<PAGE>   1
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   ----------

                                    FORM 10-K

            [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                     For the Fiscal Year Ended June 30, 2001
                                       OR
          [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                       Commission File Number
                                              ------------

                              MEDIANEWS GROUP, INC.
             (Exact name of registrant as specified in its charter)

<Table>
<S>                                                                     <C>
                           Delaware
(State or other jurisdiction of incorporation or organization)                        22-2675173
                                                                       (I.R.S. Employer Identification Number)
                1560 Broadway, Denver, Colorado
           (Address of principal executive offices)                                      80202
                                                                                      (Zip Code)
</Table>

       Registrant's telephone number, including area code: (303) 563-6360

                              Securities registered
                     pursuant to Section 12(b) of the Act:
                                      NONE

                              Securities registered
                     pursuant to Section 12(g) of the Act:
                                      NONE

     Indicate by check mark whether the registrant (1) has filed all reports to
be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.  Yes  X   No
                                        ---     ---

     Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.  X
           ---

     State the aggregate market value of the voting stock held by non-affiliates
of the registrant. The aggregate market value shall be computed by reference to
the price at which the stock was sold, or the average market value shall be
computed by reference to the price at which the stock was sold, or the average
bid and asked prices of such stock, as of a specified date within 60 days prior
to the date of filing.

<Table>
<Caption>
Class of Voting Stock and Number of Shares Held by
       Non-Affiliates at September 18, 2001           Market Value Held by Non-Affiliates
--------------------------------------------------    -----------------------------------
<S>                                                   <C>
 Class A                           157,576 shares                 Unavailable

</Table>

     Indicate the number of shares outstanding of each of the registrant's
classes of common stock, as of the close of the latest practicable date.

<Table>
                                                         Number of Shares
                                                         ----------------
<S>                                                      <C>
               Class A Common Stock                          2,298,346
</Table>

     Documents Incorporated by Reference: NONE


<PAGE>   2



                                     PART I

ITEM 1. BUSINESS

GENERAL

     MediaNews Group, Inc. ("MediaNews" or "the Company") is the successor
issuer to Garden State Newspapers, Inc. MediaNews and its predecessor companies
were founded in March 1985 by William Dean Singleton and Richard B. Scudder. We
are the seventh largest newspaper company in the United States in terms of
circulation, and we control 46 market dominant daily and approximately 80
non-daily newspapers in ten 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.
Our principal sources of revenue are print advertising and circulation. Other
sources of revenue include commercial printing and electronic advertising. Our
newspapers had a combined daily and Sunday paid circulation of approximately
1,829,000 and 2,593,000, respectively, as of March 31, 2001.

     We have grown primarily through strategic acquisitions and partnerships in
markets, which we believe, have above average growth potential and to a lesser
extent through internal growth. Our main acquisition focus is on newspaper
markets contiguous to our own, allowing us to realize certain operating
synergies. We refer to this strategy as "clustering". A majority of our
newspapers are located in regional clusters, allowing them to achieve higher
operating margins through efficient use of labor and equipment and by providing
opportunities to sell advertising into other newspapers we own nearby. We
occasionally divest newspaper properties when they no longer fit our cluster
strategy or when we believe the property's value to us has been maximized. This
strategy has enabled us to reinvest sale proceeds in newspaper properties that
are available at attractive prices and can be clustered, which has allowed us to
achieve greater revenue and EBITDA growth than we otherwise would have been able
to achieve.

     Our newspapers are geographically diverse and generally positioned in
markets with limited direct competition for local newspaper advertising. We
believe 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 leading or sole distribution in the
market areas served by the newspaper. Start-ups of new daily newspapers in
suburban markets with pre-existing local newspapers are rare. 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 provide, making it attractive
for both consumers and advertisers.

     Sizeable weekly newspapers are generally found in and around metropolitan
areas in addition to smaller towns and cities. Suburban weeklies, such as the
weekly newspapers operated by our divisions, ANG Newspapers, Los Angeles
Newspaper Group, and the Connecticut Post, have several advantages over
metropolitan dailies, including (1) a lower cost structure, (2) the ability to
publish only on their most profitable days such as one midweek and one weekend
day, and (3) the ability to more effectively exploit zoned advertising. Zoned
advertising provides a means for small merchants, individuals, and other local
advertisers to advertise solely in their own local market at a cost lower than
that of a full-run metropolitan daily newspaper. Thus, the typical suburban
weekly newspaper has a broader advertiser base and does not rely to the same
degree as a metropolitan daily on major retailers for advertising revenues. A
majority of our weekly newspapers are distributed in markets where we own and
distribute daily newspapers. This strategy allows us to achieve greater market
penetration and eliminate or reduce the threat of direct-mail competition in
many of our markets.

