------    --------    --------
              Adjusted EBITDA Available to Company.......  $137,149    $156,744    $164,125    $ 88,799    $ 87,532
                                                           ========    ========    ========    ========    ========
----------
<FN>
<F1> NON-GAAP  FINANCIAL DATA.  Adjusted EBITDA and Adjusted EBITDA Available to
     Company are not measures of performance  recognized under GAAP. However, we
     believe that they are indicators and measurements of our leverage  capacity
     and debt service ability.  Adjusted EBITDA and Adjusted EBITDA Available to
     Company   should  not  be   considered   as  an   alternative   to  measure
     profitability,  liquidity, or performance, nor should they be considered an
     alternative to net income, cash flows generated by operating,  investing or
     financing  activities,  or other financial  statement data presented in our
     consolidated  financial  statements.   Adjusted  EBITDA  is  calculated  by
     deducting  cost of sales and SG&A  expense  from total  revenues.  Adjusted
     EBITDA Available to Company is calculated by: (i) reducing  Adjusted EBITDA
     by the  minorities'  interest in the  Adjusted  EBITDA  generated  from the
     California Newspapers Partnership and The Denver Post Corporation, our less
     than 100% owned consolidated  subsidiaries  ("Minority Interest in Adjusted
     EBITDA") and (ii)  increasing  Adjusted  EBITDA by  Distributions  from the
     Texas-New Mexico Newspapers  Partnership.  Note that pro-rata consolidation
     already takes into account our share of the results from our unconsolidated
     JOAs and factors out the minority  interest  associated with York Newspaper
     Company.

<F2> COMBINED ADJUSTED EBITDA OF UNCONSOLIDATED  JOAS.  Combined Adjusted EBITDA
     of Unconsolidated JOAs is calculated as total revenues,  less cost of sales
     and SG&A expense from the  Unconsolidated  JOAs Pro-Rata  Adjustment column
     presented that follows under "--  Reconciliation  of Income  Statement Data
     presented  on a historical  GAAP basis to Non-GAAP  Income  Statement  Data
     presented on a pro-rata consolidation basis."

<F3> DIRECT COSTS OF  UNCONSOLIDATED  JOAS.  Direct Costs of the  Unconsolidated
     JOAs,  Incurred Outside of the  Unconsolidated  JOAs includes the editorial
     costs, publishing related revenues,  depreciation,  amortization, and other
     direct costs incurred outside of the JOAs by our consolidated  subsidiaries
     associated with The Salt Lake Tribune,  The Denver Post, and the Charleston
     Daily Mail.  See Note 3: Joint  Operating  Agencies in the footnotes to our
     consolidated  financial  statements for further description and analysis of
     this adjustment.

<F4> MINORITY  INTEREST IN ADJUSTED EBITDA OF YORK NEWSPAPER  COMPANY.  Minority
     Interest in Adjusted  EBITDA of York  Newspaper  Company is  calculated  as
     total revenues,  less cost of sales and SG&A expense from the Adjustment to
     Eliminate 42.5% Minority Interest in York JOA column presented that follows
     under "-- Reconciliation of Income Statement Data presented on a historical
     GAAP  basis to  Non-GAAP  Income  Statement  Data  presented  on a pro-rata
     consolidation basis."

</FN>
</TABLE>
<PAGE>
                                                                              41

RECONCILIATION  OF INCOME STATEMENT DATA PRESENTED ON A HISTORICAL GAAP BASIS TO
NON-GAAP INCOME STATEMENT DATA PRESENTED ON A PRO-RATA CONSOLIDATION BASIS.

     See  footnotes  (1)  and  (2) at the  end of  these  reconciliations  for a
description of the adjustments  made. See footnote (a) on the preceding page for
a description of our method of calculating Adjusted EBITDA. All amounts shown in
the following reconciliations are in thousands.


<TABLE>
<CAPTION>

                                                                            YEAR ENDED JUNE 30, 2003
                                                        --------------------------------------------------------------
                                                                      ADJUSTMENT TO
                                                                      ELIMINATE 42.5%
                                                        AS            MINORITY          UNCONSOLIDATED   AS PRESENTED
                                                        PRESENTED     INTEREST IN       JOAS PRO-RATA    ON A PRO-RATA
                                                        UNDER GAAP    YORK JOA<F1>      ADJUSTMENT<F2>   BASIS
                                                        -----------   ---------------   --------------   -------------
          <S>                                           <C>           <C>               <C>              <C>
          Total Revenues............................    $   738,598   $    (17,584)     $    304,457     $   1,025,471

          Income from Unconsolidated JOAs...........         25,227             --           (25,227)               --

          Cost of Sales.............................        221,888         (3,542)          124,666           343,012
          Selling, General and Administrative.......        346,763         (5,998)          139,420           480,185
          Depreciation and Amortization.............         40,553           (526)           15,814            55,841
          Interest Expense..........................         64,252           (106)              345            64,491
          Other (Income) Expense, Net...............         19,534           (207)           (1,015)           18,312
                                                        -----------   ------------      ------------     -------------
            Total Costs and Expenses................        692,990        (10,379)          279,230           961,841

          Gain on Sale of Newspaper Properties......         27,399             --                --            27,399

          Minority Interest.........................        (34,088)         7,204                --           (26,884)

          Net Income................................         40,828             --                --            40,828

          Adjusted EBITDA...........................    $   169,947   $     (8,044)     $     40,371     $     202,274

</TABLE>
<TABLE>
<CAPTION>

                                                                           YEAR ENDED JUNE 30, 2002
                                                        --------------------------------------------------------------
                                                                        ADJUSTMENT TO
                                                                          ELIMINATE
                                                                       42.5% MINORITY   UNCONSOLIDATED    AS PRESENTED
                                                        AS PRESENTED     INTEREST IN     JOAS PRO-RATA    ON A PRO-RATA
                                                         UNDER GAAP      YORK JOA<F1>    ADJUSTMENT<F2>       BASIS
                                                        ------------  ---------------   --------------   --------------
          <S>                                           <C>             <C>              <C>              <C>
          Total Revenues...........................     $  711,130      $    (17,252)    $   298,902      $    992,780

          Income from Unconsolidated JOAs..........          8,770               --           (8,770)               --

          Cost of Sales............................        220,082            (3,730)        133,929           350,281
          Selling, General and Administrative......        324,364            (5,790)        128,967           447,541
          Depreciation and Amortization............         47,545              (575)         17,750            64,720
          Interest Expense.........................         75,302              (149)            364            75,517
          Other (Income) Expense, Net..............         10,941               (69)          9,124            19,996
                                                        ----------      ------------     -----------     -------------
            Total Costs and Expenses...............        678,234           (10,313)        290,134           958,055

          Minority Interest........................        (32,218)            6,940              --           (25,278)

          Net Income...............................         12,365               --               --            12,365

          Adjusted EBITDA..........................     $  166,684      $     (7,732)    $    36,006      $    194,958
</TABLE>
<PAGE>
                                                                              42
<TABLE>
<CAPTION>

                                                                           YEAR ENDED JUNE 30, 2001
                                                       ----------------------------------------------------------------
                                                                       ADJUSTMENT TO
                                                                      ELIMINATE 42.5%
                                                                          MINORITY      UNCONSOLIDATED    AS PRESENTED
                                                       AS PRESENTED     INTEREST IN      JOAS PRO-RATA    ON A PRO-RATA
                                                        UNDER GAAP      YORK JOA<F1>     ADJUSTMENT<F2>       BASIS
                                                       ------------   ---------------   --------------    -------------
          <S>                                          <C>            <C>               <C>               <C>
          Total Revenues............................   $   852,180    $    (18,654)     $    145,403      $     978,929

          Income from Unconsolidated JOAs...........        (3,202)             --             3,202                --

          Cost of Sales.............................       297,825          (4,039)           72,723           366,509
          Selling, General and Administrative.......       385,764          (6,739)           58,475           437,500
          Depreciation and Amortization.............        62,593            (491)           10,788            72,890
          Interest Expense..........................        82,241            (244)              164            82,161
          Other (Income) Expense, Net...............       13,200              (41)            6,455            19,614
                                                       -----------    -------------     ------------      ------------
            Total Costs and Expenses................       841,623         (11,554)          148,605           978,674

          Gain on Sale of Newspaper Properties......        74,255              --                --            74,255

          Minority Interest.........................       (40,927)          7,100                --            (33,827)

          Net Income................................        25,227              --                --            25,227

          Adjusted EBITDA...........................   $   168,591    $     (7,876)     $     14,205     $     174,920
</TABLE>

<TABLE>
<CAPTION>
                                                                     SIX MONTHS ENDED DECEMBER 31, 2003
                                                      -----------------------------------------------------------------
                                                                      ADJUSTMENT TO
                                                                     ELIMINATE 42.5%
                                                                         MINORITY      UNCONSOLIDATED    AS PRESENTED
                                                      AS PRESENTED     INTEREST IN      JOAS PRO-RATA    ON A PRO-RATA
                                                       UNDER GAAP      YORK JOA<F1>      ADJUSTMENT<F2>        BASIS
                                                      ------------   ---------------   --------------    --------------
           <S>                                        <C>            <C>               <C>               <C>
           Total Revenues.........................    $   380,716    $     (9,479)     $    158,804      $     530,041

           Income from Unconsolidated JOAs........         15,743              --           (15,743)                --

           Cost of Sales..........................        117,202          (1,970)           63,320            178,552
           Selling, General and Administrative....        178,415          (3,189)           71,121            246,347
           Depreciation and Amortization..........         20,050            (208)            7,679             27,521
           Interest Expense.......................         28,088             (48)              150             28,190
           Other (Income) Expense, Net............         14,228             (49)              791             14,970
                                                      -----------     -------------     ------------     -------------
             Total Costs and Expenses.............        357,983          (5,464)          143,061            495,580

           Minority Interest......................        (19,888)          4,015                --            (15,873)

           Net Income.............................         14,294              --                --             14,294

           Adjusted EBITDA........................    $    85,099     $    (4,320)     $     24,363      $     105,142
</TABLE>

<PAGE>
                                                                              43
<TABLE>
<CAPTION>
                                                                     SIX MONTHS ENDED DECEMBER 31, 2002
                                                      -----------------------------------------------------------------
                                                                      ADJUSTMENT TO
                                                                     ELIMINATE 42.5%
                                                                         MINORITY      UNCONSOLIDATED    AS PRESENTED
                                                      AS PRESENTED     INTEREST IN      JOAS PRO-RATA    ON A PRO-RATA
                                                       UNDER GAAP      YORK JOA<F1>      ADJUSTMENT<F2>        BASIS
                                                      ------------   ---------------   --------------    --------------
           <S>                                        <C>            <C>               <C>               <C>
           Total Revenues.........................    $  374,341     $     (8,889)     $    155,282      $     520,734

           Income from Unconsolidated JOAs........        15,139               --           (15,139)                --

           Cost of Sales..........................       109,567           (1,772)           62,940            170,735
           Selling, General and Administrative....       172,006           (2,972)           70,074            239,108
           Depreciation and Amortization..........        21,276             (273)            8,074             29,077
           Interest Expense.......................        33,470              (54)              172             33,588
           Other (Income) Expense, Net............         1,681              (39)           (1,117)               525
                                                      ----------     ------------      ------------      -------------
             Total Costs and Expenses.............       338,000           (5,110)          140,143            473,033

           Minority Interest......................       (20,277)           3,779                --            (16,498)

           Net Income.............................        19,302              --                 --             19,302

           Adjusted EBITDA........................    $   92,768     $     (4,145)     $     22,268      $     110,891

----------
<FN>
<F1> ADJUSTMENT TO ELIMINATE 42.5% MINORITY INTEREST IN YORK JOA. Eliminates the
     York  Newspaper  Company  JOA  minority  partner's  42.5%  share  from  the
     individual  line items with a  corresponding  adjustment  to GAAP  minority
     interest.  The difference between the minority interest adjustment provided
     in the  reconciliation  of  Cash  Flows  from  Operating  Activities  (GAAP
     measure) to Adjusted  EBITDA  presented  on a pro-rata  consolidated  basis
     (non-GAAP  measure) and the pro-rata minority interest  adjustment above is
     that certain items  (Depreciation  and  Amortization,  Interest Expense and
     Other  (Income)  Expense,  Net) are  excluded  from  Minority  Interest  in
     Adjusted EBITDA.

<F2> UNCONSOLIDATED  JOAS  PRO-RATA  ADJUSTMENT.   The  adjustment  to  pro-rata
     consolidate our unconsolidated JOAs includes our proportionate  share, on a
     line item basis of the income  statements of our  unconsolidated  JOAs. Our
     interest  in the  earnings  of the Salt  Lake  City JOA is 58%,  while  our
     interests in Denver  Newspaper  Agency and  Charleston  Newspapers are 50%.
     This  adjustment  also includes the  editorial  costs,  publishing  related
     revenues,  depreciation,  amortization,  and other  direct  costs  incurred
     outside of the JOAs by our  consolidated  subsidiaries  associated with THE
     SALT LAKE TRIBUNE, THE DENVER POST, and the CHARLESTON DAILY MAIL. See Note
     3: Joint Operating Agencies in the footnotes to our consolidated  financial
     statements for further  description  and analysis of the components of this
     adjustment.
</FN>
</TABLE>
<PAGE>
                                                                              44
                                    BUSINESS

GENERAL

     MediaNews  Group,  Inc.  ("MediaNews"  or "the  Company") is the  successor
issuer to Garden State Newspapers, Inc., which was founded in March 1985. We are
one of the largest private newspaper  companies in the United States in terms of
daily paid  circulation.  We control 40 market dominant daily, and approximately
65 non-daily,  newspapers in nine states,  including  suburban  markets in close
proximity to the San Francisco Bay area,  Los Angeles,  New York,  Baltimore and
Boston. We also own metropolitan daily newspapers, in Denver and Salt Lake City,
that operate under joint operating agency ("JOA") agreements.  The newspapers we
control had combined  daily and Sunday paid  circulation  of  approximately  1.7
million and 2.3 million, respectively, as of September 30, 2003. In addition, we
have a 33.8%  interest  in a  partnership  controlled  by  Gannett,  the largest
newspaper  company in the United  States.  This  partnership  operates six daily
newspapers  in  Texas  and New  Mexico  with a  combined  daily  circulation  of
approximately 130,000.

     We have grown primarily through strategic  acquisitions,  partnerships and,
to a lesser  extent,  internal  growth.  One of our key strategies is geographic
clustering.  This strategy  involves  acquiring  newspapers  or partnering  with
newspapers  in  markets  contiguous  to  those  in  which  we  already  operate.
Clustering  has allowed us to realize  substantial  revenue  synergies  and cost
efficiencies, resulting in higher operating cash flow growth at those newspapers
than they would have  achieved  on a  stand-alone  basis.  From fiscal year 1999
through  fiscal year 2003, we acquired,  or obtained  through  partnerships,  22
daily newspapers.

     Our  newspapers  are generally  positioned  in markets with limited  direct
competition for local newspaper  advertising.  Start-ups of new daily newspapers
in suburban markets with pre-existing local newspapers are rare. We believe that
our newspaper markets, taken as a whole, have above average population and sales
growth  potential.  Most  suburban  and small city daily  newspapers,  such as a
majority of the newspapers we own, have the leading or sole  distribution in the
markets  they  serve.  Suburban  newspapers  address the  specific  needs of the
community  by  publishing a broad  spectrum of local news as well as  advertiser
specific editions which television,  because of its broader geographic coverage,
is  unwilling  or  unable  to  provide.  Thus,  in many  communities,  the local
newspaper  provides a combination of social and economic  services in a way that
only it can,  making it  attractive  for both  consumers  and  advertisers.  Our
metropolitan  newspapers  generate  much of  their  revenues  from  high  margin
national and employment  advertising,  which is strongly  influenced by national
and local economic trends. On the other hand, our suburban  newspapers  generate
the majority of their  revenues from local retail,  classified  and  circulation
sales,  which we believe  are less  affected  by  national  economic  trends and
therefore tend to provide a more stable base of operating cash flow.

     We also operate,  in  conjunction  with our suburban  newspapers,  sizeable
weekly  newspaper  groups that target the diverse  communities  and  advertising
opportunities  that exist in and around large cities.  In addition to relying on
small local retailers, local classifieds and restaurants for advertising,  which
provides a more stable base of operating cash flow,  suburban weekly  newspapers
allow  us to  attract  a  different  base of  advertisers,  improve  competitive
positioning,  reduce the threat of  competition  from direct  mail and  shoppers
(free  circulars)  and achieve  greater  household  penetration in our newspaper
markets.  Our largest  suburban weekly  newspaper  groups operate in conjunction
with our San Francisco Bay area  newspapers,  Los Angeles  Newspapers  Group and
CONNECTICUT POST.

INDUSTRY BACKGROUND

     Newspaper  publishing  is the  oldest  and  largest  segment  of the  media
industry. Newspapers address the specific needs of the communities they serve by
publishing a broad  spectrum of local news as well as special  editions that are
targeted to specific  advertisers and readers.  In most  communities,  the local
newspaper  provides the primary voice for local news and information,  including
business, sports, government and social as well as political commentary,  making
a newspaper's  content  attractive to both readers and  advertisers.  We believe
that local newspaper's  close  relationship with its readers and local community
is one of the primary reasons why newspapers  remain a dominant medium for local
advertising,  accounting for  approximately  41% of all local media  advertising
expenditures in the United States in calendar 2002.(1)

----------
(1) Source:  NAA.org   Newspaper   Association   of  America  2003  Facts  About
             Newspapers

<PAGE>
                                                                              45

     We  believe  that  newspapers  are  the  last  mass  medium  available  for
advertisers to reach a broad spectrum of consumers. In addition,  newspapers are
one of the few  forms of mass  media  used by  readers  for both  editorial  and
advertising content. Independent studies have shown that 43% of Sunday newspaper
readers value advertising as much as news and editorial  content.(2)  Readers of
newspapers  also tend to be more highly  educated  and have higher  incomes than
non-newspaper  readers,  with a  recent  survey  showing  over  61%  of  college
graduates  and 64% of  households  with incomes  greater than $75,000  reading a
daily  newspaper.(1)  Because of the desirable  demographic  and market reach of
daily newspapers,  we believe that they represent the most cost-effective  means
for advertisers to reach a broad and affluent spectrum of consumers.

     With the  exception  of a few of the  largest,  most  cities in the  United
States do not have more than one daily  newspaper.  In  addition,  start-ups  of
daily newspapers that compete in a meaningful way with existing daily newspapers
are rare.

OPERATING STRENGTHS AND STRATEGIES

     Our long-term operating strategy is to increase revenues and operating cash
flows through  geographic  clustering,  partnerships  and internal  growth.  Our
internal  growth  strategy  is built on our key  strengths,  which  include  new
revenue  streams,  local news  leadership,  circulation  growth and prudent cost
controls.  We also continue to pursue strategic  acquisition  opportunities  and
drive revenue growth in our Internet  operations by leveraging our local content
across  a  diverse  array  of  advertising  categories,   including  employment,
automotive and other classified verticals.

     GEOGRAPHIC CLUSTERS AND PARTNERSHIPS. One of our key acquisition strategies
is to  acquire  newspapers  in markets  contiguous  to our own,  allowing  us to
realize operating synergies.  We refer to this strategy,  which we pioneered, as
"clustering."  Clustering  enables  us to  realize  operating  efficiencies  and
economic   synergies,   such  as  the   sharing   of   management,   accounting,
newsgathering,  advertising and production  facilities.  In addition, we seek to
increase  operating  cash flows at acquired  newspapers by reducing labor costs,
and  implementing  overall  improvements  in cost  management.  Clustering  also
enables us to maximize revenues by selling  advertising into newspapers owned by
us in contiguous  markets.  We believe that this  strategy  allows us to achieve
higher operating margins at our clustered  newspapers than we would realize from
those newspapers on a stand-alone  basis.  CNP, the Denver JOA and the Texas-New
Mexico Newspapers Partnership are extensions of this strategy.

     NEW REVENUE  STREAMS.  We focus on developing and  implementing new revenue
initiatives and exporting  these  initiatives  across all of our newspapers.  We
continue  to launch  niche  publications  and  implement  other  revenue  growth
initiatives,  such as a monthly  contest for the "best new revenue  initiative,"
revenue  Think  Tanks  with  our  top  sales  executives,  TOMA  ("Top  of  Mind
Awareness")  which introduces small local  advertisers to the power of newspaper
advertising  and SWAT  programs  which  utilize  the  skills  of our best  sales
representatives  in a sales  blitz at a sister  newspaper.  We have also  formed
strategic alliances, such as a relationship with a direct mail provider designed
to increase our share of the mid-week  preprint and print and delivery  business
in  four  of our  markets,  including  most  recently  Los  Angeles  and the San
Francisco  Bay area.  In  addition,  we  utilize  market  research,  demographic
studies,   zoning,   strong  local  market   penetration  and  active  community
involvement  to  develop  and  implement   marketing  programs  that  allow  our
newspapers to maximize their share of the available  advertising  dollars in the
market.

     LOCAL NEWS LEADERSHIP.  We believe that we have assembled the largest local
news  gathering  resources in our markets and are committed to being the leading
provider  of high  quality  local news in those  markets.  Our focus on in-depth
local  news  coverage  sets us apart from  other  news  sources in our  markets,
contributing  to  reader  loyalty  and  increasing  franchise  value.  With  the
timeliness  and  availability  of  national  and  world  news 24  hours a day on
television  and the  Internet,  we believe that  providing  in-depth  local news
coverage is  invaluable  and sets us apart from other news  sources,  generating
reader  loyalty  and  increasing  franchise  value.  Additionally,  our  ongoing
involvement  in the  communities  in which we operate not only  strengthens  our
relationships  with  these  communities  but also  provides  our  advertisers  a
superior  vehicle for promoting their goods and services.  Although our focus is
primarily on local news,  we are  committed to  providing  quality  national and

----------

(1) Source:  NAA.org   Newspaper   Association   of  America  2003  Facts  About
             Newspapers

(2) Source:  Scarborough research

<PAGE>
                                                                              46

international  news  coverage  when it is of  particular  interest  to the local
community,  such as  sending  embedded  reporters  and  photographers  from  our
metropolitan daily newspapers to cover the recent war in Iraq.

     The majority of our newspapers  receive  awards  annually for excellence in
various editorial  categories in their respective  regions and circulation size.
Recently,  THE DENVER POST achieved the highest award for editorial  excellence,
winning a Pulitzer  Prize in 2000 for its coverage of the Columbine  High School
tragedy.  Our other  newspapers  have also received  numerous  awards from state
press  associations  as well as other  peer  organizations  for their  editorial
content,  local news and sports  coverage,  and  photography.  In addition,  our
newspapers are designed to visually attract readers through  attractive  layouts
and color  enhancements,  and in an ongoing effort to improve  quality,  we have
made investments in digital photography.

     CIRCULATION  GROWTH.  Circulation  growth is essential to  maintaining  and
growing the long-term  franchise value at our newspapers.  Accordingly,  we have
and will continue to make  significant  investments  in  circulation  promotion,
telemarketing and other circulation growth campaigns to increase circulation and
readership.  Our  management  incentive  programs  are  designed  to reward  our
publishers  for  circulation  growth at their daily  newspapers.  We continue to
balance  our  commitment  to  circulation  growth  with  circulation  profit  by
instituting  programs  that target the  replacement  of higher churn  short-term
circulation  orders with  longer  term,  more  profitable  circulation,  thereby
delivering  a  stable   subscriber  base  for  our  advertising   customers  and
controlling subscriber acquisition costs. This strategy has improved circulation
profits, but may at times decrease circulation volumes in the short-term. We are
also  making  substantial  investments  in  technology  to  enhance  demographic
targeting  of  potential  subscribers  aimed at  selling to and  retaining  high
quality subscribers.

     COST CONTROLS. We focus on cost control with a particular focus on managing
staffing   requirements.   At  newspapers  with  collective  bargaining  unions,
management  strives to enter  into  long-term  agreements  with  minimal  annual
increases.  In addition,  we further control labor costs through  investments in
state-of-the-art  production  equipment  that  improve  production  quality  and
increase efficiency.  We are equally focused on newsprint cost control.  Each of
our newspapers  benefits from the discounted  newsprint pricing we obtain as one
of the largest newspaper groups in the United States. We purchase newsprint from
several  suppliers under  arrangements  resulting in what we believe are some of
the most favorable newsprint prices in the industry.

     We were the first newspaper  company in the United States to convert all of
our  newspapers  to a 50-inch  web width,  which  reduced  the width of a single
newspaper  page to 12.5 inches from either 13.5 inch or 13.75 inch page  widths.
These  conversions  have  permanently  reduced  our  newsprint   consumption  by
approximately  8% below  levels prior to  conversion.  While  converting  to the
50-inch  web-width  cut our  newsprint  costs,  it also had the added benefit of
improving customer satisfaction through ease of use.

     INTERNET.  MediaNews Group Interactive  ("MNGI"),  our Internet subsidiary,
provides our  newspapers  with the tools,  technologies  and  services  that our
newspapers  need to  maintain  their  presence  as the  leading  local  news and
information  Web  site(s)  in each of the  communities  that they  serve.  Those
services  include:  hosting,  online  publishing/site   delivery,   maintenance,
ongoing-development,   training,  advertisement  delivery,  site  analytics  and
business  development  support.  MNGI is  zealously  focused on  leveraging  our
extensive news gathering resources and our existing sales infrastructure in both
print and electronic  media to increase the reach and the  profitability  of our
local media  franchises.  Our  newspapers'  Internet  operations have seen their
reach  grow  significantly  with  unique  visitor  growth of 50% year over year.
Recently,  we have begun to implement next  generation  classified  capabilities
which we believe  will result in more  revenue per order,  new revenue  streams,
significant cost savings, and the development of better products that will allow
us to better  compete with new entrants  into  on-line  advertising  and enhance
advertiser satisfaction.

     In  addition,   we  will  soon  be  introducing   site   registration   and
personalization across each of our sites, giving us the ability to integrate our
online/offline  databases  to allow  for a very high  degree of online  targeted
marketing  including print  subscription  acquisitions,  email marketing and the
ability  to  target   advertising   based  on  the  captured   demographic   and
psychographic data.

     We have also made strategic  Internet  investments to expand and enrich our
online content and  advertising  services as is more fully  described  below. By
being the leading,  and in certain  instances the sole provider of local news in
most of our markets,  and leveraging the Internet,  electronic  media,  emerging
wireless and broadband  technologies,  we believe that our  newspapers  are well
positioned  to  respond  to  and  benefit  from  changes  in the  way  in  which
advertising,  news and information are delivered to customers in the future. Our
online newspapers can be found at www.newschoice.com.

<PAGE>
                                                                              47

     Our strategic Internet investments include:

     o    POWERONE MEDIA (www.poweronemedia.com),  provides interactive vertical
          classified   advertising   solutions,   primarily  for  the  newspaper
          industry. PowerOne Media solutions include CarCast, Zwire!, Classified
          Hosting, Employment,  Display Ads, Franchise Solutions, Online Dating,
          and Real Estate.

     o    CAREERSITE  (www.careersite.com)  develops  and sells  Internet  based
          application  tools that allow job seekers and  employers to search job
          opportunities and resumes for the best match.  Employment  advertising
          is an important revenue stream at our newspapers.  With our investment
          in  CareerSite,  we are  able to  integrate  and  provide  the best of
          newspaper and Internet  functionality  for users and  advertisers.  In
          September 2003, CareerSite merged with PowerOne.  After the merger, we
          owned approximately 15.0% of PowerOne.

     o    SEEITBUYIT (www.seeitbuyit.com),  incorporated as Mortgage Rate Watch,
          is a marketing and promotional  services  company focused on providing
          the  real  estate  industry  powerful  listing  and  selling  tools to
          participating  realtors  and  newspaper  affiliates  under  a  program
          designed to provide a one stop  shopping  marketing  solution  for our
          real estate advertising customers. "SeeitBuyit" provides realtors with
          video  photography  of real estate for sale,  the  conversion of photo
          shoots into online home tours with full video streaming and production
          of brochures,  street signs,  direct mail pieces, and other items used
          by  realtors  in  selling  new and  existing  homes.  SeeitBuyit  is a
          wholly-owned subsidiary of MediaNews.

     SUPERIOR  MANAGEMENT.  Our  management  team has a proven  track  record of
successfully  acquiring,   including  through  partnerships,   approximately  70
newspapers  that have been  successfully  integrated  into our  operations.  Our
senior  executives  have spent the  majority of their  careers in the  newspaper
industry operating, acquiring and integrating newspapers.

     STRATEGIC  ACQUISITIONS.  In the past we have sought to acquire  newspapers
that are contiguous to our existing  newspapers  and that  represent  compelling
values based on expected  operating cash flow growth from clustering  synergies,
efficiencies  or  otherwise.  We may from time to time  continue to evaluate and
pursue  strategic  or  targeted  acquisitions  that  meet our  strict  criteria,
including our goal of not increasing our leverage ratio over the long-term.

     CONVERGENCE.  We have made  strategic  investments  in other media outlets,
including  radio  stations in and around  Graham,  Texas,  which are operated in
conjunction with our weekly  newspapers  published in and around Graham. We also
own the CBS television affiliate in Anchorage,  Alaska, which is now operated in
conjunction with the Fox affiliate in Anchorage under the terms of a Joint Sales
Agreement and a Shared Services Agreement.  In addition,  many of our newspapers
have a television partner, which provides promotional value, and sharing of news
gathering resources and advertising cross-selling opportunities.

     As the digital age continues to evolve,  we will explore new and innovative
ways to leverage our content across multiple platforms with a clear focus toward
developing profitable new revenue streams.  Currently, there is some uncertainty
as to what the final Federal  Communications  Commission  rules and  regulations
will be with  respect  to  newspaper  cross-ownership.  However,  even if  final
newspaper cross-ownership rules and regulations are upheld, we do not anticipate
making  significant  television or radio acquisitions in the aggregate or making
changes to our current business strategy.  We will continue to develop strategic
partners  to assist  in the  development  of our  strategy  in a cost  efficient
manner.

<PAGE>
                                                                              48
PAID CIRCULATION

     The  following  table  sets  forth  paid  circulation  of each of our daily
newspapers.  The JOA data for daily  circulation  reflects only our  newspapers'
share of the combined  circulation;  however Sunday circulation for Denver, York
and  Charleston  reflect the  combined  JOA  circulation  as only one  newspaper
published on Sunday for these JOAs:

<TABLE>
<CAPTION>
                                                                                PAID CIRCULATION AT SEPTEMBER 30, 2003
                                                                                --------------------------------------
                                                                                MORNING(M)
                                                                                EVENING(E)       DAILY         SUNDAY
                                                                                ----------      ---------     --------
          <S>                                                                   <C>             <C>            <C>
          MediaNews:
          THE DENVER POST, Denver, CO (JOA)................................     M                 288,937        785,671
          DAILY NEWS, Los Angeles, CA......................................     M<F1>             178,360        201,020
          THE SALT LAKE TRIBUNE, Salt Lake City, UT (JOA)..................     M                 134,985        152,444
          PRESS-TELEGRAM, Long Beach, CA...................................     M<F1>              97,172        110,153
          CONNECTICUT POST, Bridgeport, CT.................................     M                  76,197         88,316
          THE SUN, Lowell, MA..............................................     E                  48,571         50,642
          THE YORK DISPATCH & YORK SUNDAY NEWS, York, PA (JOA).............     E                  39,900         92,500
          CHARLESTON DAILY MAIL & SUNDAY GAZETTE-MAIL,
            Charleston, WV (JOA)...........................................     E                  35,126         89,872
          THE BERKSHIRE EAGLE, Pittsfield, MA..............................     M                  31,303         35,281
          LEBANON DAILY NEWS, Lebanon, PA..................................     E                  19,769         20,386
          THE EVENING SUN, Hanover, PA.....................................     E                  19,464         20,883
          SENTINEL & ENTERPRISE, Fitchburg, MA.............................     E                  16,767         17,468
          Eastern Colorado Publishing Company, CO..........................     E<F2>              12,576           <F5>
          BRATTLEBORO REFORMER, Brattleboro, VT............................     M                  10,472           <F5>
          BENNINGTON BANNER, Bennington, VT................................     M                   7,755           <F5>
          NORTH ADAMS TRANSCRIPT, North Adams, MA..........................     E                  6,895            <F5>
                                                                                              -----------     ----------
            Subtotal.......................................................                     1,024,249      1,664,636
          California Newspapers Partnership (consolidated, 54.23%
            owned):
          ANG Newspapers, San Francisco Bay Area, CA.......................     <F3>              218,534        180,404
          San Gabriel Valley Newspaper Group, CA...........................     M<F1>,<F4>        101,031        106,860
          THE SUN, San Bernardino, CA......................................     M<F1>              73,021         81,607
          INLAND VALLEY DAILY BULLETIN, Ontario, CA........................     M<F1>              65,591         75,109
          MARIN INDEPENDENT JOURNAL, Marin CA..............................     E                  40,221         40,250
          ENTERPRISE-RECORD/OROVILLE MERCURY-REGISTER, Chico &
            Oroville, CA...................................................     M                  33,527         33,384
          TIMES-HERALD, Vallejo, CA........................................     M                  20,918         22,449
          TIMES-STANDARD, Eureka, CA.......................................     M                  19,534         21,218
          THE REPORTER, Vacaville, CA......................................     M                  17,603         19,210
          DAILY DEMOCRAT, Woodland, CA.....................................     E                  10,070         10,329
          THE UKIAH DAILY JOURNAL, Ukiah, CA...............................     E                   7,655          7,853
          LAKE COUNTY RECORD-BEE, Lakeport, CA.............................     M                   7,328           <F5>
          RED BLUFF DAILY NEWS, Red Bluff, CA..............................     E                   7,140           <F5>
          REDLANDS DAILY FACTS, Redlands, CA...............................     E<F1>               7,120          7,161
                                                                                              -----------     ----------
            Subtotal.......................................................                       629,293        605,834
                                                                                              -----------     ----------
            Total..........................................................                     1,653,542      2,270,470
                                                                                              ===========     ==========
          Texas-New Mexico Newspapers Partnership (unconsolidated, 33.8% owned):
          EL PASO TIMES, El Paso, TX.......................................     M                  72,443         89,792
          LAS CRUCES SUN-NEWS, Las Cruces, NM..............................     M                  21,512         24,482
          THE DAILY TIMES, Farmington, NM..................................     M                  17,748         19,353
          CARLSBAD CURRENT-ARGUS, Carlsbad, NM.............................     M                   8,201          8,351
          ALAMOGORDO DAILY NEWS, Alamogordo, NM............................     E                   6,801          8,122
          THE DEMING HEADLIGHT, Deming, NM.................................     M                   3,038           <F5>
                                                                                              -----------     ----------
            Total..........................................................                       129,743        150,100
                                                                                              ===========     ==========
    CIRCULATION  FIGURES  ARE BASED ON THE AUDIT  BUREAU  OF  CIRCULATION  (ABC)
FAS-FAX STATEMENTS FOR THE SIX-MONTH PERIOD ENDED SEPTEMBER 30, 2003, EXCEPT FOR
THE DEMING HEADLIGHT, WHICH DOES NOT REPORT TO ABC.

----------
<FN>
<F1> Part of Los Angeles Newspapers Group ("LANG"),  located in Los Angeles County,  California.  Combined LANG daily and
     Sunday circulation is 522,295 and 581,910, respectively.
<F2> Eastern Colorado Publishing Company publishes THE FORT MORGAN TIMES, the  JOURNAL-ADVOCATE and the LAMAR DAILY NEWS,
     published in Fort Morgan, Sterling and Lamar, Colorado, respectively. All three are evening newspapers.
<F3> Alameda  Newspapers  Group is  headquartered  in Oakland,  California  and publishes six daily  newspapers:  OAKLAND
     TRIBUNE, THE DAILY REVIEW (Hayward),  TRI-VALLEY HERALD (Pleasanton),  THE ARGUS (Fremont),  ALAMEDA TIMES-STAR, and
     SAN MATEO COUNTY TIMES. All the newspapers except for the SAN MATEO COUNTY TIMES are morning  newspapers.  San Mateo
     does not publish a Sunday newspaper.
<F4> San Gabriel  Valley  Newspapers  Group is located in West  Covina,  California,  approximately  10 miles east of Los
     Angeles and publishes three morning daily newspapers:  PASADENA  STAR-NEWS,  SAN GABRIEL VALLEY TRIBUNE AND WHITTIER
     DAILY NEWS.
<F5> This newspaper does not publish a Sunday edition.
</FN>
</TABLE>
<PAGE>
                                                                              49
ADVERTISING AND CIRCULATION REVENUES

     Advertising is the largest component of a newspaper's revenues, followed by
circulation  revenue.  Advertising rates at each newspaper are established based
upon market size, circulation,  readership, demographic makeup of the market and
the  availability of alternative  advertising  media in the  marketplace.  While
circulation  revenue is not as significant as advertising  revenue,  circulation
trends can impact the decisions of advertisers and advertising rates.

     Advertising  revenue includes RETAIL (local and national department stores,
specialty shops,  preprinted  advertising  circulars and other local retailers),
NATIONAL (national advertising accounts) and CLASSIFIED advertising (employment,
automotive, real estate, private party and personals).  Retail revenue increased
overall due to  increases in preprints  and  national  revenue also  improved in
2003.  Classified  revenue  has been  impacted  by the  significant  decline  in
classified  employment  advertising due to the continued  economic slowdown that
has been experienced in our newspaper  markets and throughout the United States.
The  contributions of Retail,  National,  Classified and Circulation  revenue to
total  revenues  for fiscal  years  2001,  2002,  2003 and the six months  ended
December 31, 2002 and 2003 are shown in the table below.

                                     FISCAL YEARS ENDED      SIX MONTHS ENDED
                                         JUNE 30,(1)          DECEMBER 31,(1)
                                  ----------------------     ------------------
                                  2001     2002     2003       2002       2003
                                  ----     ----     ----     --------   --------
                                                                 (UNAUDITED)
          Retail...............    39%      41%      42%        43%        43%
          National.............     6        4        6          6          7
          Classified...........    34       30       28         27         26
          Circulation..........    17       20       19         19         17
          Other................     4        5        5          5          7
                                  ---      ---      ---        ---        ---
                                  100%     100%     100%       100%       100%
                                  ===      ===      ===        ===        ===

----------

(1)  Generally accepted accounting principles do not allow us to consolidate the
     revenues for our JOA investments we do not control;  accordingly, we record
     our  share  of the  JOAs'  net  results  in one  line  item,  "Income  from
     Unconsolidated  JOAs."  Therefore,  revenue  data  for  the  JOAs we do not
     control  (Charleston  and Salt Lake City,  and Denver upon the Denver JOA's
     January 23, 2001  formation)  are  excluded  from this summary (see further
     discussion  under   Management's   Discussion  and  Analysis  of  Financial
     Condition and Results of Operations -- Critical Accounting Policies).

NEWSPRINT

     Newsprint  is one of the largest  costs of  producing a  newspaper.  We buy
newsprint from several  suppliers under  arrangements that we believe provide us
with some of the most favorable long-term  newsprint prices in the industry.  We
also own,  through  Kearns-Tribune,  LLC, a 6% interest  in  Ponderay  Newsprint
Company.  During fiscal years 2001, 2002, and 2003, and for the six months ended
December 31, 2002 and 2003,  excluding our  unconsolidated  JOA  operations,  we
consumed approximately 226,000,  148,000,  154,000, and 78,000 (for both the six
months ended December 31, 2002 and 2003) metric tons of newsprint, respectively,
and,  during the same periods,  incurred  newsprint  expense of $126.0  million,
$74.8  million,  $67.3 million,  $33.0 million and $37.1 million,  respectively.
Newsprint  expense as a  percentage  of revenue  from our  newspaper  operations
(excluding  unconsolidated  JOAs) for fiscal years 2001, 2002, 2003, and for the
six months ended December 31, 2002 and 2003 was 14.9%,  10.6%,  9.2%,  12.8% and
14.4%,  respectively.  Newsprint expense decreased from fiscal year 2001 through
fiscal year 2003,  primarily  due to the  formation of the Denver JOA on January
23, 2001,  and a decrease in the average  price per metric ton of 10% and 13% in
2002 and 2003,  respectively.  The  January  2001  formation  of the  Denver JOA
impacted  newsprint  expense  because,  prior  to the  JOA,  THE  DENVER  POST's
newsprint  expense was consolidated in our results and now the operations of the
Denver JOA are included as a component of "Income from Unconsolidated  JOAs." In
addition, because THE DENVER POST, prior to the JOA, had lower circulation rates
and lower  advertising  costs per  thousand  of  distribution  than other  metro
markets of similar size, including our market dominant suburban newspapers,  our
newsprint  expense as a  percentage  of revenue was greater in fiscal year 2001.
Also,  as mentioned  above,  the  decrease in the average  price per metric ton,
which began in fiscal  year 2002 and  continued  into 2003,  also  impacted  our
newsprint  expense.  For the year ended June 30,  2003 and the six months  ended
December  31,  2003,  our  average  price  per  metric  ton was $438  and  $475,
respectively,  whereas for the year ended June 30, 2002 and the six months ended

<PAGE>
                                                                              50

December  31,  2002,  our  average  price  per  metric  ton was $504  and  $425,
respectively.  See "Management's  Discussion and Analysis of Financial Condition
and  Results of  Operations  -- Near Term  Outlook --  Newsprint  Prices"  for a
discussion regarding current newsprint pricing trends.

EMPLOYEE RELATIONS

     As of December  31,  2003,  we employed at our  consolidated  entities  and
unconsolidated JOAs approximately 8,500 full-time and 2,000 part-time employees,
of which  approximately  3,000 are  unionized.  There has never been a strike or
work stoppage at any of our newspapers during our ownership, and we believe that
our relations with our employees are generally good.

SEASONALITY AND CYCLICALITY

     Newspaper  companies  tend to  follow a  distinct  and  recurring  seasonal
pattern,  with  higher  advertising  revenues in months  containing  significant
events or holidays.  Accordingly,  the fourth  calendar  quarter,  or our second
fiscal quarter,  is generally our strongest  revenue quarter of the year. Due to
generally poor weather and a lack of holidays,  the first calendar  quarter,  or
our third fiscal quarter, is generally our weakest revenue quarter of the year.

     Our  advertising  revenues,  as well as those of the newspaper  industry in
general,   are  cyclical  and  dependent  upon  general   economic   conditions.
Historically,  advertising revenues have increased in periods of economic growth
and declined with general  national,  regional and local economic  downturns and
recessionary economic conditions.

COMPETITION

     Each of our newspapers  competes for advertising revenue to varying degrees
with magazines, yellow pages, radio, television and cable television, as well as
with  some  weekly  publications,  direct  mail  and  other  advertising  media,
including electronic media (Internet).  Competition for newspaper advertising is
largely  based upon  circulation,  price and the content of the  newspaper.  Our
suburban  and small  city  daily  newspapers  are the  dominant  local  news and
information source, with strong brand name recognition and no direct competition
from similar daily newspapers published in their markets.  However, as with most
suburban small city daily newspapers,  some circulation  competition exists from
larger daily  newspapers,  which are usually  published  in nearby  metropolitan
areas.

     We believe larger  metropolitan  daily  newspapers with  circulation in our
newspaper  markets  generally  do not  compete in any  meaningful  way for local
advertising  revenues,  a  newspaper's  main  source  of  revenues.   Our  daily
newspapers  capture the largest share of local  advertising as a result of their
direct  coverage  of the  suburban  market by  providing  our reader  with local
stories  and  information  that  major  metropolitan  newspapers  are  unable or
unwilling  to provide.  In addition,  we believe  advertisers  generally  regard
newspaper  advertising as a more effective method of advertising  promotions and
pricing as compared to television, which is generally used to advertise image.

     Many newspaper  companies are now publishing  news and other content on the
Internet.  In  addition,  there are many sites on the  Internet,  which are,  by
design,  advertising and/or subscription  supported.  Many of these sites target
specific  types of advertising  such as  employment,  real estate and automotive
classified. Due to many issues associated with advertising on the Internet, such
as  fragmentation  and lack of agreement  and/or  meaningful  research on how to
effectively measure viewers and penetration levels, we have not seen advertisers
making a significant  commitment to advertise on the Internet.  After the issues
mentioned above are resolved,  we expect  advertising on the Internet to grow to
meaningful levels.  Accordingly, we have invested and will continue to invest in
our  online  strategy,  which we believe  allows us to capture  our share of the
advertising  dollars  being  spent on the  Internet  advertising  now and in the
future.

LEGAL PROCEEDINGS

     MediaNews and Salt Lake City Tribune  Publishing Company ("SLTPC") continue
to be involved in litigation  over SLTPC's  option to acquire the assets used in
connection with the operation and publication of THE SALT LAKE TRIBUNE. See Note
11:  Commitments and Contingencies,  of the notes to our consolidated  financial
statements  for a  description  of the  background  of this  litigation.  Recent
developments in this litigation are as follows:

<PAGE>
                                                                              51

     o    On October 2, 2003,  the District  Court denied  SLTPC's motion to set
          aside the appraisal  process and the resulting  option exercise price,
          and  vacated a stay  issued on the  closing  period in July 2003.  The
          District  Court set a closing  date of October  10,  2003 for SLTPC to
          exercise its option.

     o    On October  9, 2003  counsel  for SLTPC  sent a letter to our  counsel
          notifying  us that  SLTPC  would  not pay the  $355.5  million  option
          exercise  price,  and raised  additional  objections  to the  proposed
          closing documentation.  Accordingly no closing occurred on October 10,
          2003. We subsequently  filed a summary  judgment motion (which has not
          been fully  briefed and has not been  decided) on the grounds that the
          option expired, without being exercised.

     o    In a stipulation  filed on October 17, 2003,  which remains subject to
          the approval of the District Court, MediaNews, Deseret News Publishing
          Company and SLTPC agreed to a stay and  administrative  closure of the
          main action pending resolution of SLTPC's appeals (discussed below) of
          various  issues  related  to the  appraisal  process  and  the  option
          exercise price.  Prior to the filing of this  stipulation,  on October
          14, 2003,  the  District  Court had vacated the November 3, 2003 trial
          date in the main  litigation  in light of SLTPC's  plans to appeal the
          appraisal  and  price  related  issues.  All  parties'  claims  may be
          reinstated subsequent to SLTPC's appeal if the parties choose. At this
          point, a stay of the main litigation would not include our declaratory
          judgment  action  pending  before the  District  Court,  which seeks a
          ruling that the  individuals  who control SLTPC do not have any rights
          as  individuals  (separate  from  their  corporate  entity,  SLTPC) to
          purchase or otherwise  acquire the Tribune  Assets.  In that case, the
          parties  await the  decision  of the  District  Court as to motions to
          dismiss  filed by the  defendants.  The  defendants  have also filed a
          motion for partial summary judgment seeking to preclude us from making
          certain  arguments in support of our declaratory  judgment action.  We
          are opposing the motion for partial  summary  judgment,  which has not
          yet been fully  briefed.  In this same  pending  declaratory  judgment
          action,  the  defendants  filed a motion asking the District  Judge to
          make  disclosures  relating  to  his  possible  recusal.  This  motion
          followed  similar motions in the underlying  litigation,  in which the
          District  Judge  made  certain  disclosures  and  declined  to  recuse
          himself.  On November 5, 2003, the  defendants  filed a petition for a
          writ of mandamus in the Tenth Circuit Court of Appeals,  directing the
          District  Judge to make  additional  disclosures.  The  court  ordered
          MediaNews  and  Kearns-Tribune,  LLC  (a  wholly-owned  subsidiary  of
          MediaNews  that  holds  certain  assets  used in  connection  with the
          operation  and  publication  of  THE  SALT  LAKE  TRIBUNE)  to  file a
          response, which has been filed. The petition awaits decision.

     o    SLTPC has filed two appeals  with the United  States  Court of Appeals
          for the Tenth  Circuit,  which  have  been  consolidated,  seeking  to
          overturn the District  Court's  decisions  that the appraisal  process
          constituted  an  arbitration  under the FAA, that any challenge of the
          $355.5 million option exercise price must be made under the procedures
          set forth in the FAA, and that SLTPC had not stated sufficient grounds
          under the FAA to overturn the $355.5  million option  exercise  price.
          The appeals are fully briefed;  no date for oral argument has been set
          by the Tenth Circuit.

     We are not in a position at this time to predict the likely outcome of this
litigation.  However,  we do  not  believe  that  the  litigation  will  have  a
materially adverse impact on our financial condition,  results of operations, or
liquidity.  Approximately  $3.7  million and $1.7  million was recorded in other
(income) expense,  net for the year ended June 30, 2003 and the six months ended
December,  2003,  respectively  related to the cost of defending these lawsuits.
The  costs  of  defending  these  lawsuits  have  been  and may  continue  to be
substantial; however, based on the current status of this litigation, we believe
that our future legal fees  relating to this  litigation  will be  substantially
lower than our historical costs.

OTHER

     We are also  involved in other legal  proceedings.  In  December  2003,  we
settled our lawsuit with Enron North America  regarding a newsprint swap. We are
currently  defending  against  a  lawsuit  brought  by  Mirant  Americas  Energy
Marketing, LP regarding a newsprint swap agreement.  Kmart Corporation ("Kmart")
has commenced an adversary proceeding against us and certain of our subsidiaries
and joint operating  agencies in bankruptcy  court seeking the return of certain
payments  received from Kmart under a "critical  vendor" program with respect to
pre-bankruptcy  balances due from Kmart. On February 24, 2004, the United States
Court of Appeals  for the  Seventh  Circuit  upheld a ruling  that  payments  to
"critical vendors" by Kmart related to pre-bankruptcy balances due these vendors
were  improper.  We are currently  evaluating  our legal options with respect to
Kmart's claims for return of payments received.  If we, our subsidiaries,  joint
operating  agencies and equity  method  investees are required to return all the
critical  vendor  payments  received  from Kmart,  such payment would impact our
pre-tax  income  by  approximately  $3.0  million,   assuming  we  have  limited
recoveries as a general  unsecured  creditor of Kmart. See Note 11:  Commitments
and Contingencies,  of the notes to our consolidated  financial statements for a
more complete  description of these  lawsuits.  On December 31, 2003, we settled
our lawsuit with a newsprint  vendor  described  in Note 11 to our  consolidated
financial statements.

<PAGE>
                                                                              52
REGULATION AND ENVIRONMENTAL MATTERS

     Substantially all of our facilities are subject to federal, state and local
laws  concerning,  among other things,  emissions to the air, water  discharges,
handling and disposal of waste and remediation of contaminated sites. Compliance
with these laws has not had, nor do we expect it to have, a material effect upon
our  capital  expenditures,  net income or  competitive  position.  Although  we
believe we are in material compliance with these  requirements,  we may not have
been and will not at all times be in  complete  compliance  with all  applicable
requirements,  and there can be no  guarantee we will not incur  material  costs
including fines or damages, resulting from non-compliance.

     Environmental laws and regulations and their interpretation,  however, have
changed  rapidly in recent years and may continue to do so in the future.  These
may include obligations to investigate and clean-up environmental  contamination
on or from properties we currently or formerly owned or operated, or at off-site
locations  where we are identified as a responsible  party.  Certain laws impose
strict  and,  under  certain  circumstances,  joint and  several  liability  for
investigation  and  clean-up  costs.  Environmental  Assessment  Reports  of our
properties  have  identified  historic  activities  and conditions on certain of
these  properties,  as well as  current  and  historic  uses  of  properties  in
surrounding  areas,  which may require  further study or remedial  measures.  No
material  remedial  measures  are  currently  anticipated  or planned by us with
respect to our  properties.  However,  no assurance  can be given that  existing
Environmental Assessment Reports reveal all environmental liabilities,  that any
prior owner of our  properties  did not create an  environmental  condition  not
known to us, or that an environmental  condition does not otherwise exist at any
such property which could result in incurrence of material cost.

     Because we deliver certain newspapers by second-class mail, we are required
to obtain permits from, and to file an annual  statement of ownership  with, the
United States Postal Service.

<PAGE>
                                                                              53

                                   MANAGEMENT

DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

     Set forth below are the names,  ages and titles and a brief  account of the
business experience of each person who is a director, executive officer or other
significant employee of ours.

<TABLE>
<CAPTION>
NAME                              AGE                               TITLE
----                              ---                               -----
<S>                                <C>  <C>
Richard B. Scudder.............    90   Chairman of the Board and Director
William Dean Singleton.........    52   Vice Chairman and Chief Executive Officer and Director
Joseph J. Lodovic, IV..........    43   President
Gerald E. Grilly...............    56   Executive Vice President and Chief Operating Officer
Anthony F. Tierno..............    59   Senior Vice President of Operations
Ronald A. Mayo.................    42   Vice President and Chief Financial Officer
James L. McDougald.............    51   Treasurer
Michael J. Koren...............    37   Vice President and Controller
Eric J. Grilly.................    32   President, MediaNews Group Interactive
Patricia Robinson..............    62   Secretary
Jean L. Scudder................    50   Director
Howell E. Begle, Jr............    60   Director
</TABLE>

     Each director is elected  annually and serves until the next annual meeting
of  shareholders or until his/her  successor is duly elected and qualified.  Our
directors are not compensated for their service as directors.  They do, however,
receive  reimbursement  of expenses  incurred  from the  attendance  at Board of
Directors  meetings.  Our  executive  officers are appointed by and serve at the
pleasure of the Board of Directors.

BUSINESS EXPERIENCE

     RICHARD B.  SCUDDER  has served as  Chairman of the Board and a Director of
MediaNews since 1985.

     WILLIAM DEAN  SINGLETON  has served as Vice  Chairman  and Chief  Executive
Officer and a Director of MediaNews  since 1985. He is also the Publisher of THE
DENVER POST  effective  February 2001 and the Publisher of THE SALT LAKE TRIBUNE
effective August 2002.

     JOSEPH J. LODOVIC,  IV, has served as President of MediaNews since February
2001.  Prior thereto,  he served as Executive Vice President and Chief Financial
Officer from 1993 to February 2001.  Mr.  Lodovic has been with MediaNews  since
1987.

     GERALD E. GRILLY has served as Executive Vice President and Chief Operating
Officer of MediaNews since February 2001.  Prior thereto he served as President,
Publisher  and Chief  Executive  Officer of The  Denver  Post  Corporation  from
November  1998 to February  2001.  Mr.  Gerald  Grilly was employed by McClatchy
Company  from 1979 to October  1998,  most  recently as  President  of McClatchy
Company's The Newspaper Network from 1993 to October 1998.

     ANTHONY F. TIERNO has served as Senior Vice  President of Operations  since
February 2001.  Prior  thereto,  he served as Executive Vice President and Chief
Operating  Officer of MediaNews  from 1993 to February 2001. Mr. Tierno has been
with MediaNews since its inception in 1985.

     RONALD A. MAYO has served as Vice  President  and Chief  Financial  Officer
since February  2001.  Prior  thereto,  he served as Vice President  Finance and
Controller from September 1994 to February 2001.

     JAMES L.  MCDOUGALD has served as Treasurer  since  September  1994.  Prior
thereto, he was Controller for MediaNews from 1988 to 1994.

     MICHAEL J. KOREN has served as Vice  President  and  Controller  since July
2001.  From 1991 to 2001,  Mr.  Koren was  employed  by Ernst & Young LLP,  most
recently as a Senior Manager.

<PAGE>
                                                                              54

     ERIC J. GRILLY has served as President of MediaNews Group Interactive since
October 2002.  Prior  thereto,  he served as Vice  President of MediaNews  Group
Interactive  from October 2000 to October  2002.  From May 1999 to October 2000,
Mr.  Eric  Grilly was Vice  President  of  Interactive  Media of The Denver Post
Corporation  and from  June  1998 to May  1999,  Mr.  Eric  Grilly  was the Vice
President of Sales at Nando Media,  the Interactive  Media division of McClatchy
Newspapers. Mr. Eric Grilly is the son of Mr. Gerald E. Grilly.

     PATRICIA  ROBINSON has served as Secretary  of  MediaNews  since 1986.  Ms.
Robinson is the sister of Mr. William Dean Singleton.

     JEAN  SCUDDER has served as a Director of  MediaNews  since July 1998.  Ms.
Scudder is the daughter of Richard B. Scudder.

     HOWELL E. BEGLE,  JR. has served as a Director of MediaNews  since November
1996.  Mr. Begle is Of Counsel to Hughes Hubbard and Reed LLP, which law firm is
counsel of MediaNews and its affiliates.

EXECUTIVE COMPENSATION

     The following table sets forth the cash compensation paid or payable to Mr.
Singleton and each of the other four most highly compensated  executive officers
whose  direct or  allocated  cash  compensation  exceeded  $100,000 for services
rendered  to  MediaNews  Group in fiscal  year  2003.  We do not have  long-term
compensation  or stock option plans for our  executives or  employees.  However,
during 2003, we adopted the non-qualified MediaNews Group Supplemental Executive
Retirement  Plan,  or the "2003  Plan,"  which does not  qualify as a  long-term
incentive plan as defined in Instruction  7(iii) to Item 402(a)(3) of Regulation
S-K. This plan has been offered to certain of our eligible corporate executives.
The 2003 Plan  allows  participants  to defer a portion  of their  compensation,
including  bonuses,  if any, on a pre-tax  basis.  There is no company  match on
these  deferrals;  however,  the  deferrals  earn a  return  based  on  notional
investment elections made by the individual participants. In addition, we may at
our discretion,  elect to make contributions to the participants' accounts based
on a comparison  of our actual  profits to budgeted  profits  during each fiscal
year. Any such contribution is subject to vesting,  which is generally ten years
from the date of participation in the plan.

<TABLE>
<CAPTION>

                                                                             ANNUAL COMPENSATION
                                                                        ----------------------------
                                                                                                         ALL OTHER
                     NAME AND PRINCIPAL POSITION            FISCAL YEAR     SALARY         BONUS      COMPENSATION<F4>
            --------------------------------------------- -------------  -------------  ------------ ----------------
            <S>                                                <C>       <C>            <C>           <C>
            William Dean Singleton<F1>....................     2003      $    830,250   $    200,000  $    118,168
              Vice Chairman, Chief Executive Officer           2002           810,000        150,000        41,302
                                                               2001           790,500        200,000        38,822

            Joseph J. Lodovic IV<F1>,.....................     2003      $    547,350   $    200,000  $     64,228
              President                                        2002           534,000        150,000         4,900
                                                               2001           519,300        200,000         9,152

            Gerald E. Grilly<F2>..........................     2003      $    512,500   $    175,000  $     53,119
              Executive Vice President &                       2002           500,000        132,500         1,497
              Chief Operating Officer                          2001           470,937        631,250        18,766

            Anthony F. Tierno.............................     2003      $    307,500   $     42,500  $     29,517
              Senior Vice President of Operations              2002           300,000         20,000        29,971
                                                               2001           375,000         50,000        63,101

            Eric J. Grilly<F3>............................     2003      $    187,500   $     75,000  $     17,842
              President, MediaNews Group Interactive           2002           175,000         27,500           388
                                                               2001           163,055        146,000         4,554
----------
<FN>
<F1> In fiscal year 2001, these officers also received significant  compensation
     that  was  charged  to  other  affiliates  that  does  not  appear  here as
     compensation.

<PAGE>
                                                                              55

<F2> Prior to  February  2001,  Mr.  Gerald  E.  Grilly  was not an  officer  of
     MediaNews. Mr. Gerald E. Grilly's compensation in fiscal year 2001 includes
     compensation  earned  as  MediaNews'  Executive  Vice  President  and Chief
     Operating Officer and prior to that appointment, the compensation he earned
     as President,  Publisher,  and Chief  Executive  Officer of The Denver Post
     Corporation,  including a one-time bonus  associated  with the formation of
     the Denver JOA in the amount of $450,000.

<F3> Prior to October 2000,  Mr. Eric J. Grilly was not an officer of MediaNews.
     Mr. Eric J. Grilly's compensation in fiscal year 2001 includes compensation
     earned as MediaNews'  Vice  President of MediaNews  Group  Interactive  and
     prior to that appointment,  the compensation he earned as Vice President of
     Interactive  Media of The Denver  Post  Corporation,  including  a one-time
     bonus  associated  with the  formation  of the  Denver JOA in the amount of
     $130,000.

<F4> Included in "All Other  Compensation" are amounts earned under the deferred
     compensation plans described above.
</FN>
</TABLE>

     None of our executive officers have an employment  agreement with us except
Messrs. Singleton and Lodovic.

EMPLOYMENT AND OTHER AGREEMENTS

     Under the terms of Mr. Singleton's Employment Agreement,  which was amended
and renewed effective March 15, 2000 ("Mr. Singleton's  Employment  Agreement"),
Mr.  Singleton is currently  entitled to receive cash  compensation at an annual
rate of not less than $850,500 at June 30, 2003, subject to annual adjustment of
not less  than 5% by the Board of  Directors.  In  addition,  Mr.  Singleton  is
entitled  to receive a bonus of up to  $200,000  for each fiscal year based on a
comparison of our actual  profits to budgeted  profits  during such fiscal year.
Other  discretionary  bonuses  may be paid which are not part of his  Employment
Agreement,  if approved by the Board of Directors.  Mr.  Singleton's  employment
agreement  expires on December 31, 2009, but will be  automatically  renewed for
successive  one-year terms unless Mr.  Singleton  gives notice  terminating  the
Employment  Agreement at least 120 days prior to the  expiration of the existing
term. Mr.  Singleton's  Employment  Agreement  contains a five-year  non-compete
covenant for all counties and  geographical  areas in which newspapers are owned
or circulated by us or our subsidiaries  (currently or in the future). From 1996
through 2002,  MediaNews Group advanced a total of $1.5 million to the Singleton
Irrevocable Trust (see "-- Security  Ownership of Certain  Beneficial Owners and
Management") to fund premiums on cash surrender life insurance policies covering
Mr.  Singleton  and his wife.  The  advances  are  recorded in our  consolidated
balance sheet as a component of other long-term assets.  Advances will be repaid
when the policy is surrendered or earlier at Mr. Singleton's option. No interest
is charged to Mr. Singleton on these advances.  No funding by MediaNews Group of
this insurance coverage has occurred subsequent to July 2002. The cash surrender
value life insurance policies were originally purchased in order to mitigate the
impact of estate  taxes  that may be due on  MediaNews  Group  stock held in the
Singleton Revocable Trust as a result of the death of Mr. Singleton and his wife
and the resulting need for us to repurchase such shares to provide  liquidity in
the Singleton  Revocable  Trust. Mr. Singleton and MediaNews Group will continue
to evaluate the need for this  insurance  coverage as a result of recent changes
in estate tax laws.

     Mr. Lodovic's Employment Agreement with us was entered into effective March
15,  2000.  At  June  30,  2003,  Mr.  Lodovic  was  entitled  to  receive  cash
compensation  at an annual  rate of not less than  $560,700,  subject  to annual
adjustment  of not less  than 5% by the Board of  Directors.  In  addition,  Mr.
Lodovic is also  entitled to receive a bonus of up to  $200,000  for each fiscal
year based on a comparison of our actual profits to budgeted profits during such
year.  Other  discretionary  bonuses  may also be paid which are not part of his
employment  agreement,  if approved  by the Board of  Directors.  Mr.  Lodovic's
employment  agreement  expires by its terms on December 31, 2009. Mr.  Lodovic's
Employment  Agreement  entitles him to participate  in any stock options,  stock
ownership or similar plan,  which we may adopt in the future  relative to any of
our executives. It also entitles Mr. Lodovic, upon termination of his employment
under certain  circumstances,  to put to us at a price not to exceed 100% of the
then fair market  value all shares of any class of equity  securities,  which he
owns. The price payable under Mr. Lodovic's put is equal to a percentage of fair
market value, which increases up to 100% on December 31, 2009 (at June 30, 2003,
Mr.  Lodovic is entitled to 65% of the fair market  value).  We also have a call
under  Mr.  Lodovic's   Employment   Agreement  to  acquire  such  shares,  upon
termination of his  employment  under certain  circumstances,  at a price not to
exceed 100% of their then fair market value. Neither the put nor the call can be
exercised  if it causes a default  under any credit  agreement  existing at that
time. Nor can any stock be put until our leverage  ratio,  as defined,  is below
3:1.

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                                                                              56

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

     Decisions  regarding  annual  compensation of executives other than Messrs.
Singleton and Lodovic are made by Mr.  Singleton and Mr.  Lodovic.  In addition,
our Board of Directors is  responsible  for  approving Mr.  Singleton's  and Mr.
Lodovic's  Employment  Agreements,  including their  compensation.  The Board of
Directors of MediaNews does not have a compensation committee.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The authorized  capital stock of MediaNews  consists of 3,000,000 shares of
Class A common stock, $0.001 par value,  2,314,346 shares of which are issued of
which  2,298,346 are  outstanding  and 16,000 are held in treasury;  we have not
declared or paid any cash  dividends  on our common  stock in the past and we do
not currently have plans to pay common stock  dividends.  Our current  long-term
debt agreements limit our ability to pay such dividends.

     The following  table sets forth the number and  percentage of shares of our
common stock currently issued and outstanding and beneficially owned by (i) each
person known to us to be the beneficial  owner of more than 5.0% of any class of
our equity securities;  (ii) each executive officer as defined in Item 402(a)(3)
of Regulation  S-K; and (iii) all directors and executive  officers of MediaNews
as a group.

                                                AMOUNT AND NATURE
                                                   OF BENEFICIAL   PERCENTAGE OF
                                                   OWNERSHIP (a)    OWNERSHIP OF
                                                      CLASS A         CLASS A
                                                   COMMON STOCK     COMMON STOCK
                                                -----------------  -------------
William Dean Singleton(b),(c),(l),(m)........      254,858.9900        11.09%
Howell E. Begle, Jr.(b),(d),(l),(m)..........      786,426.5100        34.22%
Patricia Robinson(b),(e),(l),(m).............      786,426.5100        34.22%
Joseph J. Lodovic, IV(b),(f).................       58,199.0000         2.53%
Jean L. Scudder(g),(k).......................      384,065.1200        16.71%
Charles Scudder(h),(k).......................      260,321.3750        11.32%
Elizabeth A. Difani(h),(i),(k)...............      219,073.4575         9.53%
Carolyn Miller(h),(j),(k)....................      177,825.5475         7.74%
All directors and executives as a group(n)...    2,140,770.0000        93.14%

----------

(a)  Beneficial  ownership is  determined  in  accordance  with the rules of the
     Securities and Exchange  Commission.  Except as indicated by footnote,  the
     persons  named in the tables  above have sole voting and  investment  power
     with respect to all shares of capital stock indicated as beneficially owned
     by them.

(b)  The address of each such person is: c/o Mr. Howell E. Begle,  Jr., Trustee,
     1775 I Street N.W.,  Suite 600,  Washington,  D.C.  20006.  Mr. Begle is Of
     Counsel to Hughes Hubbard & Reed LLP, which law firm is counsel to us.

(c)  These shares are held by a revocable  trust for the benefit of the children
     of Mr. Singleton (the "Singleton Family Revocable Trust"),  for which trust
     Mr. Begle and Mr. Singleton are trustees.

(d)  Includes  all shares for which Mr.  Begle has sole  voting  power under the
     Singleton  Family  Voting Trust  Agreement for  MediaNews  (the  "Singleton
     Family Voting Trust Agreement for MediaNews") and shared  investment power,
     as a trustee for an  irrevocable  trust for the benefit of Mr.  Singleton's
     children (the "Singleton  Irrevocable Trust").  Also includes all shares of
     common stock held by the  Singleton  Family  Revocable  Trust for which Mr.
     Begle is a trustee.

(e)  These  shares  are held by the  Singleton  Irrevocable  Trust for which Ms.
     Robinson  serves as a trustee  and as to which  she has  shared  investment
     power. Ms. Robinson is Mr. Singleton's sister.

(f)  Legal  ownership  of 50% of such  shares  is held by the  Singleton  Family
     Voting Trust.  Legal  ownership of the remaining 50% of such shares is held
     by the Scudder Family Voting Trust.

(g)  Includes  123,743.75 shares of common stock held by a trust for the benefit
     of two of Ms. Scudder's nephews,  for which trust Ms. Scudder serves as the
     sole  trustee.  Also  includes  74,504  shares of common stock held for the

<PAGE>
                                                                              57

     benefit of Ms.  Scudder's son,  Benjamin Fulmer, and daughter, Nina Fulmer,
     for which Ms. Scudder also serves as the sole trustee. Does not include the
     shares  held by  Charles  Scudder,  Elizabeth  Difani,  as  trustee  and/or
     custodian for certain of her minor children,  or Carolyn Miller, as trustee
     and/or  custodian for certain of her minor children,  with respect to which
     Ms.  Scudder has sole voting power  pursuant to the Scudder  Family  Voting
     Trust   Agreement   for  MediaNews   (the  "Scudder   Family  Voting  Trust
     Agreement").  Charles  Scudder,  Elizabeth  Difani and  Carolyn  Miller are
     siblings  of Ms.  Scudder;  all four are the  children  of Mr.  Richard  B.
     Scudder.

(h)  Sole  voting  power  with  respect to these  shares is held by Ms.  Scudder
     pursuant to the Scudder Family Voting Trust Agreement. See note (g) above.

(i)  Ms.  Difani  holds  132,299.6658  shares as trustee  and/or  custodian  for
     certain  of her minor  children.  Sole  voting  power  with  respect to all
     219,073.4575  shares is held by Ms. Scudder  pursuant to the Scudder Family
     Voting Trust Agreement. See note (g) above.

(j)  Ms. Miller holds 118,550.365 shares as trustee and/or custodian for certain
     of her minor children.  Sole voting power with respect to all  177,825.5475
     shares is held by Ms.  Scudder  pursuant to the Scudder Family Voting Trust
     Agreement. See note (g) above.

(k)  The  address of each  person is:  c/o Jean L.  Scudder,  193 Old Kents Hill
     Road, Readfield, Maine 04355.

(l)  Indicates shared voting power.

(m)  Indicates shared investment power.

(n)  No  directors  or  officers  of  MediaNews  beneficially  own any shares in
     MediaNews except Mr.  Singleton,  Ms. Scudder,  Mr. Begle, Ms. Robinson and
     Mr. Lodovic.

SCUDDER FAMILY VOTING TRUST AGREEMENT FOR MEDIANEWS

     The children of Richard B.  Scudder,  which  includes  Charles A.  Scudder,
Carolyn S. Miller,  Elizabeth H. Difani and Jean L. Scudder,  respectively,  and
Joseph  J.  Lodovic,  IV have  entered  into the  Scudder  Family  Voting  Trust
Agreement for MediaNews (the "Scudder  Family Voting Trust") in accordance  with
which all shares of our common stock held by Charles  Scudder,  Carolyn  Miller,
Elizabeth A.  Difani,  Jean L. Scudder and 50% of those shares held by Joseph J.
Lodovic,  IV, were transferred to the Scudder Family Voting Trust for MediaNews.
Under the Scudder  Family  Voting  Trust for  MediaNews,  Jean L.  Scudder  (the
"Scudder  Trustee")  exercises  all voting  rights  (subject  to the  consent of
shareholders  holding 50% of the common stock held by the Scudder  Family Voting
Trust  for  MediaNews  on  such  matters  as  election  of  directors,  mergers,
dissolution or reorganization of MediaNews,  sale,  exchange or pledge of all or
substantially  all of the assets of MediaNews and  acquisition or divestiture by
MediaNews of any newspaper  venture) and substantially all other rights to which
such shareholders would otherwise be entitled until January 31, 2010, subject to
extension  by written  agreement  of one or more  beneficiaries  of the  Scudder
Family Voting Trust Agreement for MediaNews and the Scudder Trustee.

SINGLETON FAMILY VOTING TRUST AGREEMENT FOR MEDIANEWS

     The Singleton  Irrevocable  Trust, the Singleton Family Revocable Trust and
Joseph J.  Lodovic,  IV have  entered  into the  Singleton  Family  Voting Trust
Agreement  for  MediaNews  (the  "Singleton  Family  Voting Trust  Agreement for
MediaNews") in accordance  with which all shares of our common stock held by the
Singleton Irrevocable Trust and the remaining 50% of those shares held by Joseph
J.  Lodovic,  IV were  transferred  to the  Singleton  Family  Voting  Trust for
MediaNews  and the  shares of our  common  stock  held by the  Singleton  Family
Revocable  Trust will be  transferred  to the Singleton  Family Voting Trust for
MediaNews  upon the death or  incapacity of Mr.  Singleton.  Under the Singleton
Family Voting Trust Agreement for MediaNews, the Singleton Trustees exercise all
voting  and  substantially  all other  rights to which such  shareholders  would
otherwise be entitled  until  January 31, 2010,  subject to extension by written
agreement of one or more  beneficiaries  of the  Singleton  Family  Voting Trust
Agreement for MediaNews.

<PAGE>
                                                                              58
MEDIANEWS SHAREHOLDERS' AGREEMENT

     The Singleton Family Revocable Trust, the Singleton Family Voting Trust for
MediaNews,  the  Scudder  Family  Voting  Trust for  MediaNews,  certain  of the
beneficiaries of such trusts, Joseph J. Lodovic, IV and MediaNews entered into a
Shareholders'   Agreement  (the  "MediaNews   Shareholders'   Agreement")  which
provides, among other things, that action by the Board of Directors with respect
to such matters as the  declaration  of dividends,  redemption of capital stock,
certain  capital   expenditures,   mergers  or   consolidation,   and  incurring
indebtedness  requires the unanimous  approval of all Directors  then serving on
the Board of Directors or approval by the holders of 75% of the shares of common
stock entitled to vote on such matters.

     The MediaNews  Shareholders' Agreement also provides that until the earlier
of (i) the  date on  which  none of our 8 3/4%  Senior  Subordinated  Notes  due
October  1,  2009  (which  are no  longer  outstanding),  or  our 8 5/8%  Senior
Subordinated  Notes due July 1, 2011 (which we intend to purchase or redeem,  no
later than August 1, 2004) are  outstanding,  or (ii) when  MediaNews'  Leverage
Ratio (as defined in the  indenture  relating to our 8 3/4% Senior  Subordinated
Notes,  which are no longer  outstanding)  is less than 3:1, no shareholder  may
sell,  transfer,  pledge or otherwise encumber their shares or their interest in
their shares,  of our common stock to any third party (except certain  permitted
transfers to family members and other shareholders),  without the consent of all
our  shareholders or unless all shares of common stock then outstanding are sold
in a  single  transaction  or a  contemplated  sale  to a  third  party.  If any
shareholder  desires  to  sell  or  transfer  his  shares  to  us or  the  other
shareholders  without an identified third party buyer, then such shareholder may
offer to sell his shares to us at fair market value determined by appraisal,  or
if we decline to purchase such shares,  such  shareholder  may offer to sell his
shares to the remaining shareholders at fair market value.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

MANAGEMENT SERVICES

     We are a party to a  consulting  agreement,  renewable  annually,  with Mr.
Scudder, which agreement requires us to make annual payments of $250,000.

     We are a party to a management agreement with CNP, which agreement provides
us with a management  fee of 1.25% of CNP's  revenues  and thereby  reducing our
total  corporate  overhead,  the  effect of which is a  reduction  of the impact
minority interest expense has on our consolidated statement of operations.

     MediaNews Services,  Inc., which is wholly owned by Mr. Singleton,  Jean L.
Scudder,  Charles  Scudder,  Elizabeth  A. Difani and Carolyn  Miller,  provided
certain personnel and related services to us at cost through December 31, 2003.

     Effective July 1, 2003,  MediaNews began consolidating  MediaNews Services,
an affiliate of MediaNews,  for financial reporting purposes.  In December 2003,
MediaNews  Services  purchased a new airplane (to replace its existing airplane)
for $14.4  million and  financed  the  purchase  with a loan  secured by the new
airplane.  The new  airplane  and related  loan was  recorded  on the  financial
statements of MediaNews as of December 31, 2003. We have  guaranteed 50% of this
loan. The airplanes owned by MediaNews  Services are used by us and we reimburse
MediaNews Services for the cost of maintaining and operating the airplanes.

<PAGE>
                                                                              59
                        DESCRIPTION OF OTHER OBLIGATIONS

NEW BANK CREDIT FACILITY

     On December 30, 2003, we replaced our former bank credit facility, which at
the time of its replacement  provided for borrowings of up to $485 million.  Our
new bank credit  facility  provides  for  borrowings  of up to $600  million and
consists of a $350 million  revolving  credit facility (with portions  available
for  letters of credit and  swingline  loans) and a $250  million  "term loan B"
facility.  Bank of America,  N.A. serves as both a lender and the administrative
agent under the new bank credit facility.

     Our new bank  credit  facility  is  guaranteed  by our  subsidiaries  (with
certain  exceptions) and secured by first priority liens and security  interests
in all of the capital  stock (or other  ownership  interests) of each of our and
the guarantors'  subsidiaries (with certain exceptions) and the Texas-New Mexico
Partnership.  We have agreed to pledge our  interest in our Denver JOA to secure
our bank credit facility (subject to certain limitations). Prior to the maturity
date of the revolving facility,  borrowings under the revolving facility will be
permitted  to be  borrowed,  repaid and  reborrowed  without  premium or penalty
(other than  customary  breakage  costs).  Amounts  repaid under the term loan B
facility will not be available for reborrowing.

     Borrowings under our new bank credit facility accrue interest at a floating
rate  based  on, at our  option,  either  the base  rate (the  higher of (a) the
Federal  Funds  Rate  plus 1/2 of 1% and (b) Bank of  America's  prime  rate) or
Eurodollar  rate,  plus a margin that may vary depending on our leverage  ratio.
Additionally,  a commitment  fee,  which may also vary depending on our leverage
ratio, will be payable on unused commitments under the revolving facility.

     The  final  maturity  of  the  revolving  facility,  subject  to  permitted
extensions,  is  December  30,  2009 and the final  maturity  of the term loan B
facility is December 30, 2010. Quarterly amortization payments of $0.625 million
of principal under the term loan B facility are required to be made each quarter
beginning March 31, 2004 to December,  2009, and the remaining  principal amount
of loans  outstanding  under the term loan B  facility  will be payable in equal
quarterly  installments  of $58.750  million of principal  during the final year
prior to maturity.

     Loans under our new bank credit  facility  are required to be prepaid in an
amount equal to 100% of the proceeds of asset sales to the extent not reinvested
in permitted assets within  specified time periods.  Asset sale prepayments will
first be applied to the prepayment of loans under the term loan B facility until
such  loans  are  paid in  full,  and  then to the  permanent  reduction  of the
commitments under the revolving facility.  The occurrence of a change of control
as defined in any indenture evidencing or governing any of our subordinated debt
would be an event of default under our new bank credit facility.

     Our new bank credit facility  requires us to meet certain financial ratios,
including  without  limitation,  a  maximum  consolidated  debt to  consolidated
operating cash flow ratio, a maximum  consolidated  senior debt to  consolidated
operating  cash flow  ratio and a minimum  consolidated  operating  cash flow to
consolidated  fixed  charges  ratio.  Our  new  bank  credit  facility  contains
customary events of default.

     As  conditions  precedent to each future  extension of credit under the new
bank credit facility, the following will have to be true and represented by us:

     o    The  representations  and warranties made by us and others,  including
          our  representation  as to the  non-existence  of any material adverse
          effect since June 30,  2003,  must be true and correct in all material
          respects on and as of the date of the credit extension;

     o    No  default  may  exist  or would  result  from  the  proposed  credit
          extension;

     o    No involuntary  case under any  applicable  debtor relief law may have
          been  commenced  and remain  undismissed  against us or certain of our
          subsidiaries  and  no  case,   proceeding  or  other  action  for  the
          appointment of a receiver, liquidator, assignee, custodian, trustee or
          similar person for any substantial  portion of our property or for the
          winding  up  of  our  affairs  may  have  been  commenced  and  remain
          undismissed; and

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                                                                              60

     o    The  administrative  agent under the new bank credit  facility and any
          applicable  letter of  credit  issuer or  swingline  lender  must have
          received a formal request for each credit extension in accordance with
          the terms of the new bank  credit  facility,  which  request  shall be
          deemed  a  representation  and  warranty  that  the  other  conditions
          described above have been satisfied as required.

EXISTING NOTES UNDER EXISTING INDENTURES

6 3/8% SENIOR SUBORDINATED NOTES DUE 2014 (THE UNREGISTERED NOTES)

     We have issued and outstanding $150.0 million aggregate  principal amount 6
3/8% Senior  Subordinated  Notes due 2014, or our unregistered  notes.  Interest
accruing on our  unregistered  notes is payable  semi-annually,  in arrears,  on
January 1 and July 1. Our  unregistered  notes are  subordinated  and  junior in
right of payment to  obligations  under our bank credit  facility.  No principal
payments  are  required  until  April 1,  2014,  at which  time all  outstanding
principal and interest is due and payable.  Our  unregistered  notes are general
unsecured  obligations of the Company ranking equal in right of payment with our
6 7/8% Senior  Subordinated Notes due 2013, our 8 5/8% Senior Subordinated Notes
due 2011 and all other future senior  subordinated  indebtedness  of the Company
and  senior  in  right  of  payment  to all  existing  and  future  subordinated
indebtedness of the Company, which is made expressly junior thereto.

6 7/8% SENIOR SUBORDINATED NOTES DUE 2013

     We have issued and outstanding $300.0 million aggregate  principal amount 6
7/8% Senior  Subordinated Notes due 2013. Interest accruing on our 6 7/8% Senior
Subordinated Notes is payable semi-annually,  in arrears, on April 1 and October
1. Our 6 7/8% Senior  Subordinated Notes are subordinated and junior in right of
payment to obligations under our bank credit facility. No principal payments are
required  until  October 1, 2013,  at which time all  outstanding  principal and
interest is due and payable.  Our 6 7/8% Senior  Subordinated  Notes are general
unsecured  obligations of the Company ranking equal in right of payment with our
6 3/8% Senior  Subordinated Notes due 2014, our 8 5/8% Senior Subordinated Notes
due 2011 and all other future senior  subordinated  indebtedness  of the Company
and  senior  in  right  of  payment  to all  existing  and  future  subordinated
indebtedness of the Company, which is made expressly junior thereto. On February
23, 2004,  we filed a  registration  statement  with the  Commission in order to
register the exchange of our  outstanding 6 7/8% Senior  Subordinated  Notes for
new notes that are otherwise  substantially  identical to the outstanding 6 7/8%
Senior Subordinated Notes, except that the transfer  restrictions,  registration
rights and provisions for additional interest relating to the outstanding 6 7/8%
Senior   Subordinated  Notes  would  not  apply  to  the  new  notes.  The  term
"unregistered  notes" as used in this  prospectus  does not  include  our 6 7/8%
Senior Subordinated Notes.

8 5/8% SENIOR SUBORDINATED NOTES DUE 2011

     We have issued and outstanding $200.0 million aggregate principal amount of
8 5/8%  Senior  Subordinated  Notes due 2011.  Interest  accruing  on the 8 5/8%
Senior Subordinated Notes is payable semi-annually,  in arrears on January 1 and
July 1. The 8 5/8%  Senior  Subordinated  Notes are  subordinated  and junior in
right of payment to obligations  under the bank credit  facility and term loans.
No  principal  payments  are  required  until  July 1,  2011,  at which time all
outstanding  principal  and  interest  is due  and  payable.  The 8 5/8%  Senior
Subordinated  Notes are general  unsecured  obligations  of the Company  ranking
equal in right of payment with our unregistered notes, our exchange notes, our 6
7/8%  Senior  Subordinated  Notes  and  all  other  future  senior  subordinated
indebtedness  of the Company and senior in right of payment to all  existing and
future  indebtedness of the Company,  which is made expressly junior thereto. We
intend  to use the net  proceeds  of our  offering  of our  unregistered  notes,
together  with cash on hand and  borrowings  under our bank  credit  facility to
repurchase  (by tender offer,  in the open market or  otherwise)  or redeem,  no
later than August 1, 2004, all of the 8 5/8% Senior Subordinated Notes.

OTHER OBLIGATIONS

PUT OPTION -- NEWSPAPER PROPERTIES

     The holder of an option to purchase the assets used in the  publication  of
one  of  our  newspaper  properties  may  put  such  option  to  us  based  on a
predetermined  formula.  The option repurchase  price,  which as of December 31,
2003 is  valued  at  $16.0  million  and is  recorded  as a  component  of other
long-term liabilities. If the option is put to us, we expect to fund the payment

<PAGE>
                                                                              61

with  available  borrowings  from  our  bank  credit  facility.  See  additional
discussion of this option agreement in Note 11:  Commitments and  Contingencies,
of the notes to our consolidated financial statements.

THE CALIFORNIA NEWSPAPERS PARTNERSHIP PUT OPTION

     On  March  31,  1999,  through  our  wholly-owned  subsidiary,  West  Coast
MediaNews LLC, we formed CNP with Stephens Media Group ("SMG"), previously known
as Donrey Newspapers LLC, and Gannett. MediaNews, SMG and Gannett's interests in
CNP are 54.23%, 26.28% and 19.49%, respectively.  We are the controlling partner
and therefore the operations of CNP are consolidated  with our operations,  with
minority interests reflected for SMG's and Gannett's interest in CNP.

     At the  formation of CNP, we also  contributed  debt of $6.6 million to the
partnership.  However, in accordance with the partnership  agreement,  we remain
liable for the contributed debt. All principal and interest payments  associated
with  this  debt  are  charged  to the  MediaNews  capital  account  at CNP as a
distribution.  Approximately  $2.7  million,  $2.3  million and $2.1  million of
principal and interest  payments were made in fiscal years 2001,  2002 and 2003,
respectively, by CNP on our behalf.

     SMG has a separate right to "put" its interest in the partnership to CNP at
fair market value anytime after January 1, 2005.  Upon  notification  of the put
and obtaining a valuation of the partnership interest, we and Gannett would have
two years to complete  the  purchase.  We may be required to make an  additional
capital  contribution  to CNP in an  amount  equal to our pro rata  share of any
additional cash required by CNP to fund such purchase. We cannot be sure that we
will have sufficient cash on hand to fund any such capital  contribution or that
third party  financing  would be available or available on acceptable  terms. No
amounts are recorded in our financial statements related to this put option.

THE DENVER POST CORPORATION PUT OPTION

     We own 80% and Media General Inc. owns 20% of The Denver Post  Corporation.
The Denver Post Shareholder  Agreement  provides Media General with a put option
on its 20%  interest  in The  Denver  Post  Corporation.  The  put is  currently
exercisable  and  expires  June 30,  2004.  The  price  of the  put,  if or when
exercised,  is based on the  appraised  fair  market  value of The  Denver  Post
Corporation,  less Permitted  Debt of The Denver Post  Corporation as defined in
The Denver Post Shareholder Agreement. We have one year to close on the purchase
from the date of any put notice.  If we were to defer the purchase,  we would be
required  to pay  interest  on the  purchase  price  at an  initial  rate of 7%,
increasing  to 13% over the  period of the  deferral.  We cannot be sure that we
will have  sufficient cash on hand to fund any such purchase or that third party
financing  would be available or available on acceptable  terms.  No amounts are
recorded in our financial statements related to this put option.

YORK NEWSPAPER COMPANY CALL/PUT AGREEMENT

     Effective  March 1990,  our  subsidiary,  York  Newspapers,  Inc.  ("YNI"),
entered into a JOA, York Newspaper Company ("YNC"), with York Daily Record, Inc.
("YDR"), under which YNC is responsible for all newspaper publishing operations,
other than news and editorial,  including  production,  sales,  distribution and
administration.  YNC publishes THE YORK DISPATCH, a daily evening newspaper, the
YORK DAILY RECORD, a daily morning newspaper,  and the YORK SUNDAY NEWS. YNI has
a 57.5% interest in YNC and is the  controlling  partner.  The operations of YNC
are consolidated  with our operations,  with a minority  interest  reflected for
YDR's interest in YNC. The operating results of YNC do not include the editorial
costs  associated  with the  publication of the YORK DAILY RECORD,  which is not
owned by us and the costs of which are incurred outside of the JOA.

     In  September  1996,  we signed a call/put  agreement  under  which YNI can
purchase  YDR's  interest in YNC or YDR can put its  interest in YNC to YNI. The
base call and put price is $32.0 million and $25.0 million, respectively, and is
adjusted  annually  based on changes in the consumer  price index (not to exceed
2.5%).  The call  option  became  exercisable  on January 1, 2004 and expires on
January 1, 2005.  The put may be exercised at any time after the  expiration  of
the call through June 30, 2008. We currently anticipate exercising our option to
call YDR's  interest in YNC in the fourth  quarter of our 2004 fiscal  year.  We
intend to finance  the  purchase  price with cash on hand.  We expect  that such
exercise  will not result in an increase in our leverage  ratio.  No amounts are
recorded in our financial statements related to this call/put agreement.

<PAGE>
                                                                              62
YORK NEWSPAPER COMPANY INDEBTEDNESS

     As of June 30, 2003 and December 31, 2003, YNC had a revolving  credit note
and a term bank loan totaling $3.8 million and $3.1 million, respectively, which
require monthly  payments through October 2005. As of these same dates, YNC also
had a promissory  note, with a balance of $1.6 million,  which requires  monthly
payments  through October 2025. The obligations are secured by the assets of YNC
and are non-recourse to MediaNews. We own 57.5% of YNC. Amounts related to YNC's
debt are  consolidated  with our  results and are  included  as a  component  of
long-term debt.

<PAGE>
                                                                              63
                               THE EXCHANGE OFFER

PURPOSE OF THE EXCHANGE OFFER

     We sold the  unregistered  notes on January 26,  2004,  to certain  initial
purchasers pursuant to a purchase agreement dated as of January 14, 2004, by and
among us and the initial  purchasers.  The initial purchasers  subsequently sold
the unregistered  notes to qualified  institutional  buyers,  as defined in Rule
144A under the  Securities  Act, in reliance on Rule 144A. As a condition to the
initial sale of the unregistered  notes, we and the initial  purchasers  entered
into the  Registration  Rights  Agreement on January 26,  2004.  Pursuant to the
Registration  Rights Agreement,  we agreed to (i) within 90 days after the issue
date of the unregistered  notes file a registration  statement on an appropriate
registration   form  with  respect  to  a  registered   offer  to  exchange  the
unregistered  notes for the exchange notes and (ii) subject to certain  blackout
periods (see  "-Blackout  Periods"  below),  use our reasonable  best efforts to
cause the registration statement for the exchange offer to be declared effective
under  the  Securities  Act  within  180  days  after  the  issue  date  of  the
unregistered notes. When the registration  statement is declared  effective,  we
will offer the  exchange  notes in exchange for  surrender  of the  unregistered
notes. Subject to certain blackout periods, we will keep the exchange offer open
for not less than 30 days (or longer if  required by  applicable  law) after the
date notice of the exchange  offer is mailed to the holders of the  unregistered
notes.  For each of the  unregistered  notes  surrendered  to us pursuant to the
exchange offer, the holder of an unregistered note will receive an exchange note
having a principal amount equal to that of the surrendered unregistered note. We
agreed to issue and  exchange  the  exchange  notes for all  unregistered  notes
validly tendered and not withdrawn before the expiration of the exchange offer.

     The  descriptions  of  provisions  of  the  Registration  Rights  Agreement
contained  in this section are  qualified in their  entirety by reference to the
Registration  Rights  Agreement.  We urge  you to read the  Registration  Rights
Agreement for additional detail and further  information because it, and not the
following, defines your rights. The Registration Rights Agreement has been filed
as an exhibit to the registration statement of which this prospectus is a part.

RESALE OF THE EXCHANGE NOTES

     With respect to the exchange notes, based upon interpretations by the staff
of the  Commission  set  forth in  certain  no-action  letters  issued  to third
parties,  we believe  that the exchange  notes  issued  pursuant to the exchange
offer in exchange for  unregistered  notes may be offered for resale,  resold or
otherwise  transferred by holders  thereof (other than (i) a  broker-dealer  who
acquires such exchange notes  directly from us for resale  pursuant to Rule 144A
or any other  available  exemption  under the  Securities  Act, or (ii) any such
holder  that is an  "affiliate"  of us within the  meaning of Rule 405 under the
Securities  Act),  without  compliance  with  the  registration  and  prospectus
delivery provisions of the Securities Act, provided that such exchange notes are
acquired in the ordinary  course of such holders'  business and such holders are
not engaged in, and do not intend to engage in, a distribution  of such Exchange
Notes and have no arrangement with any person to participate in the distribution
of such  Exchange  Notes.  If a holder of  unregistered  notes is  engaged in or
intends to engage in a distribution of the exchange notes or has any arrangement
or  understanding  with respect to the  distribution of the exchange notes to be
acquired  pursuant  to the  exchange  offer,  such  holder  may not  rely on the
applicable  interpretations  of the staff of the Commission and must comply with
the registration and prospectus  delivery  requirements of the Securities Act in
connection with any secondary resale  transaction.  Further,  the Commission has
not considered the exchange offer in the context of a no-action letter and there
can be no  assurance  that the  staff of the  Commission  would  make a  similar
determination  with  respect to the  exchange  offer.  Each  broker-dealer  that
receives exchange notes for its own account in exchange for unregistered  notes,
where such unregistered notes were acquired by such broker-dealer as a result of
market-making  activities or other trading activities,  must acknowledge that it
will deliver a prospectus in connection  with any resale of such exchange notes.
The  Letter  of   Transmittal   states  that  by  delivering  a  prospectus,   a
broker-dealer will not be deemed to admit that it is an "underwriter" within the
meaning  of the  Securities  Act.  This  prospectus,  as it may  be  amended  or
supplemented  from time to time,  may be used by a  broker-dealer  in connection
with resales of exchange  notes received in exchange for  unregistered  notes if
the  unregistered  notes  were  acquired  by the  broker-dealer  as a result  of
market-making or other trading activities.

     Pursuant to the Registration Rights Agreement,  we have agreed to make this
prospectus, as it may be amended or supplemented from time to time, available to
any  broker-dealer  that  acquired its  unregistered  notes to be exchanged  for
exchange  notes in the  exchange  offer as a result  of  market  making or other
trading  activities for use in connection with any resale of such exchange notes
for a period of up to 180 days (subject to certain  blackout  periods) after the
expiration date of the exchange offer. We refer you to "Plan of Distribution."

<PAGE>
                                                                              64
TERMS OF THE EXCHANGE OFFER

     Upon the terms and subject to the conditions in this  prospectus and in the
Letter of  Transmittal,  we will accept for  exchange  any and all  unregistered
notes validly  tendered and not withdrawn  prior to the  expiration  date of the
exchange  offer.  We will issue  $1,000  principal  amount of exchange  notes in
exchange for each $1,000  principal  amount of  outstanding  unregistered  notes
surrendered  pursuant to the exchange offer.  Unregistered notes may be tendered
only in  integral  multiples  of  $1,000.  As of the  date  of this  prospectus,
$150,000,000   aggregate   principal  amount  of  the  unregistered   notes  are
outstanding.

     The form and terms of the exchange notes are the same as the form and terms
of the unregistered  notes except that (1) the exchange will be registered under
the  Securities  Act  and  hence  the  exchange  notes  will  not  bear  legends
restricting  their  transfer and (2) as a holder of the exchange  notes you will
not be entitled to the certain rights of holders of unregistered notes under the
Registration Rights Agreement (including the rights to Additional  Interest,  as
described below under " -Liquidated Damages"),  which rights will terminate upon
the  consummation  of the exchange  offer.  The exchange notes will evidence the
same debt as the  unregistered  notes  (which they  replace)  and will be issued
under, and be entitled to the benefits of, the Indenture,  which also authorized
the issuance of the unregistered  notes, such that all outstanding  unregistered
notes and exchange  notes will be treated as a single  class of debt  securities
under the Indenture.

     As a holder  of the  unregistered  notes you do not have any  appraisal  or
dissenter's rights under the Indenture in connection with the exchange offer. We
intend to conduct the exchange  offer in accordance  with the  provisions of the
Registration Rights Agreement and the applicable  requirements of the Securities
Act,  the  Exchange  Act  and  the  rules  and  regulations  of  the  Commission
thereunder.

     We will be deemed to have  accepted  validly  tendered  unregistered  notes
when, as and if we give oral or written  notice thereof to the Bank of New York,
the  exchange  agent.  The  exchange  agent will act as agent for the  tendering
holders of  unregistered  notes for the purposes of receiving the exchange notes
from us.

     If you  tender  unregistered  notes in the  exchange  offer you will not be
required to pay brokerage commissions or fees or, subject to the instructions in
the Letter of  Transmittal,  transfer  taxes with  respect  to the  exchange  of
exchange notes for  unregistered  notes pursuant to the exchange  offer. We will
pay all charges and  expenses,  other than certain  applicable  taxes  described
below,  in  connection  with the  exchange  offer.  We refer you to "--Fees  and
Expenses."

     Neither we nor our board of directors makes any recommendation to you as to
whether  to  tender  or  refrain  from  tendering  all or any  portion  of  your
unregistered  notes  in this  exchange  offer.  In  addition,  no one  has  been
authorized to make any  recommendation  as to whether you should tender notes in
this  exchange  offer.  You  must  make  your own  decision  whether  to  tender
unregistered  notes in the exchange  offer and, if so, the  aggregate  amount of
unregistered  notes  to  tender  based  on  your  own  financial  positions  and
requirements.

EXPIRATION DATE; EXTENSIONS; AMENDMENTS

     The term  "expiration  date"  means  5:00  p.m.,  New York  City  time,  on
_________  __,  ____,  unless we, in our sole  discretion,  extend the  exchange
offer, in which case the term  "expiration  date" shall mean the latest date and
time to which the exchange offer is extended.

     If we elect to extend the exchange offer, we will notify the exchange agent
of any  extension  by oral or  written  notice  and will mail to the  registered
holders of unregistered notes an announcement  thereof, each prior to 9:00 a.m.,
New York City time,  on the next  business  day after the  previously  scheduled
expiration date. Without limiting the manner in which we choose to make a public
announcement of any delay,  extension,  amendment or termination of the exchange
offer, we will have no obligation to publish, advertise or otherwise communicate
any such  public  announcement,  other  than by  making a timely  release  to an
appropriate news agency.