INDUSTRY BACKGROUND

     Newspaper publishing is the oldest and largest segment of the media
industry. We believe the focus on local news has allowed newspapers to remain
the dominant medium for local advertising, accounting for over 40% of all local
media advertising expenditures in the United States in calendar year 2000. In
calendar year 2000, newspaper advertising expenditures in the United States
reached an all time high of approximately $48.7 billion, representing a
compounded annual growth rate of 6.2% since 1995. Newspapers continue to be
viewed as the best medium for retail advertising, which emphasizes the price of
goods, in contrast to television, which is generally used for image advertising.

     Readers of newspapers tend to be more highly educated and have higher
incomes than non-newspaper readers. For instance, 62% of college graduates and
65% of households with income greater than $75,000 are reported to read a daily
newspaper. Management believes that newspapers continue to be the most
cost-effective means for advertisers to reach this highly targeted demographic
group.

     Total morning daily and Sunday circulation has increased nationally from
29.4 million and 54.7 million in 1980 to 46.8 million and 59.4 million in 2000,
respectively. Total reported daily circulation, including evening editions,
however, declined nationally from 62.2 million in 1980 to 55.8 million in 2000.
This decrease can be directly attributed to the national decline in the
circulation of evening newspapers, which is reported to have



                                       2
<PAGE>   3


INDUSTRY BACKGROUND (CONTINUED)


decreased from 32.8 million in 1980 to 9.0 million in 2000. The decline in
evening newspaper circulation is the result of most evening newspapers'
inability to compete with existing morning newspapers in the same market. Many
evening newspapers have converted to morning newspapers or ceased publishing
altogether. Circulation statistics for suburban daily newspapers are not
published separately from circulation statistics for daily newspapers as a
whole. Reliable circulation statistics for weekly newspapers are not available.

     Newspaper advertising revenues are cyclical and are generally affected by
changes in national and regional economic conditions. Classified advertising,
which makes up approximately 40% of newspaper advertising revenues, is the most
sensitive to economic improvements or slowdowns as it is affected by employment
trends, real estate transactions and automotive sales.

SIGNIFICANT TRANSACTIONS IN FISCAL YEAR 2001

<Table>
<Caption>
                                                                                               APPROXIMATE              PURCHASE
ACQUISITIONS:                                 EFFECTIVE DATE             LOCATION              CIRCULATION                PRICE
-------------                                 --------------             --------              -----------              --------
<S>                                           <C>                     <C>                    <C>                     <C>

Connecticut Post                              October 1, 2000         Bridgeport, CT           78,000 Daily          $194.0 million
                                                                                               89,000 Sunday

Breckenridge American and radio stations      October 1, 2000        Breckenridge, TX           3,700 Bi-weekly      $  1.0 million
  KLXK and KROO

Marin Independent Journal(1)                  October 1, 2000           Marin, CA              40,000 Daily          $           --
                                                                                               40,000 Sunday

Current-Argus(2)                             October 31, 2000          Carlsbad, NM             8,200 Daily          $  7.0 million
                                                                                                8,400 Sunday

Kearns Tribune, LLC and the Salt Lake                                                      (Salt Lake Tribune)
Tribune, a JOA(3)                             January 2, 2001       Salt Lake City, UT        136,000 Daily          $200.0 million
                                                                                              160,000 Sunday
                                                                                              (Combined JOA)
                                                                                              200,000 Daily
                                                                                              230,000 Sunday

Lake County Record-Bee (daily),              February 1, 2001          Lakeport, CA           6,300 Daily only       $  7.3 million
  Clearlake Observer-American,                                                                   Bi-weekly
  Willits News, Penny Slaver, and                                                               & Shoppers
  Bee Smart Shopper(4)

Alamogordo Daily News                         March 31, 2001          Alamogordo, NM            7,200 Daily          $  9.5 million
                                                                                                8,300 Sunday

The Ruidoso News                               May 31, 2001            Ruidoso, NM              6,200 Bi-weekly      $  3.8 million

<Caption>

                                                                                                                         GAIN ON
DISPOSITIONS:                                 EFFECTIVE DATE             LOCATION                SALE PRICE            DISPOSITION
-------------                                 --------------             --------                ----------            -----------
<S>                                          <C>                    <C>                        <C>                   <C>

Daily Nonpareil(2)                           October 31, 2000       Council Bluffs, IA          $39.0 million        $ 23.6 million
The Lompoc Record(5)                         January 31, 2001           Lompoc, CA              $ 8.0 million        $  4.6 million
</Table>


(1)  Gannett, Inc. contributed the Marin Independent Journal to the California
     Newspapers Partnership. Effective with the contribution, MediaNews, Donrey
     Newspapers, LLC and Gannett's 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.