     We reserve the right,  in our sole  discretion,  (1) to delay accepting any
unregistered  notes,  (2) to extend the exchange offer, or (3) if any conditions
set forth below under "--Certain Conditions to the Exchange Offer" have not been
satisfied,  to terminate the exchange  offer by giving oral or written notice of
such delay,  extension or termination to the exchange  agent.  Any such delay in
acceptance,  extension, termination or amendment will be followed as promptly as
practicable by oral or written notice thereof to the registered  holders. If the

<PAGE>
                                                                              65

exchange  offer is amended in a manner  determined  by us, which  constitutes  a
material  change,  we will  promptly  disclose  such  amendment  by  means  of a
prospectus  supplement  that will be distributed  to the  registered  holders of
unregistered  notes.  Depending upon the  significance  of the amendment and the
manner of  disclosure  to the  registered  holders,  we will extend the exchange
offer if the exchange offer would otherwise expire during such period.

INTEREST ON THE EXCHANGE NOTES

     The  exchange  notes  bear  interest  at a rate  equal to 6 3/8% per annum.
Interest on the  exchange  notes is payable  semiannually  on each January 1 and
July 1,  commencing  on the first such date  following  their date of  issuance.
Interest  on each  exchange  note will accrue (A) from the later of (i) the last
interest  payment  date on  which  interest  was paid on the  unregistered  note
surrendered  in  exchange  therefor,   or  (ii)  if  the  unregistered  note  is
surrendered  for exchange on a date in a period  which  includes the record date
for an interest  payment date to occur on or after the date of such exchange and
as to which interest will be paid, the date of such interest payment date or (B)
if no interest has been paid on such  unregistered  note, from January 26, 2004.
Holders of  unregistered  notes that are accepted for exchange will be deemed to
have waived the right to receive any payment in respect of interest accrued from
the date of the last  interest  payment  date  that was made in  respect  of the
unregistered  notes  until  the  date of the  issuance  of the  exchange  notes.
Consequently,  holders of exchange notes will receive the same interest payments
that they would have received had they not accepted the exchange offer.

PROCEDURES FOR TENDERING

     To tender in the exchange  offer,  the holder must complete,  sign and date
the Letter of Transmittal or facsimile  thereof (or, if the  unregistered  notes
are tendered in accordance with the procedure for book-entry  transfer described
below,  an  Agent's  Message  in lieu of the  Letter of  Transmittal),  have the
signatures thereon guaranteed if required by the Letter of Transmittal, and mail
or  otherwise  deliver  such  Letter of  Transmittal  or such  facsimile  to the
exchange  agent at the  address set forth  below  under  "--Exchange  Agent" for
receipt prior to the expiration  date. In addition,  either (1) certificates for
such  unregistered  notes must be received by the exchange  agent along with the
Letter of Transmittal,  or (2) a timely  confirmation of a book-entry  transfer,
referred to as a "Book-Entry  Confirmation," of such unregistered notes, if such
procedure is available, into the exchange agent's account at DTC pursuant to the
procedures  for book-entry  transfer  described  below,  must be received by the
exchange agent prior to the expiration  date, or (3) the holder must comply with
the guaranteed delivery procedures described below.

     If you do not withdraw your tender of the  unregistered  notes prior to the
expiration date it will constitute an agreement between you and us in accordance
with the terms and subject to the  conditions set forth herein and in the Letter
of Transmittal.

     THE METHOD OF DELIVERY OF UNREGISTERED  NOTES AND THE LETTER OF TRANSMITTAL
AND ALL OTHER  REQUIRED  DOCUMENTS TO THE EXCHANGE AGENT IS AT YOUR ELECTION AND
RISK. IF YOU ARE  DELIVERING  CERTIFICATES,  IT IS  RECOMMENDED  THAT YOU USE AN
OVERNIGHT OR HAND  DELIVERY  SERVICE,  PROPERLY  INSURED  INSTEAD OF DELIVERY BY
MAIL. IN ALL CASES,  SUFFICIENT TIME SHOULD BE ALLOWED TO ASSURE DELIVERY TO THE
EXCHANGE  AGENT  BEFORE  THE  EXPIRATION  DATE.  NO  LETTER  OF  TRANSMITTAL  OR
UNREGISTERED  NOTES  SHOULD  BE SENT  TO US.  YOU MAY  REQUEST  YOUR  RESPECTIVE
BROKERS,  DEALERS,  COMMERCIAL BANKS,  TRUST COMPANIES OR NOMINEES TO EFFECT THE
ABOVE TRANSACTIONS FOR YOU.

     Only a registered holder of unregistered notes may tender such unregistered
notes in the  exchange  offer.  The term  "holder"  with respect to the exchange
offer means any person in whose name  unregistered  notes are  registered on our
books or any other person who has obtained a properly  completed bond power from
the registered holder.

     Any beneficial owner whose unregistered notes are registered in the name of
a broker, dealer, commercial bank, trust company or other nominee and who wishes
to tender such  unregistered  notes in the exchange  offer,  should contact such
registered  holder  promptly and instruct such  registered  holder to tender the
unregistered  notes on such owner's behalf.  If such beneficial  owner wishes to
tender on such owner's behalf,  such beneficial  owner must, prior to completing
and executing the Letter of Transmittal and delivering such owner's unregistered
notes,  either  make  appropriate  arrangements  to  register  ownership  of the
unregistered  notes in such  owner's  name or obtain a properly  completed  bond

<PAGE>
                                                                              66

power from the  registered  holder.  The transfer of record  ownership  may take
considerable  time and may not be able to be completed  prior to the  expiration
date of the exchange offer.

     Signatures  on a Letter  of  Transmittal  or a  notice  of  withdrawal,  as
described  below under  "--Withdrawal  of  Tenders," as the case may be, must be
guaranteed by an Eligible Institution (as defined below) unless the unregistered
notes tendered  pursuant thereto are tendered (1) by a registered holder who has
not completed the section entitled "Special  Issuance  Instructions" or "Special
Delivery Instructions" on the Letter of Transmittal or (2) for the account of an
Eligible Institution. In the event that signatures on a Letter of Transmittal or
a notice of withdrawal, as the case may be, are required to be guaranteed,  such
guarantee  must be made by any member firm of a registered  national  securities
exchange  or  of  the  National  Association  of  Securities  Dealers,  Inc.,  a
commercial bank or trust company having an office or correspondent in the United
States,  or an  "eligible  guarantor  institution"  within  the  meaning of Rule
17Ad-15 under the Exchange Act (each an "Eligible Institution.")

     If the  Letter  of  Transmittal  is  signed  by a  person  other  than  the
registered holder of any unregistered notes listed in the Letter of Transmittal,
such certificates must be endorsed or accompanied by appropriate bond powers, in
either  case  exactly  as the  name  of the  registered  holder  appears  on the
unregistered notes.

     If the Letter of Transmittal or any  certificates or bond powers are signed
by trustees, executors, administrators,  guardians, attorneys-in-fact,  officers
of corporations or others acting in a fiduciary or representative capacity, such
persons  should so indicate  when  signing,  and unless  waived by us,  evidence
satisfactory  to us of  their  authority  to so act must be  submitted  with the
Letter of Transmittal.

     All  questions as to the validity,  form,  eligibility  (including  time of
receipt),  acceptance  and  withdrawal  of tendered  unregistered  notes will be
determined by us in our sole discretion,  which  determination will be final and
binding.  We reserve the absolute right to reject any and all unregistered notes
not properly  tendered or any unregistered  notes our acceptance of which would,
in the opinion of our counsel,  be unlawful.  We also reserve the right to waive
any  defects,   irregularities   or   conditions  of  tender  as  to  particular
unregistered  notes.  Our  interpretation  of the  terms and  conditions  of the
exchange offer, including the instructions in the Letter of Transmittal, will be
final and binding on all parties.  Unless waived,  any defects or irregularities
in connection with tenders of unregistered  notes must be cured within such time
as we shall  determine.  Although  we intend to notify  holders  of  defects  or
irregularities  with respect to tenders of unregistered  notes,  neither we, the
exchange  agent nor any other  person shall incur any  liability  for failure to
give such notification. Tenders of unregistered notes will not be deemed to have
been made until such defects or irregularities have been cured or waived.

     While we have no present plan to acquire any  unregistered  notes which are
not tendered in the exchange offer or to file a registration statement to permit
resales  of any  unregistered  notes  which  are not  tendered  pursuant  to the
exchange  offer, we reserve the right in our sole discretion to purchase or make
offers for any  unregistered  notes that remain  outstanding  subsequent  to the
expiration  date or, as set  forth  below  under  "--Certain  Conditions  to the
Exchange Offer," to terminate the exchange offer and, to the extent permitted by
applicable law,  purchase  unregistered  notes in the open market,  in privately
negotiated transactions or otherwise.  The terms of any such purchases or offers
could differ from the terms of the exchange offer.

     By tendering,  each holder will  represent to us that,  among other things,
(1) any exchange notes received by it will be acquired in the ordinary course of
its business;  (2) it has and will have no arrangement or understanding with any
person to participate in the distribution  (within the meaning of the Securities
Act) of the exchange notes in violation of the Securities  Act; (3) it is not an
"affiliate" (as defined in Rule 405 promulgated under the Securities Act) of us;
(4) if such  holder is not a  broker-dealer,  that it is not engaged in and does
not intend to engage in, the  distribution of exchange notes; (5) if such holder
is a  broker-dealer  that will  receive  exchange  notes for its own  account in
exchange for unregistered  notes that were acquired as a result of market-making
or other trading  activities  (a  "Participating  Broker-Dealer"),  that it will
deliver a prospectus in connection with any resale of such exchange  notes;  and
(6) that it is not  acting on behalf of any  persons or  entities  who could not
truthfully  make  the  foregoing   representations.   Further,  a  Participating
Broker-Dealer  who intends to use this  prospectus in connection with the resale
of exchange notes received in exchange for  unregistered  notes pursuant to this
exchange offer,  must indicate in its Letter of Transmittal or otherwise  notify
us in writing prior to the expiration of the exchange  offer,  that it is such a
broker-dealer.

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                                                                              67

RETURN OF NOTES

     If any  tendered  unregistered  notes are not  accepted  for any reason set
forth in the terms and conditions of the exchange offer or if unregistered notes
are withdrawn or are submitted for a greater principal amount than you desire to
exchange, such unaccepted, withdrawn or non-exchanged unregistered notes will be
returned to you without  any  expense to you as promptly as  practicable.  Under
these  circumstances,  in the case of unregistered  notes tendered by book-entry
transfer  into the exchange  agent's  account at DTC pursuant to the  book-entry
transfer procedures described below, such unregistered notes will be credited to
an account maintained with DTC.

BOOK-ENTRY TRANSFER

     The exchange agent will make a request to establish an account with respect
to the  unregistered  notes at DTC for purposes of the exchange offer within two
business  days  after  the  date of this  Prospectus.  The  exchange  agent  has
confirmed that any financial  institution that is a participant in DTC's systems
(a "DTC  Participant")  may use DTC's  Automated  Tender Offer program  ("ATOP")
procedures  to  tender  unregistered  notes  in  the  exchange  offer.  Any  DTC
Participant may make book-entry delivery of unregistered notes by causing DTC to
transfer such  unregistered  notes into the exchange  agent's  account at DTC in
accordance with DTC's ATOP procedures for transfer.  However,  although delivery
of  unregistered  notes may be effected  through  book-entry  transfer  into the
exchange  agent's  account  at DTC,  the  Letter of  Transmittal  (or  facsimile
thereof) with any required signature  guarantees,  or an Agent's Message in lieu
of the Letter of  Transmittal,  and any other  required  documents  must, in any
case,  be  transmitted  to and  received  by the  exchange  agent  at one of the
addresses set forth below under "--Exchange Agent" on or prior to 5:00 p.m., New
York City time, on the  Expiration  Date or the guaranteed  delivery  procedures
described  below must be  complied  with.  The term  "Agent's  Message"  means a
message,  transmitted by DTC and received by the exchange agent and forming part
of a  Book-Entry  Confirmation,  that  states  that DTC has  received an express
acknowledgment from a DTC Participant tendering  unregistered notes that are the
subject of such Book-Entry  Confirmation  that such DTC Participant has received
and  agrees to be bound by the terms of the Letter of  Transmittal,  and that we
may enforce the Letter of Transmittal against such DTC Participant.

GUARANTEED DELIVERY PROCEDURES

     If you wish to tender  your  unregistered  notes and (1) your  unregistered
notes are not immediately  available,  (2) you cannot deliver your  unregistered
notes, the Letter of Transmittal or any other required documents to the exchange
agent  prior  to the  expiration  date,  or (3) the  procedures  for  book-entry
transfer cannot be completed on a timely basis, you may effect a tender if:

          (a)  the tender is made through an Eligible Institution;

          (b)  prior to the  expiration  date,  the exchange agent receives from
     such Eligible  Institution a properly completed and duly executed Notice of
     Guaranteed  Delivery (or Agent's Message in lieu thereof)  substantially in
     the form provided by us, by facsimile transmission,  mail or hand delivery,
     setting forth the name and address of the holder, the certificate number(s)
     of such unregistered  notes and the principal amount of unregistered  notes
     tendered,  stating that the tender is being made  thereby and  guaranteeing
     that,  within  three  New  York  Stock  Exchange  trading  days  after  the
     expiration  date,  the  Letter  of  Transmittal,  or a  facsimile  thereof,
     together with the  certificate(s)  representing the  unregistered  notes in
     proper form for transfer or a Book-Entry Confirmation,  as the case may be,
     and any other  documents  required  by the  Letter of  Transmittal  will be
     deposited by the Eligible Institution with the exchange agent; and

          (c)  such  properly  executed  Letter  of  Transmittal,  or  facsimile
     thereof (or Agent's Message in lieu thereof), as well as the certificate(s)
     representing  all tendered  unregistered  notes in proper form for transfer
     and all other documents  required by the Letter of Transmittal are received
     by the exchange  agent within  three New York Stock  Exchange  trading days
     after the expiration date.

     Upon request to the exchange agent, a Notice of Guaranteed Delivery will be
sent to you in order for you to tender your unregistered  notes according to the
guaranteed delivery procedures set forth above.

<PAGE>
                                                                              68
WITHDRAWAL OF TENDERS

     Except as otherwise  provided herein,  tenders of unregistered notes may be
withdrawn at any time prior to the expiration date.

     To withdraw a tender of unregistered notes in the exchange offer, a written
or facsimile  transmission notice of withdrawal must be received by the exchange
agent at its address set forth herein  prior to the  expiration  date.  Any such
notice of withdrawal  must (1) specify the name of the person  having  deposited
the unregistered  notes to be withdrawn,  known as the "Depositor," (2) identify
the  unregistered  notes to be withdrawn,  including the  certificate  number or
numbers and principal  amount of such  unregistered  notes, and (3) be signed by
the  holder  in the same  manner  as the  original  signature  on the  Letter of
Transmittal  by which such  unregistered  notes  were  tendered,  including  any
required signature guarantees. If unregistered notes have been tendered pursuant
to the  procedure  for  book-entry  transfer  described  above,  any  notice  of
withdrawal must specify the name and number of the account at DTC to be credited
with the withdrawn  unregistered  notes and otherwise comply with the procedures
of such  facility.  All  questions  as to the  validity,  form and  eligibility,
including  time of receipt of such notices will be  determined by us in our sole
discretion, and our determination shall be final and binding on all parties. Any
unregistered notes so withdrawn will be deemed not to have been validly tendered
for  purposes of the  exchange  offer and no exchange  notes will be issued with
respect  thereto  unless  the  unregistered   notes  so  withdrawn  are  validly
retendered. Properly withdrawn unregistered notes may be retendered by following
one of the procedures  described above under "--Procedures for Tendering" at any
time prior to the expiration date.

CERTAIN CONDITIONS TO THE EXCHANGE OFFER

     Notwithstanding  any  other  term of the  exchange  offer,  we will  not be
required  to accept for  exchange,  or  exchange  the  exchange  notes for,  any
unregistered notes not theretofore  accepted for exchange,  and may terminate or
amend the  exchange  offer as  provided  herein  before the  acceptance  of such
unregistered  notes, if any of the following  conditions exist: (a) the exchange
offer violates  applicable law or any applicable  interpretation of the staff of
the SEC, (b) an action or proceeding shall have been instituted or threatened in
any court or by any  governmental  agency  which  might  materially  impair  our
ability to proceed with the exchange offer and any material adverse  development
shall have occurred in any existing action or proceeding with respect to us, and
(c) all governmental approvals,  which we deem necessary for the consummation of
the exchange offer have not been obtained.

     If we determine in our sole discretion that any of these conditions are not
satisfied,  we may (1)  refuse to accept any  unregistered  notes and return all
tendered  unregistered notes to the tendering  holders,  (2) extend the exchange
offer and retain all unregistered  notes tendered prior to the expiration of the
exchange  offer,  subject,  however,  to the rights of holders to withdraw  such
unregistered  notes as provided  above under  "--Withdrawal  of Tenders," or (3)
waive such unsatisfied  conditions with respect to the exchange offer and accept
all properly tendered unregistered notes which have not been withdrawn.

     The  foregoing  conditions  are for our benefit only and we may assert them
regardless of the  circumstances  giving rise to such  condition or we may waive
them in  whole  or in part at any  time  and  from  time to time in at our  sole
discretion.  Our failure at any time to exercise the foregoing  rights shall not
be deemed a waiver of any such  right  and each  such  right  shall be deemed an
ongoing right, which may be asserted at any time and from time to time.

SHELF REGISTRATION

     If  (i)  because  of  any  change  in  law  or  in   currently   prevailing
interpretations  of the staff of the Commission,  we are not permitted to effect
an exchange  offer,  (ii) the exchange  offer is not  consummated on or prior to
September  7,  2004 or  (iii)  in  certain  circumstances,  certain  holders  of
unregistered  exchange notes so request, or (iv) in the case of any holder of an
unregistered  note that participates in the exchange offer, such holder does not
receive  exchange  notes on the date of the  exchange  that may be sold  without
restriction  under state and federal  securities  laws (other than due solely to
the status of such  holder as an  affiliate  of us or within the  meaning of the
Securities  Act), then in each case, we will (x) promptly deliver to the holders
and the  Trustee  written  notice  thereof and (y) at our sole  expense,  (a) as
promptly as practicable, file a shelf registration statement covering resales of
the  unregistered  notes (the "Shelf  Registration  Statement"),  (b) subject to
certain blackout periods,  use our reasonable best efforts to keep effective the
Shelf Registration  Statement until the earlier of January 26, 2006 or such time
as all of the  applicable  unregistered  notes have been sold  thereunder or are
otherwise transferable without further registration under the Securities Act. We
will, in the event that a Shelf Registration Statement is filed, provide to each

<PAGE>
                                                                              69

holder of an  unregistered  note copies of the prospectus  that is a part of the
Shelf   Registration   Statement,   notify  each  such  holder  when  the  Shelf
Registration  Statement for the unregistered notes has become effective and take
certain  other  actions as are  required to permit  unrestricted  resales of the
unregistered  notes. A holder of an  unregistered  note that sells  unregistered
notes pursuant to the Shelf Registration  Statement will be required to be named
as a  selling  security  holder  in the  related  prospectus  and to  deliver  a
prospectus  to  purchasers,  will be subject  to certain of the civil  liability
provisions  under Securities Act in connection with such sales and will be bound
by the provisions of the  Registration  Rights  Agreement that are applicable to
such a holder (including certain indemnification rights and obligations).

LIQUIDATED DAMAGES

     We have  agreed to pay,  as  liquidated  damages,  additional  interest  on
unregistered  notes  ("Additional  Interest") under the circumstances and to the
extent set forth below (each of which is given independent effect):

          (1)  if  (A)  neither  the   registration   statement  of  which  this
     Prospectus is a part nor Shelf  Registration  Statement,  is filed with the
     Commission  on or prior to April 25,  2004 or (B)  notwithstanding  that we
     have  consummated or will  consummate an exchange offer, we are required to
     file a Shelf Registration  Statement and such Shelf Registration  Statement
     is not filed on or prior to the date  required by the  Registration  Rights
     Agreement,  then,  commencing on the day after either such required  filing
     date,  Additional  Interest  shall  accrue on the  principal  amount of the
     unregistered  notes  at a rate of 0.25%  per  annum  for the  first 90 days
     immediately  following each such filing date, such Additional Interest rate
     increasing  by an  additional  0.25%  per  annum at the  beginning  of each
     subsequent 90-day period; or

          (2)  if (A) neither the Exchange  Offer  Registration  Statement nor a
     Shelf Registration  Statement is declared effective by the Commission on or
     prior to July 24, 2004 or (B)  notwithstanding  that we have consummated or
     will  consummate  an  exchange  offer,  we are  required  to  file a  Shelf
     Registration  Statement  and  such  Shelf  Registration  Statement  is  not
     declared  effective by the  Commission  on or prior to the date required by
     the Registration Rights Agreement, then, commencing on the day after either
     such  required  effective  date,  Additional  Interest  shall accrue on the
     principal amount of the unregistered notes at a rate of 0.25% per annum for
     the first 90 days immediately following such date, such Additional Interest
     rate  increasing by an additional  0.25% per annum at the beginning of each
     subsequent 90-day period; or

          (3)  if (A) we have not exchanged  exchange notes for all unregistered
     notes validly  tendered in accordance  with the terms of the exchange offer
     on or  prior  to the 45th day  after  the  date on which  the  registration
     statement of which this prospectus is a part was declared  effective or (B)
     if applicable, the Shelf Registration Statement has been declared effective
     and such Shelf  Registration  Statement  ceases to be effective at any time
     prior to January 26,  2006 (other than after such time as all  unregistered
     notes have been disposed of  thereunder),  then  Additional  Interest shall
     accrue on the principal amount of the unregistered notes at a rate of 0.25%
     per annum for the first 90 days  commencing  on (x) the 46th day after such
     effective  date,  in the  case of (A)  above,  or (y) the  day  such  Shelf
     Registration  Statement  ceases to be effective,  in the case of (B) above,
     such Additional  Interest rate increasing by an additional  0.25% per annum
     at the beginning of each subsequent 90-day period;

PROVIDED,  HOWEVER,  that the Additional Interest rate on the unregistered notes
may not accrue under more than one of the foregoing  clauses  (1)-(3) at any one
time and at no time shall the aggregate amount of Additional  Interest  accruing
exceed in the aggregate 1.0% per annum;  PROVIDED,  FURTHER,  HOWEVER,  that (a)
upon the filing of the registration statement of which this prospectus is a part
or a Shelf  Registration  Statement (in the case of clause (1) above),  (b) upon
the  effectiveness of the  registration  statement of which this prospectus is a
part or a Shelf Registration Statement (in the case of clause (2) above), or (c)
upon the exchange of exchange notes for all unregistered  notes tendered (in the
case  of  clause  (3)  (A)  above),  or  upon  the  effectiveness  of the  Shelf
Registration  Statement  which had  ceased to remain  effective  (in the case of
clause (3) (B) above), Additional Interest on the unregistered notes as a result
of such clause (or the relevant  subclause  thereof),  as the case may be, shall
cease to accrue.

     Any amounts of  Additional  Interest due pursuant to clause (1), (2) or (3)
above will be payable in cash on the same original interest payment dates as the
unregistered notes.

<PAGE>
                                                                              70
BLACKOUT PERIODS

     We  may  suspend  the  use of a  prospectus  included  in the  registration
statement with respect to the exchange offer or Shelf Registration Statement for
periods  not to  exceed  45 days in any  twelve-month  period  if we  reasonably
determine (1) that the  disclosure  of an event could  reasonably be expected to
have a material adverse effect on our business,  operations or prospects and our
subsidiaries  or (2) to  avoid  premature  disclosure  of a  potential  business
transaction that has not been disclosed (a "blackout period").  After receipt of
notice from us of the commencement of a blackout period, holders of unregistered
notes and certain exchange notes and Participating  Broker-Dealers  (as below in
"Plan of Distribution") must discontinue  disposition of such unregistered notes
and  exchange  notes  covered  by such  registration  statement  (or  prospectus
contained  therein) or exchange notes to be sold by such holder or Participating
Broker-Dealer until the earlier of (A) the 46th day in which any blackout period
is  instituted in any twelve month period and (B) receipt of notice from us that
such blackout period has ended.

EXCHANGE AGENT

     The Bank of New York has been  appointed as exchange  agent of the exchange
offer. Questions and requests for assistance,  requests for additional copies of
this  prospectus  or of the Letter of  Transmittal  and  requests  for Notice of
Guaranteed  Delivery  should be  directed to the  Exchange  Agent  addressed  as
follows:

     BY REGISTERED OR CERTIFIED MAIL          BY HAND OR OVERNIGHT DELIVERY
     -------------------------------          -----------------------------
           The Bank of New York                    The Bank of New York
         Reorganization Unit - 7E                Reorganization Unit - 7E
       101 Barclay Street - 7 East              101 Barclay Street - 7 East
        New York, New York 10286                 New York, New York 10286
          Attn: Enrique Lopez                      Attn: Enrique Lopez

                      Facsimile Transmission: 212-298-1915
                          (Eligible Institutions Only)

                       Confirm by Telephone: 212-815-2742
                          (Eligible Institutions Only)

FEES AND EXPENSES

     All fees and expenses  incident to compliance with the Registration  Rights
Agreement  regarding  this exchange offer shall be paid by us whether or not the
exchange offer or a shelf registration becomes effective.  Such expenses include
registration  fees,  fees  and  expenses  of the  exchange  agent  and  Trustee,
accounting and legal fees and printing costs, among others.

     We have not retained any  dealer-manager  in  connection  with the exchange
offer and will not make any  payments to brokers,  dealers or others  soliciting
acceptances  of the exchange  offer.  We will,  however,  pay the exchange agent
reasonable  and  customary  fees for its services and will  reimburse it for its
reasonable out-of-pocket expenses in connection therewith.

     We will pay all  transfer  taxes,  if any,  applicable  to the  exchange of
unregistered  notes pursuant to the exchange offer. If, however,  a transfer tax
is imposed  for any reason  other than the  exchange of the  unregistered  notes
pursuant to the  exchange  offer,  then the amount of any such  transfer  taxes,
whether imposed on the registered  holder or any other persons,  will be payable
by the tendering  holder.  If satisfactory  evidence of payment of such taxes or
exemption therefrom is not submitted with the Letter of Transmittal,  the amount
of such transfer taxes will be billed directly to such tendering holder.

CONSEQUENCES OF FAILURE TO EXCHANGE

     Participation in the exchange offer is voluntary.  You are urged to consult
their financial and tax advisors in making your decision on what action to take.

<PAGE>
                                                                              71

     The  unregistered  notes which are not  exchanged  for the  exchange  notes
pursuant to the exchange offer will remain restricted  securities.  Accordingly,
such  unregistered  notes may be resold only in  accordance  with the  Indenture
governing  the  unregistered  notes (1) to a person  whom the seller  reasonably
believes  is a  qualified  institutional  buyer  in a  transaction  meeting  the
requirements of Rule 144A, (2) in a transaction meeting the requirements of Rule
144 under the  Securities  Act,  (3) outside the United  States to a  non-United
States person in a transaction  meeting the  requirements  of Rule 904 under the
Securities Act, (4) in accordance with another  exemption from the  registration
requirements  of the  Securities  Act,  and  subject  to an  opinion  of counsel
satisfactory to us if we so request,  (5) to us, or (6) pursuant to an effective
registration  statement  and, in each case,  in accordance  with any  applicable
securities  laws of any  state of the  United  States  or any  other  applicable
jurisdiction.

ACCOUNTING TREATMENT

     For accounting  purposes,  we will recognize no gain or loss as a result of
the exchange offer.

<PAGE>
                                                                              72
                          DESCRIPTION OF EXCHANGE NOTES

     The  unregistered  notes have been, and the exchange notes are being issued
under an Indenture  dated as of January 26, 2004 (the  "Indenture")  between the
Company and The Bank of New York,  as trustee (the  "Trustee"),  a copy of which
was filed with the  Commission  as an exhibit to our Form 10-Q filed on February
17, 2004. The following is a summary of certain  provisions of the Indenture and
is subject to all of the provisions of the Indenture,  including the definitions
of certain  terms  therein and those terms made a part of the  Indenture  by the
Trust Indenture Act of 1939, as amended. Wherever particular sections or defined
terms of the  Indenture  are  referred  to, such  sections or defined  terms are
incorporated herein by reference.  For purposes of this "Description of Exchange
Notes,"  references to the Company are only to MediaNews Group,  Inc. and not to
any of its  subsidiaries.  Whenever  we refer in this  prospectus  to the 6 3/8%
Senior  Subordinated Notes due 2014 issued on January 26, 2004, we will refer to
them as the "unregistered  notes." Whenever we refer in this prospectus to the 6
3/8%  Senior  Subordinated  Notes due 2014 that have been  registered  under the
Securities  Act of 1933,  we will  refer to them as the  "exchange  notes."  For
purposes of this  "Description of Exchange  Notes," we refer to the unregistered
notes and the exchange  notes  collectively  as the "Notes." The  definitions of
certain  other  capitalized  terms used in the  following  summary are set forth
under "Definitions."

GENERAL

     The exchange  notes will mature on April 1, 2014.  An  aggregate  principal
amount  of  exchange  notes  equal to  $150.0  million  is being  issued in this
exchange offer.  The Company may issue  additional  Notes in an unlimited amount
having identical terms and conditions to the exchange notes being issued in this
exchange offer (the "Additional Notes"), subject to compliance with the covenant
described  under "-- Certain  Covenants -- Limitation  on Additional  Debt." Any
Additional  Notes  will be part of the same issue as the Notes  being  issued in
this  exchange  offer and will vote on all  matters as one class with the Notes.
For purposes of this  "Description  of Exchange  Notes," except for the covenant
described  under "--  Certain  Covenants  --  Limitation  on  Additional  Debt,"
references to the Notes include Additional Notes, if any.

     The form and terms of the exchange  notes will be identical in all material
respects  to the  form and  terms of the  unregistered  notes,  except  that the
exchange  notes  will  have  been  registered  under  the  Securities  Act  and,
therefore,  will not bear legends  restricting  transfer  thereof.  The exchange
notes and the  unregistered  notes are deemed the same class of notes  under the
Indenture and are both entitled to the benefits thereof.

     The Notes will be payable both as to  principal  and interest at the office
or agency of the Company  maintained  for such purpose within the City and State
of New York,  or, at the option of the Company,  payment of interest may be made
by check mailed to the holders of the Notes at their  respective  addresses  set
forth in the Note holder register.  Unless otherwise  designated by the Company,
the  Company's  office or agency in New York will be the office of the  Trustee,
maintained for such purpose. Interest on the Notes will be computed on the basis
of a 360-day  year of twelve  30-day  months.  Notes  will be  transferable  and
exchangeable at the offices of the Trustee. The exchange notes will be issued in
fully registered form,  without coupons,  in principal amounts of $1,000 and any
integral multiple thereof.

     Interest on the  exchange  notes will accrue at a rate of 6 3/8% per annum,
and will be  payable  semiannually  in  arrears  on January 1 and July 1 of each
year,  commencing on the date following  their date of issuance,  to the persons
who are  registered  holders  thereof at the close of business on December 15 or
June 15  preceding  the  applicable  interest  payment  date.  Interest  on each
exchange  note will accrue (A) from the later of (i) the last  interest  payment
date on which interest was paid on the unregistered note surrendered in exchange
therefor, or (ii) if the unregistered note is surrendered for exchange on a date
in a period which includes the record date for an interest payment date to occur
on or after the date of such exchange and as to which interest will be paid, the
date of such  interest  payment date or (B) if no interest has been paid on such
unregistered note, from January 26, 2004.

SUBORDINATION

     The payment of all Obligations on the Notes will be subordinated and junior
in right of  payment,  to the  extent set forth in the  Indenture,  to the prior
payment in full in cash of all Obligations in respect of the existing and future
Senior Debt of the Company,  including  the Credit  Facility.  The Notes will be
unsecured obligations of the Company ranking PARI PASSU in right of payment with
all  existing and future  senior  subordinated  indebtedness  of the Company and
senior in right of payment to all existing and future subordinated  indebtedness
of the Company which is made expressly junior thereto.

<PAGE>
                                                                              73

     Upon any payment or distribution of assets to creditors of the Company upon
any dissolution or winding up or total or partial  liquidation or reorganization
of  the  Company,  whether  voluntary  or  involuntary,   or  in  a  bankruptcy,
reorganization,  insolvency,  receivership or similar proceeding relating to the
Company or its property,  in an  assignment  for the benefit of creditors or any
marshalling of the Company's assets and liabilities,  the holders of Senior Debt
of the Company will first be entitled to receive  payment in full in cash of all
Obligations  due in respect of such Senior  Debt  (including  interest  accruing
after, or which would accrue but for the occurrence of the  commencement of, any
such proceeding,  at the rate specified in the applicable Senior Debt whether or
not such  interest  is an  allowable  claim in any such  proceeding)  before any
payment or  distribution  is made on account of any Obligations on the Notes, or
for the  acquisition  of any of the Notes for cash or property or otherwise and,
until all Obligations  with respect to Senior Debt of the Company have been paid
in full in cash, any payment or  distribution  to which the holders of the Notes
otherwise  would be entitled shall be made to the holders of Senior Debt (except
that holders of the Notes may receive  securities that are subordinated at least
to the same extent as the Notes to Senior Debt and to any  securities  issued in
exchange for Senior Debt).  See "Risk Factors -- Risks  Relating to the Exchange
Notes and the Exchange  Offer --  Subordination  of the  Exchange  Notes -- Your
right to receive  payments on the Notes is junior,  in right of payment,  to our
bank and  other  unsubordinated  indebtedness  and  possibly  all of our  future
borrowings  and  junior to  obligations  of our  subsidiaries,  including  their
guarantee of our existing and future bank or other indebtedness."

     The Company also may not make any payment upon or  distribution  in respect
of the  Notes or  acquire  any of the Notes for cash or  property  or  otherwise
(except in or for such subordinated  securities) if (i) a default in the payment
of the principal of,  premium,  if any,  interest or any other  Obligation  with
respect to Senior Debt occurs and is continuing  beyond any applicable period of
grace (whether upon  maturity,  at a date fixed for  prepayment,  as a result of
acceleration  or  otherwise)  (a "payment  default")  or (ii) any other  default
occurs and is  continuing  (or if such an event of default  would occur upon any
payment  with  respect to the Notes or would arise upon the passage of time as a
result of such payment) with respect to any  Designated  Senior Debt as to which
the holders of such  Designated  Senior Debt would have the right to  accelerate
its maturity (a  "nonpayment  default"),  as a result of such  default,  and, in
either case, the Trustee receives a notice of such default (a "payment  blockage
notice") from the holders, or from the trustee, agent or other representative of
the holders,  of any such Designated  Senior Debt.  Payment on the Notes may and
shall be resumed  (i) in the case of a payment  default,  upon the date on which
such default is cured or waived and (ii) in case of a nonpayment  default,  upon
the earlier of the date on which such  nonpayment  default is cured or waived or
179 days  after  the date on which the  applicable  payment  blockage  notice is
received,   unless  the  maturity  of  any  Designated   Senior  Debt  has  been
accelerated.  No new period of  payment  blockage  in respect of any  nonpayment
default  may be  commenced  within 360 days after  receipt by the Trustee of any
prior  payment  blockage  notice.  No  nonpayment  default  that  existed or was
continuing on the date of delivery of any payment blockage notice to the Trustee
shall be made the basis for a subsequent  payment  blockage  notice  unless such
default  shall  have been cured or waived for a period of not less than 180 days
and all scheduled payments of principal,  premium,  if any and interest then due
and payable of the Notes shall have been made.  The Indenture  further  requires
that the Company  promptly notify holders of Senior Debt if payment of the Notes
is accelerated because of an Event of Default.

MANDATORY REDEMPTION

     Except as set forth under "-- Certain  Covenants -- Change of Control," and
"-- Certain Covenants -- Limitation on Sales of Assets," the Company will not be
required to make  mandatory  redemption or sinking fund payments with respect to
the Notes.

OPTIONAL REDEMPTION

     The Notes will not be redeemable  at the Company's  option prior to October
1, 2008. On and after such date,  the Notes will be subject to redemption at the
Company's  option,  in  whole or in part,  in  amounts  of  $1,000  or  integral
multiples  thereof,  upon not less than 30 nor more than 60 days' notice, at the
redemption  prices  (expressed  as  percentages  of principal  amount) set forth
below,  plus accrued and unpaid interest,  if any, to the applicable  redemption
date, if redeemed during the twelve month period  commencing on October 1 of the
years indicated below:

               YEAR                                PERCENTAGE
               ----                               -----------
               2008...........................      103.188%
               2009...........................      102.125%
               2010...........................      101.063%
               2011 and thereafter............      100.000%

<PAGE>
                                                                              74

     In addition,  at any time,  or from time to time, on or prior to October 1,
2006,  the Company may, at its option,  use the net cash proceeds of one or more
Equity  Offerings (as defined below) to redeem up to 35% of the principal amount
of Notes  originally  issued at a  redemption  price  equal to  106.375%  of the
principal  amount thereof plus accrued and unpaid interest  thereon,  if any, to
the date of such redemption,  PROVIDED that an amount of notes equal to at least
65% aggregate  principal amount of unregistered  notes originally issued remains
outstanding  immediately  after  any such  redemption.  In order to  effect  the
foregoing redemption with the proceeds of any Equity Offering, the Company shall
make such  redemption not more than 120 days after the  consummation of any such
Equity Offering.

     As used herein,  "Equity Offering" means the issuance and public or private
sale of Qualified  Capital Stock of the Company  resulting in gross  proceeds to
the Company of at least $10.0 million.

CERTAIN COVENANTS

     The Indenture contains, among others, the following covenants:

     LIMITATION ON ADDITIONAL DEBT. The Indenture  provides that the Company and
its Restricted  Subsidiaries  may not,  directly or indirectly,  Issue any Debt,
except that the Company and/or its Restricted Subsidiaries may Issue Debt if (i)
no Default or Event of Default  shall have  occurred and be  continuing  at such
time or shall occur as a result of such  issuance and (ii) at the time such Debt
is so Issued and after giving effect  thereto and to the  application of the net
proceeds therefrom,  the Leverage Ratio of the Company shall not be greater than
6.75 to 1.

     The limitations set forth in the immediately  preceding  paragraph will not
apply to:  (i) the  Notes;  (ii)  Existing  Debt;  (iii)  Debt  under the Credit
Facility,  to the extent that the aggregate amount of such Debt does not, at any
time,  exceed $750.0 million,  less the aggregate amount of Net Cash Proceeds of
Asset Sales that have been  applied by the  Company  since the Issue Date to the
repayment of any term loans  thereunder;  (iv) Debt owing from or to the Company
and its Restricted  Subsidiaries,  PROVIDED that any Debt owing from the Company
to its Restricted  Subsidiaries  is  subordinated  to the Notes;  (v) other Debt
issued  hereafter not to exceed in the  aggregate  $50.0 million at any one time
outstanding;  (vi) Debt in respect of Capitalized Lease Obligations and Purchase
Money  Obligations  not to exceed in the aggregate $50.0 million at any one time
outstanding;  (vii) Acquired Debt;  (viii) Debt incurred to renew,  refinance or
extend any Debt  described  in clauses (i) and (ii) above (other than our 8 5/8%
Senior  Subordinated Notes due 2011 to the extent purchased or redeemed with the
proceeds of our unregistered notes), incurred in accordance with the immediately
preceding  paragraph or represented by any notes otherwise  issued in compliance
with the  Indenture,  PROVIDED  that (a) in the case of Debt  incurred to renew,
refinance or extend any such Debt (other than Debt incurred in  accordance  with
the immediately preceding paragraph),  the aggregate principal amount of Debt so
issued  (or,  if such Debt is issued at a price less than the  principal  amount
thereof,  the original  issue price)  shall not exceed the  aggregate  principal
amount of the Debt being  extended,  renewed  or  refinanced  plus any  premium,
"make-whole"  amounts and penalties  actually  paid on the Debt being  extended,
renewed or refinanced and all reasonable fees and expenses payable in connection
with such renewal, refinancing or extension and (b) any Debt so issued shall not
mature  prior to the  earlier  of (x) the  stated  maturity  of the  Debt  being
extended,  renewed or replaced and (y) 91 days following the stated  maturity of
the  Notes and (ix)  Debt  under  Hedging  Obligations;  PROVIDED  that (a) such
Hedging Obligations are designed to protect against  fluctuations in interest or
currency  rates  or  commodity  prices  and  (b) in  the  case  of  any  Hedging
Obligations  under  clause  (1) of the  definition  thereof,  (I)  such  Hedging
Obligations  relate to payment  obligations  on Debt  otherwise  permitted to be
incurred  by this  covenant,  and (II) the  notional  principal  amount  of such
Hedging  Obligations at the time incurred does not exceed the amount of the Debt
to which such Hedging Obligations relate.

     For purposes of this covenant,  the accretion of original  issue  discount,
the payment in kind of interest  and  dividends  and the accrual of interest and
dividends  shall not be deemed to be  Issuances of such Debt (but the accrual of
any such  amounts  that  constitute  Debt  shall be  included  for  purposes  of
determining the Leverage Ratio).

     If an item of Debt meets the  criteria  of more than one of the  categories
described  in clauses  (i)  through  (ix) above or is  permitted  to be incurred
pursuant to the first  paragraph of this covenant and also meets the criteria of
one or more of the categories  described in clauses (i) through (ix) above,  the
Company may, in its sole  discretion,  classify  such item of Debt in any manner
that complies with this covenant and may from time to time  reclassify such item
of Debt in any manner in which such item could be  incurred  at the time of such
reclassification;  PROVIDED  that Debt  outstanding  on the Issue Date under the
Credit  Facility  (and any  refinancings  thereof)  shall  first be deemed to be
incurred under clause (iii) and may not be reclassified.

<PAGE>
                                                                              75

     LIMITATION ON SENIOR  SUBORDINATED  DEBT.  The Indenture  provides that the
Company  will not,  directly  or  indirectly,  become  liable,  contingently  or
otherwise,  with respect to any Debt that is  subordinated or junior in right of
payment to any Senior  Debt of the Company and senior in right of payment to the
Notes.

     LIMITATION ON LIENS SECURING CERTAIN DEBTS. The Indenture provides that the
Company will not,  and will not permit any of its  Restricted  Subsidiaries  to,
create,  incur,  assume or suffer to exist any Liens that secure any Debt of the
Company which is PARI PASSU with or subordinate in right of payment to the Notes
unless the Notes are secured equally and ratably with such Debt (but on a senior
basis if such other Debt is subordinate to the Notes) as long as such Debt is so
secured.  Notwithstanding the foregoing,  any amounts deposited with any trustee
or Person  performing  similar functions with respect to any outstanding Debt in
connection  with the discharge or defeasance of such Debt in a transaction  that
otherwise  complies with the Indenture,  which deposited  amounts are subject to
the Lien of the Person with whom such amounts have been deposited or the holders
of the  obligations  thereunder,  shall not be deemed  to be  subject  to a Lien
prohibited by the Indenture as a result thereof.

     LIMITATION ON RESTRICTED PAYMENTS.  The Indenture provides that the Company
will not,  and will not  permit any of its  Restricted  Subsidiaries  to,  make,
directly or indirectly,  any Restricted  Payment;  PROVIDED,  HOWEVER,  that the
Company and its Restricted  Subsidiaries may make Restricted Payments so long as
at the time of the making of such  Restricted  Payment and after  giving  effect
thereto:

          (a)  no  Default  or  Event  of  Default  shall  have  occurred  or be
     continuing as a consequence thereof;

          (b)  immediately  after giving effect to such Restricted Payment,  the
     Company  would  have  been  permitted  to incur  $1.00 of  additional  Debt
     pursuant to the terms of the first  paragraph  under the "--  Limitation on
     Additional Debt" covenant; and

          (c)  the  aggregate  amount expended by the Company and its Restricted
     Subsidiaries in connection with all Restricted  Payments made subsequent to
     the Issue Date shall not exceed the sum of,  without  duplication,  (i) the
     Company's  Cumulative  Credit (or, in the event such  aggregate  Cumulative
     Credit shall be a deficit,  minus 100% of such  deficit);  (ii) 100% of the
     Net Cash  Proceeds  received by the Company  from any Person  (other than a
     Subsidiary of the Company) from the issuance and sale subsequent to January
     1, 2004 of Qualified Capital Stock of the Company  (excluding (A) Qualified
     Capital Stock made as a distribution on any Capital Stock or as interest on
     any  Debt;  (B) any such Net Cash  Proceeds  from  issuances  and  sales of
     Qualified  Capital  Stock,  where the  purchase  is  financed  directly  or
     indirectly  using funds  borrowed from the Company or any Subsidiary of the
     Company  and (C) any such Net Cash  Proceeds  from  issuances  and sales of
     Qualified  Capital  Stock to the extent such Net Cash Proceeds were used to
     redeem  Notes  pursuant  to  the  second   paragraph   under  "--  Optional
     Redemption");  (iii) 100% of the Net Cash Proceeds  received by the Company
     from the exercise of options or warrants on Qualified  Capital Stock of the
     Company  since  January  1,  2004  (other  than  from a  Subsidiary  of the
     Company);  (iv) 100% of the Net Cash Proceeds  received by the Company from
     the  conversion  into  Qualified  Capital  Stock  of  convertible  Debt  or
     convertible  Preferred  Stock issued and sold since  January 1, 2004 (other
     than from a  Subsidiary  of the  Company);  (v) 100% of the  aggregate  net
     proceeds of any (a) sale or other  disposition  of  Restricted  Investments
     (which  Investment was made after January 1, 2004) made by the Company or a
     Restricted Subsidiary of the Company, (b) dividends, whether liquidating or
     otherwise,  from,  or  the  sale  of  capital  stock  of,  an  Unrestricted
     Subsidiary,  or (c)  dividends,  whether  liquidating  or  otherwise,  from
     Restricted Investments; and (vi) $75.0 million.

     Notwithstanding  the foregoing,  this  restriction will not prevent (A) the
payment  of any  dividend  within 60 days after the date of  declaration  if the
dividend would have been permitted on the date of declaration; (B) so long as no
Default or Event of Default  shall have occurred or be continuing or shall occur
as a consequence  thereof, the acquisition of Capital Stock of the Company which
is funded  either by the  exchange of shares of Qualified  Capital  Stock of the
Company or from the Net Cash Proceeds of the  substantially  concurrent sale for
cash of  shares of  Qualified  Capital  Stock of the  Company  (other  than to a
Subsidiary of the Company) which amount shall not then be included in (c)(ii) of
the  immediately  preceding  paragraph;  (C) so long as no  Default  or Event of
Default  shall have  occurred or be  continuing  or shall occur as a consequence
thereof, the purchase for value of shares of Capital Stock or warrants,  options
or other  rights  to  acquire  Capital  Stock  held by  directors,  officers  or
employees of the Company upon death,  disability,  retirement or  termination of
employment in an aggregate amount not to exceed $3.0 million in any twelve-month
period;  (D) so long as no Default or Event of Default shall have occurred or be
continuing or shall occur as a consequence thereof, and immediately after giving
effect to such  Restricted  Payment,  the Company  would have been  permitted to
incur at least  $1.00 of  additional  Debt  pursuant  to the  terms of the first

<PAGE>
                                                                              76

paragraph under  "Limitation on Additional  Debt," the commitment to purchase or
purchase  from the Permitted  Holders,  of Capital Stock of the Company owned by
any of them for an aggregate purchase price of up to $75.0 million provided that
(i) no more than $25.0 million may be committed to be  purchased,  or purchased,
prior to December  31,  2005 and (ii) no more than $25.0  million may be used to
purchase  Capital  Stock of  Permitted  Holders  that are not Scudder  Permitted
Holders; PROVIDED, HOWEVER, that, notwithstanding the foregoing, the Company and
its Restricted  Subsidiaries  may, at any time commit to purchase  Capital Stock
from the Permitted  Holders so long as the agreement  evidencing such commitment
provides that the purchase will occur at a time permitted by this clause (D) and
only to the extent  such  purchase  is  permitted  by this  clause (D) as of the
proposed  purchase date and (E) purchases (and  commitments to so purchase) from
the Permitted  Holders of Capital Stock with (and only to the extent of) the net
cash proceeds received from life insurance on Permitted  Holders,  provided that
the  premiums  for such  insurance  to the  extent  paid by the  Company  or any
Restricted  Subsidiary  (but not the  proceeds  thereof)  shall be  deemed to be
Restricted Payments.