(2)  In connection with our sale of the Daily Nonpareil, we received $32.0
     million in cash and substantially all of the assets of the Current-Argus, a
     daily newspaper located in Carlsbad, New Mexico.

(3)  We purchased the stock of Kearns-Tribune, LLC. Kearns-Tribune, LLC owns the
     masthead of the Salt Lake Tribune and a 50% equity interest and a 58%
     profit distribution interest in the Newspaper Agency Corporation ("NAC").
     The NAC is operated under the terms of a JOA between Kearns-Tribune, LLC
     and the Deseret News Publishing Company. When we acquired Kearns-Tribune,
     LLC, the NAC had substantial cash and cash equivalents, of which $7.3
     million was distributed to us shortly after the acquisition. This
     distribution from the NAC, and the remaining cash on hand, had the effect
     of reducing the acquisition price of Kearns-Tribune, LLC to approximately
     $192.0 million.

(4)  Purchased by the California Newspapers Partnership.

(5)  Owned by the California Newspapers Partnership.




                                       3
<PAGE>   4


SIGNIFICANT TRANSACTIONS IN FISCAL YEAR 2001 (CONTINUED)

     DENVER NEWSPAPER AGENCY. On January 23, 2001, MediaNews, owner of The
Denver Post, and E.W. Scripps Company ("Scripps"), owner of the Rocky Mountain
News, began the operations of the Denver Newspaper Agency LLP ("DNA"), operating
under its Joint Operating Agreement ("JOA"). DNA is responsible for all business
functions for The Denver Post and the Rocky Mountain News, including advertising
and circulation sales, production and distribution. The news and editorial
functions at The Denver Post and the Rocky Mountain News remain completely
separate from DNA. We are responsible for the editorial staff and producing the
news and editorial content of The Denver Post. The Denver Post and the Rocky
Mountain News are published five days a week as morning editions with the Rocky
Mountain News being published exclusively on Saturday and The Denver Post
exclusively on Sundays.

     In forming 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. In addition to the assets contributed to DNA, Scripps also
paid MediaNews $60.0 million to obtain its 50% share in DNA. We recognized a
gain of approximately $46.7 million, net of expenses, on the payment from
Scripps.

     The DNA is governed by a four person board. MediaNews and Scripps each
appointed two members and MediaNews appointed the chairman of DNA for the first
four year term. DNA was created under the provisions of the Newspaper
Preservation Act of 1970, which allows two newspapers to combine business
functions under a Joint Operating Agreement.

OPERATING STRATEGY

     Our strategy is to increase revenues and cash flows through geographic
clustering and internal growth. The key components of our long-term internal
growth strategy are targeted marketing programs, local news leadership, high
quality editorial content and presentation, circulation growth, cost control,
internet delivery of news and advertising and strategic partnerships/convergence
combining the newspaper with radio, television and the internet to deliver news
and advertising. These strategies are more fully described below.

     GEOGRAPHIC CLUSTERING. We have acquired and assembled newspapers, and may
     continue to acquire newspapers, in contiguous markets. We refer to this
     strategy as "clustering". Clustering enables us to realize operating
     efficiencies and economic synergies, such as the sharing of management,
     accounting, newsgathering, advertising and production functions. In
     addition, we seek to increase operating cash flows at acquired newspapers
     by reducing labor costs, page width of the newspapers, and overall improved
     cost management. Clustering also enables management to maximize revenues by
     selling advertising into newspapers owned by us in contiguous markets. As a
     result of clustering, we believe that our newspapers are able to obtain
     higher operating margins than they would otherwise be able to achieve on a
     stand-alone basis. The California Newspapers Partnership is an extension of
     this strategy.

     TARGETED MARKETING PROGRAMS. Through a strong local presence and active
     community relations, we are able to develop and implement marketing
     programs that maximize our advertising revenues. We utilize research,
     demographic studies and zoning (marketing directed to a particular
     sub-segment of a local area) to develop marketing programs that meet the
     unique needs of specific advertisers.

     LOCAL NEWS LEADERSHIP. We are dedicated to being the leaders in providing
     high quality local news. Our newspapers generally have the largest local
     newsgathering resources in their markets. We believe local news coverage is
     key to our success. Providing high quality local and regional news makes us
     unique in our markets. Our newspapers include local editorials, letters to
     the editors, local sports, weekend sections, highlights of people in the
     community, in addition to national and international news. With the
     timeliness and availability of national and world news on television, we
     believe that providing in-depth local news is invaluable and sets us apart
     from other news sources, generating reader loyalty and increasing franchise
     value. Statistics have shown newspapers that focus on local news and
     content are able to achieve greater market penetration. Additionally, our
     ongoing involvement in the communities in which we operate not only
     strengthens our relationships with these communities but also offers our
     advertisers a superior product for promoting their goods and services.

     HIGH QUALITY EDITORIAL CONTENT AND PRESENTATION. Our newspapers are
     committed to editorial excellence by providing the proper mix of local and
     national news to effectively serve the needs of their local markets. In
     addition, our newspapers are generally produced on modern offset presses
     and are designed to visually attract readers through attractive layouts and
     color enhancements. The majority of our newspapers receive awards annually
     for excellence in various editorial categories in their respective regions
     and circulation size. During 2000, The Denver Post achieved the highest
     award for editorial excellence winning a Pulitzer Prize for its coverage of
     the Columbine High School tragedy. Our other newspapers have received
     numerous awards from state press associations as well as other peer
     organizations for their editorial content, local news and sports coverage,
     and photography.




                                       4
<PAGE>   5


OPERATING STRATEGY (CONTINUED)

     CIRCULATION GROWTH. We believe that circulation growth is essential to the
     creation of long-term franchise value at our newspapers. Accordingly, we
     have and will continue to make significant investments in promotional and
     telemarketing campaigns to increase circulation and readership. Our
     management incentive programs are also designed to reward our publishers
     for circulation growth, at each of 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. This
     strategy has produced current and long-term circulation profits but may at
     times decrease circulation volumes in the short-term.

     COST CONTROL. We emphasize 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 increases efficiency. We are equally focused on newsprint cost control.
     Each of our newspapers benefits from discounted newsprint pricing we obtain
     as the seventh largest newspaper group 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
     have also entered into fixed price newsprint contracts and newsprint swaps,
     which expire periodically beginning December 31, 2002 through December 31,
     2009, as well as newsprint purchasing arrangements with certain of our
     other suppliers, which delay the adverse effect of newsprint price
     increases. Based on expected newsprint utilization at MediaNews, including
     our pro-rata share from the unconsolidated JOAs, approximately 55% of our
     annual newsprint consumption for fiscal 2002 will be covered by fixed price
     contracts and newsprint swaps.

     To further control newsprint costs while improving customer satisfaction,
     we became 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 in excess of 8% over levels prior to conversion.

     INTERNET. To take advantage of the increasing use of the internet and its
     advertising growth opportunities, we established MediaNews Group
     interactive ("MNGi"), formerly known as MediaNews Technologies, to develop
     and maintain websites for each of our daily newspapers. MNGi has developed
     websites that provide an online editorial presence and full online
     classified services for each of our daily newspapers. We have also made
     strategic investments related to our internet strategy in AdOne, Employment
     Wizard and Mortgage Rate Watch to expand the online features provided to
     our customers as is more fully described below. Although we believe that
     providing an online product is important to broaden the reach of our
     newspapers and ultimately increase our revenues by upselling value added
     services for our advertisers, we believe that almost all of our customers
     still prefer the newspaper in a printed form. By being the leading, and in
     certain instances the sole, provider of local news in most of our markets,
     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.

     In January 1999, MediaNews, the Hearst Corporation, E.W. Scripps, Donrey
     Media Group and Advance Publications each acquired a 20.0% interest in
     AdOne LLC, which was formed to acquire the assets of AdOne Classified
     Network, Inc. ("AdOne") and its consumer website, abracat.com, a fully
     searchable classified advertising database. In July 1999, Belo Corporation,
     Journal Register Company, Lee Enterprises, Media General, Morris
     Communications Corporation and Pulitzer, Inc. each made an equity
     investment in AdOne LLC, reducing our interest to approximately 12.1%.
     AdOne currently provides software tools and hosting services for daily and
     weekly newspapers throughout the United States, providing tools and
     services that enable local publishers to focus on successfully extending
     their classified franchise online. AdOne currently has classified listings
     from approximately 379 daily and weekly newspapers, which includes
     newspapers in 43 of the top 50 markets in the United States. At June 30,
     2001, AdOne's database averaged 13 million new classified ads each month.
     In June 2001, AdOne's network was the third highest trafficked network with
     over 12 million page views. Additionally, AdOne's abracat.com is the
     classified content provider for Lycos, a portal/web search site. We believe
     AdOne is solidly positioned to play a leading role in the rapidly expanding
     online classified marketplace.