     LIMITATION ON SALES OF ASSETS.  The Indenture provides that the Company and
its Restricted  Subsidiaries  may not,  directly or  indirectly,  consummate any
Asset Sale unless:  (a) at least 75% of the  consideration  therefor received by
the Company or such Restricted  Subsidiary  shall be in the form of cash or Cash
Equivalents,  PROVIDED,  that the amount of (i) any liabilities (as shown on the
Company's or such  Restricted  Subsidiary's  most recent balance sheet or in the
notes  thereto)  of  the  Company  or  any  Restricted  Subsidiary  (other  than
liabilities  that are by their terms  subordinated to the Notes or any guarantee
thereof) that are assumed by the transferee of any such assets shall be excluded
from such  calculation and (ii) any notes or other  obligations  received by the
Company  or any  such  Restricted  Subsidiary  from  such  transferee  that  are
converted by the Company or such Restricted Subsidiary within 30 days of receipt
thereof into cash (to the extent of the cash received)  shall be deemed,  to the
extent of cash so received,  to be cash for purposes of this provision;  (b) the
Company or such Restricted Subsidiary shall have received  consideration in such
Asset Sale at least  equal to the fair  market  value of the assets sold in such
Asset  Sale (as  determined  in good  faith by the  Board  of  Directors  of the
Company);  and (c) such  Asset  Sale is  approved  in  writing  by the  Board of
Directors of the Company; PROVIDED,  however, that clause (a) above and the next
paragraph  shall not apply to the extent an Asset Sale  consists of the exchange
of one or more  newspapers,  Permitted  Investments  or assets  or  proper  ties
utilized  in  a  Permitted  Business  for  one  or  more  newspapers,  Permitted
Investments or assets or properties utilized in a Permitted Business.

     The Company will, and will cause each such Restricted  Subsidiary to, apply
such Net Cash Proceeds within 360 days of receipt thereof to (i) reinvestment by
the Company or such Restricted  Subsidiary in a Permitted Investment or property
or assets to be employed in a Permitted  Business,  (ii) the permanent repayment
of Debt (including  premium) of the Company or its Restricted  Subsidiaries that
is held by a person  other than a  Restricted  Subsidiary  or  Affiliate  of the
Company,  or  (iii)  the  repurchase  of  Notes  tendered  as  described  in the
immediately  succeeding  paragraph.  Any Net Cash Proceeds from Asset Sales that
are not  applied as  provided  in clause (i) or (ii) of the  preceding  sentence
shall constitute excess proceeds ("Excess Proceeds").

     In the event the Company or any Restricted  Subsidiary  shall have received
any Excess Proceeds,  the Company will make an offer to all holders of the Notes
to purchase the maximum  principal  amount of Notes that may be purchased out of
such Excess  Proceeds,  at an offer price, in cash in an amount equal to 100% of
the outstanding  principal amount thereof,  plus the accrued and unpaid interest
thereon,  if any, to the date fixed for the closing of such offer, in accordance
with the procedures set forth in the Indenture. To the extent that the aggregate
principal amount of Notes tendered pursuant to an offer to purchase is less than
the  Excess  Proceeds,  the  Company  may use such  excess for any  purpose  not
prohibited  by the  Indenture.  If  the  aggregate  principal  amount  of  Notes
surrendered  by  holders  thereof  exceeds  the amount of Excess  Proceeds,  the
Trustee   shall  select  the  Notes  to  be  purchased  on  a  pro  rata  basis.
Notwithstanding the foregoing,  if after applying any Net Cash Proceeds received
from Asset Sales in  accordance  with  clauses  (i) and (ii) of the  immediately
preceding   paragraph,   Excess  Proceeds  are  less  than  $10.0  million,  the
application  of such  Excess  Proceeds to  repurchase  the Notes may be deferred
until such time as such Excess Proceeds are at least equal to $10.0 million,  at
which time the  Company or such  Restricted  Subsidiary  shall,  within 30 days,
apply all such Excess Proceeds to an offer to repurchase the Notes.

     The Company will comply, to the extent applicable, with the requirements of
Section 14(e) of the Exchange Act and any other  securities  laws or regulations
in connection  with the repurchase of Notes  pursuant to the covenant  described
hereunder.  To the  extent  that  the  provisions  of  any  securities  laws  or
regulations  conflict with provisions of the covenant described  hereunder,  the
Company will comply with the applicable securities laws and regulations and will
be deemed not to have  breached its  obligations  under the  covenant  described
hereunder by virtue thereof.

<PAGE>
                                                                              77

     LIMITATION ON TRANSACTIONS WITH AFFILIATES. The Indenture provides that the
Company will not,  and will not permit any of its  Restricted  Subsidiaries  to,
directly or indirectly, enter into or permit to exist any transaction (or series
of  related  transactions)  (each a  "Transaction")  with any  Affiliate  of the
Company  or any  Unrestricted  Subsidiary  of the  Company,  including,  without
limitation,  any sale,  purchase,  lease or loan or any other direct or indirect
payment,  transfer or other disposition of assets, property or services,  unless
(a) such  Transaction  is on  terms no less  favorable  to the  Company  or such
Restricted Subsidiary,  as the case may be, than those that could be obtained in
a  comparable  arm's-length  transaction  with an  independent  third party (the
"Fairness  Condition") and (b) prior to effecting such Transaction,  the Company
shall  deliver to the  Trustee  (i) with  respect to any  Transaction  involving
aggregate  consideration  in excess of $5.0  million,  an officers'  certificate
certifying  that a  majority  of the  disinterested  members  of  the  Board  of
Directors of the Company has approved such  Transaction  and has determined that
the  terms  of such  Transaction  satisfy  the  Fairness  Condition  and (ii) in
addition,  with respect to any Transaction involving (x) aggregate consideration
in excess of $5.0 million in which there are no  disinterested  directors or (y)
aggregate  consideration  in excess of $10.0 million,  a written  opinion from a
nationally  recognized  investment  banking  firm stating that the terms of such
Transaction  are  fair to the  Company  or  such  Restricted  Subsidiary  from a
financial  point of view.  Clause  (b)(ii)(y)  shall not apply to  purchases  of
newsprint in the ordinary  course of business by the Company and its  Restricted
Subsidiaries  from Affiliates of the Company or of its Restricted  Subsidiaries.
Notwithstanding  the  foregoing,  this  provision  will  not  apply  to (A)  any
Transaction between (x) the Company and a Restricted  Subsidiary of the Company,
(y)  Restricted  Subsidiaries  of the Company  (PROVIDED that in the case of any
Restricted Subsidiary that is not a Wholly Owned Subsidiary, no affiliate of the
Company is a direct or indirect  investor in such Subsidiary  other than through
the Company),  or (z) the Company and its  Restricted  Subsidiaries,  on the one
hand, and a Permitted  Partnership,  on the other hand in the ordinary course of
business, (B) the making of Permitted Investments,  (C) the making of Restricted
Payments in accordance with the "-- Limitation on Restricted Payments" covenant,
(D) payments to  MediaNews  Services for payroll and benefits and for up to $3.5
million  per  year in  reimbursement  of  other  actual  cash  expenses  paid by
MediaNews  Services  relating to the operation of the Company and its Restricted
Subsidiaries   (or  incurred  on  behalf  of  the  Company  and  its  Restricted
Subsidiaries),   (E)  employee  benefits,  insurance  (including  directors  and
officers insurance) and compensation,  including,  without limitation,  bonuses,
retirement  plans,  equity plans,  directors fees and stock options,  paid to or
established  for  directors  and  officers  of the  Company  or  any  Restricted
Subsidiary  in the  ordinary  course of  business  and  approved by the Board of
Directors (or any committee thereof) of the Company, (F) any Transaction with an
Affiliate to the extent that the only  consideration  paid by the Company or any
Restricted  Subsidiary in such  Transaction  is shares of the  Company's  common
stock, and (G)  Transactions  pursuant to any contract or agreement in effect on
the Issue Date,  as the same may be amended,  modified or replaced  from time to
time,  so long as any such  contract or  agreement  as so  amended,  modified or
replaced is, taken as a whole, no less favorable in any material  respect to the
Company  and its  Restricted  Subsidiaries  or to the  holders of Notes than the
contract or agreement as in effect on the Issue Date.  In  connection  with this
covenant,  other than with respect to  directors  and  officers  insurance,  any
determination  regarding whether a director is  "disinterested"  will be made on
the basis of whether such director has, among other things,  a personal stake in
the business or transactions requiring any such determination to be made.

     LIMITATION ON DIVIDEND AND OTHER PAYMENT RESTRICTIONS  AFFECTING RESTRICTED
SUBSIDIARIES.  The  Indenture  provides  that the Company will not, and will not
permit any of its Restricted Subsidiaries to, directly or indirectly,  create or
otherwise  cause  or  permit  to  exist  or  become   effective  any  consensual
encumbrance or  restriction  on the ability of any Restricted  Subsidiary of the
Company to (i) pay  dividends  or make any other  distributions  on its  Capital
Stock or pay any Debt owed to the  Company  or a  Restricted  Subsidiary  of the
Company,  (ii) make loans or advances to the Company or a Restricted  Subsidiary
of the Company or (iii) transfer any of its properties or assets to the Company,
except  for  encumbrances  or  restrictions  existing  under or by reason of (A)
applicable  law, (B) the Indenture,  (C) agreements  existing on the Issue Date,
(D) the Credit Facility or the Notes, (E) customary non-assignment provisions of
any lease or  contract  governing  a  leasehold  interest  of the  Company  or a
Restricted Subsidiary of the Company, (F) any instrument governing or evidencing
Acquired Debt of a Person at the time of such acquisition,  which encumbrance or
restriction is not applicable to any Person,  or the properties or assets of any
Person, other than the Person, or such Person's property or assets, so acquired,
PROVIDED that such Debt, and such encumbrance or restriction, is not incurred in
connection with, or in contemplation of, such acquisition,  (G) any encumbrances
or restrictions  contained in any Debt governing any refinancings of the Debt or
renewals of other agreements  described in clause (C) or (F),  PROVIDED that the
encumbrances  and restrictions  contained in any such  refinancing  agreement or
amendment,  supplement,  renewal or other  modification  are not materially less
favorable  to holders  than  encumbrances  and  restrictions  contained  in such
agreements, (H) customary restrictions on such dividends,  distributions, loans,
advances  or  transfers  contained  in  agreements   governing  joint  operating
agreements  and  joint  ventures  and  shareholders   agreements  with  minority
shareholders,  (I) restrictions  with respect to a Person that exist at the time
such Person is acquired by the Company or any Restricted  Subsidiary  (except to
the  extent  put  in  place  in  connection  with  or   contemplation   of  such
acquisition),  which  restrictions  are not  applicable  to any  Person,  or the
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                                                                              78

properties  or assets of any  Person,  other than the Person or the  property or
assets of the Person so acquired,  (J) restrictions in agreements governing Debt
incurred after the Issue Date that are,  taken as a whole,  no less favorable in
any  material  respect to the holders of Notes than  restrictions  contained  in
agreements   governing   Debt  in  effect  on  the  Issue  Date,  (K)  customary
restrictions  on transfer of assets subject to a sale agreement  entered into in
compliance  with the  Indenture  and (L)  restrictions  on  assignment of assets
arising from Liens on such assets that are permitted under the Indenture.

     INVESTMENT  COMPANY ACT. The  Indenture  provides that the Company will not
take any action that would require it or any of its Restricted  Subsidiaries  to
register as an investment company under the Investment Company Act of 1940.

     REPORTS TO THE SECURITIES AND EXCHANGE  COMMISSION.  The Indenture provides
that the Company  shall file with the Trustee  and, if such filings are not made
available  by the  Commission  free of charge  over the  Internet,  mail to each
holder of Notes, within 15 days after filing with the Commission,  copies of the
annual,  quarterly and current reports (or copies of such portions of any of the
foregoing as the Commission may by rules and regulations  prescribe) which it is
required  to file with the  Commission  pursuant  to  Section 13 or 15(d) of the
Exchange Act.  Notwithstanding that the Company is not required by law to remain
subject to the periodic  reporting  requirements  of the  Exchange  Act, it will
nonetheless  continue to file with the  Commission  and deliver to the  Trustee,
and, if such  filings are not made  available by the  Commission  free of charge
over the  Internet,  to each holder of Notes such annual,  quarterly and current
reports  which are  specified  in Section 13 or 15(d) of the  Exchange  Act.  In
addition,  the Company shall,  at its cost,  deliver to each holder of the Notes
quarterly and annual  reports  substantially  equivalent to those which would be
required under the Exchange Act.

     The Company will, for so long as any Notes remain  outstanding,  furnish to
the holders of the Notes and to securities  analysts and prospective  investors,
upon their request,  the information  required to be delivered  pursuant to Rule
144A(d)(4) under the Securities Act.

     LIMITATION ON BUSINESS.  The Indenture  provides that the Company will not,
and will  not  permit  any of its  Restricted  Subsidiaries  to,  engage  in any
business other than Permitted  Business  (other than  maintaining any Restricted
Investment made in accordance with the Indenture),  PROVIDED,  HOWEVER, that the
Company  and its  Restricted  Subsidiaries  may  continue  the  business  of any
Restricted Subsidiary acquired in accordance with the terms of the Indenture.

     LIMITATION  ON  RESTRICTED  AND  UNRESTRICTED  SUBSIDIARIES.  The Indenture
provides  that the Board of Directors of the Company may, if no Default or Event
of Default  shall have  occurred and be  continuing  or would result  therefrom,
designate any  Restricted  Subsidiary to be an  Unrestricted  Subsidiary if such
designation  is at that  time  permitted  under  "--  Limitation  on  Restricted
Payments"  above. The Indenture also provides that the Board of Directors of the
Company  may,  if no  Default or Event of Default  shall  have  occurred  and be
continuing or would result therefrom, designate an Unrestricted Subsidiary to be
a Restricted  Subsidiary;  PROVIDED,  HOWEVER,  that (i) any such  redesignation
shall be deemed to be an incurrence as of the date of such  redesignation by the
Company and the Restricted  Subsidiaries  of Debt, if any, of such  redesignated
Subsidiary  for purposes of "-- Limitation on Additional  Debt" above;  and (ii)
unless  such  redesignated   Restricted  Subsidiary  shall  not  have  any  Debt
outstanding  (other than Debt which would be permitted  under "--  Limitation on
Additional Debt" above),  no such designation  shall be permitted if immediately
after giving effect to such  redesignation  and the Incurrence of any such Debt,
the  Company  could not incur  $1.00 of  additional  Debt  pursuant to the first
paragraph  described  under "-- Limitation on Additional  Debt" above.  Any such
designation or  redesignation  by the Board of Directors of the Company shall be
evidenced  to the Trustee by the filing with the Trustee of a certified  copy of
the Board  Resolution of the Company's Board of Directors  giving effect to such
designation or redesignation and an Officers'  Certificate  certifying that such
designation or redesignation  complied with the foregoing conditions and setting
forth in reasonable detail the underlying calculations.

     The Indenture  provides that  Subsidiaries  that are not  designated by the
Board of Directors as Restricted or Unrestricted  Subsidiaries will be deemed to
be Restricted  Subsidiaries.  The  designation of a Restricted  Subsidiary as an
Unrestricted  Subsidiary  shall be deemed to include a designation of all of the
subsidiaries of such Unrestricted Subsidiary as Unrestricted Subsidiaries. As of
the Issue Date, there were no Unrestricted Subsidiaries.

     CHANGE OF CONTROL.  The Indenture  provides  that upon the  occurrence of a
Change of  Control,  each  holder of Notes  will have the right to  require  the
Company to repurchase  all or a portion of such holder's  Notes  pursuant to the
offer described below (the "Change of Control Offer"), at a purchase price equal
to 101% of the  principal  amount  thereof  plus  accrued  and  unpaid  interest
thereon, if any, to the date of repurchase.

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                                                                              79

     Within twenty (20)  Business Days  following the date upon which the Change
of Control  occurred,  the Company  will send,  by first class mail, a notice to
each holder of the Notes, with a copy to the Trustee,  which notice shall govern
the terms of the Change of Control Offer.  Such notice shall state,  among other
things,  the purchase date, which must be no earlier than 30 days nor later than
45 days from the date such  notice is mailed,  other than as may be  required by
law (the  "Change of Control  Payment  Date").  Holders  electing to have a Note
purchased  pursuant to a Change of Control  Offer will be required to  surrender
the Note with the form  entitled  "Option  of Holder to Elect  Purchase"  on the
reverse of the Note completed,  to the Paying Agent at the address  specified in
the notice prior to the close of business on the business day immediately  prior
to the Change of Control Payment Date.

     If a Change of Control were to occur,  there can be no  assurance  that the
Company  would have  sufficient  funds to  purchase  all of the Notes that it is
required to repurchase.  In the event that the Company were required to purchase
outstanding  Notes  pursuant to a Change of Control Offer,  the Company  expects
that it would need to seek third party  financing to the extent it does not have
available  funds to meet its  purchase  obligations.  However,  there  can be no
assurance that the Company would be able to obtain such financing.  Accordingly,
the obligation of the Company to offer to repurchase the Notes may be of limited
value if the Company  cannot  obtain  sufficient  funding to repay all Debt then
becoming  due. A Change of Control may  constitute an Event of Default under the
Credit  Facility,  and permit the holders of the Debt  thereunder to declare all
amounts outstanding thereunder to be immediately due and payable.

     Restrictions  in the  Indenture  described  herein  on the  ability  of the
Company and its Restricted Subsidiaries to incur additional Debt, to grant Liens
on its property,  to make  Restricted  Payments and to make Asset Sales may also
make more difficult or discourage a takeover of the Company,  whether favored or
opposed  by  current  management  of the  Company.  Such  restrictions  and  the
restrictions on transactions with Affiliates may, in certain circumstances, make
more  difficult  or  discourage a leveraged  buyout of the  Company.  While such
restrictions  cover a wide variety of arrangements which have traditionally been
used to effect highly leveraged  transactions,  the Indenture may not afford the
holders  protection  in all  circumstances  from the adverse  aspect of a highly
leveraged  transaction,   reorganization,   restructuring,   merger  or  similar
transaction.  For  example,  the Company  could in the future enter into certain
transactions  including  acquisitions,  refinancings or other  recapitalizations
that would not  constitute  a Change of Control  under the  Indenture,  but that
could increase the amount of indebtedness  outstanding at such time or otherwise
affect the Company's capital structure or credit ratings.

     The Company will comply, to the extent applicable, with the requirements of
Section 14(e) of the Exchange Act and any other  securities  laws or regulations
in connection  with the repurchase of Notes  pursuant to the covenant  described
hereunder.  To the  extent  that  the  provisions  of  any  securities  laws  or
regulations  conflict with provisions of the covenant described  hereunder,  the
Company will comply with the applicable securities laws and regulations and will
be deemed not to have  breached its  obligations  under the  covenant  described
hereunder by virtue thereof.

     The Company  will not be required to make a Change of Control  Offer upon a
Change of Control if a third party makes the Change of Control Offer at the same
or a higher  purchase  price,  at the same times and  otherwise  in  substantial
compliance  with the  requirements  applicable  to a  Change  of  Control  Offer
otherwise  required to be made by the Company and  purchases  all Notes  validly
tendered and not withdrawn upon such Change of Control Offer.

     A Change of Control  Offer may be made in  advance of a Change of  Control,
and  conditioned  upon such Change of Control,  if a definitive  agreement is in
place for the  Change of  Control at the time of making of the Change of Control
Offer.  Notes  repurchased by the Company  pursuant to a Change of Control Offer
will have the status of Notes issued but not  outstanding or will be retired and
canceled,  at the  option  of the  Company.  Notes  purchased  by a third  party
pursuant to the  preceding  paragraph  will have the status of Notes  issued and
outstanding.

     MERGER OR CONSOLIDATION.  The Indenture provides that the Company will not,
in a single transaction or a series of related transactions, consolidate with or
merge with or into another  Person or adopt any plan of  liquidation or sell all
or substantially  all of its assets,  unless (i) either (x) the Company shall be
the surviving corporation or (y) the surviving Person (the "Survivor"), if other
than the Company, shall be a corporation, partnership, limited liability company
or trust, organized and existing under the laws of the United States of America,
one of the states thereof or the District of Columbia, (ii) the Survivor assumes
by  supplemental  indenture  all of the  obligations  of the  Company  under the
Indenture  and  the  Notes,  (iii)  immediately  after  giving  effect  to  such
transaction  (including  any Debt  incurred  or  anticipated  to be  incurred in
connection with such transaction), (x) no Default or Event of Default shall have
occurred and be continuing,  and (y) on a pro forma basis as if such transaction
and the  incurrence  of any  such  Debt had  occurred  at the  beginning  of the
four-quarter period immediately preceding such transaction,  the Survivor or the
Company,  as the  case may be,  would  have  been  permitted  to incur  $1.00 of

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additional  Debt under the first  paragraph of the "--  Limitation on Additional
Debt" covenant and (iv) the Company shall have delivered to the Trustee  certain
officers'  certificates  and opinions of counsel  demonstrating  compliance with
each of the foregoing.

EVENTS OF DEFAULT

     An Event of  Default  is  defined in the  Indenture  to mean,  among  other
things, (i) the failure by the Company to pay interest on any Note when the same
becomes  due and payable and the  continuance  of any such  failure for 30 days;
(ii) the failure by the Company to pay the principal of, or premium,  if any, on
any Note when and as the same shall  become due and payable,  at maturity,  upon
acceleration,  redemption  or  otherwise,  including  as a result of a Change of
Control Offer or an Asset Sale;  (iii) the failure by the Company to comply with
any of its  agreements  or covenants  described  under the heading "-- Merger or
Consolidation"  above; (iv) the failure by the Company to comply (A) with any of
its  agreements or covenants  described  under the "--  Limitation on Restricted
Payments"  covenant,  the "--  Limitation on Additional  Debt"  covenant,  the "
--Limitation on Senior Subordinated Debt" covenant,  the "-- Limitation on Liens
Securing  Certain  Debts"  covenant,   the  "--  Limitation  on  Restricted  and
Unrestricted  Subsidiaries"  covenant or the "--  Limitation on Sales of Assets"
covenant  described above, and the continuance of such failure for 30 days after
written  notice is given to the Company by the Trustee or to the Company and the
Trustee by the holders of 25% in  aggregate  principal  amount of the Notes then
outstanding  or (B) with any other  agreements  or covenants in the Notes or the
Indenture and the  continuance  of such failure for 45 days after written notice
is given to the  Company by the Trustee or to the Company and the Trustee by the
holders of 25% in aggregate principal amount of the Notes then outstanding;  (v)
failure to pay at final  maturity  (after any stated grace period) the principal
of and  interest  on one or more  classes  of Debt of the  Company or any of its
Restricted  Subsidiaries,  whether such Debt is outstanding on the Issue Date or
thereafter  incurred  having,  individually or in the aggregate,  an outstanding
principal   amount   exceeding  $20.0  million  or  more  or  any  Debt  having,
individually  or in the aggregate,  an outstanding  principal  amount  exceeding
$20.0  million is declared due and payable  prior to the stated  maturity;  (vi)
certain  judgments  for the  payment  of money in  excess of $20.0  million  are
entered  against the  Company or any of its  Significant  Subsidiaries  and such
judgments  remain  undischarged  and unstayed for a period of 60 days after such
judgment  or  judgments  become  final and  nonappealable  and after the  notice
specified below; and (vii) certain events of bankruptcy, insolvency, foreclosure
or  reorganization of the Company or any Significant  Subsidiary.  The Indenture
provides  that the  Trustee  must,  within  90 days  after the  occurrence  of a
Default,  give to the  holders  of the  Notes  notice of all  uncured  Events of
Default known to it; PROVIDED that,  except in the case of a Default relating to
the payment of principal or interest in respect of such Notes,  the Trustee will
be protected in withholding  such notice if a committee of its Trust Officers in
good faith  determines that the withholding of such notice is in the interest of
the holders of the Notes. The Indenture provides that the Company is required to
furnish  annually to the Trustee a  certificate  as to its  compliance  with the
terms of the Indenture.

RIGHTS UPON DEFAULT

     Upon the happening of any Event of Default specified in the Indenture,  the
Trustee may, and the Trustee upon the request of 25% in principal  amount of the
then  outstanding  Notes  shall  or the  holders  of at least  25% in  aggregate
principal amount of the then outstanding  Notes may declare the principal of and
accrued but unpaid  interest,  if any, on all the Notes to be due and payable by
notice in writing to the Company and, if by the holders,  the Trustee specifying
the respective Event of Default and that it is a "notice of  acceleration,"  and
the same (i) shall become  immediately  due and payable  (other than an Event of
Default  resulting  from the  bankruptcy,  insolvency or  reorganization  of the
Company,  which shall result in automatic acceleration without the giving of any
such  notice)  or (ii) if there are any  amounts  outstanding  under  Designated
Senior Debt will become due and payable upon the first to occur of either (x) an
acceleration,  or a failure to pay at final maturity,  under  Designated  Senior
Debt, or (y) five Business Days after the notice of  acceleration  has been sent
to the Company and each of the representatives  under Designated Senior Debt (if
any) unless no Events of Default shall be then continuing.

     Subject to certain  conditions,  the  holders  of a majority  in  aggregate
principal amount of Notes  outstanding are authorized to rescind any declaration
if all Events of Default then continuing  (other than any Events of Default with
respect to the  nonpayment  of principal  of, or interest on, any Note which has
become  due solely as a result of such  declaration)  have been cured or waived,
and to waive any  default  other than a default  with  respect to a covenant  or
provision  that cannot be modified or amended  without the consent of the holder
of each  outstanding  Note affected.  Subject to the provisions of the Indenture
relating to the duties of the  Trustee,  the Trustee is under no  obligation  to
exercise any of its rights or powers under the  Indenture at the request,  order
or direction of any of the holders of the Notes  issued  thereunder,  unless the
holders of such Notes have offered to the Trustee indemnity  satisfactory to it.
Subject to all provisions of the Indenture and applicable  law, the holders of a
majority in aggregate  principal  amount of the Notes then  outstanding have the
right to direct the time,  method and place of conducting any proceeding for any

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                                                                              81

remedy  available to the Trustee,  or exercising any trust or power conferred on
the Trustee.

TRANSFER AND EXCHANGE

     Upon any  transfer of a Note,  the  Registrar  may require a holder,  among
other things, to furnish appropriate endorsements and transfer documents, and to
pay any  taxes and fees  required  by law or  permitted  by the  Indenture.  The
Registrar  is not  required  to  transfer or  exchange  any Notes  selected  for
redemption nor is the Registrar required to transfer or exchange any Notes for a
period of 15 days before a selection  of Notes to be  redeemed.  The  registered
holder of a Note will be treated as the owner of it for all purposes.

THE TRUSTEE

     The Bank of New York is the Trustee  under the  Indenture  and is initially
serving as Registrar and Paying Agent with respect to the Notes.

     The Indenture  contains  certain  limitations on the rights of the Trustee,
should it become a  creditor  of the  Company,  to obtain  payment  of claims in
certain cases, or to realize on certain property received in respect of any such
claim as security or otherwise. The Trustee will be permitted to engage in other
transactions;  however,  if it acquires any conflicting  interest (as defined in
the Trust Indenture Act), it must eliminate such conflict or resign.

     The Indenture  provides that in case an Event of Default shall occur (which
shall not be cured), the Trustee will be required, in the exercise of its power,
to use the degree of care of a prudent  man in the  conduct of his own  affairs.
Subject to such provisions,  the Trustee will be under no obligation to exercise
any of its rights or powers  under the  Indenture  at the  request of any of the
holders of the Notes  issued  thereunder,  unless they shall have offered to the
Trustee security and indemnity satisfactory to it.

NO PERSONAL LIABILITY OF DIRECTORS, OFFICERS, EMPLOYEES AND STOCKHOLDERS

     No director, officer, employee,  incorporator or stockholder of the Company
will have any  liability for any  obligations  of the Company under the Notes or
the  indenture  or for any claim  based on, in respect of, or by reason of, such
obligations or their creation.  Each holder of a Note by accepting a Note waives
and  releases  all  such  liability.  The  waiver  and  release  are part of the
consideration  for  issuance of the Notes.  The waiver may not be  effective  to
waive  liabilities  under the  federal  securities  laws.  It is the view of the
Commission that this type of waiver is against public policy.

MODIFICATIONS AND AMENDMENTS

     Modifications  and  amendments  of the Indenture may be made by the Company
and the Trustee  with the consent of the holders of a majority of the  aggregate
principal amount of the outstanding  Notes,  PROVIDED that no such modification,
amendment  or  instruction  may,  without  the  consent  of the  holder  of each
outstanding Note affected thereby:

          (a)  amend,  modify or change the obligation of the Company to make or
     consummate  a Change of Control  Offer or to offer to purchase  Notes using
     Excess Proceeds or waive any default in the  performance  thereof or modify
     any of the provisions or definitions in respect thereof, in each case after
     the relevant Change of Control or Asset Sale occurs;

          (b)  change the maturity of any Note;

          (c)  reduce  the amount,  extend the due date or otherwise  affect the
     terms of any scheduled payment of interest on or principal of the Notes;

          (d)  reduce any premium payable upon optional redemption of the Notes,
     change the date on which any Notes are subject to  redemption  or otherwise
     alter the provisions with respect to the redemption of the Notes;

          (e)  make any Note payable in money or currency other than that stated
     in the Notes;

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                                                                              82

          (f)  modify  or change any  provision of the  Indenture or the related
     definitions  to affect the ranking of the Notes in a manner that  adversely
     affects the holders;

          (g)  reduce  the  percentage  of  holders  necessary  to consent to an
     amendment or waiver to the Indenture or the Notes;

          (h)  impair the rights of holders to institute suit for enforcement of
     any payment of principal or interest on the Notes after the stated maturity
     thereof (or, in the case of redemption,  on or after the redemption  date);
     or

          (i)  make any change in these amendment and waiver provisions.

     Notwithstanding  the  foregoing,  the Company and the Trustee may amend the
Indenture or the Notes without the consent of any holder, to cure any ambiguity,
omission,  defect or  inconsistency,  to  provide  for  uncertificated  Notes in
addition to certificated Notes, to amend the transfer and exchange provisions in
any manner  that does not  adversely  affect  the  rights of the  holders in any
material respect, to provide for the assumption of the Company's  obligations to
the  holders  in the case of a  merger  or  acquisition,  to add  guarantors  or
security for the Notes,  to make any change that does not  adversely  affect the
rights of any holder,  to comply with the  requirements  of the Commission or to
maintain the qualification of the Indenture under the Trust Indenture Act.

SATISFACTION AND DISCHARGE

     The  Indenture  will be discharged  and will cease to be of further  effect
(except as to rights of  registration  of transfer  or exchange of Notes,  which
shall survive until all Notes have been  canceled) as to all  outstanding  Notes
when the Company has paid all sums payable by it under the Indenture and either

          (1)  all the Notes that have been  authenticated and delivered (except
     lost,  stolen or destroyed Notes which have been replaced or paid and Notes
     for whose payment money has been  deposited in trust or segregated and held
     in trust by the Company and thereafter  repaid to the Company or discharged
     from this trust) have been delivered to the Trustee for cancellation, or

          (2)  (a)  all Notes not  delivered  to the  Trustee  for  cancellation
     otherwise  have become due and  payable or have been called for  redemption
     pursuant to the provisions  described under "-- Optional  Redemption,"  and
     the Company has  irrevocably  deposited or caused to be deposited  with the
     Trustee  trust funds in trust in an amount of money  sufficient  to pay and
     discharge  the entire  Indebtedness  (including  all  principal and accrued
     interest)  on the  Notes  not  theretofore  delivered  to the  Trustee  for
     cancellation, and

          (b)  the Company has delivered irrevocable instructions to the Trustee
     to apply the deposited money toward the payment of the Notes at maturity or
     on the date of redemption, as the case may be.

     In  addition,  the Company must  deliver an  officers'  certificate  and an
opinion of counsel  stating that all conditions  precedent to  satisfaction  and
discharge have been complied with.

DEFEASANCE AND DISCHARGE OF THE INDENTURE AND THE NOTES

     The  Indenture  provides  that the Company at any time may terminate all of
its obligations under the Notes and the Indenture ("legal  defeasance"),  except
for  certain  obligations,  including  those  with  respect to the  transfer  or
exchange of the Notes, to replace mutilated, destroyed, lost or stolen Notes and
to maintain a registrar and paying agent in respect of the Notes. If the Company
exercises  its  legal  defeasance  option,  payment  of  the  Notes  may  not be
accelerated  despite an Event of Default  with respect  thereto.  Subject to the
conditions   described  below,  the  Company  at  any  time  may  terminate  its
obligations under most of the restrictive  covenants in the Indenture ("covenant
defeasance").   The   Company  may   exercise   its  legal   defeasance   option
notwithstanding its prior exercise of its covenant defeasance option.

     In order to exercise  either  defeasance  option (i) the Company  must have
irrevocably deposited in trust (the "defeasance trust") with the Trustee, money,
U.S. Government Obligations,  or any combination thereof,  sufficient to pay the
principal  of,  premium,  if any,  and  interest  on the  Notes to  maturity  or
redemption,  as the case may be; (ii) the Company  shall have  delivered  to the
Trustee  a  certificate  from  a  nationally   recognized  firm  of  independent
accountants  expressing  the opinion that the payment of principal  and interest

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                                                                              83

when due on the deposited U.S.  Government  Obligations plus any deposited money
will provide cash at such times and in such amounts as will be sufficient to pay
principal and interest when due on all the Notes to maturity or  redemption,  as
the case may be;  (iii) the  Company  shall  have  delivered  to the  Trustee an
opinion of counsel to the effect that the trust funds will not be subject to any
applicable  bankruptcy,  insolvency,  reorganization  or similar laws  affecting
creditors'  rights  generally;  (iv) no Default  or Event of Default  shall have
occurred and be  continuing  on the date of such deposit or insofar as Events of
Default from bankruptcy or insolvency  events are concerned,  at any time in the
period  ending on the 91st day after the date of deposit;  (v) the Company shall
have delivered an officer's  certificate and an opinion of counsel,  each to the
effect that such defeasance or covenant  defeasance shall not result in a breach
or  violation  of or  constitute  a default  under the  Indenture,  or any other
material agreement or instrument to which the Company is a party or by which the
Company is bound;  (vi) the  Company  shall  have  delivered  to the  Trustee an
opinion of counsel to the effect  that the trust  resulting  from the deposit is
not required to register as an investment  company under the Investment  Company
Act of 1940, as amended;  (vii) the Company shall have  delivered to the Trustee
an  opinion of  counsel  to the  effect  that the  holder of Notes  shall have a
perfected  security  interest  under  applicable  law  in  the  U.S.  Government
Obligations so deposited;  (viii) in the case of legal  defeasance,  the Company
shall have  delivered to the Trustee an opinion of counsel  confirming  that (a)
the Company has  received  from,  or there has been  published  by, the Internal
Revenue Service a ruling or (b) since the date of the Indenture,  there has been
a change in the applicable  federal income tax law, in either case to the effect
that,  and based thereon such opinion of counsel shall confirm that,  the holder
of the Notes will not  recognize  income,  gain or loss for  federal  income tax
purposes  as a result of such  legal  defeasance  and will be subject to federal
income  tax on the same  amounts,  in the same  manner  and at the same times as
would have been the case if such legal defeasance had not occurred;  (ix) in the
case of covenant defeasance,  the Company shall have delivered to the Trustee an
opinion of counsel  confirming  that the holders of the Notes will not recognize
income,  gain or loss for  federal  income  tax  purposes  as a  result  of such
covenant  defeasance  and will be  subject  to  federal  income  tax on the same
amounts, in the same manner and at the same times as would have been the case if
such  covenant  defeasance  had not  occurred;  and (x) the  Company  shall have
delivered  to the Trustee an  officers'  certificate  and an opinion of counsel,
each stating that all conditions  precedent  provided for relating to either the
legal  defeasance  or the  covenant  defeasance,  as the case may be,  have been
complied with.

GOVERNING LAW

     The Indenture and the  unregistered  notes are, and the exchange notes will
be,  governed by and construed in accordance  with, the laws of the State of New
York.

DEFINITIONS

     "ACQUIRED  DEBT" with  respect to any Person,  means (i) Debt of an entity,
which entity is acquired by the Company or any of its Subsidiaries  (through the
acquisition  of Capital Stock or assets) after the date of the  Indenture,  (ii)
Debt  assumed  which is secured by assets  acquired by the Company or any of its
Subsidiaries,  PROVIDED that the Debt in clauses (i) and (ii) is  outstanding at
the time of the  acquisition  of such entity or such  assets,  is not created in
contemplation  of such  acquisition  and, in the case of the  acquisition  of an
entity, is not, directly or indirectly,  recourse  (including by way of set-off)
to the Company or its Restricted Subsidiaries or any of their respective assets,
other than to the entity and its  Subsidiaries so acquired and the assets of the
entity and its Subsidiaries so acquired, or (iii) Refinancings of Debt described
in  clauses  (i) and (ii),  PROVIDED  that (a) in the case of Debt  incurred  to
renew,  refinance or extend Debt described in either such clause,  the aggregate
principal  amount of Debt so issued  (or, if such Debt is issued at a price less
than the principal  amount  thereof,  the original issue price) shall not exceed
the aggregate principal amount of the Debt being extended, renewed or refinanced
plus any premium,  "make-whole"  amounts and penalties actually paid on the Debt
being  extended,  renewed or  refinanced  and all  reasonable  fees and expenses
payable in connection with such renewal, refinancing or extension and (b) in the
case of Debt  described  in  clause  (i),  the  recourse  with  respect  to such
Refinancing Debt is limited to the same extent as the Debt so Refinanced.

     "ADJUSTED   CONSOLIDATED  OPERATING  CASH  FLOW"  of  a  Person  means  the
Consolidated  Operating Cash Flow of such Person as determined on a consolidated
basis in accordance with GAAP,  consistently applied, after giving effect to the
following:  (i) if,  since  the first  day of the  period in which  Consolidated
Operating Cash Flow is being calculated,  such Person or any of its Subsidiaries
completed an Asset Sale,  Consolidated Operating Cash Flow for such period shall
be reduced by an amount equal to the pro forma Consolidated  Operating Cash Flow
(if positive) directly  attributable to the assets which are the subject of such
Asset  Sale for the  period or  increased  by an  amount  equal to the pro forma
Consolidated Operating Cash Flow (if negative) directly attributable thereto for
such  period;  and  (ii)  if,  since  the  first  day of such  period  in  which
Consolidated Operating Cash Flow is being calculated,  such Person or any of its
Subsidiaries   completes  an   acquisition  of  any  Person  or  business  which

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                                                                              84

immediately  after such  acquisition  is a  Subsidiary  of such  Person or whose
assets are held directly by such Person or a Subsidiary of such Person, or makes
a material Investment in any Person other than a Subsidiary that is permitted by
the Indenture,  pro forma Consolidated  Operating Cash Flow shall be computed so
as to give pro forma effect to the acquisition of such Person or business or the
making of such  Investment as if such  acquisition or Investment had occurred on
the first day of such period. Any such pro forma calculation may include (a) any
adjustments  that would,  in the reasonable  determination  of the Company,  set
forth in an Officers' Certificate,  satisfy the requirements of Rule 11-02(a) of
Regulation  S-X as if  included  in a  registration  statement  filed  with  the
Commission,  and (b) any other operating expense reductions  reasonably expected
to result from any acquisition, if such expected reductions are (i) set forth in
reasonable  detail in an operating plan, and (ii) limited to operating  expenses
specified in such plan (and,  if any such  reductions  are set forth as a range,
the lowest  amount of such  range)  that would  otherwise  have  resulted in the
payment of cash within  twelve  months  after the date of  consummation  of such
transaction,  net of any operating  expenses  (other than  extraordinary  items,
non-recurring  or  temporary  charges  and  other  similar  one-time   expenses)
reasonably  expected to be incurred to implement such plan or to obtain goods or
services  (including,  without  limitation,  personnel,  occupancy and newsprint
expenses)  in  replacement  of goods and  services  that are being  curtailed or
eliminated  to result in such  expected  reductions,  and that are to be paid in
cash during such twelve-month period, and such Officers' Certificate so states.

     "AFFILIATE"  of any  specified  Person means any other  Person  directly or
indirectly  controlling  or  controlled  by or under  direct or indirect  common
control  with  such  specified  Person.  For the  purposes  of this  definition,
"control"  when used with  respect to any Person,  means the power to direct the
management and policies of such Person, directly or indirectly,  whether through
the  ownership of voting  securities,  by contract or  otherwise;  and the terms
"controlling" and "controlled" having meanings  correlative to the foregoing.  A
lender to such Person or any of its Subsidiaries  shall not, as a result of such
loan and any credit or similar agreement  entered into in connection  therewith,
be deemed an Affiliate of such Person.

     "ASSET SALE" means the sale,  transfer,  lease,  assignment,  conveyance or
other disposition (other than in the ordinary course of business) by the Company
or its  Restricted  Subsidiaries  of any assets of the Company or its Restricted
Subsidiaries  to any  Person  other than the  Company  or any of its  Restricted
Subsidiaries (other than Capital Stock of an Unrestricted  Subsidiary or Cash or
Cash Equivalents),  whether owned or outstanding on the date of the Indenture or
acquired thereafter, in one or more related transactions, in each case having an
aggregate fair market value in excess of $5.0 million.  Asset Sale shall include
the  disposition  of (i) any capital stock of any  Restricted  Subsidiary of the
Company or (ii) all or substantially all of the properties or assets relating to
any  newspaper  or  groups  of  newspapers  owned by the  Company  or any of its
Restricted Subsidiaries, in either case having an aggregate fair market value in
excess  of $5.0  million.  Any  Restricted  Payment  permitted  by the  covenant
described  under "-- Certain  Covenants -- Limitation  on  Restricted  Payments"
shall not be deemed to be an Asset Sale and any sale of all or substantially all
of the assets of the Company that is subject to "-- Certain  Covenants -- Merger
or Consolidation" shall not be deemed to be on Asset Sale.

     "BOARD  RESOLUTION"  means,  with  respect to any  Person,  a duly  adopted
resolution of the Board of Directors or other equivalent  governing body of such
Person.

     "CAPITAL  STOCK"  of  any  Person  means  any  and  all  shares,  interests
(including partnership interests), warrants, rights, options or other interests,
participations or other equivalents of or interests in (however  designated) the
equity of such Person,  including common stock or preferred  stock,  whether now
outstanding  or issued after the date of the  Indenture,  but excluding any debt
securities convertible into or exchangeable for such equity.

     "CAPITALIZED  LEASE  OBLIGATION"  means  any  rental  obligation  that,  in
accordance  with GAAP,  is  required to be  classified  and  accounted  for as a
capitalized lease and the amount of Debt represented by such obligation shall be
the capitalized  amount of such  obligation  determined in accordance with GAAP;
and the stated maturity thereof shall be the date of the last payment of rent or
any other amount due in respect of such obligation.

     "CASH  EQUIVALENTS"   means  (i)  readily  marketable   obligations  of  or
obligations  guaranteed  by the United States of America or issued by any agency
thereof and backed by the full faith and credit of the United States of America,
(ii) readily  marketable  direct  obligations  issued by any state of the United
States of America or any political subdivision having a rating in one of the two
highest rating categories obtainable from either Moody's Investors Service, Inc.
or Standard & Poor's Corporation,  (iii) commercial paper having a rating in one
of the two highest  rating  categories of Moody's  Investors  Service,  Inc., or
Standard & Poor's Corporation,  (iv) certificates of deposit issued by, bankers'
acceptances and deposit accounts of, and time deposits with, commercial banks of
recognized  standing  chartered in the United  States of America  with  capital,
surplus and  undivided  profits  aggregating  in excess of $500.0  million,  (v)
agreements to sell or repurchase securities of the kind described in clauses (i)

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and (ii) above,  and (vi)  shares of money  market  funds that invest  solely in
Permitted Investments of the kind described in clauses (i) through (v) above.

     "CHANGE  OF  CONTROL"  means the date on which any  Person  other  than the
Permitted  Holders,  individually or as a group,  becomes the "beneficial owner"
(as  defined in Rules  13d-3 and 13d-5  under the  Exchange  Act),  directly  or
indirectly,  in the aggregate, of a majority of the outstanding shares of Common
Stock or Voting Stock of the Company, on a fully diluted basis.

     "COMMISSION" means the Securities and Exchange Commission,  as from time to
time  constituted,  created  under the Exchange Act, or if at any time after the
execution of the Indenture  such  Commission is not existing and  performing the
duties  now  assigned  to it  under  the  Trust  Indenture  Act,  then  the body
performing such duties at such time.

     "COMMON  STOCK"  of  any  Person  means  any  and  all  shares,  interests,
participations,  or other  equivalents  (however  designated)  of such  Person's
common stock whether now outstanding or issued after the date of the Indenture.

     "CONSOLIDATED  INTEREST  EXPENSE" means, with respect to any Person for any
period,  the  aggregate of all cash and  non-cash  interest  expense  (including
amortization of any original issue discount  attributable to the issuance of any
debt  security  as part of or with  any  other  security)  with  respect  to all
outstanding Debt of such Person and its Subsidiaries for such period  determined
on a  consolidated  basis in  accordance  with GAAP,  the interest  component of
Capitalized  Lease  Obligations,  all  capitalized  interest,  and the  interest
portion of any deferred  payment  obligations for such period;  PROVIDED that if
any such  Subsidiary is not a Wholly Owned  Subsidiary of such Person,  interest
expense of such  Subsidiary and its  Subsidiaries  shall be included only to the
extent of such Person's  consolidated common equity ownership on a fully diluted
basis therein.

     "CONSOLIDATED  OPERATING  CASH FLOW" with  respect to the  Company  for any
period  means  (A)  Operating  Cash  Flow  of the  Company  and  its  Restricted
Subsidiaries,  for  such  period,  determined  on a  consolidated  basis  and in
accordance  with GAAP PLUS (B) with  respect  to an  Investment  in a  Permitted
Business  that does not qualify as a Subsidiary or a Permitted  Partnership  the
lesser of (a) dividends and other  distributions  received from such  Investment
for  such  period  and  (b)  the  Company's  and  its  Restricted  Subsidiaries'
percentage interest in the Operating Cash Flow of such Permitted Business,  PLUS
(C) for  any  Investment  in a  Permitted  Partnership,  the  Company's  and its
Restricted  Subsidiaries'  interest in the Operating Cash Flow of such Permitted
Partnership  (it  being  understood  that if any  such  Investment  is held by a
Restricted  Subsidiary  that is not a Wholly-Owned  Restricted  Subsidiary,  the
Company's  and  the  Restricted  Subsidiaries'  proportionate  interest  will be
reduced by the  percentage  of the Capital Stock of such  Restricted  Subsidiary
that is not owned  directly or  indirectly by the Company) less the Company's or
such  Restricted  Subsidiary's  pro rata  share  (based  upon  their  percentage
ownership  interest)  of  payments  of  principal  and  interest on Debt of such
Permitted  Partnership  for such period PROVIDED that, (x) in the case of clause
(A) if any  such  Person  is  not a  Wholly  Owned  Subsidiary  of the  Company,
Operating Cash Flow of such Person and its  Subsidiaries  shall be included only
to the extent of the Company's  common equity ownership on a fully diluted basis
therein,  (y) Operating  Cash Flow of any Person shall be excluded if and to the
extent that, the declaration of dividends or distribution by that Person of such
Operating Cash Flow is not, at the time,  permitted  directly or indirectly,  by
the terms of its charter, or any agreement, instrument, judgment, decree, order,
statute, rule or government regulation applicable to that Person and (z) if such
calculation is being made for the purposes of the covenant  described  under "--
Certain  Covenants -- Limitation on Restricted  Payments",  the amount included,
for any period,  under clause (C) shall never exceed  dividends or distributions
actually received from that Investment in that period.

     "CREDIT  FACILITY"  means  the  Credit  Agreement  among the  Company,  the
financial  institutions  named  therein  and  Bank of  America,  N.A.,  as agent
thereunder,   as  amended,   substituted,   refinanced   (including   successive
refinancings  and whether  through a  refinancing,  or successive  refinancings,
under one or more  commercial  loan  agreements  or  receivables  facilities  or
issuances  of debt  securities),  renewed or replaced  from time to time without
regard to the  amount of  credit  extended  thereunder  or the  identity  of the
lenders or agents with respect thereto.

     "CUMULATIVE  CREDIT"  means  (x)  Consolidated  Operating  Cash Flow of the
Company  from  and  after  January  1,  2004  to the end of the  fiscal  quarter
immediately  preceding the date of the proposed Restricted Payment,  or, if such
Consolidated  Operating Cash Flow for such period is negative,  minus the amount
by which such Consolidated  Operating Cash Flow is negative less (y) 150% of the
cumulative Consolidated Interest Expense of the Company for such period.

     "DEBT" of any Person  means,  without  duplication,  (i) the  principal  in
respect of (A)  indebtedness  of such Person for money borrowed  (whether or not
the  recourse of the lender is to the whole of the assets of such Person or only

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                                                                              86

to a portion thereof) and (B) indebtedness evidenced by notes, debentures, bonds
or other similar instruments for the payment of which such Person is responsible
or liable (other than those payable to government  agencies to defer the payment
of workers' compensation  liabilities,  taxes, assessments or other obligations,
and  provided  in the  ordinary  course of business  of such  Person);  (ii) all
Capitalized  Lease  Obligations  of such Person;  (iii) all  obligations of such
Person  issued or  assumed  as the  deferred  purchase  price of  property  (but
excluding  customary  earn-out  provisions  contained in acquisition  agreements
entered into in compliance with the Indenture), all conditional sale obligations
of such  Person and all  obligations  of such Person  under any title  retention
agreement  (but  excluding  trade  accounts  payable and other  accrued  current
liabilities arising in the ordinary course of business); (iv) all obligations of
such  Person  for the  reimbursement  of any  obligor  on any  letter of credit,
banker's acceptance or similar credit transaction,  other than letters of credit
entered into in the ordinary  course of business  that either are not drawn upon
or, if and to the extent drawn upon,  such drawing is  reimbursed  no later than
the  third  Business  Day  following  receipt  by such  Person  of a demand  for
reimbursement following payment on the letter of credit) and all net obligations
(determined in accordance  with GAAP) of such Person under Hedging  Obligations;
(v) the amount of all  Disqualified  Stock of such  Person  (but  excluding  any
accrued  dividends  thereon);  (vi) all  obligations  of the type referred to in
clauses (i) through (v) of other  Persons and all dividends of other Persons for
the payment of which,  in either  case,  such Person is  responsible  or liable,
directly or indirectly, as obligor, guarantor or otherwise, including guarantees
of such  obligations  and  dividends;  and  (vii)  all  obligations  of the type
referred to in clauses (i) through (vi) of other Persons  secured by any Lien on
any property,  asset or Capital  Stock held by such Person  (whether or not such
obligation  is assumed by such  Person),  the  amount of such  obligation  being
deemed to be the lesser of the value of such property or assets or the amount of
the obligation so secured, PROVIDED, that any obligations of the Company and its
Restricted  Subsidiaries  (x) deferred  pursuant to Section 4.07(a) of the Third
Amended and Restated Shareholders'  Agreement dated June 30, 1999, between Media
General,  Inc., MediaNews Group, Inc. and The Denver Post Corporation  (formerly
known as Denver  Newspapers,  Inc.), as amended and (y) under Section 9.9 of the
Partnership Agreement,  by and among West Coast MediaNews LLC, Donrey Newspapers
LLC, The Sun Company of San Bernardino,  California,  and MediaWest -SBC,  Inc.,
dated March 31, 1999, as amended,  to the extent  otherwise  constituting  Debt,
shall not  constitute  Debt prior to the scheduled  closing of the  transactions
contemplated thereby.

     "DEFAULT"  means any event which is, or after  notice or passage of time or
both would be, an Event of Default.

     "DESIGNATED  SENIOR DEBT" means all  obligations  of the Company  under the
Credit  Facility (to the extent  constituting  Senior Debt) and any other Senior
Debt  permitted  under  the  Indenture  the  principal  amount of which is $25.0
million or more that has been  designated  by the Company as  Designated  Senior
Debt.

     "DISQUALIFIED  STOCK" means, with respect to any Person,  any Capital Stock
which by its terms (or by the terms of any security into which it is convertible
or for which it is  exchangeable) or upon the happening of any event (i) matures
or  is  mandatorily  redeemable,  pursuant  to  a  sinking  fund  obligation  or
otherwise,  (ii)  is  subject  to  a  mandatory  offer  to  purchase,  (iii)  is
convertible or exchangeable for Debt or Disqualified Stock or (iv) is redeemable
at the option of the  holder  thereof,  in whole or in part;  in each case on or
prior to the 91st day  following  the stated  maturity  of the Notes;  PROVIDED,
HOWEVER,  that any class of Capital  Stock of such  Person  that,  by its terms,
authorizes  such  Person  to  satisfy  in full its  obligations  upon  maturity,
redemption  (pursuant to a sinking fund or otherwise)  or repurchase  thereof or
otherwise by the  delivery of Capital  Stock  (other than  Disqualified  Capital
Stock),  and that is not convertible,  puttable or exchangeable for Disqualified
Capital Stock or Debt,  will not be deemed to be  Disqualified  Capital Stock so
long as such Person satisfies its obligations with respect thereto solely by the
delivery of Capital Stock (other than  Disqualified  Capital  Stock);  PROVIDED,
FURTHER,  HOWEVER, that any Capital Stock that would not constitute Disqualified
Capital Stock but for provisions  thereof giving holders thereof (or the holders
of  any  security  into  or  for  which  such  Capital  Stock  is   convertible,
exchangeable  or  exercisable)  the right to require  the Company to redeem such
Capital Stock upon the occurrence of a change in control  occurring prior to the
91st day  following the final  maturity  date of the Notes shall not  constitute
Disqualified  Capital  Stock if the change in control  provisions  applicable to
such Capital  Stock are no more  favorable  to such holders than the  provisions
described  under  "--Certain  Covenants  -- Change of Control"  and such Capital
Stock  specifically  provides  that the Company will not redeem any such Capital
Stock  pursuant to such  provisions  prior to the  fulfillment  of the Company's
obligations described under "-- Certain Covenants -- Change of Control."

     "EXCHANGE ACT" means the Securities  Exchange Act of 1934, as amended,  and
the rules and regulations of the Commission promulgated thereunder.

     "EXISTING  DEBT" means Debt of the Company and its Restricted  Subsidiaries
(other than the Credit Facility) outstanding on the date of the Indenture.

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                                                                              87

     "GENERALLY  ACCEPTED  ACCOUNTING  PRINCIPLES"  or  "GAAP"  means  generally
accepted  accounting  principles set forth in the opinions and pronouncements of
the Accounting  Principles  Board of the American  Institute of Certified Public
Accountants  and  statements  and  pronouncements  of the  Financial  Accounting
Standards Board as they are in effect on the date of the Indenture.

     "GUARANTEE" by any Person means any obligation, contingent or otherwise, of
such Person directly or indirectly  guaranteeing  any Debt or other  obligation,
contingent  or  otherwise,  of  any  other  Person  and,  without  limiting  the
generality of the foregoing, any obligation,  direct or indirect,  contingent or
otherwise, of such Person (i) to purchase or pay (or advance or supply funds for
the purchase or payment of) such Debt or other  obligation  of such other Person
(whether arising by virtue of participation  arrangements,  by agreement to keep
well, to purchase assets, goods,  securities or services, to take-or-pay,  or to
maintain financial  statement  conditions or otherwise) or (ii) entered into for
the purpose of  assuring  the  obligee of such Debt or other  obligation  in any
other manner of the payment  thereof or to protect such obligee  against loss in
respect thereof (in whole or in part),  PROVIDED that the term "guarantee" shall
not include  endorsements  for  collection or deposit in the ordinary  course of
business. The term "Guarantee" used as a verb has a corresponding meaning.

     "HEDGING  OBLIGATIONS"  of any Person means the  obligations of such Person
pursuant to (1) any interest rate swap agreement, interest rate collar agreement
or other  similar  agreement or  arrangement,  (2) foreign  exchange  contracts,
currency swap agreements or other similar  agreement or arrangement,  or (3) any
forward contract, commodity swap agreement,  commodity option agreement or other
similar agreement or arrangement.

     "INTEREST  PAYMENT  DATE" means the Stated  Maturity of an  installment  of
interest on the Notes.

     "INVESTMENT"  means any  direct  or  indirect  advance,  loan  (other  than
advances or loans to  customers in the  ordinary  course of business,  which are
recorded at the time made as  accounts  receivable  on the balance  sheet of the
Person making such advance or loan),  guarantee or other  extension of credit or
capital  contribution  to (by means of any transfer of cash or other property to
others or any  payment  for  property  or  services  for the  account  or use of
others),  or any  purchase  or  acquisition  of  Capital  Stock,  bonds,  Notes,
debentures or other securities issued by any other Person.

     "ISSUE" means issue,  assume,  Guarantee,  incur or otherwise become liable
for; PROVIDED,  HOWEVER,  that any Debt or Capital Stock of a Person existing at
the time such Person becomes a Subsidiary of another Person  (whether by merger,
consolidation,  acquisition  or otherwise)  shall be deemed to be issued by such
Subsidiary at the time it becomes a Subsidiary of such other Person.

     "ISSUE DATE" means January 26, 2004,  the date of original  issuance of the
unregistered notes.

     "LEVERAGE  RATIO" means, as of any date, the ratio of (A) total Debt of the
Company and its Restricted Subsidiaries on a consolidated basis as of such date;
PROVIDED,  HOWEVER,  that for purposes of this clause, such total Debt shall not
include  up to $20.0  million  of Debt that would only be treated as Debt of the
Company because it is Guaranteed by the Company or its Restricted  Subsidiaries,
provided (and only to the extent) that (i) there has been no default or event of
default in existence  with respect to the Debt so  Guaranteed  and no Person has
sought  (or  indicated  would  seek)  payment  under (or with  respect  to) such
Guarantee;  (ii) such  Guarantee  was  incurred  in  furtherance  of a Permitted
Business and (iii) no  liability,  charge,  accrual,  expense,  payment or other
amount with  respect to such Debt has at any time been  required  in  accordance
with GAAP to be reflected on the consolidated balance sheet, statement of income
or cash flow  statement of the Company,  to (B) Trailing  Adjusted  Consolidated
Operating Cash Flow of the Company as of such date; PROVIDED,  HOWEVER, that the
Debt of any Restricted Subsidiary (and its Restricted  Subsidiaries) that is not
a Wholly Owned  Subsidiary,  on a fully diluted  basis,  of the Company shall be
included pro rata only to the extent of the Company's  common  equity  ownership
interest therein, on a fully diluted basis.

     "LIEN" means any lien,  mortgage,  charge,  pledge,  security interest,  or
other  encumbrance of any kind  (including any  conditional  sale or other title
retention agreement and any lease in the nature thereof),  whether or not filed,
recorded or otherwise  perfected under applicable law (including any conditional
sale or other title retention  agreement,  any lease in the nature thereof,  any
option or other agreement to sell or give a security  interest in and any filing
of or agreement to give any  financing  statement  under the Uniform  Commercial
Code (or equivalent statute) of any jurisdiction.)

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                                                                              88

     "NET CASH  PROCEEDS"  from an Asset Sale or issuance of Capital Stock means
cash  payments  received  from,  or by way  of  conversion  into  cash  or  Cash
Equivalents of any note or other  obligation  received in connection  with, such
Asset Sale or issuance or by way of deferred  payment of principal  pursuant to,
or liquidation of, any note or installment  receivable or otherwise (but only as
and when received therefrom), in each case net of all legal, title and recording
tax expenses,  commissions and other fees and expenses incurred,  and all income
taxes required to be accrued as a liability under GAAP, as a consequence of such
Asset Sale or issuance of Capital Stock.

     "OBLIGATIONS"  means  all  obligations  for  principal,  premium,  interest
(including   post-petition   interest),    penalties,   fees,   indemnification,
reimbursements,  damages and other  liabilities  payable under the documentation
governing any Debt.

     "OFFICERS'  CERTIFICATE"  means,  with respect to any Person, a certificate
signed by the Chief Executive  Officer,  the President or any Vice President and
the Chief  Financial  Officer or any  Treasurer of such Person that shall comply
with applicable provisions of the Indenture.

     "OPERATING  CASH FLOW" means,  with respect to any Person (A) revenues less
(B) the sum of (i)  cost of  sales,  (ii)  management  fees and  (iii)  selling,
general and administrative  expenses (other than non-cash expenses accrued under
employee compensation and stock ownership plans, but including any cash payments
made or required to be made under such plans;  PROVIDED that cash payments under
such plans subject to vesting or other conditions will be included only when and
to the extent such  vesting  has  occurred  or such other  conditions  have been
fulfilled).

     "PERMITTED  BUSINESS"  means the (i)  ownership  and operation of regional,
local and other  newspapers and other  businesses  directly related to newspaper
operations, and (ii) broadcast,  electronic media, and other businesses deriving
a majority of its revenue from advertising and circulation.

     "PERMITTED  HOLDERS" means (i) each of William Dean  Singleton,  Richard B.
Scudder,  Joseph  J.  Lodovic,  IV  and  their  respective  spouses,  ancestors,
siblings,  descendants (including children or grandchildren by adoption) and the
descendants of any of their siblings;  (ii) in the event of the  incompetence or
death of any of the Persons  described  in clause  (i),  such  Person's  estate,
executor,  administrator,  committee or other personal  representative,  in each
case who at any  particular  date  shall  beneficially  own or have the right to
acquire,  directly or indirectly,  Capital Stock of the Company; (iii) any trust
created for the benefit of the  Persons  described  in clause (i) or (ii) or any
trust for the benefit of any such trust; or (iv) any Person controlled by any of
the  Persons de scribed  in clause  (i),  (ii) or (iii).  For  purposes  of this
definition,  "control,"  as used with  respect  to any  Person,  shall  mean the
possession,  directly  or  indirectly,  of the  power to  direct  or  cause  the
direction  of the  management  and  policies  of such  Person,  whether  through
ownership of voting securities or by contract or otherwise.

     "PERMITTED INVESTMENTS" means (i) Investments by a Restricted Subsidiary of
the  Company  in the  Company or  Investments  by the  Company  or a  Restricted
Subsidiary of the Company in a Person that is, or as a result of such Investment
becomes,  a Restricted  Subsidiary of the Company,  (ii)  Investments in cash or
Cash  Equivalents,  (iii) Investments by the Company or by any of its Restricted
Subsidiaries  in a Permitted  Business,  including,  but not  limited to,  joint
ventures  or other  business  alliances  in the  ordinary  course  of  business,
PROVIDED that the other investors in such joint venture or business alliance are
not  Affiliates  of the  Company,  (iv)  Investments  of  the  Company  and  its
Restricted  Subsidiaries  arising  as a  result  of  any  Asset  Sale  otherwise
complying with the terms of the Indenture, (v) Investments existing on the Issue
Date, and any extension,  modification or renewal of any such  Investments,  but
only to the extent not involving  additional  advances,  contributions  or other
Investments  of cash or other  assets or other  increases  thereof,  (vi) stock,
obligations  or  securities  received  in  settlement  of debts  created  in the
ordinary  course  of  business  and  owing  to the  Company  or  any  Restricted
Subsidiary  or  in  satisfaction   of  judgments   including  under  a  plan  of
reorganization  or other  bankruptcy  proceeding,  (vii)  loans and  advances to
directors, employees and officers of the Company and its Restricted Subsidiaries
for bona fide  business  purposes not in excess of $10.0 million at any one time
outstanding,  (viii)  Investments  of a Person  owned by such Person at the time
such Person becomes a Restricted Subsidiary of the Company in a transaction that
complies with the Indenture to the extent (x) such  Investments were not made in
anticipation  of the acquisition of such Person by the Company or any Restricted
Subsidiary and (y) such Person was primarily engaged in a Permitted  Business at
the  time  of  such  acquisition,  (ix)  Investments  from  Hedging  Obligations
permitted by clause (ix) of the covenant  described under "Certain  Covenants --
Limitation on Additional Debt" and (x) other Investments (other than Investments
specified in clauses (i) through (ix) above) in an aggregate  amount,  as valued
at the time each such Investment is made, not exceeding $25.0 million.

     "PERMITTED  PARTNERSHIP"  means at the relevant time of determination,  any
Person that,  at such time,  (i) is not a Subsidiary of the Company and in which
the Company and its Restricted Subsidiaries collectively hold equity Investments

<PAGE>
                                                                              89

of at least 25% of the total  equity and voting  stock in such  Person;  (ii) is
engaged primarily in a Permitted Business of the type described in clause (i) of
the definition of "Permitted  Business";  (iii) the Company's and its Restricted
Subsidiaries'  proportionate  ownership  interest  in the cash flows of which is
included in the  Company's  filings  under the Exchange Act in "Adjusted  EBITDA
Available to the Company" or if the Company no longer includes such  information
in its Exchange Act filings,  in the good faith  judgment of the Company,  would
have been included in "Adjusted  EBITDA  Available to the  Company",  if so then
calculated on a basis consistent with that set forth in the offering  memorandum
for the unregistered notes; and (iv) which the Company has the ability,  through
its  ownership  of  Voting  Stock or  under  contract,  to  cause to  distribute
substantially   all  of  the   Company's   and  the   Restricted   Subsidiaries'
proportionate ownership interests in the free cash flow of such Person.

     "PERSON" means any  individual,  corporation,  limited  liability  company,
partnership,   joint  venture,   incorporated  or  unincorporated   association,
joint-stock company, trust,  unincorporated  organization or government or other
agency or political subdivision thereof or other entity of any kind.

     "PREFERRED STOCK" as applied to the Capital Stock of any corporation, means
Capital Stock of any class or classes (however designated) which is preferred as
to the  payment  of  dividends,  or as to the  distribution  of assets  upon any
voluntary or involuntary  liquidation or dissolution of such  corporation,  over
shares of Capital Stock of any other class of such corporation.  Preferred Stock
of any Person shall include Disqualified Stock of such Person.

     "PURCHASE  MONEY  OBLIGATIONS"  means  (i) any Debt of the  Company  or any
Restricted  Subsidiary incurred to finance the purchase of any assets (including
the purchase of Capital Stock of Persons that are not Affiliates of the Company)
but only if the amount of Debt  thereunder  does not exceed 100% of the purchase
cost of such assets (and  associated  expenses);  or (ii) Debt of the Company or
such Restricted  Subsidiary  which  refinances Debt referred to in clause (i) of
this definition.

     "QUALIFIED  CAPITAL  STOCK"  shall  mean  any  Capital  Stock  which is not
Disqualified Stock.

     "REFINANCE"  means,  in respect of any Debt, to refinance,  extend,  renew,
refund, repay, prepay,  redeem,  defease or retire, or to issue Debt in exchange
or  replacement  for,  such  Debt.  "Refinanced"  and  "Refinancing"  shall have
correlative meanings.

     "RESTRICTED  INVESTMENT"  means  any  Investment  other  than  a  Permitted
Investment.

     "RESTRICTED  PAYMENT"  means  (i) any  dividend  or  distribution  on or in
respect of any shares of Capital  Stock of the Company to the direct or indirect
holders (in their  capacities  as such) of Capital  Stock of the Company  (other
than dividends or  distributions  payable in common stock of the Company),  (ii)
the  redemption,  repurchase,  retirement or other  acquisition for value of any
Capital Stock of the Company,  (iii) any designation of a Restricted  Subsidiary
as an  Unrestricted  Subsidiary  on the basis of the  Investment  by the Company
therein,  (iv)  any  Restricted  Investment  by the  Company  or any  Restricted
Subsidiary of the Company,  PROVIDED that Restricted  Payments shall not include
the  redemption,  purchase,  retirement  or other  acquisition  for value by the
Company  or any of its  Restricted  Subsidiaries  of any  Capital  Stock  of the
Company  held by the Company or its  Restricted  Subsidiaries.  For  purposes of
determining the amount  expended for Restricted  Payments,  cash  distributed or
invested shall be valued at the face amount thereof and property other than cash
shall be valued at its fair market value.

     "RESTRICTED  SUBSIDIARY"  means a Subsidiary  of the Company  other than an
Unrestricted  Subsidiary  and  includes all of the  Subsidiaries  of the Company
existing as of the Issue Date.

     "SCUDDER  PERMITTED  HOLDERS" means (i) any of Richard B. Scudder,  Jean L.
Scudder, Charles Scudder,  Elizabeth A. Difani, Carolyn Miller, their respective
spouses, ancestors,  siblings,  descendants (including children or grandchildren
by adoption) and the descendants of any of their siblings;  (ii) in the event of
the  incompetence  or death of any of the Persons  described in clause (i), such
Person's   estate,   executor,   administrator,   committee  or  other  personal
representative,  in each case who at any particular date shall  beneficially own
or have the right to  acquire,  directly  or  indirectly,  Capital  Stock of the
Company;  (iii) any trust  created for the benefit of the Persons  described  in
clause (i) or (ii) or any trust for the benefit of any such  trust;  or (iv) any
Person  controlled by any of the Persons described in clause (i), (ii) or (iii).
For purposes of this definition,  "control," as used with respect to any Person,
shall mean the  possession,  directly or  indirectly,  of the power to direct or

<PAGE>
                                                                              90

cause the  direction of the  management  and  policies of such  Person,  whether
through ownership of voting securities or by contract or otherwise.

     "SENIOR  DEBT" means all  Obligations  of the Company  with  respect to any
Debt,  whether  outstanding on the date of the Indenture or thereafter  created,
incurred or assumed,  unless, in the case of any particular Debt, the instrument
creating or  evidencing  the same or  pursuant to which the same is  outstanding
expressly provides that such Debt shall not be senior in right of payment to the
Notes.  Notwithstanding  the foregoing,  Senior Debt shall not include:  (i) any
Debt of the  Company  to any  Subsidiary  of the  Company;  (ii) any Debt to, or
guaranteed on behalf of, any Affiliate  (other than any Restricted  Subsidiary),
director,  officer or employee of the  Company or of any  Restricted  Subsidiary
(including, without limitation,  amounts owed for compensation);  (iii) Debt and
other amounts incurred in connection with obtaining goods, materials or services
owing to trade creditors  (other than Hedging  Obligations);  (iv)  Disqualified
Stock: (v) any liability for federal,  state, local or other taxes owed or owing
by the Company;  (vi) Debt incurred in violation of the Indenture provisions set
forth under "-- Certain  Covenants -- Limitation on Additional  Debt"; and (vii)
Debt which is, by its express terms, junior in right of payment to the Notes.

     "SIGNIFICANT  SUBSIDIARY"  means any  Restricted  Subsidiary of the Company
which at the time of  determination  either (A) had assets which, as of the date
of the Company's most recent quarterly  consolidated balance sheet,  constituted
at least 5% of the  Company's  total assets on a  consolidated  basis as of such
date, in each case  determined in accordance  with GAAP, or (B) had revenues for
the  twelve-month  period  ending  on the  date  of the  Company's  most  recent
quarterly  consolidated statement of income which constituted at least 5% of the
Company's total revenues on a consolidated basis for such period.

     "STATED  MATURITY" When used with respect to any Note or any installment of
interest  thereon,  means the date  specified  in such Note as the fixed date on
which the  principal  of such Note or such  installment  of  interest is due and
payable, and, when used with respect to any other Debt, means the date specified
in the  instrument  governing such Debt as the fixed date on which the principal
of such Debt or any installment of interest is due and payable.

     "SUBSIDIARY"  means,  with  respect to any Person,  (i) a  corporation  the
majority of whose Voting Stock is at the time, directly or indirectly,  owned by
such Person,  by one or more  Subsidiaries  of such Person or by such Person and
one or more Subsidiaries thereof,  (ii) a partnership,  joint venture or limited
liability  company,  with  respect to which  such  Person  under the  applicable
partnership  agreement,  joint venture  agreement or limited  liability  company
operating  agreement owns a majority of the equity interests  therein and either
has the  power to  appoint  a  majority  of the board of  managers  thereof,  or
otherwise has the power to direct the policies,  management and affairs  thereof
through a management  agreement  or otherwise or (iii) any Person  (other than a
corporation,  partnership,  joint venture or limited liability company) in which
such Person,  one or more Subsidiaries  thereof,  or such Person and one or more
Subsidiaries  thereof,  directly  or  indirectly,  at the date of  determination
thereof has at least a majority  ownership  interest and the power to direct the
policies,  management and affairs thereof. For purposes of this definition,  any
director's  qualifying  shares or investments by foreign  nationals  mandated by
applicable  law  shall  be  disregarded  in  determining   the  ownership  of  a
Subsidiary.

     "TRAILING"  means,  at or in respect of any date, the  twelve-month  period
ending on the last day of the month  immediately  preceding  such date for which
financial statements are available.

     "TRUST INDENTURE ACT" means the Trust Indenture Act of 1939, as amended.

     "UNRESTRICTED SUBSIDIARY" means any Subsidiary (including its Subsidiaries)
so  designated  by a Board  Resolution  adopted by the Board of Directors of the
Company in accordance with "-- Certain Covenants -- Limitation on Restricted and
Unrestricted Subsidiaries" above. Notwithstanding the foregoing, an Unrestricted
Subsidiary  shall be deemed to be  redesignated  a Restricted  Subsidiary at any
time if (a) the Company or any Restricted Subsidiary (i) provides credit support
for, or a guarantee of, any outstanding Debt of such Unrestricted  Subsidiary or
any of its  Subsidiaries  (including  any  undertaking,  agreement or instrument
evidencing  such Debt) or (ii) is directly or indirectly  liable for any Debt of
such Unrestricted Subsidiary or any of its Subsidiaries,  (b) in the case of any
such Subsidiary that has Debt  outstanding,  a default with respect to such Debt
of such Unrestricted  Subsidiary or any of its Subsidiaries (including any right
which the holders  thereof may have to take  enforcement  action  against any of
them) would permit (upon notice,  lapse of time or both) any holder of any other
Debt of the Company or any  Restricted  Subsidiary  to declare a default on such
other Debt or cause the payment  thereof to be  accelerated  or payable prior to
its final scheduled  maturity or (c) such Unrestricted  Subsidiary or any of its
Subsidiaries incurs Debt pursuant to which the lender has recourse to any of the
assets of the Company or any of its Restricted Subsidiaries.

<PAGE>
                                                                              91

     "U.S.   GOVERNMENT   OBLIGATIONS"   means  money  or  direct   non-callable
obligations of, and obligations  guaranteed by, the United States of America for
the payment of which the full faith and credit of the United States is pledged.

     "VOTING STOCK" of a corporation  means all classes of Capital Stock of such
corporation  then  outstanding and normally  entitled to vote in the election of
directors.

     "WHOLLY-OWNED  SUBSIDIARY" means any Restricted  Subsidiary all the Capital
Stock  of  which  (other  than  directors'  qualifying  shares)  is owned by the
applicable  corporation  or another  Wholly-Owned  Subsidiary of the  applicable
corporation.

<PAGE>
                                                                              92
                          BOOK-ENTRY; DELIVERY AND FORM

     The  certificates  representing  the exchange notes will be issued in fully
registered form without interest coupons.

     Exchange notes will  initially be represented by permanent  global Notes in
fully  registered form without  interest coupons (each a "Global Note") and will
be deposited  with the Trustee as a custodian for The  Depositary  Trust Company
("DTC") and registered in the name of a nominee of such depositary.

THE GLOBAL NOTES

     We expect  that  pursuant  to  procedures  established  by DTC (i) upon the
issuance of the Global Notes, DTC or its custodian will credit,  on its internal
system, the principal amount at maturity of the individual  beneficial interests
represented by such Global Notes to the respective  accounts of persons who have
accounts with such depositary and (ii) ownership of beneficial  interests in the
Global  Notes  will be shown on,  and the  transfer  of such  ownership  will be
effected only through, records maintained by DTC or its nominee (with respect to
interests of  participants)  and the records of  participants  (with  respect to
interests of persons other than  participants).  Such accounts initially will be
designated by or on behalf of the tendering  unregistered  notes in the exchange
offer and ownership of beneficial  interests in the Global Notes will be limited
to persons  who have  accounts  with DTC  ("participants")  or persons  who hold
interests through  participants.  Holders may hold their interests in the Global
Notes  directly  through  DTC if  they  are  participants  in  such  system,  or
indirectly through organizations which are participants in such system.

     So long as DTC, or its nominee,  is the  registered  owner or holder of the
exchange notes, DTC or such nominee,  as the case may be, will be considered the
sole owner or holder of the exchange notes  represented by such Global Notes for
all purposes  under the  Indenture.  No  beneficial  owner of an interest in the
Global Notes will be able to transfer  that interest  except in accordance  with
DTC's  procedures,  in addition to those  provided for under the Indenture  with
respect to the exchange notes.

     Payments of the principal  of,  premium (if any),  and interest  (including
Additional Interest) on, the Global Notes will be made to DTC or its nominee, as
the case may be, as the registered owner thereof. None of us, the Trustee or any
Paying Agent will have any  responsibility  or  liability  for any aspect of the
records  relating  to or  payments  made  on  account  of  beneficial  ownership
interests in the Global Notes or for  maintaining,  supervising or reviewing any
records relating to such beneficial ownership interest.

     We  expect  that  DTC or its  nominee,  upon  receipt  of  any  payment  of
principal,  premium, if any, or interest (including  Additional Interest) on the
Global  Notes,  will  credit  participants'  accounts  with  payments in amounts
proportionate to their respective  beneficial  interests in the principal amount
of the  Global  Notes as shown on the  records  of DTC or its  nominee.  We also
expect that payments by  participants  to owners of beneficial  interests in the
Global  Notes held  through  such  participants  will be  governed  by  standing
instructions and customary practice, as is now the case with securities held for
the  accounts  of  customers  registered  in the  names  of  nominees  for  such
customers. Such payments will be the responsibility of such participants.

     Transfers between  participants in DTC will be effected in the ordinary way
through DTC's  same-day  funds system in  accordance  with DTC rules and will be
settled  in  same  day  funds.  If a  holder  requires  physical  delivery  of a
certificated  security  for any  reason,  including  to sell  exchange  notes to
persons in states which require  physical  delivery of the exchange notes, or to
pledge such securities, such holder must transfer its interest in a Global Note,
in  accordance  with the normal  procedures of DTC and with the  procedures  set
forth in the Indenture.

     DTC has advised us that it will take any action  permitted to be taken by a
holder of exchange  notes  (including  the  presentation  of exchange  notes for
exchange as described  below) only at the direction of one or more  participants
to whose  account the DTC interests in the Global Notes are credited and only in
respect of such portion of the aggregate  principal  amount of exchange notes as
to which such  participant  or  participants  has or have given such  direction.
However, if there is an Event of Default under the Indenture,  DTC will exchange
the Global Notes for  certificated  securities,  which it will distribute to its
participants.

<PAGE>
                                                                              93

     DTC has also advised us as follows:  DTC is a limited purpose trust company
organized  under  the laws of the State of New  York,  a member  of the  Federal
Reserve  System,  a  "clearing  corporation"  within the  meaning of the Uniform
Commercial Code and a "Clearing Agency" registered pursuant to the provisions of
Section 17A of the  Securities  Exchange Act of 1934, as amended (the  "Exchange
Act").  DTC was created to hold securities for its  participants  and facilitate
the clearance and  settlement of securities  transactions  between  participants
through electronic  book-entry changes in accounts of its participants,  thereby
eliminating the need for physical movement of certificates. Participants include
securities brokers and dealers, banks, trust companies and clearing corporations
and certain other organizations.  Indirect access to the DTC system is available
to others such as banks, brokers, dealers and trust companies that clear through
or maintain a custodial  relationship  with a  participant,  either  directly or
indirectly ("indirect participants").

     Although DTC has agreed to the foregoing  procedures in order to facilitate
transfers  of interests  in the Global  Notes among  participants  of DTC, it is
under no  obligation  to perform such  procedures,  and such  procedures  may be
discontinued   at  any  time.   Neither  we  nor  the  Trustee   will  have  any
responsibility  for  the  performance  by DTC or its  participants  or  indirect
participants  of their  respective  obligations  under the rules and  procedures
governing their operations.

CERTIFICATED SECURITIES

     Certificated   securities  shall  be  issued  in  exchange  for  beneficial
interests in the Global Notes (i) if requested by a holder of such  interests or
(ii) if DTC is at any time  unwilling or unable to continue as a depositary  for
the Global  Notes and a successor  depositary  is not  appointed by us within 90
days.


<PAGE>
                                                                              94
                              PLAN OF DISTRIBUTION

     Each  broker-dealer  that  receives  exchange  notes  for its  own  account
pursuant  to  the  exchange  offer  must   acknowledge   that  it  acquired  the
unregistered  notes for its own account as a result of market-making  activities
or other trading  activities and that it will deliver a prospectus in connection
with any resale of such exchange notes. This prospectus, as it may be amended or
supplemented  from time to time,  may be used by a  broker-dealer  in connection
with resales of exchange notes received in exchange for unregistered notes where
such unregistered notes were acquired as a result of market-making activities or
other  trading  activities.  However,  a  broker-dealer  who intends to use this
prospectus in connection  with the resale of exchange notes received in exchange
for  unregistered  notes pursuant to this exchange  offer,  must indicate in its
Letter of Transmittal (or otherwise notify us in writing prior to the expiration
of the exchange offer) that it is a broker-dealer that acquired its unregistered
notes to be exchanged  for exchange  notes in the exchange  offer as a result of
market-making  or other trading  activities (a  "Participating  Broker-Dealer").
Further, each such Participating Broker-Dealer that receives such exchange notes
pursuant  to the  exchange  offer  must  acknowledge  that  it  will  deliver  a
prospectus in connection  with any resale of such exchange notes. We have agreed
that for a period  of up to 180 days  after  the  consummation  of the  exchange
offer, subject to extension in certain events, we will make this prospectus,  as
amended or supplemented,  available to Participating  Broker-Dealers  for use in
connection  with  any  such  resale.  Use of such  prospectus  by  Participating
Broker-Dealers  may be  suspended  for a  period,  not to  exceed 45 days in any
twelve-month period (to be offset by a commensurate extension), if we reasonably
determine (1) that the  disclosure  of an event could  reasonably be expected to
have a material adverse effect on our business,  operations or prospects and our
subsidiaries  or (2) to  avoid  premature  disclosure  of a  potential  business
transaction that has not been disclosed (a "blackout period").  After receipt of
notice from us of the commencement of a blackout period, holders of unregistered
notes  and  certain  exchange  notes  and  Participating   Broker-Dealers   must
discontinue disposition of such unregistered notes and exchange notes covered by
such registration  statement (or prospectus contained therein) or exchange notes
to be sold by such holder or  Participating  Broker-Dealer  until the earlier of
(A) the 46th day in which any blackout  period is instituted in any twelve month
period and (B)  receipt of notice from us that such  blackout  period has ended.
For a period of up to 180 days  after the  consummation  of the  exchange  offer
(subject  to  extensions  in  certain  circumstances),  we  will  promptly  send
additional  copies of this  prospectus  and any  amendment or supplement to this
prospectus to Participating  Broker-Dealers  subject to the prospectus  delivery
requirements of the Securities Act that requests such documents in the Letter of
Transmittal.

     We will not receive any proceeds  from any sales of the  exchange  notes by
broker-dealers.  Exchange notes received by broker-dealers for their own account
pursuant  to the  exchange  offer  may be sold  from time to time in one or more
transactions in the over-the-counter market, in negotiated transactions, through
the writing of options on the exchange notes or a combination of such methods at
resale,  at market prices prevailing at the time of resale, at prices related to
such prevailing market prices or negotiated  prices. Any such resale may be made
directly to the  purchaser  or to or through  brokers or dealers who may receive
compensation   in  the  form  of  commissions  or  concessions   from  any  such
broker-dealer   and/or  the   purchasers  of  any  such  exchange   notes.   Any
broker-dealer  that resells the exchange  notes that were received by it for its
own  account  pursuant  to the  exchange  offer and any  broker  or dealer  that
participates  in a  distribution  of such exchange  notes may be deemed to be an
"underwriter"  within the  meaning of the  Securities  Act and any profit on any
such resale of exchange notes and any commissions or concessions received by any
such persons may be deemed to be underwriting  compensation under the Securities
Act. The Letter of Transmittal states that by acknowledging that it will deliver
and by delivering a prospectus, a broker-dealer will not be deemed to admit that
it is an "underwriter"  within the meaning of the Securities Act. We have agreed
to pay  all  expenses  incident  to  the  exchange  offer  (including  fees  and
disbursements  of not more than one counsel (in  addition to  appropriate  local
counsel)),  other than  commissions or concessions of any brokers or dealers and
certain  transfer  taxes,  and will  indemnify  the  holders of  exchange  notes
(including  any   broker-dealers)   against   certain   liabilities,   including
liabilities under the Securities Act.

     One or more of the initial  purchasers  that purchased  unregistered  notes
from us (and their respective affiliates) perform various commercial banking and
investment banking services for us on a regular basis.

<PAGE>
                                                                              95
             CERTAIN UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS

     The following  describes  the material  United  States  federal  income tax
consequences  of the exchange of  unregistered  notes for exchange  notes.  This
description  is based on the Internal  Revenue  Code of 1986,  as amended to the
date hereof (the "Code"), administrative pronouncements,  judicial decisions and
existing  and  proposed  Treasury   Regulations,   and  interpretations  of  the
foregoing, changes to any of which subsequent to the date of this prospectus may
affect the tax consequences described herein.

     An exchange of  unregistered  notes for exchange notes as described in this
prospectus will be treated as a continuation  of the holder's  investment in the
unregistered  notes and will not be a taxable event. As a result,  a holder will
not  recognize  gain or loss  pursuant to such  exchange,  the holder's  holding
period in the exchange notes will include the holding period in the unregistered
notes exchanged therefor,  and the adjusted tax basis of the exchange notes will
equal the  adjusted  tax basis of the  unregistered  notes  exchanged  therefor.
Similarly,  there  would be no federal  income tax  consequences  to a holder of
unregistered notes that does not participate in the exchange offer.

     ALL  HOLDERS  OF  UNREGISTERED  NOTES  SHOULD  CONSULT  THEIR TAX  ADVISERS
CONCERNING THE  APPLICATION OF UNITED STATES FEDERAL INCOME TAX LAWS, AS WELL AS
THE LAWS OF ANY STATE, LOCAL OR FOREIGN TAXING JURISDICTIONS, TO THE EXCHANGE OF
UNREGISTERED  NOTES FOR EXCHANGE  NOTES AND THE  OWNERSHIP  AND  DISPOSITION  OF
EXCHANGE NOTES IN LIGHT OF THEIR PARTICULAR SITUATIONS.

<PAGE>
                                                                              96
                                  LEGAL MATTERS

     Certain legal  matters with respect to the exchange  notes are being passed
upon on our behalf by Hughes Hubbard & Reed LLP, New York,  New York.  Howell E.
Begle,  Jr., a director of and general  counsel to  MediaNews,  and trustee with
respect to various trusts holding  MediaNews common stock, is of counsel to such
firm.

<PAGE>
                                                                              97
                                     EXPERTS

     The consolidated  financial  statements and the related financial statement
schedule of MediaNews Group, Inc. at June 30, 2003 and 2002, and for each of the
three years in the period ended June 30, 2003,  appearing in this Prospectus and
Registration  Statement  have been  audited  by Ernst & Young  LLP,  independent
auditors,  as set forth in their report thereon appearing  elsewhere herein, and
are included in reliance upon such report given on the authority of such firm as
experts in accounting and auditing.

<PAGE>
                                                                             F-1
                              MEDIANEWS GROUP, INC.

                   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
                    COVERED BY REPORT OF INDEPENDENT AUDITORS
                     (EXCEPT FOR DECEMBER 31, 2002 AND 2003)

                                                                          PAGE
                                                                          -----
   Report of Independent Auditors......................................   F-2
   Consolidated Balance Sheets as of June 30, 2002 and 2003
    and December 31, 2003..............................................   F-3
   Consolidated  Statements of Operations  for the Fiscal
    Years Ended June 30, 2001, 2002 and 2003 and
    the six months ended December 31, 2002 and 2003....................   F-5
   Consolidated  Statements  of  Changes in Shareholders' Equity
    for the Fiscal Years Ended June 30, 2001, 2002 and 2003
    and the six months ended December 31, 2003.........................   F-6
   Consolidated  Statements of Cash Flows for the Fiscal Years
     Ended  June 30,  2001,  2002 and 2003 and the six  months
     ended December 31, 2002 and 2003..................................   F-7
   Notes to Consolidated Financial Statements..........................   F-8
   Schedule II Valuation and Qualifying Accounts.......................   F-36


<PAGE>

                                                                             F-2

REPORT OF INDEPENDENT AUDITORS
The Board of Directors
MediaNews Group, Inc.

     We have audited the accompanying  consolidated  balance sheets of MediaNews
Group,  Inc.  and  subsidiaries  as of June 30,  2002 and 2003,  and the related
consolidated  statements of operations,  statements of changes in  shareholders'
equity and cash flows for each of the three  years in the period  ended June 30,
2003.  Our audits also  included  the  financial  statement  schedule  II. These
financial  statements  and  schedule  are the  responsibility  of the  Company's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements and schedule based on our audits.

     We conducted our audits in accordance  with  auditing  standards  generally
accepted in the United States.  Those standards require that we plan and perform
the audit to obtain reasonable  assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.  An
audit also includes  assessing the accounting  principles  used and  significant
estimates  made by  management,  as well as  evaluating  the  overall  financial
statement  presentation.  We believe that our audits provide a reasonable  basis
for our opinion.

     In our opinion,  the consolidated  financial  statements  referred to above
present fairly, in all material respects, the consolidated financial position of
MediaNews  Group,  Inc.  and  subsidiaries  at June 30,  2002 and 2003,  and the
consolidated  results of their  operations  and their cash flows for each of the
three years in the period ended June 30, 2003,  in  conformity  with  accounting
principles  generally accepted in the United States.  Also, in our opinion,  the
related financial statement  schedule,  when considered in relation to the basic
financial statements taken as a whole,  presents fairly in all material respects
the information set forth therein.


                                                     /s/ ERNST & YOUNG LLP
                                                  ---------------------------
                                                       Ernst & Young LLP
September 12, 2003
Denver, Colorado


<PAGE>

                                                                             F-3
                                MEDIANEWS GROUP, INC. & SUBSIDIARIES

                                  CONSOLIDATED BALANCE SHEETS
                      (INFORMATION RELATED TO DECEMBER 31, 2003 IS UNAUDITED)

<TABLE>
<CAPTION>
                                                                                     JUNE 30,               DECEMBER 31,
                                                                          --------------------------------- ------------
                                                                               2002             2003            2003
                                                                          ---------------  ---------------- ------------
                                                                                (DOLLARS IN THOUSANDS, EXCEPT SHARE DATA)
         <S>                                                              <C>              <C>             <C>
                                     ASSETS
         CURRENT ASSETS
         Cash and cash equivalents....................................    $      2,029     $      3,343    $      2,655
         Trade accounts receivable, less allowance for doubtful                 74,013           74,106          78,074
           accounts of $10,669, $9,393, and $9,188 at June 30,
           2002 and 2003, and December 31, 2003, respectively.........
         Other receivables............................................           4,995            6,101           5,472
         Inventories of newsprint and supplies........................          10,205           14,314          19,592
         Prepaid expenses and other assets............................           7,760            8,654           8,169
         Income taxes receivable......................................           6,137              468               -
                                                                          ------------     ------------    ------------
             TOTAL CURRENT ASSETS.....................................         105,139          106,986         113,962

         PROPERTY, PLANT AND EQUIPMENT
         Land.........................................................          37,225           39,954          38,251
         Buildings and improvements...................................         103,962          111,180         111,678
         Machinery and equipment......................................         301,045          312,817         332,003
         Construction in progress.....................................           5,538            2,940           8,213
                                                                          ------------     ------------    ------------
             TOTAL PROPERTY, PLANT AND EQUIPMENT......................         447,770          466,891         490,145
         Less accumulated depreciation and amortization...............        (144,418)        (165,754)       (177,382)
                                                                          ------------     ------------    ------------
             NET PROPERTY, PLANT AND EQUIPMENT........................         303,352          301,137         312,763

         OTHER ASSETS
         Investment in unconsolidated JOAs............................         244,549          221,640         220,601
         Equity investments...........................................          13,757           93,343          93,070
         Subscriber accounts, less accumulated amortization of
           $112,595, $118,572 and $126,836 at June 30, 2002 and 2003,
           and December 31, 2003, respectively........................          98,303           79,320          71,056
         Excess of cost over fair value of net assets acquired........         381,945          381,199         383,668
         Newspaper mastheads..........................................         145,282          145,781         145,781
         Covenants not to compete and other identifiable
           intangible assets, less accumulated amortization of
           $33,581, $29,622 and $30,264 at June 30, 2002 and 2003, and
           December 31, 2003, respectively............................           5,415            4,547           3,905
         Net pension assets...........................................          12,864            3,620           3,070
         Other........................................................          12,578           10,512          18,054
                                                                          ------------     ------------    ------------
             TOTAL OTHER ASSETS.......................................         914,693          939,962         939,205
                                                                          ------------     ------------    ------------
             TOTAL ASSETS.............................................    $  1,323,184     $  1,348,085    $  1,365,930
                                                                          ============     ============    ============
</TABLE>
<PAGE>
                                                                             F-4
                                 MEDIANEWS GROUP, INC. & SUBSIDIARIES

                                   CONSOLIDATED BALANCE SHEETS
                       (INFORMATION RELATED TO DECEMBER 31, 2003 IS UNAUDITED)
<TABLE>
<CAPTION>
                                                                                           JUNE 30,               DECEMBER 31,
                                                                                -------------------------------   -------------
                                                                                     2002             2003            2003
                                                                                -------------    --------------   -------------
                                                                                   (DOLLARS IN THOUSANDS, EXCEPT SHARE DATA)
   <S>                                                                          <C>              <C>             <C>
                      LIABILITIES AND SHAREHOLDERS' EQUITY
   CURRENT LIABILITIES
   Trade accounts payable....................................................   $     12,417     $      9,894    $      8,371
   Accrued employee compensation.............................................         24,174           28,232          25,498
   Accrued interest..........................................................         17,110           14,762           9,054
   Other accrued liabilities.................................................         24,048           23,823          19,172
   Unearned income...........................................................         21,085           20,032          20,373
   Current portion of long-term debt and obligations under capital leases....          7,707            3,171           5,635
                                                                                ------------     ------------    ------------
       TOTAL CURRENT LIABILITIES.............................................        106,541           99,914          88,103

   OBLIGATIONS UNDER CAPITAL LEASES..........................................          7,001            6,833           6,738

   LONG-TERM DEBT............................................................        942,382          894,550         899,018

   OTHER LIABILITIES.........................................................         30,462           33,947          32,257

   DEFERRED INCOME TAXES, NET................................................         56,290           77,845          86,640

   MINORITY INTEREST.........................................................        156,007          174,988         177,747

   SHAREHOLDERS' EQUITY
   Common stock, par value $0.001;
     3,000,000 shares authorized:
     2,314,346 shares issued and
     2,298,346 shares outstanding............................................              2                2               2
   Additional paid-in capital................................................          3,631            3,631           3,631
   Accumulated other comprehensive loss, net of taxes:
     Unrealized loss on hedging..............................................         (6,481)          (4,264)         (2,760)
     Minimum pension liability...............................................         (7,549)         (15,087)        (15,466)
   Retained earnings.........................................................         36,898           77,726          92,020
   Common stock in treasury, at cost, 16,000 shares..........................         (2,000)          (2,000)         (2,000)
                                                                                ------------     ------------    ------------
       TOTAL SHAREHOLDERS' EQUITY............................................         24,501           60,008          75,427
                                                                                ------------     ------------    ------------
       TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY............................   $  1,323,184     $  1,348,085    $  1,365,930
                                                                                ============     ============    ============

                 See notes to consolidated financial statements
</TABLE>
<PAGE>
                                                                             F-5
                             MEDIANEWS GROUP, INC. & SUBSIDIARIES

                           CONSOLIDATED STATEMENTS OF OPERATIONS
                (INFORMATION RELATED TO DECEMBER 31, 2002 AND 2003 IS UNAUDITED)

<TABLE>
<CAPTION>
                                                                                                     SIX MONTHS ENDED
                                                                  YEARS ENDED JUNE 30,                 DECEMBER 31,
                                                         -------------------------------------   ------------------------
                                                            2001          2002         2003          2002         2003
                                                         ----------   ----------    ----------   ----------    ----------
                                                                     (DOLLARS IN THOUSANDS, EXCEPT SHARE DATA)
        <S>                                              <C>          <C>           <C>          <C>           <C>
        REVENUES
          Advertising...............................     $  673,737   $  535,687    $  556,016   $  285,113    $  285,921
          Circulation...............................        144,292      139,495       137,445       69,832        66,793
          Other.....................................         34,151       35,948        45,137       19,396        28,002
                                                         ----------   ----------    ----------   ----------    ----------
           TOTAL REVENUES...........................        852,180      711,130       738,598      374,341       380,716

        INCOME (LOSS) FROM UNCONSOLIDATED
          JOAS......................................         (3,202)       8,770        25,227       15,139        15,743

        COSTS AND EXPENSES
          Cost of sales.............................        297,825      220,082       221,888      109,567       117,202
          Selling, general and administrative.......        385,764      324,364       346,763      172,006       178,415
          Depreciation and amortization.............         62,593       47,545        40,553       21,276        20,050
          Interest expense..........................         82,241       75,302        64,252       33,470        28,088
          Other (income) expense, net...............         13,200       10,941        19,534        1,681        14,228
                                                         ----------   ----------    ----------   ----------    ----------
           TOTAL COSTS AND EXPENSES.................        841,623      678,234       692,990      338,000       357,983

        EQUITY INVESTMENT INCOME (LOSS), NET........         (1,412)         435         3,709          768         5,377

        GAIN ON SALE OF NEWSPAPER PROPERTIES........         74,255           --        27,399           --            --

        MINORITY INTEREST...........................        (40,927)     (32,218)      (34,088)     (20,277)      (19,888)
                                                         ----------   ----------    ----------   ----------    ----------
        INCOME BEFORE INCOME TAXES..................         39,271        9,883        67,855       31,971        23,965
        INCOME TAX BENEFIT (EXPENSE)................        (14,044)       2,482       (27,027)     (12,669)       (9,671)
                                                         ----------   ----------    ----------   ----------    ----------
        NET INCOME..................................     $   25,227   $   12,365    $   40,828   $   19,302    $   14,294
                                                         ==========   ==========    ==========   ==========    ==========

        NET INCOME PER COMMON SHARE:
          Net income per common share...............     $    10.98  $      5.38   $     17.76  $      8.40   $      6.22
                                                         ===========  ===========   ===========  ===========   ==========
          Weighted average number of shares outstanding   2,298,346    2,298,346     2,298,346    2,298,346     2,298,346
                                                         ==========   ==========    ==========   ==========    ==========
</TABLE>

                                 See notes to consolidated financial statements
<PAGE>
                                                                             F-6
                                 MEDIANEWS GROUP, INC. & SUBSIDIARIES

                     CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
                        (INFORMATION RELATED TO DECEMBER 31, 2003 IS UNAUDITED)
<TABLE>
<CAPTION>
                                                                      ACCUMULATED
                                                         ADDITIONAL      OTHER       RETAINED    COMMON         TOTAL
                                              COMMON     PAID-IN     COMPREHENSIVE   EARNINGS    STOCK IN    SHAREHOLDERS'
                                               STOCK     CAPITAL         LOSS        (DEFICIT)   TREASURY      EQUITY
                                              -------    ----------  -------------  ----------   ----------  -------------
                                                                        (DOLLARS IN THOUSANDS)
   <S>                                        <C>        <C>         <C>             <C>         <C>         <C>
   BALANCE AT JUNE 30, 2000.................. $     2    $ 3,631     $       --      $     (694) $   (2,000) $      939
     Comprehensive income:
      Cumulative effect of change in
       accounting principle, net of tax
       benefit of $445.......................      --         --            (655)            --          --        (655)
      Unrealized loss on hedging
       activities, net of tax benefit of
       $1,889................................      --         --          (2,774)            --          --      (2,774)
      Net income.............................      --         --              --         25,227          --      25,227
                                                                                                             ----------
     Comprehensive income....................                                                                    21,798
                                              -------    -------     -----------     ----------  ----------  ----------
   BALANCE AT JUNE 30, 2001..................       2      3,631          (3,429)        24,533      (2,000)     22,737
     Comprehensive income:
      Unrealized loss on hedging
       activities, net of tax benefit of
       $2,695................................      --         --          (3,280)            --          --      (3,280)
      Unrealized loss on hedging
       activities, reclassified to
       earnings, net of tax expense of $174..      --         --             228             --          --         228
      Minimum pension liability adjustment,
       net of tax benefit of $5,466..........      --         --          (7,549)            --          --      (7,549)
      Net income.............................      --         --              --         12,365          --      12,365
                                                                                                             ----------
     Comprehensive income....................                                                                     1,764
                                              -------    -------     -----------     ----------  ----------  ----------
   BALANCE AT JUNE 30, 2002..................       2      3,631         (14,030)        36,898      (2,000)     24,501
     Comprehensive income:
      Unrealized gain on hedging
       activities, net of tax expense of
       $1,075................................      --         --           1,548             --          --       1,548
      Unrealized loss on hedging
       activities, reclassified to
       earnings, net of tax expense of $348..      --         --             669             --          --         669
      Minimum pension liability adjustment,
       net of tax benefit of $5,600..........      --         --          (7,538)            --          --      (7,538)
      Net income.............................      --         --              --         40,828          --      40,828
                                                                                                             ----------
     Comprehensive income....................                                                                    35,507
                                              -------    -------     -----------     ----------  ----------  ----------
   BALANCE AT JUNE 30, 2003..................       2      3,631         (19,351)        77,726      (2,000)     60,008
     Comprehensive income:
      Unrealized gain on hedging
       activities, net of tax expense of
       $194..................................      --         --             291             --          --         291
      Unrealized loss on hedging
       activities, reclassified to
       earnings, net of tax expense of $831..      --         --           1,213             --          --       1,213
      Minimum pension liability
       adjustment, net of tax benefit of
       $252..................................                               (379)                                  (379)
      Net income.............................      --         --              --         14,294          --      14,294
                                                                                                             ----------
     Comprehensive income....................                                                                    15,419
                                              -------    -------     -----------     ----------  ----------  ----------
   BALANCE AT DECEMBER 31, 2003.............. $     2    $ 3,631     $   (18,226)    $   92,020  $   (2,000) $   75,427
                                              =======    =======     ===========     ==========  ==========  ==========

                                      See notes to consolidated financial statements
</TABLE>
<PAGE>
                                                                             F-7
                          MEDIANEWS GROUP, INC. & SUBSIDIARIES

                        CONSOLIDATED STATEMENTS OF CASH FLOWS
             (INFORMATION RELATED TO DECEMBER 31, 2002 AND 2003 IS UNAUDITED)
<TABLE>
<CAPTION>
                                                                                                           SIX MONTHS ENDED
                                                                           YEARS ENDED JUNE 30,              DECEMBER 31,
                                                                   ----------------------------------    --------------------
                                                                      2001        2002         2003        2002        2003
                                                                   ---------   ---------    ---------    ---------  ---------
                                                                                     (DOLLARS IN THOUSANDS)
    <S>                                                            <C>         <C>          <C>          <C>        <C>

    CASH FLOWS FROM OPERATING ACTIVITIES:
      Net income..............................................     $  25,227   $  12,365    $  40,828    $  19,302  $  14,294
      Adjustments to reconcile net income to net cash provided
       by operating activities:
        Depreciation..........................................        31,365      26,352       23,771       12,416     12,349
        Amortization..........................................        35,973      25,446       20,914       10,893      9,903
        Loss on early extinguishment of debt..................            --          --           --           --      9,200
        Net (gain) loss on sale of newspaper assets...........       (74,125)       (398)     (28,620)      (1,284)       224
        Impairment loss.......................................            --          --        5,715           --         --
        Provision for losses on accounts receivable...........        10,916      10,213        9,632        4,765      4,154
        Amortization of debt discount.........................         2,755       2,145        1,231          806        336
        Minority interest.....................................        40,927      32,218       34,088       20,277     19,888
        Proportionate share of net income from unconsolidated
         JOAs.................................................       (13,201)    (51,981)     (68,638)     (36,763)   (38,938)
        Equity investment (income) loss, net..................         1,412        (435)      (3,709)        (768)    (5,377)
        Deferred income tax expense...........................        12,467       1,178       25,362       11,531      8,024
        Change in defined benefit plan assets, net of cash
         contributions........................................        (5,948)      1,172           31           73        549
        Increase in estimated option repurchase price.........         1,414       2,325        5,993        2,537      1,065
        Unrealized loss on hedging activities, reclassified to
         earnings from accumulated other comprehensive loss...            --         402        1,017          441      1,213
        Unrealized (gain) loss on swaps.......................            --      (2,951)      (1,158)      (1,864)     1,307
      Change in operating assets and liabilities:
        Accounts receivable...................................        (5,497)     (4,161)      (7,583)     (11,745)    (8,755)
        Inventories...........................................        (4,876)      4,349       (3,665)      (2,474)    (5,277)
        Prepaid expenses and other assets.....................         1,393        (433)       2,910        1,330      1,551
        Accounts payable and accrued liabilities..............       (21,956)       (873)       1,339      (10,961)    (8,159)
        Unearned income.......................................        (4,714)        587         (401)        (197)       569
        Change in other assets and liabilities, net...........        10,146          72       (1,219)        (133)    (6,399)
                                                                   ---------   ---------    ----------   ---------- ----------
      NET CASH FLOWS FROM OPERATING ACTIVITIES................        43,678      57,592       57,838       18,182     11,721

    CASH FLOWS FROM INVESTING ACTIVITIES:
        Distributions from unconsolidated JOAs................        38,070      58,449       83,621       40,752     37,791
        Investment in unconsolidated JOAs.....................            --     (12,416)          --           --         --
        Distributions from equity investments.................            --       1,448        4,360          441      5,614
        Investments in equity investments.....................          (914)     (2,280)      (1,592)      (1,000)       (50)
        Proceeds from the sale of newspapers and other assets.       100,266       3,840        1,314        1,232      1,559
        Business acquisitions, net of cash acquired...........      (425,345)     (3,277)     (53,006)     (40,424)    (2,519)
        Cash contributed by partners for business acquisitions            --          --       24,178       18,457         --
        Capital expenditures..................................       (19,611)    (11,323)     (20,669)      (8,643)   (24,541)
                                                                   ----------  ----------   ----------   ---------- ----------
      NET CASH FLOWS FROM INVESTING ACTIVITIES................      (307,534)     34,441       38,206       10,815     17,854

    CASH FLOWS FROM FINANCING ACTIVITIES:
        Issuance of long-term debt, net of issuance costs.....       363,851      66,994      113,143       48,015    375,998
        Reduction of long-term debt and other liabilities.....      (197,731)   (120,741)    (169,108)     (57,935)  (379,762)
        Repurchase premiums associated with long-term debt....             -           -            -            -     (9,370)
        Distributions paid to minority interest...............       (39,747)    (43,406)     (38,765)     (15,768)   (17,129)
                                                                   ----------  ----------   ----------   ---------- ----------
      NET CASH FLOWS FROM FINANCING ACTIVITIES................       126,373     (97,153)     (94,730)     (25,688)   (30,263)

    INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS..........      (137,483)     (5,120)       1,314        3,309       (688)
    CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR............       144,632       7,149        2,029        2,029      3,343
                                                                   ---------   ---------    ---------    ---------  ---------
    CASH AND CASH EQUIVALENTS AT END OF YEAR..................     $   7,149   $   2,029    $   3,343    $   5,338  $   2,655
                                                                   =========   =========    =========    =========  =========

                                 See notes to consolidated financial statements
</TABLE>
<PAGE>
                                                                             F-8
                              MEDIANEWS GROUP, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                  (INFORMATION RELATED TO THE SIX-MONTHS ENDED
                    DECEMBER 31, 2002 AND 2003 IS UNAUDITED)

NOTE 1:  BASIS OF PRESENTATION

     On September 1, 1999,  Garden State  Newspapers,  Inc. ("Garden State") was
merged into MediaNews, with MediaNews as the surviving corporation.  As a result
of the  corporate  reorganization,  MediaNews  Group,  Inc.  (the  "Company"  or
"MediaNews"),  formerly known as Affiliated Newspapers Investments, Inc., became
the successor issuer to Garden State Newspapers,  Inc.,  pursuant to Rule 15d-5,
under the Securities Act of 1933.

     MediaNews   (through  its  subsidiaries)   publishes  daily  and  non-daily
newspapers  serving  markets in nine  states.  The Company  also owns four radio
stations  and  one   television   station,   the  combined   revenues  of  these
non-newspaper  operations comprise less than 0.5% of the Company's  consolidated
revenue and are not considered significant to the Company's operations.

NOTE 2:  SIGNIFICANT ACCOUNTING POLICIES AND OTHER MATTERS

     Significant  accounting  policies for the Company involve its assessment of
the  recoverability  of its  long-lived  assets,  including  goodwill  and other
intangible  assets,  which are based on such  factors as  estimated  future cash
flows and current fair value estimates. The Company's accounting for pension and
retiree  medical  benefits  requires  the use of estimates  concerning  the work
force,  interest rates, plan investment  return,  and involves the use of advice
from consulting actuaries. The Company's accounting for federal and state income
taxes is  sensitive  to  interpretation  of  various  laws and  regulations  and
assumptions on the realization of deferred tax assets.

UNAUDITED INFORMATION

     The  unaudited  consolidated  financial  statements  have been  prepared in
accordance with generally accepted  accounting  principles for interim financial
information and with the  instructions to Form 10-Q and Article 10 of Regulation
S-X.  In the  opinion  of  management,  all  adjustments  (consisting  of normal
recurring  accruals)  considered  necessary  for a fair  presentation  have been
included. Operating results for the six-month period ended December 31, 2003 are
not  necessarily  indicative  of the  results  that may be  expected  for future
interim periods or for the year ended June 30, 2004.

USE OF ESTIMATES

     The  preparation  of financial  statements  in  accordance  with  generally
accepted  accounting  principles  at times  requires  the use of  estimates  and
assumptions.  The  Company  uses  estimates,  based  on  historical  experience,
actuarial studies and other assumptions,  as appropriate, to assess the carrying
values of its assets and liabilities and disclosure of contingent  matters.  The
Company  re-evaluates  its estimates on an ongoing  basis.  Actual results could
differ from these estimates.

PRINCIPLES OF CONSOLIDATION

     All intercompany accounts have been eliminated.

RECLASSIFICATIONS

     For  comparability,  certain prior year balances have been  reclassified to
conform to current reporting classifications.

JOINT OPERATING AGENCIES

     A  joint  operating   agency  ("JOA")   performs  the  production,   sales,
distribution and administrative functions for two or more newspapers in the same
market under the terms of a joint  operating  agreement.  Editorial  control and

<PAGE>
                                                                             F-9

news  at  each  of the  individual  newspapers,  which  are a  party  to a joint
operating agreement,  continue to be separate and outside of a JOA. The Company,
through its subsidiaries,  York Newspapers, Inc., Charleston Publishing Company,
Kearns-Tribune,   LLC,  and  beginning   January  23,  2001,   The  Denver  Post
Corporation,  participates  in  JOAs in  York,  Pennsylvania,  Charleston,  West
Virginia,  Salt  Lake  City,  Utah,  and  Denver,  Colorado,  respectively.  The
editorial  and related  expenses of THE DENVER  POST,  THE SALT LAKE TRIBUNE and
YORK  DISPATCH  are  incurred  by the  Company  outside  the  related  JOA.  The
Charleston JOA, on the other hand,  accounts for and pays the editorial expenses
for both  newspapers  within  the JOA.  The  Company  controls  the York JOA and
accordingly  consolidates  its results.  The editorial costs associated with the
YORK DAILY RECORD, the other newspaper in the York JOA and the minority partner,
are not included in the Company's results,  since this newspaper is not owned by
MediaNews.

     In July 2000, the Emerging  Issues Task Force ("EITF")  reached a consensus
on Issue  00-1,  BALANCE  SHEET AND INCOME  STATEMENT  DISPLAY  UNDER THE EQUITY
METHOD OF INVESTMENTS IN CERTAIN  PARTNERSHIPS  AND OTHER  UNINCORPORATED  JOINT
VENTURES ("EITF 00-1"),  effective for periods ending after June 15, 2000, which
prohibits  the  use of  pro-rata  consolidation  except  in the  extractive  and
construction  industries.  Prior to adoption of EITF 00-1, the Company accounted
for all of its JOA  operations  using the  pro-rata  consolidation  method.  The
Company  discontinued  pro-rata   consolidation  upon  adoption  of  EITF  00-1,
effective  June 30,  2000.  All  periods  conform to the  current  presentation.
Currently,  the  operating  results from the Company's  unconsolidated  JOAs are
reported as a single net amount in the accompanying  financial statements in the
line item "Income from Unconsolidated JOAs." This line item includes:

     o    The Company's proportionate share of net income from JOAs;

     o    The  amortization of subscriber lists and, up until the Company's July
          1, 2001 adoption of SFAS No. 142, GOODWILL AND OTHER INTANGIBLE ASSETS
          (see  Goodwill  and Other  Intangible  Assets),  the  amortization  of
          goodwill created by the original  purchase by the Company of the JOAs'
          interests as the subscriber lists and goodwill are attributable to the
          Company's earnings in the JOAs, and

     o    Editorial costs,  miscellaneous  publishing revenue, and other charges
          incurred  by  the   Company's   consolidated   subsidiaries   directly
          attributable to the JOAs providing  editorial content and news for the
          Company's newspapers party to the JOAs.

     Investments in unconsolidated JOAs are included in the consolidated balance
sheet under the line item "Investment in Unconsolidated  JOAs," for the JOAs the
Company  does not  control.  (See Note 3: Joint  Operating  Agencies for further
discussion.)

CASH AND CASH EQUIVALENTS

     The Company  considers  all highly  liquid  investments  with a maturity of
three months or less when purchased to be cash equivalents.

INVENTORIES

     Inventories, which largely consist of newsprint, are valued at the lower of
cost or market.  Cost is  generally  determined  using the  first-in,  first-out
method.

INVESTMENTS

     The  Company  has made  the  following  strategic  investments,  which  are
accounted  for under the  equity  method  (for  those  investments  in which the
Company has less than 20%  ownership,  the Company  accounts for these under the
equity  method as the Company has seats on the board and therefore has influence
and ties to the entity beyond the Company's invested capital):

     o    PowerOne Media,  LLC, a company that provides software tools and hosts
          classified  advertising for daily and weekly newspapers throughout the
          United States (which merged with  CareerSite;  see further  discussion
          below),

<PAGE>
                                                                            F-10

     o    Employment  Specialists,  LLC,  (operating as  CareerSite) an Internet
          based employment classified advertising application. CareerSite merged
          with  PowerOne in  September  2003.  After the merger,  the  Company's
          ownership in the combined entity was 15.0%,

     o    CIPS Marketing Group,  Inc., a total market coverage  delivery service
          in Los Angeles (50% ownership interest),

     o    Gallup  Independent  Company,  publisher of the GALLUP  INDEPENDENT in
          Gallup, New Mexico (approximately 38% ownership interest),

     o    Ponderay Newsprint Company, a minority  investment in a newsprint mill
          held by  Kearns-Tribune,  LLC.  In  addition  to its  investment,  the
          Company is  guarantor  for 6.0% of up to $125.0  million in  long-term
          debt  owed by  Ponderay  and due on April  12,  2006  (6.0%  ownership
          interest  and one  seat on  board).  See  RECENTLY  ISSUED  ACCOUNTING
          STANDARDS,  for further discussion  regarding the Company's guarantee,
          and

     o    Texas--New Mexico  Newspapers  Partnership,  a minority  investment in
          this  partnership,  which was formed on March 3, 2003 (33.8% ownership
          interest).  See Note 5:  Acquisitions,  Dispositions  and  Partnership
          Formations for further discussion.

     These  investments  are  included in the  consolidated  balance  sheet as a
component of long-term assets under the caption "Equity Investments."

PROPERTY, PLANT AND EQUIPMENT

     Property,  plant,  and  equipment  are  recorded  at  cost.  Buildings  and
machinery and equipment are depreciated using the straight-line  method over the
expected  useful lives of  individual  assets.  Buildings and  improvements  are
depreciated  over the lesser of 40 years or the term of the lease and  machinery
and equipment is depreciated over 3 to 20 years.

GOODWILL AND OTHER INTANGIBLE ASSETS

     In June 2001, the Financial Accounting Standards Board issued SFAS No. 142,
GOODWILL AND OTHER INTANGIBLE ASSETS ("SFAS No. 142"), which the Company adopted
effective July 1, 2001.  Under the new standard,  excess of cost over fair value
of net assets acquired  (goodwill) and other  indefinite life intangibles are no
longer  amortized,  but instead are  periodically  reviewed for impairment.  All
other  intangibles with a finite useful life continue to be amortized over their
estimated   useful  lives.   Subscriber   accounts  are   amortized   using  the
straight-line  method over  periods  ranging  from 8 to 15 years.  Other  finite
identified intangibles are being amortized over periods not exceeding 10 years.

     Results for the years ended June 30, 2002 and 2003 and the six months ended
December  31,  2002 and 2003 are  presented  under  SFAS No.  142;  however,  in
accordance with this standard, the results for the year ended June 30, 2001 have
not been restated. Had SFAS No. 142 been in effect for the Company's fiscal year
ended June 30,  2001,  the  Company's  reported net income would have been $40.0
million and net income per share would have been $17.41.

     As a result of an  indicator  of  impairment  identified  at the  Company's
subsidiary,  Alaska  Broadcasting  Company,  during the quarter  ended March 31,
2003, the Company  tested the related  carrying value of goodwill for impairment
under SFAS No. 142, GOODWILL AND OTHER INTANGIBLE ASSETS. Based on the Company's
evaluation,  all of the recorded  goodwill was  determined to be impaired.  As a
result, a write down of $1.8 million was recorded in other (income) expense, net
during the quarter  ended March 31, 2003.  In addition,  as required by SFAS No.
142, the Company  performed an annual  impairment test as of July 1, 2003. There
was no impairment of intangible  assets noted as a result of this test.  Another
impairment  test will be performed  July 1, 2004,  unless  unexpected  events or
circumstances arise that require the Company to test for impairment sooner.

<PAGE>
                                                                            F-11

     Estimated  amortization  expense  for the next five  years is as follows at
June 30, 2003 (in thousands):

                    2004............    $   18,307
                    2005............        13,024
                    2006............        12,684
                    2007............        11,884
                    2008............         8,864

LONG-LIVED ASSETS

     Effective July 1, 2002,  the Financial  Accounting  Standards  Board issued
SFAS  No.  144,   ACCOUNTING  FOR  THE  IMPAIRMENT  OR  DISPOSAL  OF  LONG-LIVED
ASSETS ("SFAS No. 144"), which addresses financial  accounting and reporting for
the  impairment or disposal of long-lived  assets and  supersedes  SFAS No. 121,
ACCOUNTING FOR THE IMPAIRMENT OF LONG-LIVED  ASSETS AND FOR LONG-LIVED ASSETS TO
BE DISPOSED OF, and the accounting  and reporting  provisions of APB Opinion No.
30,  REPORTING  THE  RESULTS  OF  OPERATIONS  for a  disposal  of a segment of a
business.  The  adoption  of this  standard on July 1, 2002 had no impact on the
Company's  financial  position or results of  operations.  The carrying value of
long-lived  assets  is  reviewed   annually.   If  at  any  time  the  facts  or
circumstances at any of the Company's  individual  newspaper or other operations
indicate the  impairment of  long-lived  asset values as a result of a continual
decline in  performance  or as a result of  fundamental  changes in a market,  a
determination is made as to whether the carrying value of the long-lived  assets
exceeds  estimated   realizable  value.  For  purposes  of  this  determination,
estimated  realizable  value is evaluated  based on values  placed on comparable
assets,  generally  based on a  multiple  of  revenue  and/or  operating  profit
(revenues less cost of sales and selling, general and administrative  expenses);
however,  other valuation  methods may be used.  Subsequent to June 30, 2003, an
indicator  of  impairment  was  identified  at  one  of  the  properties  of the
California Newspapers Partnership.  As a result, the Company determined that the
carrying value of an operating facility exceeds estimated realizable value based
on the  expected  proceeds  from  the  impending  sale  of the  related  assets.
Accordingly,  an impairment  loss of $3.9 million was recorded in other (income)
expense, net for the year ended June 30, 2003 to adjust the long-lived assets to
the estimated realizable value of $2.0 million.

DEBT DISCOUNT

     Debt  discount is amortized in a manner that results in a constant  rate of
interest  over the life of the related  debt and is  included as a component  of
interest expense.

INCOME TAXES

     The Company  accounts for income taxes  utilizing the  liability  method of
accounting for income taxes.  Under the liability method,  deferred income taxes
are recognized for the tax  consequences of "temporary  differences" by applying
enacted  statutory  tax rates  applicable to  differences  between the financial
statement carrying amount and the tax basis of existing assets and liabilities.

ADVERTISING COSTS

     The Company expenses all advertising  costs as incurred.  Advertising costs
included in the consolidated  statement of operations for the fiscal years ended
June 30, 2001, 2002 and 2003, were approximately $3.1 million,  $0.8 million and
$0.5 million, respectively.

REVENUE RECOGNITION

     Advertising  revenue  is earned  and  recognized  when  advertisements  are
published,  inserted, aired or displayed and are net of provisions for estimated
rebates, credit and rate adjustments and discounts. Circulation revenue includes
single copy and home  delivery  subscription  revenue.  Single  copy  revenue is
earned and  recognized  based on the date the  publication  is  delivered to the
single copy outlet,  net of provisions for returns.  Home delivery  subscription
revenue is earned and recognized when the newspaper is delivered to the customer
or sold to a third party.  Amounts  received in advance of an  advertisement  or
newspaper  delivery are deferred and recorded on the balance  sheet as a current
liability to be recognized into income when the revenue has been earned.

<PAGE>
                                                                            F-12

DISCLOSURES ABOUT SEGMENTS OF AN ENTERPRISE AND RELATED INFORMATION

     The Company conducts  business in one reporting  segment and determined its
reporting  segment based on the individual  operations  that the chief operating
decision  maker  reviews  for  purposes  of  assessing  performance  and  making
operating  decisions.  The individual  operations  have been aggregated into one
segment because management  believes they have similar economic  characteristics
and similar products, services, customers, production processes and distribution
methods.  The Company  believes that aggregating the operations into one segment
helps users understand the Company's performance and assess its prospects.

COMPREHENSIVE INCOME

     As  of  July  1,  1998,  the  Company  adopted  SFAS  No.  130,   REPORTING
COMPREHENSIVE  INCOME.  SFAS No. 130 requires the  disclosure  of  comprehensive
income, which includes, in addition to net income, other gains and losses, which
affect shareholders'  equity, but under generally accepted accounting principles
are excluded from net income.  While the Company adopted SFAS No. 130 on July 1,
1998,  it did not have any items of  comprehensive  income until it adopted SFAS
No. 133, ACCOUNTING FOR DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES ("SFAS No.
133"), on July 1, 2000. Under SFAS No. 133, the Company's newsprint and interest
rate swap  agreements  on its variable rate debt were recorded at fair value and
changes in the value of such  contracts,  net of income taxes,  were reported in
comprehensive  income. During fiscal year 2003, the interest rate swap agreement
on the Company's  variable rate debt expired,  and effective  September 5, 2003,
the Company  terminated  its  newsprint  swap  agreement.  See Note 10:  Hedging
Activities  for further  discussion.  Comprehensive  income for the Company also
includes a minimum pension liability  adjustment related to two of the Company's
pension  plans and a pension plan at one of the Company's  unconsolidated  JOAs.
For purposes of calculating  income taxes related to comprehensive  income,  the
Company uses its combined statutory rate for federal and state income taxes.

DIVIDENDS

     The  Company  has not paid a  dividend  on its  common  stock  and does not
currently plan to pay cash dividends on its common stock.

EMPLOYEES

     Certain employees of the Company's newspapers are employed under collective
bargaining agreements.

HEDGING ACTIVITIES

     Under SFAS No. 133, the Company's  newsprint and variable to fixed interest
rate swap agreement had been designated as cash flow hedges and recorded at fair
value,  and changes in the value of such  contracts,  net of income  taxes,  are
reported in comprehensive  income. At June 30, 2003, the Company had no variable
to fixed  interest rate swap  agreements,  and  subsequent to June 30, 2003, the
Company  terminated its newsprint swap agreement.  The Company also has fixed to
variable  interest  rate  swap  agreements,  which  do  not  qualify  for  hedge
accounting,  and therefore,  changes in the fair value of these swap  agreements
are recognized in other (income)  expense,  net. The net settlements  made under
all of the Company's  interest rate swap  agreements are reflected in operations
as an adjustment to interest expense over the term of the related swap. Prior to
the  termination of the newsprint swap  agreement,  the periodic net settlements
made were reflected in operations in the period the newsprint was consumed.  See
Note 10: Hedging Activities for further discussion.

RECENTLY ISSUED ACCOUNTING STANDARDS

     In July 2002,  the FASB  issued  Statement  No. 146,  ACCOUNTING  FOR COSTS
ASSOCIATED  WITH EXIT OR  DISPOSAL  ACTIVITIES  ("SFAS No.  146").  SFAS No. 146
requires   companies  to  recognize  costs  associated  with  exit  or  disposal
activities  when they are incurred rather than at the date of a commitment to an
exit or disposal plan.  SFAS No. 146 is to be applied  prospectively  to exit or
disposal activities  initiated after December 31, 2002. The Company has incurred
no such costs since the January 1, 2003 adoption of SFAS No. 146.

     In  November  2002,  the FASB  issued  Interpretation  No. 45,  GUARANTOR'S
ACCOUNTING  AND  DISCLOSURE  REQUIREMENTS  FOR  GUARANTEES,  INCLUDING  INDIRECT
GUARANTEES  OF  INDEBTEDNESS  OF OTHERS  ("FIN No.  45"),  which  addresses  the

<PAGE>
                                                                            F-13

accounting for and disclosure of guarantees and requires  certain  guarantees to
be recorded  at fair value.  The  initial  recognition  and initial  measurement
provisions of FIN No. 45 are  applicable  on a  prospective  basis to guarantees
issued or modified after December 31, 2002;  any  previously  issued  guarantees
prior to the date of FIN No. 45's initial  application  should not be revised or
restated.  FIN No. 45's  disclosure  requirements  are  effective  for financial
statements of interim or annual  periods  ending after December 15, 2002 and are
applicable to all  guarantees  issued by the  guarantor  subject to FIN No. 45's
scope,  including guarantees issued prior to the issuance of FIN No. 45. Through
its  wholly-owned  subsidiary  Kearns-Tribune,  LLC,  the  Company  owns  a 6.0%
interest in Ponderay Newsprint Company ("Ponderay") and is also a guarantor,  on
a several basis, on 6.0% of up to $125.0 million of Ponderay's  credit facility,
which is due April 12, 2006. Based on the Company's  evaluation,  this guarantee
falls under the disclosure  provisions of FIN No. 45. The Company has no amounts
related to the  guarantee  recorded  in its  financial  statements  because  the
guarantee  existed prior to and has not been modified  since  December 31, 2002.
The guarantee arose from  Ponderay's  April 12, 2000 amended and restated credit
agreement  that  replaced  a  previous  credit  facility  which had been used to
finance the construction of its newsprint mill. The guarantee could be triggered
by Ponderay's  failure to meet any or all of its bank  covenants,  at which time
the Company  could be liable for its portion of the  guarantee.  At December 31,
2003,  the  Company's  share  of the  guarantee  is $5.9  million.  The  debt is
collateralized  by a deed of trust on Ponderay's real property and a mortgage on
all of Ponderay's other assets.

     In January 2003, the FASB issued  Interpretation  No. 46  CONSOLIDATION  OF
VARIABLE  INTEREST ENTITIES ("FIN No. 46"). FIN No. 46 clarifies the application
of Accounting Research Bulletin No. 51, CONSOLIDATED  FINANCIAL  STATEMENTS,  to
only certain entities in which equity investors do not have the  characteristics
of a controlling financial interest or do not have sufficient equity at risk for
the entity to finance its activities without additional  subordinated  financial
support from other parties.  In December 2003, the FASB issued a revised FIN No.
46. Under the  revision,  for variable  interest  entities that existed prior to
December 31, 2003, the effective  date for non-public  entities is the beginning
of the first annual  reporting  period  beginning after December 15, 2004, which
for the Company is July 1, 2005. The Company's preliminary  assessment indicates
that the  revised  FIN No. 46 will not have a material  impact on its  financial
position or results of operations;  however, the Company is still in the process
of evaluating the revised rules under FIN No. 46.

     In April 2003, FASB issued  Statement No. 149,  AMENDMENTS OF STATEMENT 133
ON  DERIVATIVE  INSTRUMENTS  AND HEDGING  ACTIVITIES  ("SFAS No.  149") which is
primarily  effective for contracts entered into or modified after June 30, 2003.
The statement  amends Statement No. 133,  ACCOUNTING FOR DERIVATIVE  INSTRUMENTS
AND HEDGING  ACTIVITIES  ("SFAS No. 133") for certain decisions made by the FASB
as  part  of the  Derivatives  Implementation  Group  process  and  incorporates
clarifications  of the definition of a derivative.  Adoption of SFAS No. 149 did
not impact the Company's financial position and results of operations.

     In May 2003,  the FASB issued  Statement  No. 150,  ACCOUNTING  FOR CERTAIN
FINANCIAL INSTRUMENTS WITH CHARACTERISTICS OF BOTH LIABILITIES AND EQUITY ("SFAS
No.  150"),  which  addresses  how to  classify  and measure  certain  financial
instruments  with  characteristics  of  both  liabilities  (or  assets  in  some
circumstances)  and  equity.  SFAS No.  150's  requirements  apply  to  issuers'
classification and measurement of freestanding financial instruments,  including
those that  comprise more than one option or forward  contract.  SFAS No. 150 is
effective for financial instruments entered into or modified after May 31, 2003,
and  otherwise  is  effective  at the  beginning  of the  first  interim  period
beginning  after June 15,  2003.  SFAS No. 150 as it relates to  non-controlling
interests  in  limited-life  subsidiaries,  has  been  deferred  by FASB  for an
indefinite  period.  The  Company  will  evaluate  the impact of the  provisions
related to  non-controlling  interests in limited-life  subsidiaries if and when
the provisions are finalized. Adoption of the applicable provisions SFAS No. 150
on July 1, 2003 did not impact the Company's  financial  position and results of
operations.

     Effective  July 1, 2003,  the  Company  adopted  FASB  Statement  No.  150,
ACCOUNTING  FOR  CERTAIN  FINANCIAL  INSTRUMENTS  WITH  CHARACTERISTICS  OF BOTH
LIABILITIES  AND EQUITY ("SFAS No. 150"),  except for the  provisions  regarding
non-controlling interests in limited-life  subsidiaries.  The provisions of SFAS
No. 150 related to non-controlling  interests in limited-life  subsidiaries have
been  deferred by FASB for an indefinite  period.  The Company will evaluate the
impact of the provisions  related to  non-controlling  interests in limited-life
subsidiaries when the provisions are finalized. Adoption of the other provisions
of SFAS  No.  150 on July  1,  2003  did not  materially  impact  the  Company's
financial position or results of operations.

     In  December  2003,  the  Medicare   Prescription  Drug,   Improvement  and
Modernization  Act of 2003 (the "Act") was signed into law. The Act introduces a
prescription drug benefit under Medicare  (Medicare Part D) as well as a federal
subsidy to sponsors of retiree  health care benefit plans that provide a benefit
that is at least actuarially equivalent to Medicare Part D. Two of the Company's
subsidiaries have  postretirement  benefit plans which offer a prescription drug

<PAGE>
                                                                            F-14

benefit and therefore under the Financial  Accounting  Standards Board Statement
No. 106, EMPLOYERS'  ACCOUNTING FOR POSTRETIREMENT  BENEFITS OTHER THAN PENSIONS
("SFAS No. 106"),  the plans'  accumulated  postretirement  benefit  obligations
would be required to be remeasured as a result of the Act.  However,  on January
12, 2004, the Financial  Accounting  Standards  Board ("FASB") issued FASB Staff
Position on SFAS No. 106 ("FSP-SFAS  No. 106") which permits  sponsors to make a
one-time  election  to  defer  accounting  for  the  effects  of the Act and the
disclosures  related to the plans  required by FASB  Statement  No. 132 (revised
2003),  EMPLOYERS' DISCLOSURES ABOUT PENSIONS AND OTHER POSTRETIREMENT  BENEFITS
(see further  discussion  which follows),  until  authoritative  guidance on the
accounting for the federal  subsidy is issued or until certain other events that
would require remeasurement occur (for example, a plan amendment,  settlement or
curtailment,  if such event occurs  subsequent to January 31, 2004, but prior to
the issuance of additional  authoritative guidance) at which time accounting for
the Act's  effects on the plans  would be  required.  The Company has elected to
defer  accounting  for the  effects  of the Act  under  FSP-SFAS  No.  106,  and
therefore the  accompanying  financial  statements do not reflect the effects of
the  Act  on the  plans'  accumulated  postretirement  benefit  obligations.  As
previously discussed,  authoritative  guidance on the accounting for the federal
subsidy is pending,  and  guidance,  when issued,  could  require the Company to
change  previously  reported  information.  The  Company  is in the  process  of
evaluating the economic  consequences of the Act, including  determining whether
plans  would need to be amended,  but does not expect  that the effects  will be
material to the Company's financial position or results of operations.

     In December  2003, the FASB issued  revised  Statement No. 132,  EMPLOYERS'
DISCLOSURES ABOUT PENSIONS AND OTHER  POSTRETIREMENT  BENEFITS ("SFAS No. 132").
The  revised  SFAS  No.  132  requires  additional  disclosures  to those in the
original  Statement  No. 132 about the assets,  obligations,  cash flows and net
periodic benefit cost of defined benefit pension plans and other defined benefit
postretirement   plans.   Interim   disclosures  are  required  by  the  revised
pronouncement  for interim periods  beginning after December 15, 2003 and annual
disclosures are required for fiscal years ending after December 15, 2003,  which
for the Company is March 31, 2004 and June 30, 2004,  respectively.  Adoption of
the  provisions  of revised SFAS No. 132 impacts  disclosures  only and will not
impact the Company's financial position or results of operations.

NOTE 3:  JOINT OPERATING AGENCIES

     Prior to  January  23,  2001,  the  Company  consolidated  the  results  of
operations  of THE DENVER POST.  On January 23, 2001,  MediaNews  Group and E.W.
Scripps  Company  ("Scripps"),  owner of the ROCKY MOUNTAIN NEWS,  completed the
formation of the Denver Newspaper  Agency,  a partnership  ("DNA" or the "Denver
JOA"),  under the terms of a joint operating  agreement.  Upon formation of DNA,
MediaNews  and Scripps each  contributed  substantially  all of their  operating
assets used in the publication of THE DENVER POST and the ROCKY MOUNTAIN NEWS to
DNA, while each maintained  editorial  control and  responsibility  for news and
editorial  costs for each of their  respective  newspapers.  In  addition to the
assets  contributed to DNA,  Scripps also paid MediaNews $60.0 million to obtain
its 50%  interest in DNA.  The Company  recognized a pre-tax gain on the payment
from Scripps of approximately $46.7 million, net of expenses. As a result of the
formation of the Denver JOA, the Company no longer  consolidates  the results of
THE  DENVER  POST  after   January  23,  2001.  In  addition  to  the  Company's
proportionate share of income from DNA, the editorial costs,  publishing related
revenues,  depreciation of editorial  assets owned outside of the JOA, and other
direct  costs of THE DENVER  POST are  included  in the line item  "Income  from
Unconsolidated  JOAs." The  Company  continues  to  consolidate  The Denver Post
Corporation's   subsidiary,   Eastern  Colorado   Publishing  Company  ("ECPC"),
comprised  of  several  small  daily  and  weekly  newspapers  as  ECPC  was not
contributed to DNA.

     On January 2, 2001,  MediaNews  purchased the stock of Kearns-Tribune,  LLC
for $200.0  million in cash.  Kearns-Tribune,  LLC owns the masthead of THE SALT
LAKE TRIBUNE and a 50% ownership  interest in the Newspaper  Agency  Corporation
(the "Salt Lake City JOA"). The Salt Lake City JOA is the managing entity of the
JOA  agreement  between  Kearns-Tribune,  LLC and the  Deseret  News  Publishing
Company.  Under the terms of this JOA, the Salt Lake City JOA is responsible for
performing  all the business  functions of THE SALT LAKE TRIBUNE and the DESERET
MORNING NEWS,  including  advertising  and  circulation  sales,  production  and
distribution;  however,  the Salt  Lake  City JOA does not own any of the  fixed
assets used in its operations.  Instead, each partner owns the fixed assets used
in the operations of the Salt Lake City JOA as tenants in common, outside of the
JOA. Therefore, the related depreciation expense is also recorded outside of the
JOA.  News and  editorial  costs  related to THE SALT LAKE  TRIBUNE are incurred
outside  of  the  Salt  Lake  City  JOA  and  are  the  sole  responsibility  of
Kearns-Tribune,  LLC. While  Kearns-Tribune,  LLC owns 50% of the Salt Lake City
JOA, net income of the Salt Lake City JOA is distributed 58% to  Kearns-Tribune,
LLC and 42% to the Deseret News Publishing Company  principally because THE SALT
LAKE TRIBUNE has greater circulation than THE DESERET MORNING NEWS and therefore
is responsible  for a greater  portion of the operating cash flows  generated by
the Salt Lake City JOA.  The  Company  records  its  proportionate  share of the
results of the Salt Lake City JOA along with the  operations of  Kearns-Tribune,

<PAGE>
                                                                            F-15

LLC,  consisting  principally of editorial costs,  publishing  related revenues,
amortization  of  intangibles,  depreciation  of fixed assets,  and other direct
costs of THE SALT LAKE  TRIBUNE,  in the line item "Income  from  Unconsolidated
JOAs."

     On  August  22,  1998,   Charleston   Publishing  Company,  a  wholly-owned
subsidiary of MediaNews, acquired a 50% interest in Charleston Newspapers, which
publishes the CHARLESTON  GAZETTE  (morning) and CHARLESTON DAILY MAIL (evening)
six days a week and the  SUNDAY  GAZETTE-MAIL,  under  the  terms of a JOA.  The
acquisition  also included rights to the masthead of the CHARLESTON  DAILY MAIL.
The  managerial   responsibility  for  the  news  and  editorial  functions  are
completely  separate from the JOA;  accordingly,  the Company is responsible for
the news and editorial  content of the CHARLESTON DAILY MAIL.  However,  related
editorial expenses are incurred and paid within the Charleston JOA. As a result,
all editorial  expenses of the three Charleston JOA publications are included in
the Company's proportionate share of income from Charleston Newspapers, which is
included in Income from  Unconsolidated  JOAs.  Amortization  of intangibles and
other direct costs  associated  with the JOA incurred by  Charleston  Publishing
Company are also included in Income from Unconsolidated JOAs.

     Effective  March 1990,  York  Newspapers,  Inc.  ("YNI") entered into a JOA
agreement,  forming York Newspaper Company ("YNC"), with York Daily Record, Inc.
("YDR"), under which YNC is responsible for all newspaper publishing operations,
other than news and editorial,  including  production,  sales,  distribution and
administration. YNC publishes THE YORK DISPATCH, a daily evening paper, the YORK
DAILY RECORD,  a daily morning paper,  and the YORK SUNDAY NEWS. YNI has a 57.5%
interest  in YNC  and is the  controlling  partner.  The  operations  of YNC are
consolidated with those of the Company,  with a minority interest  reflected for
YDR's interest in YNC. The operating results of YNC do not include the editorial
costs  associated  with the  publication of the YORK DAILY RECORD,  which is not
owned by the Company and the costs of which are incurred outside of the JOA. YNC
made cash  distributions  to the  Company  in the amount of $9.4  million,  $8.5
million and $9.7 million in fiscal years 2001, 2002 and 2003, respectively.

     The following  tables present the  summarized  results for the fiscal years
ended June 30,  2001,  2002 and 2003 and for the six months  ended  December 31,
2002 and 2003 of the Company's  unconsolidated  JOAs, along with related balance
sheet data at June 30, 2002 and 2003,  on a combined  basis.  The Salt Lake City
JOA data has been  presented  separately,  because as of June 30, 2003,  it is a
significant  investee of the Company  determined in accordance with Rule 3-09 of
Regulation S-X. The Salt Lake City JOA and Other  Unconsolidated JOA information
is presented at 100%,  with the other partners' share of income from the related
JOAs subsequently eliminated.  The editorial costs, publishing related revenues,
depreciation,  amortization, and other direct costs incurred outside of the JOAs
by our  consolidated  subsidiaries  associated  with THE SALT LAKE TRIBUNE,  THE
DENVER POST, and the CHARLESTON  DAILY MAIL are included in the line "Associated
Revenues and Expenses." The minority  interest  associated  with THE DENVER POST
has not been reflected in the following tables.

<TABLE>
<CAPTION>
                                                             YEAR ENDED JUNE 30, 2003
                                          -------------------------------------------------------------
                                                                                          TOTAL INCOME
                                                            OTHER         ASSOCIATED          FROM
                                           SALT LAKE    UNCONSOLIDATED   REVENUES AND    UNCONSOLIDATED
                                            CITY JOA         JOAS          EXPENSES           JOAS
                                          -----------   --------------   ------------    --------------
                                                              (DOLLARS IN THOUSANDS)

<S>                                       <C>           <C>              <C>             <C>
INCOME STATEMENT DATA:
Total revenues........................    $   128,636   $      458,068   $        690

Cost of sales.........................         29,620          151,926         31,523
Selling, general and administrative...         46,672          207,914          8,393
Depreciation and amortization.........             --           23,361          4,132
Other.................................             65              196             53
Gain on sale of assets................             --           (1,715)            --
                                          -----------   --------------   ------------
  Total costs and expenses............         76,357          381,682         44,101
                                          -----------   --------------   ------------
Net income (loss).....................         52,279           76,386        (43,411)
Partners' share of income from
  unconsolidated JOAs.................        (21,834)         (38,193)            --
                                          -----------   --------------   ------------
Income from unconsolidated JOAs.......    $    30,445   $       38,193    $   (43,411)   $       25,227
                                          ===========   ==============   ============    ==============
</TABLE>

<PAGE>
                                                                            F-16
<TABLE>
<CAPTION>
                                                             YEAR ENDED JUNE 30, 2002
                                          -------------------------------------------------------------
                                                                                          TOTAL INCOME
                                                            OTHER         ASSOCIATED          FROM
                                           SALT LAKE    UNCONSOLIDATED   REVENUES AND    UNCONSOLIDATED
                                            CITY JOA         JOAS          EXPENSES           JOAS
                                          -----------   --------------   ------------    --------------
                                                              (DOLLARS IN THOUSANDS)

<S>                                       <C>           <C>              <C>             <C>
INCOME STATEMENT DATA:
Total revenues........................    $   127,743   $      447,358   $        974

Cost of sales.........................         32,055          169,144         30,765
Selling, general and administrative...         43,317          196,536          5,576
Depreciation and amortization.........             --           26,994          4,253
Other.................................             --           11,790          3,591
                                          -----------   --------------   ------------
  Total costs and expenses............         75,372          404,464         44,185
                                          -----------   --------------   ------------
Net income (loss).....................         52,371           42,894        (43,211)
Partners' share of income from
  unconsolidated JOAs.................        (21,837)         (21,447)            --
                                          -----------   --------------   ------------
Income from unconsolidated JOAs.......    $    30,534   $       21,447   $    (43,211)   $        8,770
                                          ===========   ==============   ============    ==============
</TABLE>


<TABLE>
<CAPTION>
                                                             YEAR ENDED JUNE 30, 2001
                                          -------------------------------------------------------------
                                                                                          TOTAL INCOME
                                                            OTHER         ASSOCIATED          FROM
                                           SALT LAKE    UNCONSOLIDATED   REVENUES AND    UNCONSOLIDATED
                                            CITY JOA         JOAS          EXPENSES           JOAS
                                          -----------   --------------   ------------    --------------
                                                              (DOLLARS IN THOUSANDS)

<S>                                       <C>           <C>              <C>             <C>
INCOME STATEMENT DATA:
Total revenues........................    $    62,568   $      216,438   $        820

Cost of sales.........................         17,066           93,348         14,659
Selling, general and administrative...         21,460           99,986         (2,476)
Depreciation and amortization.........             --           12,086          4,745
Other.................................             43           12,600            295
                                          -----------   --------------   ------------
  Total costs and expenses............         38,569          218,020         17,223
                                          -----------   --------------   ------------
Net income (loss).....................         23,999           (1,582)       (16,403)
Partners' share of income from
  unconsolidated JOAs.................        (10,007)             791             --
                                          -----------   --------------   ------------
Income from unconsolidated JOAs.......    $    13,992   $         (791)  $    (16,403)   $      (3,202)
                                          ===========   ==============   ============    ==============
</TABLE>

<TABLE>
<CAPTION>

                                                 JUNE 30, 2003                   JUNE 30, 2002
                                           ---------------------------    -----------------------------
                                                            OTHER                            OTHER
                                           SALT LAKE    UNCONSOLIDATED    SALT LAKE      UNCONSOLIDATED
                                            CITY JOA         JOAS          CITY JOA           JOAS
                                           ---------    --------------    ---------      --------------
                                                              (DOLLARS IN THOUSANDS)

<S>                                       <C>            <C>            <C>             <C>
BALANCE SHEET DATA:
Current assets........................    $    15,060   $     85,047    $     15,443    $     92,216
Non-current assets....................         18,970        194,489          15,935         223,483
Current liabilities...................         20,697         47,900          18,926          47,841
Non-current liabilities...............          3,638         22,950           3,860          21,665
</TABLE>

<PAGE>
                                                                            F-17

<TABLE>
<CAPTION>
                                                         SIX MONTHS ENDED DECEMBER 31, 2003
                                          -------------------------------------------------------------
                                                                                          TOTAL INCOME
                                                            OTHER         ASSOCIATED          FROM
                                           SALT LAKE    UNCONSOLIDATED   REVENUES AND    UNCONSOLIDATED
                                            CITY JOA         JOAS          EXPENSES           JOAS
                                          -----------   --------------   ------------    --------------
                                                              (DOLLARS IN THOUSANDS)
<S>                                       <C>            <C>              <C>            <C>
INCOME STATEMENT DATA:
Total revenues........................    $    69,536    $     236,255    $       254

Cost of sales.........................         15,805           75,720         16,293
Selling, general and administrative...         25,082          104,117          4,514
Depreciation and amortization.........             --           10,955          2,202
Other.................................              2              997            440
                                          -----------    -------------    -----------
  Total costs and expenses............         40,889          191,789         23,449
                                          -----------    -------------    -----------
Net income (loss).....................         28,647           44,466        (23,195)
Partners' share of income from
  unconsolidated JOAs.................        (11,942)         (22,233)            --
                                          -----------    -------------    -----------
Income from unconsolidated JOAs.......    $    16,705    $      22,333    $   (23,195)   $       15,743
                                          ===========    =============    ===========    ==============
</TABLE>
<TABLE>
<CAPTION>
                                                         SIX MONTHS ENDED DECEMBER 31, 2002
                                          -------------------------------------------------------------
                                                                                          TOTAL INCOME
                                                            OTHER         ASSOCIATED          FROM
                                           SALT LAKE    UNCONSOLIDATED   REVENUES AND    UNCONSOLIDATED
                                            CITY JOA         JOAS          EXPENSES           JOAS
                                          -----------   --------------   ------------    --------------
                                                              (DOLLARS IN THOUSANDS)
<S>                                       <C>           <C>              <C>             <C>
INCOME STATEMENT DATA:
Total revenues........................    $    64,672   $      234,655   $        387

Cost of sales.........................         14,860           77,706         15,469
Selling, general and administrative...         22,734          104,941          4,418
Depreciation and amortization.........             --           12,081          2,033
Other.................................             64           (2,147)            91
                                          -----------   --------------   ------------
  Total costs and expenses............         37,658          192,581         22,011
                                          -----------   --------------   ------------
Net income (loss).....................         27,014           42,074        (21,624)
Partners' share of income from
  unconsolidated JOAs.................        (11,288)         (21,037)            --
                                          -----------   --------------   ------------
Income from unconsolidated JOAs.......    $    15,726    $      21,037   $    (21,624)   $       15,139
                                          ===========   ==============   ============    ==============
</TABLE>

NOTE 4:  INVESTMENT IN CALIFORNIA NEWSPAPERS PARTNERSHIP

     On  March  31,  1999,  through  its  wholly-owned  subsidiary,  West  Coast
MediaNews LLC, the Company formed the California Newspapers  Partnership ("CNP")
with Stephens Media Group ("SMG"),  previously  known as Donrey  Newspapers LLC,
and The Sun Company of San Bernardino California ("Gannett"). MediaNews, SMG and
Gannett's interests in the California Newspapers  Partnership are 54.23%, 26.28%
and 19.49%,  respectively.  The Company is the controlling partner and therefore
the operations of the  partnership  are  consolidated  with those of the Company
with  minority  interest  reflected  for SMG's  and  Gannett's  interest  in the
partnership.

     At the formation of the California Newspapers Partnership, the Company also
contributed debt of $6.6 million to the partnership. However, in accordance with
the partnership agreement,  the Company remains liable for the contributed debt.
All principal and interest payments associated with this debt are charged to the
MediaNews capital account at CNP as a distribution.  Approximately $2.7 million,
$2.3 million and $2.1 million of principal  and interest  payments  were made in
fiscal years 2001, 2002 and 2003, respectively,  by the partnership on behalf of
the Company.

     The  California   Newspapers   Partnership  is  governed  by  a  management
committee.  The management  committee  consists of seven  members.  MediaNews is
entitled to appoint  four of the  members on the  management  committee,  SMG is
entitled to appoint two,  and Gannett is entitled to appoint  one.  Decisions of
the management  committee are by majority vote,  except that unanimous votes are
required for certain extraordinary actions,  including asset transfers or sales,
asset  acquisitions,  incurrence  of debt and  certain  material  changes in the
partnership business.

<PAGE>
                                                                            F-18

     The California  Newspapers  Partnership agreement also contains transfer of
interests  restrictions.  None  of the  partners  are  able  to  transfer  their
interests  before  January 1, 2004,  and after that date,  transfers may be made
only subject to the "right of first offer" of the  remaining  partners to effect
the purchase of the  transferring  partner's  interest.  In  addition,  where no
partner  exercises  its right of first offer,  any sale of a partner's  interest
must include the right for the remaining  partners to "tag-along" and sell their
interests to the  third-party  buyer at the same price.  After  January 1, 2005,
MediaNews has the right to require the other partners to sell their interests to
any third party to which MediaNews sells its interest.

     SMG has a separate  right to "put" its interest in the  partnership  to the
other two  partners at fair market value  anytime  after  January 1, 2005.  Upon
notification of the put and obtaining a valuation of the  partnership  interest,
the remaining partners have two years to complete the purchase. Gannett also had
a separate put right similar to SMG's; however, in connection with the formation
of the Texas-New Mexico Newspapers  Partnership,  Gannett's put right in CNP was
eliminated.

     The minority interest  liability  reflects the fair market value of the net
assets  at  the  time  they  were  contributed  to  the  California   Newspapers
Partnership by SMG and Gannett,  plus the minority  partners' share of earnings,
net of distributions since inception. CNP made cash distributions to the Company
in the amount of $37.4 million,  $41.7 million and $35.3 million in fiscal years
2001, 2002 and 2003, respectively.

NOTE 5:  ACQUISITIONS, DISPOSITIONS AND PARTNERSHIP FORMATIONS

     There were no  significant  transactions  for the six months ended December
31, 2003.

ACQUISITIONS

FISCAL 2003

     Effective January 31, 2003, CNP acquired substantially all of the operating
assets used in the publication of the PARADISE POST, a newspaper published three
times weekly in Paradise,  California,  plus  related  publications  and a large
commercial printing business.  The purchase price of approximately $13.0 million
consisted of $11.75  million of cash and  estimated  transaction  costs,  net of
working  capital,  plus future  payments  under  covenants not to compete with a
discounted value of approximately $1.2 million.  Contributions from the partners
in CNP were used to fund the  acquisition.  The  Company's  cash  portion of the
acquisition was approximately  $6.4 million and was funded with borrowings under
the Company's bank credit facility.  Approximately  $7.2 million of the purchase
price was attributable to tangible assets (primarily fixed assets), $1.3 million
was  attributable to identifiable  intangible  assets ($0.1 million,  subscriber
lists; $1.2 million,  covenants not to compete) and $4.5 million was recorded as
goodwill.  Paradise is in close proximity to the Company's newspaper  operations
in Chico, California.

     Effective October 1, 2002, CNP acquired  substantially all of the operating
assets  used in the  publication  of the  ORIGINAL  APARTMENT  MAGAZINE,  a free
distribution  apartment  rental  magazine.  The ORIGINAL  APARTMENT  MAGAZINE is
published every two weeks in three different  zones:  Los Angeles/San  Fernando,
Orange  County,   and  the  Inland  Empire  and  had  monthly   distribution  of
approximately  296,000 at the date of acquisition.  The purchase price was $10.0
million,  plus an additional  earnout of up to $6.0 million  dependent on future
operating performance.  Contributions from the partners in CNP were used to fund
the acquisition.  The Company's cash portion of the acquisition was $5.4 million
and was  funded  with  borrowings  under the  Company's  bank  credit  facility.
Approximately  $0.3 million of the purchase price was  attributable  to tangible
assets  (primarily fixed assets),  $3.5 million was attributable to identifiable
intangible assets ($1.0 million, mastheads; $2.3 million, subscriber lists; $0.2
million,  covenants  not to compete)  and $6.2 million was recorded as goodwill.
ORIGINAL  APARTMENT  MAGAZINE is operated  in  conjunction  with the Los Angeles
Newspaper Group. Effective September 30, 2003, the seller earned $2.3 million of
the earnout which was paid in November  2003. The $2.3 million  earnout  payment
has been recorded as an adjustment to goodwill.

     Effective October 1, 2002, CNP acquired  substantially all of the operating
assets used in the  publication of THE REPORTER,  a morning daily  newspaper and
VALU-PACK,  a total  market  coverage  product,  both  published  in  Vacaville,
California.  At the date of purchase,  the  newspaper  had daily and Sunday paid
circulation of approximately 18,000 and 20,000, respectively. The purchase price
of $30.9 million included $30.0 million of cash and estimated transaction costs,
net of working  capital,  plus future  payments  under a covenant not to compete
with a discounted value of $0.9 million.  Contributions from the partners in CNP
were used to fund the acquisition. The Company's cash portion of the acquisition

<PAGE>
                                                                            F-19

was $16.3 million and was funded with borrowings under the Company's bank credit
facility.  Approximately  $3.5 million of the purchase price was attributable to
tangible  assets  (primarily  fixed assets),  $6.8 million was  attributable  to
identifiable   intangible  assets  ($0.8  million,   mastheads;   $5.1  million,
subscriber lists; $0.9 million,  covenants not to compete) and $20.6 million was
recorded as goodwill. Vacaville is in close proximity to the Company's newspaper
operations in Vallejo and the Alameda Newspapers Group, in California.

FISCAL 2002

     There were no significant acquisitions in fiscal year 2002.

FISCAL 2001

     Effective  May 31,  2001,  the Company  acquired  substantially  all of the
assets used in the  publication  of THE  RUIDOSO  NEWS,  a  bi-weekly  newspaper
published in Ruidoso,  New Mexico for approximately $3.8 million in cash, net of
working capital.

     Effective March 31, 2001, the Company  purchased  substantially  all of the
assets used in the  publication  of  ALAMOGORDO  DAILY NEWS,  a daily  newspaper
published in  Alamogordo,  New Mexico,  for $9.5 million in cash, net of working
capital.

     Effective February 1, 2001, the California Newspapers Partnership purchased
substantially  all of the assets  used in the  publications  of the LAKE  COUNTY
RECORD-BEE,  a daily  newspaper  and several  weeklies  including  the CLEARLAKE
OBSERVER-AMERICAN, WILLITS NEWS, PENNY SLAVER, and BEE-SMART SHOPPER, located in
and around Lakeport,  California, for approximately $7.3 million in cash, net of
working capital.

     Effective January 2, 2001, MediaNews purchased the stock of Kearns-Tribune,
LLC  for  $192.0  million,  net of  cash on hand  at the  Salt  Lake  City  JOA.
Kearns-Tribune,  LLC  owns  the  masthead  of THE SALT  LAKE  TRIBUNE  and a 50%
ownership interest in the Salt Lake City JOA. The Salt Lake City JOA is operated
under the terms of a JOA agreement between  Kearns-Tribune,  LLC and the Deseret
News Publishing  Company (See Note 3). This acquisition was funded with proceeds
from the sale of Council Bluffs discussed in Dispositions,  the Scripps' payment
to acquire a 50% interest in the Denver JOA (See Note 3) and bank borrowings.

     Effective  October 31, 2001,  the Company  received  substantially  all the
assets of the CARLSBAD CURRENT-ARGUS,  a daily newspaper in Carlsbad, New Mexico
valued at approximately $7.0 million, plus adjustments for working capital, as a
part of the proceeds from the sale of the DAILY  NONPAREIL,  in Council  Bluffs,
Iowa and the related  daily and weekly  newspapers  located in the  Southwestern
Iowa cluster.

     Effective  October 1, 2000, the Company acquired  substantially  all of the
assets used in the  publication  of the  CONNECTICUT  POST, a morning  newspaper
published in Bridgeport,  Connecticut, for approximately $194.0 million in cash,
net  of  working  capital  of  approximately   $5.0  million  and  post  closing
adjustments.  The acquisition was funded with proceeds of  approximately  $145.0
million from the sale of  newspapers on June 30, 2000 and  borrowings  under the
Company's bank credit facility.

     Effective  October 1, 2000, the Company acquired  substantially  all of the
assets used in the publication of BRECKENRIDGE  AMERICAN,  a bi-weekly newspaper
and  radio  stations,  KLXK  and  KROO,  located  in  Breckenridge,   Texas  for
approximately $1.0 million.

     Effective  October  1,  2000,  Gannett  contributed  the MARIN  INDEPENDENT
JOURNAL,   published  in  Marin,   California,   to  the  California  Newspapers
Partnership.  The MARIN INDEPENDENT  JOURNAL is operated in conjunction with the
ANG Newspapers.  As a result of the Marin contribution,  the partners' interests
were  adjusted to their  current  values (See Note 4:  Investment  in California
Newspapers Partnership).

DISPOSITIONS

     There were no dispositions in fiscal years 2003 and 2002.

<PAGE>
                                                                            F-20

FISCAL 2001

     Effective  January 31, 2001, the  California  Newspapers  Partnership  sold
substantially  all of the assets used in the publication of THE LOMPOC RECORD in
Lompoc,  California  for  approximately  $8.0  million  in cash,  net of working
capital.  The sale  resulted in a pre-tax gain of  approximately  $4.6  million.
Proceeds  from  this  sale  were  used  to  purchase  the  assets  in  Lakeport,
California.

     Effective  October 31, 2000, the Company sold  substantially all the assets
used in the publication of the DAILY NONPAREIL,  in Council Bluffs, Iowa and the
related daily and weekly newspapers located in the Southwestern Iowa cluster, in
exchange  for $32.0  million  in cash and  substantially  all the  assets of the
CARLSBAD  CURRENT-ARGUS,  a daily newspaper located in Carlsbad,  New Mexico (as
previously  discussed).  The sale  resulted in a pre-tax  gain of  approximately
$23.6 million.

PARTNERSHIP FORMATIONS

FISCAL 2003

     Effective March 3, 2003, MediaNews and Gannett Co., Inc. ("Gannett") formed
the Texas-New Mexico Newspapers Partnership. MediaNews contributed substantially
all the assets and operating  liabilities of the LAS CRUCES SUN-NEWS,  THE DAILY
TIMES  (Farmington),  CARLSBAD  CURRENT-ARGUS,  ALAMOGORDO  DAILY NEWS,  and THE
DEMING HIGHLIGHT,  as well as all the weekly and other publications published by
these daily newspapers, in exchange for a 33.8% interest in the Texas-New Mexico
Newspapers  Partnership.  Gannett  contributed the EL PASO TIMES,  located in El
Paso, Texas, in exchange for its 66.2% controlling  partnership  interest.  As a
result, effective March 3, 2003, MediaNews no longer consolidates the operations
of the entities it contributed to the partnership  and began  accounting for its
share of the operations of the Texas-New Mexico Newspapers Partnership under the
equity method of accounting. The formation of the partnership was a non-monetary
transaction.  The  Company's  contribution  to the Texas-New  Mexico  Newspapers
Partnership was treated as two separate,  but simultaneous  events:  (1) a sale,
whereby for accounting purposes, the Company sold to Gannett a 66.2% interest in
its New Mexico  properties,  resulting in a non-monetary  gain of  approximately
$27.4 million  (pursuant to EITF 01-2,  INTERPRETATIONS  OF APB OPINION NO. 29),
and (2) the acquisition of a 33.8% interest in the  partnership.  Except for the
non-monetary  recognized gain, the formation of the Texas-New Mexico  Newspapers
Partnership did not have a significant impact on the Company's results.

FISCAL 2002

     There were no partnership formations in fiscal year 2002.

FISCAL 2001

     Effective  January 23, 2001,  MediaNews and Scripps completed the formation
of the Denver Newspaper Agency as discussed in Note 3: Joint Operating Agencies.

<PAGE>
                                                                            F-21

NOTE 6:  LONG-TERM DEBT

     Long-term debt consisted of the following:

<TABLE>
<CAPTION>
                                                                 JUNE 30,           DECEMBER 31,
                                                        --------------------------  ------------
                                                            2002          2003           2003
                                                        -----------    -----------  ------------
                                                             (DOLLARS IN THOUSANDS)

<S>                                            <C>      <C>            <C>          <C>
Bank Credit Facility (Revolving Portion)...    (I)      $         -    $         -  $   123,200
Bank Term Loan B...........................    (I)                -              -      250,000
Bank Term Loan (A and B)...................    (II)         150,000        247,000           -
Bank Credit Facility (Revolving Portion)...    (III)        210,400        129,900           -
Various Notes, payable through 2013........    (IV)          20,805         15,678       29,789
8.75% Senior Subordinated Notes, due 2009..    (V)          300,164        300,180            -
8.625% Senior Subordinated Notes, due 2011.    (VI)         199,270        199,327      199,357
6.875% Senior Subordinated Notes, due 2013.    (VII)              -              -      297,418
York Newspaper Company's Debt..............    (VIII)         6,321          5,455        4,702
9.0% Subordinated Promissory Note..........    (IX)          62,970             --           --
                                                        -----------    -----------  -----------
                                                            949,930        897,540      904,466
Less current portion of long-term debt.....    (X)            7,548          2,990        5,448
                                                        -----------    -----------  -----------
                                                        $   942,382    $   894,550  $   899,018
                                                        ===========    ===========  ===========
</TABLE>
----------

I.   On  December  30,  2003,  the  Company  refinanced  its former  bank credit
     facility,  which at the time of its replacement had provided for borrowings
     of up to  $485.0  million.  The  new  bank  credit  facility  provides  for
     borrowings  of  up  to  $600.0  million,  consisting  of a  $350.0  million
     revolving credit facility and a $250.0 million "term loan B" facility. Term
     loan B requires  quarterly  principal  payments  as follows:  $0.6  million
     beginning  in March  2004  through  December  2009 and  increases  to $58.8
     million beginning in March 2010 through December 2010.  Availability  under
     the revolving  credit facility is permanently  reduced by $100.0 million in
     December  2008.  The final  maturity of the  revolving  credit  facility is
     December  30, 2009,  and the final  maturity of the term loan B facility is
     December  30,  2010.  The new bank  credit  facility is  guaranteed  by the
     Company's  subsidiaries  (with  certain  exceptions)  and  secured by first
     priority liens and security interests in all of the capital stock (or other
     ownership   interests)  of  each  of  the  Company's  and  the  guarantors'
     susidiaries (with certain exceptions) and the Texas-New Mexico Partnership.
     The Company  has agreed to pledge its  interest in the Denver JOA to secure
     the new bank credit facility (subject to certain limitations). Prior to the
     maturity date of the  revolving  facility,  borrowings  under the revolving
     facility will be permitted to be borrowed,  repaid and  reborrowed  without
     premium or penalty (other than customary  breakage  costs).  Amounts repaid
     under the term loan B facility will not be available for  reborrowing.  The
     new bank credit facility  contains a number of covenants that,  among other
     things,  restrict the Company's  ability and its  subsidiaries'  ability to
     dispose of assets,  incur  additional  indebtedness,  pay dividends or make
     capital  contributions,  create  liens on assets,  make  investments,  make
     acquisitions and engage in mergers or consolidations.  In addition, the new
     bank credit facility  requires  compliance with certain  financial  ratios,
     including a maximum  consolidated debt to consolidated  operating cash flow
     ratio, a maximum  consolidated  senior debt to consolidated  operating cash
     flow ratio and a minimum  consolidated  operating cash flow to consolidated
     fixed charges  ratio.  Borrowings  under the new bank credit  facility bear
     interest at rates based upon, at the Company's option, either the base rate
     (the  higher of (a) the  Federal  Funds Rate plus 1/2 of 1% and (b) Bank of
     America's  prime  rate)  or  Eurodollar  rate  plus a  spread  based on the
     Company's  leverage ratio.  On the revolver  portion of the new bank credit
     facility,  Eurodollar  borrowing margins vary from 1.125% to 2.00% and base
     rate  borrowing  margins  vary from  0.125%  to  1.00%.  On the term loan B
     facility,  Eurodollar  borrowing  margins vary from 1.75% to 2.00% and base
     rate  borrowing  margins  vary from 0.75% to 1.00%.  At December  31, 2003,
     borrowing  margins on the revolver  portion of the new bank credit facility
     were set at 1.75% and 0.75% for the  Eurodollar  and base rate  borrowings,
     respectively;  borrowing  margins on the term loan B  facility  were set at
     2.00% and 1.00%, respectively, for the Eurodollar and base rate borrowings.
     In addition to interest, the Company pays an annual commitment fee of 0.25%
     to 0.375% on the unused  portion of the  commitment  based on the Company's
     leverage ratio. The annual commitment fee is currently set at 0.375%.


<PAGE>
                                                                            F-22
     The Company  incurred  debt issuance  costs of $3.8 million  related to the
     $600.0  million new bank credit  facility.  These debt issuance  costs have
     been  capitalized  as a  deferred  charge,  and are  being  amortized  on a
     straight-line  basis  over the term of the new bank  credit  facility  as a
     component of amortization expense.

II.  On December 30, 2003,  the Company  refinanced its former bank Term Loans A
     and B with  its  new  bank  credit  facility  described  in I.  above.  The
     following  describes the  significant  terms and conditions of Term Loans A
     and B prior to the refinancing.

     The Company's  previous credit agreement (as amended) provided for a $150.0
     million Term Loan A, in addition to its $350.0 million bank credit facility
     (discussed in Item III below).  On May 14, 2003,  the Company again amended
     the credit  agreement  to add a $97.0  million Term Loan B, which funded in
     June 2003 and reduced the amount  available  under the bank credit facility
     to $253.0  million.  Proceeds from Term Loan B were used to redeem the 9.0%
     Promissory Note (discussed in Item IX below);  the remaining  proceeds were
     used to pay  down  amounts  outstanding  under  the bank  credit  facility.
     Interest  on  borrowings  under the Term  Loan A were  based  upon,  at the
     Company's  option,  Eurodollar  or prime rates plus a spread,  based on the
     Company's  leverage ratio. Term Loan A borrowing margins for Eurodollar and
     prime could vary from 2.375% to 1.5% and 1.125% to 0.25%, respectively.  As
     of June 30, 2003, the Term Loan A's Eurodollar and prime borrowing  margins
     were set at 2.125% and 0.875%, respectively.  Term Loan B borrowing margins
     for  Eurodollar  and prime could vary from 2.5% to 2.75% and 1.25% to 1.5%,
     respectively.  As of June 30,  2003,  Term  Loan B's  Eurodollar  and prime
     borrowing  margins were set at 2.75% and 1.5%.

III. On  December  30,  2003,  the  Company  refinanced  its former  bank credit
     facility  with its new bank credit  facility  described  in I.  above.  The
     following  describes the significant  terms and conditions of the revolving
     portion of the former bank credit facility prior to the refinancing.

     The  Company's  previous  seven  year bank  credit  facility  provided  for
     borrowings up to $350.0 million (reduced to $253.0 million with the funding
     of the May 14,  2003  amendment  discussed  in Item II  above  and  further
     below),  including  $15.0 million that could be used for standby letters of
     credit.  Interest on  borrowings  under the bank credit  facility was based
     upon,  at the  Company's  option,  Eurodollar  or prime rates plus a spread
     based on the Company's  leverage ratio. Prime borrowing margins varied from
     1.125% to 0.25% and  Eurodollar  borrowing  margins  varied  from 2.375% to
     1.125%.  Borrowing  margins at June 30, 2003 were set at 1.75% and 0.5% for
     the  Eurodollar  and  prime  borrowings,  respectively.  Interest  on prime
     borrowings  was  payable  quarterly  in  arrears.  Interest  on  Eurodollar
     borrowings  was due at the end of each  interest  rate  contract  or if the
     interest  rate contract  exceeded  three months  quarterly.  In addition to
     interest, the Company paid an annual commitment fee of 0.5% to 0.25% on the
     unused portion of the commitment based on the Company's leverage ratio. The
     bank  credit  facility  was  secured  by a pledge of  capital  stock of the
     Company and its subsidiaries.

IV.  In connection with various  acquisitions,  the Company's  subsidiaries have
     issued notes payable to prior owners and assumed certain debt  obligations.
     The notes payable and other debt obligations bear interest at rates ranging
     from 0.0% to 7.0%.  The notes  bearing  interest at below market rates have
     been  discounted  at rates ranging from 7.0% to 12.0%,  which  reflects the
     prevailing rate at the date of acquisition. The majority of these notes and
     other debt obligations are unsecured obligations of the Company.

V.   In the second  quarter of fiscal  year 2004,  the Company  repurchased  and
     redeemed all of its  outstanding  $300.0 million 8.75% Senior  Subordinated
     Notes due 2009 (or "8.75%  Notes") with the net  proceeds  from the sale of
     the $300.0  million,  6.875% Senior  Subordinated  Notes due 2013 and other
     available  funds.  The Company  paid $9.4  million in premiums  and related
     costs associated with the repurchase and redemption. These premiums, net of
     unamortized  original  issue  premiums,  are  included  in "other  (income)
     expense, net." The following describes the significant terms and conditions
     of the 8.75% Notes prior to the refinancing.

     In October 1997 and February 1998, Garden State, the predecessor  issuer of
     MediaNews  Group,  Inc.,  issued in the aggregate  $300.0 million of Senior
     Subordinated  Notes due 2009.  These notes bore  interest at 8.75%  payable
     semi-annually,  in arrears,  on April 1 and October 1. The 8.75% Notes were
     issued at a small premium.

VI.  In March 1999,  Garden State,  the predecessor  issuer of MediaNews  Group,
     Inc., issued $200.0 million of 8.625% Senior  Subordinated  Notes due 2011,
     or  "8.625%  Notes".  Interest  accruing  on the  8.625%  Notes is  payable
     semi-annually,  in  arrears  on  January  1 and  July 1.  The  indebtedness
     evidenced  by the  8.625%  Notes are  subordinated  and  junior in right of


<PAGE>
                                                                            F-23

     payment to obligations  under the bank credit  facility and term loans.  No
     principal  payments  are  required  until July 1,  2011,  at which time all
     outstanding principal and interest is due and payable. The 8.625% Notes are
     general  unsecured  obligations  of the Company  ranking  equal in right of
     payment with the existing 6.875% Notes described below.

VII. On November 25, 2003,  the Company  completed the sale of $300.0 million of
     6.875% Senior  Subordinated Notes due 2013 (or "6.875% Notes") in a private
     placement.  The Company applied the net proceeds of $291.9 million from the
     sale of the 6.875% Notes and other available funds to repurchase all of its
     outstanding $300.0 million 8.75% Notes described in V. above. Proceeds from
     the sale of the 6.875% Notes were reduced by an original  issue discount of
     $2.6  million  and debt  issuance  costs of $5.5  million.  The Company has
     reduced  the  principal  amount of the  6.875%  Notes by the  amount of the
     original  issue  discount and is amortizing  the discount as a component of
     interest  expense using the effective  interest  method.  The debt issuance
     costs have been capitalized as a deferred  charge,  and are being amortized
     on a  straight-line  basis over the term of the 6.875% Notes as a component
     of amortization expense. The indebtedness  evidenced by the 6.875% Notes is
     subordinated  and junior in right of payment to  obligations  under the new
     bank credit  facility and term loan B. No  principal  payments are required
     until October 1, 2013, at which time all outstanding principal and interest
     is due and payable.  The 6.875% Notes are general unsecured  obligations of
     the Company  ranking  equal in right of payment  with the  existing  8.625%
     Notes and the 6.375% Notes described in Note 14: Subsequent Events.

VIII.At June 30, 2003, York Newspaper  Company has a revolving credit note and a
     term bank loan  totaling  $3.8  million,  which  require  monthly  payments
     through  October 2005. York Newspaper  Company also has a promissory  note,
     with a balance of $1.6 million at June 30,  2003,  which  requires  monthly
     payments through October 2025. The obligations are secured by the assets of
     York Newspaper Company and are non-recourse to MediaNews.  The Company owns
     57.5% of York Newspaper Company.

IX.  In January  1998,  the Company  entered into a  subordinated  note purchase
     agreement  pursuant to which it issued a $47.6 million,  9.0%  Subordinated
     Promissory Note (the "Promissory Note") due January 31, 2010. In June 2003,
     the  Company  paid  $64.8  million to settle in full the  Promissory  Note,
     including all the related accrued interest. The repayment of the Promissory
     Note was made with proceeds from Term Loan B as previously discussed. While
     the Promissory Note was paid off, a related option remains outstanding. The
     option  entitles the holder to purchase the assets used in the  publication
     of one of the Company's newspaper  properties,  which the option holder can
     exercise or put to the Company  based on a  predetermined  formula  anytime
     after  January 31, 2003.  The option  repurchase  price was valued at $14.9
     million  and  $16.0  million,  at June 30,  2003  and  December  31,  2003,
     respectively,   and  is  recorded  as  a  component   of  other   long-term
     liabilities.  If the option were put to the Company, the Company expects to
     fund the payment with available  borrowings from its bank credit  facility.
     As a result,  in accordance with SFAS No. 6,  CLASSIFICATION  OF SHORT-TERM
     OBLIGATIONS EXPECTED TO BE REFINANCED,  the option repurchase price remains
     classified in the Company's  balance  sheet as  long-term.  See  additional
     discussion  of  this  option   agreement  in  Note  11:   COMMITMENTS   AND
     CONTINGENCIES.

X.   At June 30, 2003, the $48.75 million due in fiscal year 2004 on Term Loan A
     was not included in the current  portion of the long-term  debt because the
     Company  planned to fund the payments with  available  borrowings  from its
     bank  credit  facility.  As a  result,  in  accordance  with  SFAS  No.  6,
     CLASSIFICATION OF SHORT-TERM  OBLIGATIONS EXPECTED TO BE REFINANCED,  these
     amounts were  classified in the Company's  balance sheet as long-term debt.
     The Term Loan A was refinanced with the new bank credit facility  discussed
     in I above.


<PAGE>
                                                                            F-24

     Maturities of long-term  debt for the next five fiscal years and thereafter
beginning  with the  fiscal  year  ended  June  30,  2004 are  shown  below  (in
thousands).  At December 31, 2003,  the June 30, 2004 amount is only for the six
months ended.

                                                             AS OF
                                            AS OF         DECEMBER 31,
                                        JUNE 30, 2003        2003
                                        ------------     ------------
               2004.................    $      2,990     $      2,442
               2005.................         118,812            6,353
               2006.................         145,115            7,007
               2007.................         121,179            4,857
               2008.................           1,444            4,660
               Thereafter...........         508,000          879,147
                                        ------------     ------------
                                        $    897,540     $    904,466
                                        ============     ============

     Interest paid during the fiscal years ended June 30, 2001,  2002,  and 2003
and the six months  ended  December  31, 2002 and 2003 was  approximately  $76.8
million,  $75.6  million,  $64.8  million,  $32.8  million  and  $33.6  million,
respectively. An immaterial amount of interest was capitalized during the fiscal
year 2003, and no interest was  capitalized  during fiscal years 2001,  2002, or
through December 31, 2003.

     Letters  of  credit  have  been  issued  in favor of an  insurance  company
providing  workers  compensation  insurance  coverage  to the  Company  and  its
subsidiaries  totaling  approximately  $5.7  million  as of June  30,  2003  and
December 31, 2003.

     The fair market  value of the 8.625%  Notes and the 8.75% Notes at June 30,
2003 was  approximately  $206.0 million and $309.0  million,  respectively.  The
carrying  value of the  Company's  bank debt,  which has interest  rates tied to
prime  or  the  Eurodollar,  approximates  the  fair  value  of  such  financial
instruments.  Management  cannot  practicably  estimate  the  fair  value of the
remaining  long-term  debt because of the lack of quoted market prices for these
types of  securities  and its  inability  to  estimate  the fair  value  without
incurring the excessive  costs of obtaining an  appraisal.  The carrying  amount
represents its original issue price net of remaining  original issue  discounts,
if applicable. At December 31, 2003, the 8.75% Notes were no longer outstanding.
The fair market value of the 8.625% and 6.875% Notes at December 31, 2003,  were
$203.5 million and $318.9 million, respectively.

     At times the Company has entered  into  interest  rate swap  agreements  to
reduce its exposure to the uncertainty of short-term  interest rate fluctuations
associated  with its  outstanding  bank debt. At June 30, and December 31, 2003,
the Company had no interest  rate swap  agreements on its variable rate debt. On
February  28,  2002,  the  Company  entered  into  several  interest  rate  swap
agreements  which  expire in  January  and July 2004,  and had a total  notional
amount of $250.0 million.  The agreements swap fixed-rate  interest payments for
variable  interest rate payments based on current  pricing.  The Company entered
into these  swaps to  mitigate  the effects of a  protracted  and slow  economic
recovery and to take advantage of the current low interest rates available under
a variable rate instrument. Net settlements of the interest rate swap agreements
occur semi-annually  beginning July 1, 2002 and are recorded as an adjustment to
interest   expense.   The  related  amount  payable  to,  or  receivable   from,
counterparties  is included in other current assets or liabilities.  These fixed
to  variable  interest  rate  swaps do not  qualify  for hedge  accounting,  and
therefore, changes in their fair value are recognized in other (income) expense,
net in the period of change. As a result of marking these derivative instruments
to market, a gain of approximately  $3.0 million and $1.2 million was recognized
in other  (income)  expense,  net for the years  ended  June 30,  2002 and 2003,
respectively  and a $1.9 million gain and a $1.8 million loss for the six months
ended  December 31, 2002 and 2003,  respectively.  The net cash  settlements  of
these  interest  rate swap  agreements  had the  effect of  decreasing  interest
expense by $2.6  million  for the year ended June 30,  2003,  as compared to the
prior year when the Company's  interest rate swap  agreements  had the effect of
increasing  interest  expense  by $2.4  million.  In August  2002,  the  Company
terminated  two of these  interest  rate  swap  agreements,  reducing  the total
notional amount to $150.0 million.  As a result of monetizing these two interest
rate swaps in fiscal year 2003, the Company realized a gain of $0.9 million.

NOTE 7:  LEASES

     The California  Newspapers  Partnership leases assets under capital leases.
Assets under capital leases and related accumulated amortization are included in
property, plant and equipment in the accompanying consolidated balance sheets at
June 30, as follows:

<PAGE>
                                                                            F-25

                                                     2002           2003
                                                 ----------     ----------
                                                    (DOLLARS IN THOUSANDS)
     Building and equipment..................    $    6,934     $    6,950
     Accumulated amortization................        (3,005)        (3,237)
                                                 ----------     ----------
     Assets under capital leases, net........    $    3,929     $    3,713
                                                 ==========     ==========

     The  Company  and  its  subsidiaries  also  lease  certain  facilities  and
equipment  under operating  leases,  some of which contain renewal or escalation
clauses.  Rent expense was  approximately  $6.2  million,  $4.5 million and $5.2
million for the fiscal years ended June 30, 2001, 2002, and 2003,  respectively.
Contingent  rentals are not significant.  Future minimum payments on capital and
operating leases are as follows at June 30, 2003:

                                                        CAPITAL      OPERATING
                                                        LEASES         LEASES
                                                       ---------      --------
                                                         (DOLLARS IN THOUSANDS)
     2004..........................................    $     937      $  4,968
     2005..........................................          937         4,471
     2006..........................................          933         3,649
     2007..........................................          931         3,072
     2008..........................................          931         2,760
     Thereafter....................................       10,240         2,532
                                                       ---------      --------
     Total minimum lease payments..................       14,909      $ 21,452
                                                                      ========
     Less amount representing interest.............       (7,895)
                                                       ---------
     Present value of net future lease payments....    $   7,014
                                                       =========

     The  nature  of  the  Company's   capital  and  operating  leases  has  not
significantly changed since June 30, 2003.

NOTE 8:  EMPLOYEE BENEFIT PLANS

PENSION PLANS

     In conjunction with the fiscal year 1998 acquisitions of THE SUN in Lowell,
Massachusetts and the DAILY NEWS in Los Angeles, California, the Company assumed
overfunded   non-contributory  defined  benefit  pension  plans,  which  covered
substantially  all the employees at the acquired  newspapers.  Shortly after the
acquisition  of DAILY NEWS,  the Company  elected to freeze the plan  assumed in
conjunction with that acquisition.  Accordingly,  all current service cost under
that plan has been  terminated.  Participants in the plan assumed in conjunction
with the  acquisition  of THE SUN continue to accrue  benefits  associated  with
current services,  based on years of service and estimated compensation prior to
retirement.  In December 1997, the Company  combined THE SUN'S pension plan with
the frozen pension plan of its subsidiary, New England Newspapers, Inc.

     THE DENVER POST  sponsors  two  non-contributory  defined  benefit  pension
plans, which cover  substantially all its current  employees.  The plan covering
salaried and management employees provides benefits based on employees' years of
service and compensation during the years immediately preceding retirement.  The
plan covering certain union employees  provides benefits of stated amounts based
on length of service. THE DENVER POST also sponsors  post-retirement health care
and life insurance  plans that provide certain union employees and their spouses
with varying amounts of subsidized medical coverage upon retirement and, in some
instances,  continued  life  insurance  benefits  until age 65, if the  employee
retires prior to age 65.

     Due to the formation of DNA on January 23, 2001, obligations related to the
employees  of THE DENVER POST who became  employees of DNA were  transferred  to
DNA's  pension  plans  along  with an amount of net  pension  asset  actuarially
determined  to  fund  the  obligation.  THE  DENVER  POST  editorial  employees,
terminated vested employees and retired employees will continue to be covered by
the two non-contributory  plans sponsored by THE DENVER POST as discussed above.
The transfer of obligations and related assets occurred during fiscal years 2002
and 2001.

     The Company's  funding  policy for all plans is to make the minimum  annual
contributions required by the Employee Retirement Income Security Act of 1974.

<PAGE>

                                                                            F-26

OTHER RETIREMENT PLANS

     The  Company  and  several  of  its  newspaper  properties  participate  in
retirement/savings plans, and in addition,  contribute to several multi-employer
plans on behalf of certain  union-represented  employee groups.  The majority of
the  Company's  full-time  employees  are covered by one of these  plans.  Total
expense for these plans in the fiscal years ended June 30, 2001, 2002, and 2003,
was approximately $3.6 million, $2.4 million, and $3.6 million, respectively.

     In  March  2003,  the  Company  assumed   obligations   associated  with  a
post-retirement  health care plan that provides  certain former  Kearns-Tribune,
LLC employees with subsidized  medical  coverage upon retirement in return for a
$1.6 million payment from the former owner of Kearns-Tribune, LLC.

DEFERRED COMPENSATION PLAN

     During fiscal year 2003, the Company  adopted the  non-qualified  MediaNews
Group Supplemental  Executive Retirement Plan, or the "2003 Plan." This plan has
been offered to certain of the Company's eligible corporate executives. The 2003
Plan allows  participants  to defer a portion of their  compensation,  including
bonuses if any on a pre-tax basis. There is no Company match on these deferrals;
however, the deferrals earn a return based on notional investment elections made
by the individual participants.  In addition, the Company may at its discretion,
elect to make contributions to the participants'  accounts based on a comparison
of the Company's actual profits to budgeted profits during each fiscal year. Any
such  contribution  is subject to  vesting,  over a period of ten years from the
date of  participation  in the plan. No vesting occurs until the participant has
completed three full years in the plan,  after which time the participant is 30%
vested;  the  remaining  vesting  occurs over a period of seven years at 10% per
year.

     In addition to the 2003 Plan, the Company  sponsors  another  non-qualified
plan,  the  "Publisher  Plan."  Under  the  Publisher  Plan,   certain  eligible
executives of the Company (principally  newspaper publishers) may elect to defer
a portion of their compensation,  including any bonuses, on a pre-tax basis. The
Company  matches  up to 100% of the  deferred  bonuses  if  certain  performance
criteria are achieved. The Company match is subject to vesting, over a period of
ten years from the date of  participation  in the plan,  and is subject to early
withdrawal penalties. No vesting occurs until the participant has completed five
full years in the plan,  after which time the  participant  is 50%  vested;  the
remaining  vesting  occurs  over a period  of five  years at 10% per  year.  The
deferrals  earn a return  based on  notional  investment  elections  made by the
individual participants.

     These  deferred  compensation  obligations  are  recorded in the  Company's
consolidated  balance sheets as a component of the financial statement line item
"Other  Liabilities" at the vested value of the deferred  compensation  plus the
applicable  return on investment,  and amounted to $2.7 million and $1.2 million
as of June 30,  2002 and  2003,  respectively.  The  Company  in some  cases has
invested  a portion  of  employee  contributions  in cash  surrender  value life
insurance  policies.  The Company's  investments  in cash  surrender  value life
insurance policies are recorded in the Company's  consolidated balance sheets as
a component of the financial  statement line item "Other Assets" and amounted to
$1.5  million and $0.4 million as of June 30, 2002 and 2003,  respectively.  The
obligations  and related  assets  decreased in 2003 from 2002  primarily  due to
certain former publishers cashing out of the Publisher Plan.

     The following tables provide a reconciliation of benefit obligations,  plan
assets and funded  status of the  Company's  pension and other  defined  benefit
plans,  as of June 30, 2002 and 2003.  The tables also provide the components of
net  periodic  pension cost  associated  with those plans for fiscal years ended
2002 and 2003.

<PAGE>

                                                                            F-27

<TABLE>
<CAPTION>
                                                                        PENSION PLANS                   OTHER BENEFITS
                                                               ------------------------------   ----------------------------
                                                                    2002            2003             2002            2003
                                                               ------------    ----------       ------------    ------------
                                                                                    (DOLLARS IN THOUSANDS)
   CHANGE IN BENEFIT OBLIGATION
     <S>                                                       <C>             <C>              <C>             <C>
     Benefit Obligation at Beginning of Year...............    $     82,111    $   83,429       $      3,524    $      2,951
     Service Cost..........................................             916           947                 --              --
     Interest Cost.........................................           5,958         5,912                166             211
     Amendments............................................           1,271            --                 --              --
     Actuarial Loss (Gain).................................            (853)        9,169                703           1,333
     Transfer to Denver Newspaper Agency...................              --            --             (1,167)             --
     Assumption of Kearns-Tribune Post-Retirement Health Plan            --            --                 --           1,526
     Benefits Paid.........................................          (5,974)       (5,625)              (275)           (460)
                                                               ------------    ----------       ------------    ------------
     Benefit Obligation at End of Year.....................    $     83,429    $   93,832       $      2,951    $      5,561
                                                               ============    ==========       ============    ============
   CHANGE IN PLAN ASSETS
     Fair Value of Plan Assets at Beginning of Year........    $    110,778    $   81,755       $         --    $         --
     Actual Return on Plan Assets..........................          (6,358)        1,754                 --              --
     Company Contributions.................................              --            60                275             460
     Transfer to Denver Newspaper Agency...................         (16,691)           --                 --              --
     Benefits Paid.........................................          (5,974)       (5,625)              (275)           (460)
                                                               ------------    ----------       ------------    ------------
     Fair Value of Plan Assets at End of Year..............    $     81,755    $   77,944       $         --    $         --
                                                               ============    ==========       ============    ============
</TABLE>


<TABLE>
<CAPTION>
                                                                        PENSION PLANS                   OTHER BENEFITS
                                                               ------------------------------   ----------------------------
                                                                    2002            2003             2002            2003
                                                               ------------    ----------       ------------    ------------
                                                                                    (DOLLARS IN THOUSANDS)
   <S>                                                         <C>             <C>              <C>             <C>
   RECONCILIATION OF FUNDED STATUS
     Funded Status.........................................    $     (1,674)   $  (15,888)      $     (2,951)   $     (5,561)
     Unrecognized Net Actuarial Loss.......................          22,802        37,442                 94           1,426
     Unrecognized Prior Service Cost.......................           5,232         4,774                 (5)             (2)
                                                               ------------    ----------       ------------    ------------
     Net Prepaid (Accrued) Cost............................    $     26,360    $   26,328       $     (2,862)   $     (4,137)
                                                               ============    ==========       ============    ============
   ASSUMPTIONS AS OF JUNE 30
     Discount Rate.........................................             7.5%         6.25%              7.5%            6.25%
     Expected Return on Plan Assets........................        9.0%-9.5%          9.0%                --              --
     Rate of Compensation Increase.........................             3.0%          3.0%                --              --
   COMPONENTS OF NET PERIODIC COST
     Service Cost..........................................    $        916    $      947       $         --    $         --
     Interest Cost.........................................           5,958         5,912                166             211
     Expected Return on Plan Assets........................         (10,881)       (7,734)                --              --
     Amortization of Deferral..............................             424           458                (34)             (2)
     Recognized Net Actuarial Gain.........................              --           508                 --              --
     Settlement and Other Loss.............................           3,850            --                 --              --
                                                               ------------    ----------       ------------    ------------
     Net Periodic Cost.....................................    $        267    $       91       $        132    $        209
                                                               ============    ==========       ============    ============
   AMOUNTS OF RECOGNIZED IN THE CONSOLIDATED BALANCE SHEETS
     CONSIST OF:
       Prepaid Benefit Cost................................    $     27,625    $   24,890       $         --    $         --
       Accrued Benefit Cost................................         (14,761)      (21,270)            (2,862)         (4,137)
       Intangible Asset....................................             481           442                 --              --
       Accumulated Other Comprehensive Loss................          13,015        22,266<F1>             --              --
                                                               ------------    -------------    ------------    ------------
       Net Prepaid (Accrued) Cost..........................    $     26,360    $   26,328       $     (2,862)   $     (4,137)
                                                               ============    ==========       =============   ============
   SEPARATE DISCLOSURE FOR PENSION PLANS WITH ACCUMULATED
     BENEFIT OBLIGATION AND PROJECTED BENEFIT OBLIGATION IN
     EXCESS OF PLAN ASSETS
       Projected Benefit Obligation........................    $     47,866    $   55,002                N/A             N/A
       Accumulated Benefit Obligation......................    $     47,633    $   54,652                N/A             N/A
       Fair Value of Plan Assets...........................    $     40,583    $   38,302                N/A             N/A

----------
<FN>
<F1> The Company's  share of minimum  pension  liability at one of the Company's
     unconsolidated  JOAs  is  included  as a  component  of  accumulated  other
     comprehensive loss in the Company's  consolidated  balance sheet;  however,
     because the Company does not  consolidate  the related  pension  plan,  the
     obligation has been excluded from the table.
</FN>
</TABLE>

<PAGE>
                                                                            F-28

     The   assumptions   used  in   determining   the   Company's   pension  and
postretirement  benefit  obligation  can differ  from the actual  results.  As a
result of these  differences,  as well as other external economic  factors,  the
assumptions used are periodically  revised and updated.  The differences between
actual and assumed experience, and the related changes in assumptions, give rise
to actuarial gains and losses in the preceding table,  which are recognized over
the expected service period of active participants.  The majority of the current
year differences are related to the expected versus actual return on plan assets
and a decrease in the assumed  discount  rate,  which creates a minimum  pension
liability that is reflected in other comprehensive income.

     Assumed  health care cost trend rates can have a significant  effect on the
amounts  reported for the health care plans.  A  one-percentage-point  change in
assumed health care cost trend rates would have the following effect:

                                                1-PERCENTAGE
                                                    POINT         1-PERCENTAGE
                                                  INCREASE       POINT DECREASE
                                                ------------     --------------
     Effect on total of service and
      interest cost components...............     $18,000           $17,000
     Effect on postretirement benefit
      obligation.............................     $468,079         $407,830

     The July 1, 2003 assumed  trend rate for the increases in health care costs
for its two  post-retirement  plans was 11% trending  down over five years to an
ultimate  rate of 5%.  The  Company's  policy  is to fund the cost of  providing
postretirement health care and life insurance benefits when they are entitled to
be received.

NOTE 9:  INCOME TAXES

     The income tax  provision  (benefit) for each of the three years ended June
30, 2001, 2002 and 2003, consists of the following:

                                                      YEARS ENDED JUNE 30,
                                            ------------------------------------
                                                2001         2002          2003
                                            ---------     ----------   ---------
                                                    (DOLLARS IN THOUSANDS)
      Current:
        State..........................     $   1,370     $   1,295    $     553
        Federal........................           207        (4,955)       1,112
      Deferred:
        State..........................         1,682        (5,726)       7,854
        Federal........................        10,785         6,904       17,508
                                            ---------     ----------   ---------
      Net provision (benefit)..........     $  14,044     $  (2,482)   $  27,027
                                            =========     ==========   =========

     A  reconciliation  between  the actual  income tax  expense  (benefit)  for
financial statement purposes and income taxes computed by applying the statutory
Federal income tax rate to financial  statement income before income taxes is as
follows:

<TABLE>
<CAPTION>
                                                                   YEARS ENDED JUNE 30,
                                                               ----------------------------
                                                                 2001      2002      2003
                                                               --------  --------  --------
    <S>                                                           <C>      <C>          <C>
    Statutory federal income tax rate......................       35%        35%        35%
      Effect of:
        State income tax net of federal benefit............         5        (11)         8
        Utilization of net operating losses................        --        (55)        --
        Book/tax basis difference associated with
        acquisitions and non-deductible acquisition costs..         6          7          1
        1031 exchange......................................       (7)         --         --
        Minority interests.................................         3         (4)         1
        Change in valuation allowance......................        --         --        (7)
        Dividends received deduction.......................       (5)         --        (1)
        Other, net.........................................       (1)          3          2
                                                              -------    -------    -------
    Financial statement effective tax rate.................        36%      (25)%        39%
                                                              =======    =======    =======
</TABLE>
<PAGE>
                                                                            F-29

     Components  of the  long-term  deferred tax assets and  liabilities  are as
follows:

<TABLE>
<CAPTION>
                                                                                   JUNE 30,
                                                                         ------------------------
                                                                             2002          2003
                                                                         -----------   -----------
                                                                           (DOLLARS IN THOUSANDS)
              <S>                                                        <C>           <C>
              Deferred tax assets:
                Net operating losses and other credits...............    $   45,623    $   34,676
                Deferred employee compensation.......................         3,636         4,659
                Notes payable........................................         6,393         7,227
                Hedging activities...................................         3,319         2,340
                Option accrual.......................................         2,322         4,789
                Other................................................         5,628         5,487
                                                                         ----------    ----------
                                                                             66,921        59,178
                Valuation allowance..................................       (13,325)       (8,684)
                                                                         ----------    ----------
                Deferred tax assets..................................        53,596        50,494
              Deferred tax liabilities:
                Fixed assets.........................................        14,197        16,954
                Intangibles..........................................        22,560        27,939
                Partnership interests and equity investments.........        68,037        81,797
                Pension assets.......................................         5,092         1,649
                                                                         ----------    ----------
                Deferred tax liabilities.............................       109,886       128,339
                                                                         ----------    ----------
              Net deferred tax liabilities...........................    $   56,290    $   77,845
                                                                         ==========    ==========
</TABLE>

     At June 30,  2003,  the  Company  has  approximately  $69.3  million of net
operating loss carryforwards (NOLs) for federal tax reporting purposes available
to offset its future taxable income,  which expire in 2019 through 2022 and $0.6
million of alternative  minimum tax credit  carryforwards.  The Company also has
approximately  $123.4  million of state NOLs and  approximately  $4.1 million of
state tax credits  available to offset  future state taxable  income.  The state
NOLs expire in 2004  through  2019;  the state tax credits  expire  beginning in
2007.

     The Company projects it will generate taxable income  sufficient to utilize
substantially  all of the net  operating  loss  carryovers  before they  expire;
however, because of several uncertainties  surrounding its projections,  and the
resulting  uncertainty  as to whether all of the net operating  loss  carryovers
will be used  before  they  expire,  the  Company  has  established  a valuation
allowance at each period end based upon its estimate of net  operating  loss and
state tax credit carryovers that are more likely than not to expire unused.

     The Company made net state and federal income tax payments of approximately
$11.6 million,  $0.7 million, $0.6 million, $0.1 million and $0.2 million during
fiscal years 2001,  2002,  and 2003,  and the six months ended December 31, 2002
and 2003, respectively.

NOTE 10:  HEDGING ACTIVITIES

     Under SFAS No.  133,  the  Company's  newsprint  and its  variable to fixed
interest rate swap agreements were designated at contract inception as cash flow
hedges and recorded at fair value with  changes in the value of such  contracts,
net of  income  taxes,  reported  in  comprehensive  income.  The  periodic  net
settlements made under the newsprint swap agreements are reflected in operations
in the period the  newsprint is  consumed.  The net  settlements  made under the
variable to fixed  interest rate swap  agreements are reflected in operations as
an adjustment to interest expense over the term of the related swap.

     During the second quarter of fiscal year 2002, the  creditworthiness of the
counterparty  to one of the Company's  newsprint  swap  agreements,  Enron North
America Corp.  ("Enron") was downgraded  below investment  grade;  subsequently,
Enron filed for bankruptcy  and failed to make required  payments to the Company
under the swap agreement, creating an event of default under the swap agreement.
These  events  caused the Company to notify  Enron on  February 5, 2002,  of its
termination of the swap agreement under the early termination  provisions of the
swap agreement and that the Company believes it has no financial  obligations to
Enron, based on its calculations  pursuant to the terms of the agreement.  Enron
has  acknowledged  the  termination  of the swap  agreement and has notified the
Company that it disagrees with the Company's  calculation of the amount owing in
connection with the termination.  In May 2003, Enron filed a lawsuit against the
Company in U.S.  Bankruptcy  Court in the Southern  District of New York seeking
damages of $16.2 million and  declaratory  relief related to the  termination of

<PAGE>
                                                                            F-30

the swap.  The  Company  has  reached a  settlement  with Enron  related to this
matter. (See Note 11: Commitments and Contingencies for further discussion). The
Company  accounted for the early termination of the swap in accordance with SFAS
No.  133,  which  required  the  Company to record a  liability  and a charge to
comprehensive  income to reflect the fair value of the derivative  instrument as
of the date prior to that which the hedge was deemed ineffective. Since a liquid
market for a swap similar to the terminated swap did not exist, the valuation of
the  swap was  based on a  discounted  cash  flow  model  and  projected  future
newsprint prices. The valuation required significant judgment and was subject to
assumptions,  most notably  estimates of future  newsprint  prices.  The Company
terminated  the  newsprint  hedge during the third  quarter of fiscal year 2002;
however,  the Company considers the date at which the hedging  instrument became
ineffective to be the date Enron filed bankruptcy. The Company discontinued cash
flow hedge accounting on the date the hedge  instrument was deemed  ineffective.
As  a  result  of  discontinuing  hedge  accounting,  the  Company  recorded  an
unrealized loss of $5.7 million (as required by SFAS No. 133) at the date before
the hedge became ineffective,  which was recorded in other liabilities and other
comprehensive  income.  The  unrealized  loss is not  related  to any  financial
obligation to Enron. The amount in accumulated other  comprehensive loss related
to this  ineffective  hedge is being  amortized  on a  straight-line  basis  and
charged  to other  (income)  expense,  net over  the  original  term of the swap
agreement.  Approximately  $0.4 million and $0.8 million was  reclassified  from
accumulated  other  comprehensive  loss to earnings for the years ended June 30,
2002 and 2003 related to this terminated swap. The Company expects to reclassify
$0.8  million  from  accumulated  other  comprehensive  loss to  other  (income)
expense,  net during  fiscal year 2004,  related to this  ineffective  newsprint
swap.

     On July 14, 2003,  Mirant,  the  counterparty  to the Company's  only other
newsprint  hedge,  declared  bankruptcy.  As a  result,  the  Company  no longer
considers the hedge effective due to an invalid  counterparty and terminated the
swap effective  September 5, 2003.  The Company  considers the date at which the
hedging instrument became ineffective to be the date Mirant filed bankruptcy and
discontinued  hedge  accounting at that time. The unrealized loss as of the last
date the hedge was determined to be effective was recorded in accumulated  other
comprehensive  loss  and is being  amortized  ratably  based  on the  difference
between the  floating  price (based on the Resource  Information  Systems,  Inc.
"RISI" price index) and the fixed price of $615.50 per metric ton using  nominal
metric  tons of 6,250  per  quarter,  charged  to other  (income)  expense,  net
beginning in fiscal year 2004 and continuing  over the original term of the swap
agreement.  MediaNews  has  not  recorded  any  liability  associated  with  the
termination  of the swap,  except as  required by SFAS,  No.  133.  See Note 11:
Commitments and Contingencies for further  discussion  regarding a lawsuit filed
by Mirant.

     See Note 6: Long-Term Debt for further  discussion  regarding the Company's
interest rate swaps.

NOTE 11:  COMMITMENTS AND CONTINGENCIES

COMMITMENTS

     Newsprint  fixed price  contracts are used by the Company from time to time
to  reduce  its  exposure  to  the   uncertainty  of  future   newsprint   price
fluctuations.  The  Company  participates  in one fixed  price  contract,  which
expires in June 2004.  The  Company  currently  has 10,800  metric  tons,  at an
average price of $602 per metric ton,  covered by the fixed price contract.  The
newsprint  under the fixed  price  agreement  is all used in the  Company's  JOA
operations.  The Company currently has a contract to purchase 48,000 metric tons
a year,  at a  variable  price  based  on the  RISI  price  index  for 30  pound
newsprint. This contract expires in December 2009.

     The Denver Post Shareholder  Agreement provides Media General and MediaNews
with a put and a call option,  respectively,  on Media General's 20% interest in
The Denver Post Corporation.  The put is currently  exercisable and expires June
30, 2004.  The call option can be exercised by MediaNews  beginning July 1, 2004
and expires  June 30, 2005.  The price of the put and call,  if or when they are
exercised,  is based on the  appraised  fair  market  value of The  Denver  Post
Corporation,  less Permitted  Debt of The Denver Post  Corporation as defined in
The Denver Post  Shareholder  Agreement.  MediaNews has one year to close on the
purchase from the date of any put notice.

     In September 1996, the Company signed a call/put  agreement under which YNI
can  purchase  YDR's  interest in YNC or YDR can put its interest in YNC to YNI.
The base call and put price is $32.0  million and $25.0  million,  respectively,
and is adjusted  annually  based on changes in the consumer  price index (not to
exceed 2.5%). The call option may be exercised on January 1, 2004 and expires on
January 1, 2005.  The put may be exercised at any time after the  expiration  of
the call through June 30, 2008.  The Company is currently  evaluating its option
to call YDR's interest in YNC.

<PAGE>
                                                                            F-31

     In fiscal year 1998,  in exchange of $2.4 million,  the Company  granted an
option to a third  party to  purchase  substantially  all the assets used in the
publication of one of the Company's newspaper properties,  which the third party
can exercise or put to the Company based on a predetermined formula. At June 30,
2003 and  December  31, 2003,  the option  repurchase  price was valued at $14.9
million and $16.0 million,  respectively and is recorded as a component of other
long-term  liabilities.  Changes in the estimated  option  repurchase  price are
recorded as a component of other (income)  expense,  net. If the purchase option
is put to the  Company  (the put  became  exercisable  on January  31,  2003 and
expires in 2010), the option repurchase price is due and payable in full.

     As part of the employment agreement, one of the Company's employees has the
right,  upon termination of his employment under certain  circumstances,  to put
all  shares of any class of equity  securities  he owns to the  Company,  if the
shares  have not been  registered  on a  national  or  international  securities
exchange.  The  Company  also has the  right to call all  shares of any class of
equity  securities  this  employee  owns  in the  Company,  if the  employee  is
terminated  under  certain  circumstances.  The price of the put and the call is
based on the fair market value of the common stock of  MediaNews,  excluding any
adjustment for minority  interest at the time the put or call is exercised.  The
price payable under the put is equal to a percentage of fair market value, which
increases  up to 100% on December  31, 2009 (at June 30,  2003,  the employee is
entitled to 65% of the fair market  value).  Neither the put nor the call can be
exercised  if it causes a default  under any credit  agreement  existing at that
time. Nor can any stock be put until the Company's  leverage  ratio, as defined,
is below 3:1. As of June 30, 2003,  the employee owns 58,199 shares of MediaNews
Class A Common Stock.

CONTINGENCIES

     Prior  to  and  since  the  acquisition  of  Kearns-Tribune,  LLC  ("Kearns
Tribune")  and THE SALT LAKE  TRIBUNE  in January  2001,  the  Company  has been
involved in various  legal  actions  with Salt Lake Tribune  Publishing  Company
("SLTPC"),  the holder of an option  (the  "Option  Agreement")  to acquire  the
Tribune  Assets  (defined as all of the assets  used,  held for use or usable in
connection with the operation and  publication of THE SALT LAKE TRIBUNE).  As of
the date of this report, the Company continues to be involved in litigation with
SLTPC,  primarily  concerning  the option to purchase  the Tribune  Assets,  the
option  exercise  price,  and any damages  related to the option  exercise.  The
following is a summary of the ongoing Kearns  Tribune  litigation as of December
31, 2003:

     On May 31, 2002, the United States  District Court for the District of Utah
("District Court"),  issued an Order for Summary Judgment ruling that SLTPC held
a valid and  enforceable  option to purchase the Tribune  Assets owned by Kearns
Tribune.  However,  the District Court also ruled that one of the key components
of the  Tribune  Assets,  stock in the Salt  Lake City JOA,  was  subject  to an
anti-alienation  provision  contained  in a Joint  Operating  Agreement  ("JOA")
between  Kearns   Tribune  and  Deseret  News   Publishing   Company   ("Deseret
Publishing").  The anti-alienation  provision precludes the sale,  assignment or
transfer  of the Salt Lake City JOA  stock by either  party to the JOA  absent a
waiver or modification of the provision. Subsequent to the court ruling, Deseret
Publishing  notified SLTPC that it would not waive or modify the anti-alienation
provision  or consent to the sale or transfer of the Salt Lake City JOA stock to
SLTPC.  The District Court  certified for immediate  appeal to the United States
Court  of  Appeals  for  the  Tenth   Circuit   the   question  of  whether  the
anti-alienation   provision  contained  in  the  Joint  Operating  Agreement  is
enforceable,  as the District Court held in its Summary  Judgment  Order,  or is
instead void as against  public  policy.  The United States Court of Appeals for
the Tenth Circuit  affirmed the District Court ruling that the stock of the Salt
Lake  City  JOA  could  not  be  transferred  without  the  consent  of  Deseret
Publishing.  However,  the Tenth  Circuit  remanded  to the  District  Court for
further  proceedings  on the issue of whether the Tribune  Assets other than the
stock of the Salt  Lake  City JOA  could be sold and  transferred  to SLTPC  and
remedies  could be fashioned  that  addressed an exclusion of the Salt Lake City
JOA stock from the transfer of the Tribune Assets. Potential remedies identified
by the Tenth Circuit included: 1) an order of specific performance  transferring
all the Tribune  Assets that can be  transferred  without  triggering  the share
transfer restriction;  2) damages to compensate SLTPC for the Salt Lake City JOA
stock not being  transferred;  or 3) equitable relief if a damage award would be
insufficient  to remedy the failure to transfer the Salt Lake City JOA stock. In
its opinion,  the Tenth Circuit also stated that the District  Court could avoid
equitable  relief  altogether  and simply award  damages to SLTPC if it is found
that Kearns Tribune is liable for failing to perform under the Option Agreement.

     Subsequent to the Tenth Circuit's ruling,  SLTPC filed a motion for partial
summary judgment  seeking a ruling that, at the Closing  specified in the Option
Agreement,  the Company is obligated under the Option  Agreement to transfer all
Tribune  Assets except for the Salt Lake City JOA stock.  On June 25, 2003,  the
District Court granted this motion.  Based upon this ruling,  the District Court
also reinstated claims by SLTPC against the Company and Deseret  Publishing that
a 2001  amendment of the JOA  interfered  with  SLTPC's  rights under the Option
Agreement. Regarding SLTPC's exercise of the option, still reserved for trial is

<PAGE>
                                                                            F-32

the question of whether,  in an event those Tribune  Assets  (excluding the Salt
Lake City JOA stock) are not transferred, SLTPC is entitled to an order that the
Company  specifically  perform  under the Option  Agreement  and transfer  those
Tribune Assets,  or limited to a damages remedy.  Also remaining for decision at
trial is the issue of what additional remedies SLTPC might be entitled to if all
Tribune  Assets  except  for the Salt Lake City JOA stock are  transferred.  The
District  Court has  indicated  its  intent  that the  Closing  under the Option
Agreement be held prior to a previously  scheduled  November 3, 2003 trial date.
On October 2, 2003,  the  District  Court  vacated a stay  issued on the closing
period in July  2003 and set a closing  date of  October  10,  2003 for SLTPC to
exercise its option.

     Another  issue in dispute is the exercise  price  should SLTPC  acquire the
Tribune Assets.  The terms of the Option Agreement  specify an appraisal process
for  determination  of the fair  market  value of the  Tribune  Assets.  In this
appraisal  process,  each party  engaged an appraisal  firm to value the Tribune
Assets at their fair market value.  The Company's  appraisal  valued the Tribune
Assets at $380.0 million, whereas SLTPC's appraisal valued the Tribune Assets at
$218.0 million.  Because the Company's and SLTPC's appraisals were more than 10%
apart,  the  appraisers  appointed  by the  Company  and SLTPC were  required to
jointly select a third appraiser.  Under the terms of the Option Agreement,  the
final  option  purchase  price is based on the  average  of the third  appraisal
valuation  with the closer of the first two  appraisals.  On June 11, 2003,  the
third  appraiser  issued its final report  valuing the Tribune  Assets at $331.0
million.  Since  the third  appraiser's  valuation  is  closer to the  Company's
appraisal,  under the  Option  Agreement  those  two  appraisals  were  averaged
together for an exercise price of $355.5 million for the Tribune  Assets.  After
the third  appraiser's  final  report was  issued,  SLTPC filed a lawsuit in the
District Court  challenging  the valuation  performed by the third appraiser and
seeking to set aside the third  appraisal  and the  $355.5  exercise  price.  On
August 28, 2003, the District Court dismissed this lawsuit,  on the grounds that
the appraisal process  constituted an arbitration under the Federal  Arbitration
Act ("FAA") and that any challenge  must  therefore be made under the procedures
set forth in the FAA. The available grounds for challenging an arbitration under
the FAA include fraud,  corruption,  or bias on the part of the arbitrator,  the
arbitrator  exceeding  his powers,  or a result  that was  reached in  "manifest
disregard" of controlling  law. SLTPC has filed a motion seeking under these FAA
procedures to set aside the appraisal  process and the $355.5  million  exercise
price;  a hearing on the motion was scheduled for September 29, 2003. On October
2, 2003,  the District  Court denied  SLTPC's  motion to set aside the appraisal
process and the resulting option exercise price. On October 9, 2003, counsel for
SLTPC sent a letter to counsel for  MediaNews  notifying  the Company that SLTPC
would not pay the $355.5 million option  exercise price,  and raised  additional
objections  to the  proposed  closing  documentation.  Accordingly,  no  closing
occurred on October 10, 2003.  MediaNews  subsequently  filed a summary judgment
motion  (which  has not been  fully  briefed  and has not been  decided)  on the
grounds that the option expired, without being exercised.

     With  respect  to the  previously  scheduled  November  3, 2003  trial,  in
addition to the issues  regarding the exercise of the option as discussed above,
SLTPC's  pending claims against the Company and Kearns Tribune  included  claims
for  damages  for breach of contract  and breach of  contractual  duties (in the
event some or all of the Tribune  Assets are not  transferred  to SLTPC) and for
interference  with  contract  (arising out of the amendment of the JOA in 2001).
The Company and Kearns Tribune had pending  counterclaims  against SLTPC,  which
included  claims for damages for  breaches of  contract  and  interference  with
contract.  Additionally,  the  Company and Kearns  Tribune  had pending  counter
claims  for  declaratory   judgment,   but  no  damage  claims  against  Deseret
Publishing.  Deseret Publishing had claims against SLTPC for damages, and claims
that did not seek  damages  against  the  Company  and Kearns  Tribune as to the
meaning  and  enforceability  of the  Option,  Management  and  Joint  Operating
Agreements.  As noted above, it is anticipated that if there are any claims, for
damages or otherwise,  arising out of a Closing prior to trial, those were to be
included in the November 3 trial.  In a  stipulation  filed on October 17, 2003,
which remains subject to the approval of the District Court, MediaNews,  Deseret
Publishing  and SLTPC  agreed to a stay and  administrative  closure of the main
action pending resolution of SLTPC's appeals (discussed below) of various issues
related to the appraisal  process and the option  exercise  price.  Prior to the
filing of this stipulation,  on October 14, 2003, the District Court had vacated
the November 3, 2003 trial date in the main litigation in light of SLTPC's plans
to appeal the  appraisal and price related  issues.  All parties'  claims may be
reinstated  subsequent to SLTPC's appeal if the parties choose. At this point, a
stay of the main litigation would not include the Company's declaratory judgment
action  pending  before  the  District  Court,  which  seeks a  ruling  that the
individuals  who control SLTPC do not have any rights as  individuals  (separate
from their corporate entity, SLTPC) to purchase or otherwise acquire the Tribune
Assets. In that case, the parties await the decision of the District Court as to
motions to dismiss filed by the  defendants.  The  defendants  have also filed a
motion for partial summary  judgment seeking to preclude the Company from making
certain arguments in support of its declaratory  judgment action. The Company is
opposing the motion for partial summary  judgment,  which has not yet been fully
briefed. In this same pending declaratory  judgment action, the defendants filed
a motion asking the District Judge to make disclosures  relating to his possible
recusal. This motion followed similar motions in the underlying  litigation,  in
which the  District  Judge  made  certain  disclosures  and  declined  to recuse

<PAGE>
                                                                            F-33

himself.  On November 5, 2003,  the  defendants  filed a petition  for a writ of
mandamus in the Tenth Circuit Court of Appeals,  directing the District Judge to
make additional  disclosures.  The court ordered MediaNews and Kearns Tribune (a
wholly-owned   subsidiary  of  MediaNews  that  holds  certain  assets  used  in
connection  with the operation and publication of THE SALT LAKE TRIBUNE) to file
a response, which has been filed. The petition awaits decision.

     SLTPC has filed two appeals with the United States Court of Appeals for the
Tenth Circuit,  which have been  consolidated,  seeking to overturn the District
Court's  decisions that the appraisal  process  constituted an arbitration under
the FAA, that any challenge of the $355.5 million option  exercise price must be
made under the  procedures  set forth in the FAA,  and that SLTPC had not stated
sufficient  grounds under the FAA to overturn the $355.5 million option exercise
price. The appeals are fully briefed;  no date for oral argument has been set by
the Tenth Circuit.

     In January  2002,  certain  controlling  members of SLTPC  filed a separate
lawsuit in Colorado State Court in Denver in their  individual  capacities.  The
lawsuit names all the same  defendants,  arises from same underlying  facts, and
seeks overlapping  equitable relief and compensatory and punitive damages as the
original  federal case filed in Utah in the District Court.  The Company and the
other defendants filed motions seeking to have this lawsuit dismissed or, in the
alternative,  stayed pending  resolution of the federal action.  On February 21,
2002,  the Colorado  court granted the  defendants'  motion to stay the Colorado
action until the Utah federal court action has been  resolved.  In January 2003,
the Colorado plaintiffs filed a motion to have the stay lifted, which was denied
by the Colorado court. Thus, the Colorado action remains stayed until completion
of the Utah case.

     The Company is not in a position at this time to predict the likely outcome
of this  litigation.  However,  the Company does not believe that the litigation
will have a materially  adverse  impact on its financial  condition,  results of
operations,  or liquidity.  Approximately  $0.6  million,  $3.4 million and $3.7
million,  respectively,  was  recorded in other  (income)  expense,  net for the
fiscal years ended June 30, 2001,  2002 and 2003,  and $1.7 million for both the
six months ended  December  31, 2002 and 2003,  related to the cost of defending
these  lawsuits.  The cost of defending these lawsuits has been and may continue
to be substantial;  however based on the current status of this litigation,  the
Company  believes that its future legal fees relating to this litigation will be
substantially lower than historical costs.

OTHER

     In November 2001, one of the Company's former  newsprint  vendors brought a
lawsuit against the Company seeking  damages  relating to the Company's  alleged
breach of a newsprint  agreement  between the vendor and the  Company.  In April
2003,  a jury  verdict was  rendered  against the Company for $2.7  million.  An
accrual for the judgment is included in accrued  liabilities  and other (income)
expense,  net. On December 31, 2003,  the Company  agreed to settle this lawsuit
for $1.4 million and entered into a three year newsprint  purchase  agreement to
purchase  60,000 metric tons of newsprint  from this vendor (a minimum of 20,000
metric tons per year) at an agreed upon adjusted  index price,  as a part of the
settlement. The $1.4 million settlement paid in January 2004 was charged against
the  $2.7  million  accrual  established  for  the  initial  jury  verdict.  The
difference  between the  damages  awarded by the  initial  jury  verdict of $2.7
million and the $1.4 million settlement will be relieved proportionate (on a per
metric ton basis) to the Company's  newsprint  purchases under the new newsprint
purchase  agreement,  as  the  Company  is  only  relieved  from  its  remaining
obligation,  in respect of the settlement  over time, as it purchases  newsprint
from the vendor under the purchase agreement.

     MediaNews  terminated  a  newsprint  swap with Enron  North  America  Corp.
("Enron")  effective  February 6, 2002.  Enron has  informed  MediaNews  that it
disagrees with  MediaNews'  method of determining the amount due with respect to
the early  termination of the swap.  Enron has asserted that by its calculations
MediaNews owes Enron  approximately $16.2 million as a result of the termination
of the swap. In May 2003, Enron filed a lawsuit in U.S. Bankruptcy Court for the
Southern  District  of New York  against the  Company  seeking  damages of $16.2
million and declaratory relief. MediaNews does not agree with Enron's claims and
intends to vigorously  defend itself in this matter.  MediaNews has not recorded
any liability  associated with the termination of this swap,  except as required
by SFAS No. 133,  ACCOUNTING FOR DERIVATIVE  INSTRUMENTS AND HEDGING ACTIVITIES,
at the time the swap was deemed to be an  ineffective  hedge.  In December 2003,
the  Company  agreed to settle its  lawsuit  with  Enron.  Settlement  under the
agreement did not have a material  impact on the financial  condition or results
of operations of the Company.

     MediaNews  sent a notice  terminating  its newsprint  swap  agreement  with
Mirant  Americas  Energy  Marketing,   LP  ("Mirant  Corporation"  or  "Mirant")
effective  September 5, 2003.  In October  2003,  Mirant filed a lawsuit in U.S.
Bankruptcy Court for the Northern  District of Texas against the Company seeking

<PAGE>
                                                                            F-34

enforcement of the automatic stay provision of the bankruptcy  code,  seeking to
assess sanctions,  and seeking declaratory relief. MediaNews does not agree with
Mirant's  claims  and  intends  to  vigorously  defend  itself  in this  matter.
MediaNews has not recorded any liability associated with the termination of this
swap,  except as required by SFAS No. 133, at the time the swap was deemed to be
an ineffective hedge.

     Kmart Corporation  ("Kmart") has commenced an adversary  proceeding against
the Company  and certain of its  subsidiaries  and joint  operating  agencies in
bankruptcy  court  seeking the return of certain  payments  received  from Kmart
under a "critical  vendor" program with respect to  pre-bankruptcy  balances due
from Kmart.  On February  24, 2004,  the United  States Court of Appeals for the
Seventh  Circuit  upheld a ruling that  payments to "critical  vendors" by Kmart
related to pre-bankruptcy  balances due these vendors were improper. The Company
is currently  evaluating  its legal  options with respect to Kmart's  claims for
return of payments received.  If the Company, its subsidiaries,  joint operating
agencies  and equity  method  investees  are required to return all the critical
vendor  payments  they received  from Kmart,  such payment would impact  pre-tax
income of the Company by  approximately  $3.0 million,  assuming the Company has
limited recoveries as a general unsecured creditor of Kmart.

     The Company is involved in other litigation  arising in the ordinary course
of business.  In management's  opinion,  the outcome of these legal  proceedings
will not have a material adverse impact on its financial  condition,  results of
operations, or liquidity.

NOTE 12:  RELATED PARTY TRANSACTIONS

     MediaNews is party to a consulting agreement,  renewable annually, with Mr.
Richard B.  Scudder,  the  Chairman of the Board of  MediaNews,  which  requires
annual payments of $250,000.

     Since 1996,  the Company has advanced to the  Singleton  Irrevocable  Trust
funds to pay the  premiums  on cash  surrender  value  life  insurance  policies
covering Mr.  William Dean  Singleton,  the Vice Chairman of the Board and Chief
Executive  Officer of MediaNews,  and his wife.  The Singleton  Revocable  Trust
benefits Mr. Singleton's  children.  The amount advanced as of June 30, 2002 and
2003 was $1.4 million and $1.5 million,  respectively.  No further advances were
made  subsequent  to July  2002.  Advances  will be  repaid  when the  policy is
surrendered  or earlier at Mr.  Singleton's  option.  No  interest is charged on
these advances.

     MediaNews uses Hughes  Hubbard & Reed LLP as one of its legal counsel.  Mr.
Howell  Begle,  a board member of MediaNews,  is of Counsel to Hughes  Hubbard &
Reed LLP.

     The  Company  entered  into a  management  agreement  with  the  California
Newspapers Partnership,  which provides MediaNews with a management fee of 1.25%
of revenues and thereby  reduces the Company's  total  corporate  overhead,  the
effect of which is a reduction of the impact  minority  interest  expense has on
its consolidated statement of operations.

NOTE 13:  OTHER (INCOME) EXPENSE, NET

     Included in other (income) expense, net are the following items:

<TABLE>
<CAPTION>

                                                                       YEARS ENDED JUNE 30,
                                                                 -----------------------------------
                                                                     2001        2002         2003
                                                                 ---------    ---------    ---------
                                                                          (IN MILLIONS)
            <S>                                                  <C>          <C>          <C>
            Estimated option repurchase price................    $     0.9    $     1.8    $     5.5
            Severance and restructuring......................          0.5          1.4          1.0
            Lawsuit settlement-newsprint vendor..............           --           --          2.7
            Impairment loss..................................           --           --          5.7
            Hedging, net.....................................           --         (2.5)        (1.2)
            Bank fees........................................          1.3          0.7          0.5
            Salt Lake ownership litigation...................          0.6          3.4          3.7
            Denver JOA formation and transition costs........          7.7          3.0           --
            Other............................................          2.2          3.1          1.6
                                                                 ---------    ---------    ---------
                                                                 $    13.2    $    10.9    $    19.5
                                                                 =========    =========    =========
</TABLE>

<PAGE>
                                                                            F-35
NOTE 14:  SUBSEQUENT EVENTS

     In January 2004, the Company, through its subsidiary, West Coast MediaNews,
LLC, purchased two weekly newspapers;  the GRUNION GAZETTE and DOWNTOWN GAZETTE,
both published in Long Beach, California. The Company also owns and operates the
PRESS-TELEGRAM  a daily newspaper  published in Long Beach. The purchase was not
material to the Company's financial position or results of operations.

     On January 26, 2004,  the Company  completed the sale of $150.0  million of
6.375% Senior  Subordinated  Notes due 2014,  (the "6.375%  Notes") in a private
placement. The Company intends to use the net proceeds of the offering, together
with cash on hand and  borrowings  under the bank credit  facility to repurchase
(by tender  offer,  in the open market or  otherwise)  or redeem,  no later than
August 1, 2004, all of its outstanding $200.0 million aggregate principal amount
8.625% Senior  Subordinated  Notes due 2011.  Pending such use, the Company used
the net proceeds of the offering to reduce borrowings under the revolving credit
portion of its bank credit facility to zero. (See Note 6 for further  discussion
of the Company's bank credit facility).

<PAGE>
                                                                            F-36

                       MEDIANEWS GROUP, INC. AND SUBSIDIARIES
                  SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
                  FISCAL YEARS ENDED JUNE 30, 2003, 2002 AND 2001

<TABLE>
<CAPTION>
                                                                       ADDITIONS
                                                           BALANCE AT  CHARGED TO               ACQUISITIONS    BALANCE
                                                           BEGINNING    EXPENSE,      NET      (DISPOSITIONS), AT END OF
                                                           OF PERIOD      NET      DEDUCTIONS       NET        OF PERIOD
                                                           ----------  ----------  ----------  --------------  ---------
                                                                                   (IN THOUSANDS)

<S>                                                         <C>         <C>         <C>          <C>           <C>
YEAR ENDED JUNE 30, 2003
Reserves and allowances deducted from asset accounts:
      Allowance for doubtful accounts                       $ 10,669    $  9,632    $(10,694)    $  (214)      $  9,393
YEAR ENDED JUNE 30, 2002
Reserves and allowances deducted from asset accounts:
      Allowance for doubtful accounts                       $ 10,923    $ 10,213    $(10,467)    $    --       $ 10,669
YEAR ENDED JUNE 30, 2001
Reserves and allowances deducted from asset accounts:
      Allowance for doubtful accounts                       $  9,910    $ 10,916    $(11,815)    $ 1,912       $ 10,923
</TABLE>

                 See notes to consolidated financial statements.

<PAGE>

                             (Media News Group Logo)



<PAGE>


================================================================================

     UNTIL             ,  2004,  ALL DEALERS THAT EFFECT  TRANSACTIONS  IN THESE
SECURITIES, WHETHER OR NOT PARTICIPATING IN THIS EXCHANGE OFFER, MAY BE REQUIRED
TO DELIVER A  PROSPECTUS.  THIS IS IN ADDITION  TO THE  DEALERS'  OBLIGATION  TO
DELIVER A  PROSPECTUS  WHEN  ACTING AS  UNDERWRITERS  AND WITH  RESPECT TO THEIR
UNSOLD ALLOTMENTS OR SUBSCRIPTIONS.

     THE  INFORMATION  IN THIS  PROSPECTUS IS CURRENT ONLY AS OF THE DATE ON ITS
COVER, AND MAY CHANGE AFTER THAT DATE. FOR ANY TIME AFTER THE COVER DATE OF THIS
PROSPECTUS,  WE DO NOT  REPRESENT  THAT OUR AFFAIRS ARE THE SAME AS DESCRIBED OR
THAT THE INFORMATION IN THIS PROSPECTUS IS CORRECT--NOR DO WE IMPLY THOSE THINGS
BY DELIVERING THIS PROSPECTUS OR SELLING SECURITIES TO YOU.

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

================================================================================
================================================================================

                          ---------------------------
                                   PROSPECTUS
                          ----------------------------


                                  $150,000,000

                                (MEDIA NEWS LOGO)



                           6 3/8% SENIOR SUBORDINATED
                                 NOTES DUE 2014



================================================================================

<PAGE>
                                                                            II-1

                                     PART II

        INFORMATION NOT REQUIRED IN THE PROSPECTUS/INFORMATION STATEMENT

ITEM 20.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

     Section 145 of the Delaware General  Corporation Law ("DGCL") provides that
a  corporation  formed under the laws of the State of Delaware may indemnify any
director, officer, employee or agent of the corporation who was or is a party or
is  threatened  to be made a party to (1) any  threatened,  pending or completed
action,  suit  or  proceeding,   whether  civil,  criminal,   administrative  or
investigative  (other than an action by or in the right of the  corporation)  or
(2) any threatened,  pending or completed  action or suit in, by or in the right
of the corporation to procure a judgment in its favor by reason of the fact that
the person is or was a director,  officer, employee or agent of the corporation,
or is or was  serving  as a  director,  officer,  employee  or agent of  another
corporation,  partnership,  joint venture, trust or enterprise at the request of
the corporation.  Indemnification in the case of actions,  suits and proceedings
under  (1)  above  shall  be  against  expenses  (including   attorneys'  fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
by him in connection  with such action,  suit or  proceeding  and in the case of
actions and suits  listed under (2) above shall be against  expenses  (including
attorneys'  fees) actually and  reasonably  incurred by the person in connection
with the defense or settlement of such action or suits.  The indemnified  person
shall have acted in good faith and in a manner the person reasonably believed to
be in or not opposed to the best interests of the corporation, and, with respect
to any criminal  action or  proceeding,  had no reasonable  cause to believe the
person's conduct was unlawful. Any indemnification provided under Section 145 of
the DGCL is permitted to be made by the  corporation  only as  authorized in the
specific case upon a determination that indemnification of the present or former
director,  officer, employee or agent is proper in the circumstances because the
person has met the applicable standard of conduct set forth in Section 145. Such
determination  shall be made,  with  respect to a person  who is a  director  or
officer  at the  time  of  such  determination,  (a) by a  majority  vote of the
directors who are not parties to such action,  suit or  proceeding,  even though
less  than a quorum,  or (b) by a  committee  of such  directors  designated  by
majority vote of such directors, even though less than a quorum, or (c) if there
are no such  directors,  or if such directors so direct,  by  independent  legal
counsel  in a  written  opinion,  or  (d) by the  stockholders.  Article  VII of
MediaNews's  Certificate of Incorporation  provides for  indemnification  of the
aforementioned  parties to the fullest extent permitted under the DGCL.  Section
102(b)(7) of the DGCL permits a  corporation  to provide in its  certificate  of
incorporation  that a director of the corporation shall not be personally liable
to the  corporation  or its  stockholders  for  monetary  damages  for breach of
fiduciary  duty as a director,  except for  liability  (1) for any breach of the
director's duty of loyalty to the corporation or its stockholders,  (2) for acts
or omissions  not in good faith or which  involve  intentional  misconduct  or a
knowing  violation  of law,  (3) under  Section 174 of the DGCL,  or (4) for any
transaction from which the director  derived an improper  personal  benefit.  As
permitted  by Section  102(b)(7)  of the DGCL,  Article  VII of the  MediaNews's
Certificate of Incorporation, as amended and restated, includes a provision that
limits a director's  personal  liability to  MediaNews or its  stockholders  for
monetary  damages  for  breaches of his or her  fiduciary  duty as a director in
accordance with the provisions of Section 102(b)(7).

     MediaNews  maintains  insurance  policies  under  which its  directors  and
officers are insured,  within the limits and subject to the  limitations  of the
policies,  against expenses in connection with the defense of actions,  suits or
proceedings,  and certain  liabilities that might be imposed as a result of such
actions,  suits or proceedings,  to which they are parties by reason of being or
having been directors or officers of MediaNews.

ITEM 21.  EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

   (a) See Index to Exhibits.

   (b) See Schedule II - "Valuation and Qualifying  Accounts"  contained on page
F-36.

ITEM 22. UNDERTAKINGS

     The undersigned hereby undertakes:

<PAGE>
                                                                            II-2

     (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 end of the estimated  maximum
offering  range  may be  reflected  in the  form of  prospectus  filed  with the
Commission  pursuant to Rule 424(b) under the  Securities Act of 1933 if, in the
aggregate,  the changes in volume and price  represent no more than a 20% 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;

     (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) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors,  officers and controlling  persons of
the  registrant  pursuant to the foregoing  provisions  described  under Item 20
above, or otherwise,  the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Act and is,  therefore,  unenforceable.  In the event that a
claim for  indemnification  against such liabilities  (other than the payment by
the  registrant  of  expenses  incurred  or  paid  by  a  director,  officer  or
controlling  person of the 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,  the registrant 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 Act and
will be governed by the final adjudication of such issue; and

     (5) To  supply  by  means of a  post-effective  amendment  all  information
concerning a transaction,  and the company being acquired involved therein, that
was not the subject of and included in the registration statement when it became
effective.


<PAGE>
                                                                            II-3
                                   SIGNATURES

     Pursuant to the requirements of the Securities Act, the registrant has duly
caused  this  registration   statement  to  be  signed  on  its  behalf  by  the
undersigned,  thereunto  duly  authorized,  in the  City  of  Denver,  State  of
Colorado, on March 5, 2004.

                                 MEDIANEWS GROUP, INC.


                                 By:/s/ Ronald A. Mayo
                                    ---------------------------------
                                    Ronald A. Mayo
                                    Vice President and Chief Financial Officer


                                POWER OF ATTORNEY

     KNOW ALL  PERSONS  BY THESE  PRESENTS,  that each  person  whose  signature
appears below hereby constitutes and appoints Joseph J. Lodovic IV and Ronald A.
Mayo and each and either of them,  his or her true and  lawful  attorney-in-fact
and agent,  with full power of substitution and  resubstitution,  for him or her
and in his or her name, place and stead, in any and all capacities,  to sign any
and all amendments (including, without limitation, post-effective amendments) to
this registration  statement and to file the same with all exhibits thereto, and
other  documents  in  connection  therewith,  with the  Securities  and Exchange
Commission,  granting unto said  attorneys-in-fact and agents, and each of them,
full  power  and  authority  to do and  perform  each and  every  act and  thing
requisite and  necessary to be done in and about the  premises,  as fully to all
intents and purposes as he or she might or could do in person,  hereby ratifying
and  confirming  all that said  attorneys-in-fact  and agents or any of them, or
their or his substitute or  substitutes,  may lawfully do or cause to be done by
virtue hereof.

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
registration  statement has been signed below by the following persons on behalf
of the registrant in the capacities and on the dates indicated:

<TABLE>
<CAPTION>

SIGNATURE                          TITLE                                    DATE

<S>                                <C>                                      <C>
 /s/ WILLIAM DEAN SINGLETON                                                 March 5, 2004
----------------------------
William Dean Singleton             Vice Chairman of the Board of
                                   Directors and Chief Executive Officer

 /s/ JOSEPH J. LODOVIC, IV                                                  March 5, 2004
---------------------------
Joseph J. Lodovic, IV              President

 /s/ RICHARD B. SCUDDER                                                     March 5, 2004
---------------------------
Richard B. Scudder                 Chairman of the Board of Directors

 /s/ JEAN L. SCUDDER                                                        March 5, 2004
---------------------------
Jean L. Scudder                    Director

 /s/ HOWELL E. BEGLE, JR.                                                   March 5, 2004
---------------------------
Howell E. Begle, Jr.               Director

 /s/ RONALD A. MAYO                                                         March 5, 2004
---------------------------
Ronald A. Mayo                     Vice President and Chief Financial
                                   Officer

 /s/ MICHAEL J. KOREN                                                       March 5, 2004
---------------------------
Michael J. Koren                   Vice President and Controller
</TABLE>

<PAGE>
                                                                            II-4
                               INDEX TO EXHIBITS


EXHIBIT
NO.        DESCRIPTION

3.1     Second Restated and Amended  Certificate of Incorporation  (incorporated
by reference to Exhibit 3.1 to the registrant's Form 8-K filed January 14, 2004)

3.2     Amended and Restated Bylaws of MediaNews  Group,  Inc.  (incorporated by
reference to Exhibit 3.2 to the registrant's Form 8-K filed January 14, 2004)

4.1     Form of Indenture  dated as of March 16, 1999 between  MediaNews  Group,
Inc., as Issuer, and The Bank of New York, as Trustee (incorporated by reference
to Exhibit 4.1 to the registrant's Form S-4 filed May 28, 1999)

4.2     Form of MediaNews Group, Inc. 8 5/8% Senior Subordinated Notes due 2011,
Series B (contained in the Indenture filed as Exhibit 4.1)

4.3     Indenture dated as of November 25, 2003 between  MediaNews Group,  Inc.,
as Issuer,  and The Bank of New York, as Trustee  (incorporated  by reference to
Exhibit 4.4 to the registrant's Form 8-K filed January 14, 2004)

4.4     Registration  Rights  Agreement  dated as of November  25, 2003  between
MediaNews  Group,  Inc. as Issuer and Deutsche  Bank  Securities  Inc.,  Banc of
America  Securities LLC,  Wachovia  Capital  Markets,  LLC, BNY Capital Markets,
Inc., Fleet  Securities,  Inc. and McDonald  Investments  Inc.  (incorporated by
reference  to Exhibit  4.2 to the  registrant's  Form 10-Q for the period  ended
December 31, 2003)

4.5     Form of MediaNews Group,  Inc.'s unregistered 6 7/8% Senior Subordinated
Notes due 2013 (contained in the Indenture filed as Exhibit 4.3)

4.6     Form of MediaNews Group,  Inc.'s  registered 6 7/8% Senior  Subordinated
Notes due 2013 (contained in the Indenture filed as Exhibit 4.3)

4.7     Indenture dated as of January 26, 2004 between MediaNews Group, Inc., as
Issuer,  and The Bank of New York,  as Trustee  (incorporated  by  reference  to
Exhibit 4.4 to the  registrant's  Form 10-Q for the period  ended  December  31,
2003)

4.8     Registration  Rights  Agreement  dated as of January  26,  2004  between
MediaNews  Group,  Inc. as Issuer and Deutsche  Bank  Securities  Inc.,  Banc of
America   Securities  LLC,  Wachovia  Capital  Markets,   LLC,  Credit  Lyonnais
Securities  (USA) Inc., and Stephens Inc.  (incorporated by reference to Exhibit
4.5 to the registrant's Form 10-Q for the period ended December 31, 2003)

4.9     Form of MediaNews Group,  Inc.'s unregistered 6 3/8% Senior Subordinated
Notes due 2014 (contained in the Indenture filed as Exhibit 4.7)

4.10    Form of  MediaNews  Group Inc.'s  registered 6 3/8% Senior  Subordinated
Notes due 2014 (contained in the Indenture filed as Exhibit 4.7)

5.1     Opinion of Hughes Hubbard & Reed LLP

10.1    Credit  Agreement  dated as of December 30, 2003 by and among  MediaNews
Group, Inc., the guarantors named therein,  the lenders named therein,  and Bank
of America, N.A., as administrative agent (the "Credit Agreement") (incorporated
by  reference  to Exhibit 10.1 to the  registrant's  Form 8-K filed  January 14,
2004)

10.2    Employment Agreement dated March 15, 2000 between MediaNews Services and
William  Dean  Singleton  (incorporated  by  reference  to  Exhibit  10.4 to the
registrant's Form 10-Q for the period ended March 31, 2000)

<PAGE>
                                                                            II-5

10.3    Employment  Agreement  dated  as of March  15,  2000  between  MediaNews
Services and Joseph J. Lodovic IV (incorporated by reference to Exhibit 10.19 to
the registrant's Form 10-Q for the period ended March 31, 2000)

10.4    Joint  Operating  Agreement  dated  January 13,  1989,  among York Daily
Record,   Inc.,  York  Newspapers,   Inc.,  and  The  York  Newspapers   Company
(incorporated by reference to Exhibit 10.7 to the registrant's Form S-1 filed on
February 10, 1994) (File No. 033-75156)

10.5    Third Amended and Restated Shareholders'  Agreement dated as of June 30,
1999  among  the  shareholders  of  Denver  Newspapers,  Inc.  (incorporated  by
reference to Exhibit 10.18 to the registrant's Form S-4/A filed July 12, 1999)

10.6    Tax Agreement among MediaNews Group, Inc., Denver  Newspapers,  Inc. and
Media General,  Inc.,  dated as of June 30, 1999  (incorporated  by reference to
Exhibit 10.19 to the registrant's Form S-4/A filed July 12, 1999)

10.7    Shareholders  Agreement of MediaNews Group,  Inc. by and among MediaNews
Group,  Inc. and the  shareholders  named therein,  dated as of January 31, 2000
(incorporated  by reference to Exhibit 10.20 to the  registrant's  Form 10-Q for
the period ended March 31, 2000)

10.8    Singleton Family Voting Trust Agreement for MediaNews Group,  Inc. dated
January 31, 2000 (incorporated by reference to Exhibit 10.21 to the registrant's
Form 10-Q for the period ended March 31, 2000)

10.9    Scudder Family Voting Trust  Agreement for MediaNews  Group,  Inc. dated
January 31, 2000 (incorporated by reference to Exhibit 10.22 to the registrant's
Form 10-Q for the period ended March 31, 2000)

10.10   Amendment and Restatement of Agreement,  by and between  Kearns-Tribune,
LLC  and  Deseret  News  Publishing  Company,   dated  as  of  January  2,  2001
(incorporated by reference to Exhibit 10.10 to the  registrant's  Form S-4 filed
February 23, 2004)

10.11   First  Amendment to Credit  Agreement,  dated as of January 20, 2004, by
and among MediaNews Group, Inc., the guarantors named therein, the lenders named
therein and Bank of America,  N.A., as  administrative  agent  (incorporated  by
reference to Exhibit 10.12 to the registrant's Form S-4 filed February 23, 2004)

10.12   Option  Purchase  Agreement  between Garden State  Newspapers,  Inc. and
Greenco,  Inc.,  dated as of January  30, 1998  (incorporated  by  reference  to
Exhibit 10.13 to the registrant's Form S-4 filed February 23, 2004)

10.13   Joint  Operating  Agreement by and between The Denver Post  Corporation,
Eastern Colorado  Production  Facilities,  Inc., The Denver Newspaper Agency LLP
and The Denver  Publishing  Company,  dated as of May 11, 2000  (incorporated by
reference to Exhibit 10.14 to the registrant's Form S-4 filed February 23, 2004)

10.14   First Amendment to the Joint Operating Agreement by and among The Denver
Post  Corporation,  Eastern  Colorado  Production  Facilities,  Inc., The Denver
Newspaper Agency LLP and The Denver Publishing  Company,  dated January 22, 2001
(incorporated by reference to Exhibit 10.15 to the  registrant's  Form S-4 filed
February 23, 2004)

10.15   Limited Liability  Partnership  Agreement of The Denver Newspaper Agency
LLP dated as of January 22, 2001  (incorporated by reference to Exhibit 10.16 to
the registrant's Form S-4 filed February 23, 2004)

10.16   Amended  and  Restated   Partnership   Agreement  for  Texas-New  Mexico
Newspapers  Partnership,  by and among Gannett  Texas L.P. and New  Mexico-Texas
MediaNews LLC, dated March 21, 2003  (incorporated by reference to Exhibit 10.17
to the registrant's Form S-4 filed February 23, 2004)

10.17   Second  Amended  and  Restated  Partnership   Agreement  for  California
Newspapers Partnership, a Delaware General Partnership,  by and among West Coast
MediaNews  LLC;  Donrey  Newspapers  LLC;  The Sun  Company  of San  Bernardino,

<PAGE>
                                                                            II-6

California;  California  Newspapers,  Inc.;  Media  West--SBC,  Inc.  and  Media
West--CNI,  Inc., dated as of May 30, 2003 (incorporated by reference to Exhibit
10.18 to the registrant's Form S-4 filed February 23, 2004)

10.18   The York Newspaper Company Partnership Agreement dated as of January 13,
1989  (incorporated by reference to Exhibit 10.19 to the  registrant's  Form S-4
filed February 23, 2004)

12.1    Computation  of Ratio of  Earnings  to Fixed  Charges  (incorporated  by
reference to Exhibit 12.1 to the registrant's Form S-4 filed February 23, 2004)

21.1    Subsidiaries  of MediaNews  Group,  Inc.  (incorporated  by reference to
Exhibit 21.1 to the registrant's Form S-4 filed February 23, 2004)

23.1    Consent of Independent Auditors of MediaNews Group, Inc.

23.2    Consent of Hughes  Hubbard & Reed LLP  (contained in their opinion filed
as Exhibit 5.1)

24.1    Power of  Attorney  (included  on  signature  page to this  registration
statement)

25.1    Form T-1 Statement of Eligibility  Under the Trust Indenture Act of 1939
of The Bank of New York

99.1    Form of Letter of Transmittal

99.2    Form of Letter to Brokers,  Dealers,  Commercial Banks,  Trust Companies
and other Nominees

99.3    Form of Letter to Clients

99.4    Form of Notice of Guaranteed Delivery