     In August 1999, we acquired an 80% interest in Employment Specialists, LLC.
     We re-launched the website under the name Employment Wizard in December
     1999. In June 2001, Employment Specialists, LLC merged with CareerSite,
     www.careersite.com, which has reduced our interest in Employment
     Specialists, LLC to approximately 40%. The combination of Employment Wizard
     and CareerSite provided each company with superior resources to continue to
     develop and sell internet based application tools that allow jobseekers and
     employers to search job opportunities and resumes for the best match.
     Employment Wizard has one of the most powerful and robust employment tools
     allowing more job seekers and employers to find exact matches. Employment
     Wizard currently hosts over 150 different e-recruitment sites that support
     over 40,000 registered advertisers, contains over 250,000 current jobs,
     supports almost 900,000 registered candidates and serves over 750,000
     unique visitors per month. As of June 30, 2001, approximately 80 newspapers
     are using Employment Wizard as their




                                       5
<PAGE>   6


OPERATING STRATEGY (CONTINUED)

     internet employment vertical, 50 of which are not owned or controlled by
     MediaNews. Employment advertising is an important revenue stream at our
     newspapers, and with our investment in Employment Specialists, we are able
     to integrate and provide the best of newspaper and internet functionality
     for users and advertisers.

     Mortgage Rate Watch provides various video promotion services to
     participating realtors and newspaper affiliates. Operating under the name
     "See It Buy It" (www.seeitbuyit.com), this company provides realtors: the
     service of 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 the home sales process. Our newspapers re-sell this
     service to their realtor customers. In addition, newspapers use the service
     to gather full video clips of schools, parks, downtown and other public
     areas, for use on their web sites.

     STRATEGIC PARTNERSHIPS/CONVERGENCE. We have also made strategic investments
     in other media outlets beginning with our acquisition of our radio stations
     in and around Graham, Texas, which are operated in conjunction with our
     weekly newspapers published in and around Graham. In addition, we own the
     CBS television affiliate and a radio station 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.

     Several of our newspapers are currently working with Employment Television,
     Inc. to produce television shows exclusively focused on employment
     advertising. This illustrates how newspaper content can be leveraged across
     multiple platforms (in this case, print, television and internet) to create
     multimedia packages. While our share of revenue under this multimedia
     package is currently only a few million dollars, it is growing rapidly.

     As the digital age continues to evolve and FCC rules and regulations
     change, we will continue to explore ways to leverage our content across
     multiple platforms with an eye toward profitable new revenue streams. We
     will continue to develop strategic partners, such as Employment Television,
     Inc. to assist in the development of this strategy in a cost efficient
     manner.

     We may, from time to time, make strategic or targeted acquisitions and
dispositions. We continually review newspaper acquisition candidates that we
believe are under-performing in terms of operating cash flows but have an
established history of strong readership, advertiser loyalty and are available
at attractive prices. Acquisitions will only be made in circumstances in which
we believe that the acquisition will contribute to our overall growth strategy
and/or reduce leverage in the short term. We will also continue to make small
investments in internet and other electronic media companies and enter into
partnerships that complement our existing newspapers or our other electronic
media investments.




                                       6
<PAGE>   7


PAID CIRCULATION

     The following table sets forth paid circulation of each of our daily
newspapers. The JOA data reflects only our newspapers' share of the combined
circulation:

<Table>
<Caption>
                                                                                       Paid Circulation at
                                                                                         March 31, 2001
                                                                                 ------------------------------
                                                                                    Daily            Sunday
                                                                                 ------------      ------------
<S>                                                                            <C>                <C>
MediaNews Newspapers:
      The Denver Post, Denver, CO (JOA) ......................................        364,451(a)        970,934(a)
      Daily News, Los Angeles, CA ............................................        190,010           200,419
      Salt Lake Tribune, Salt Lake City, UT (JOA) ............................        135,619           161,488
      Long Beach, CA .........................................................         99,372           110,033
      The York Dispatch and York Sunday News, York, PA (JOA) .................         40,606            93,738
      Charleston Daily Mail and Sunday Gazette-Mail, Charleston, WV (JOA) ....         38,152            93,729
      Bridgeport, CT .........................................................         78,455            88,510
      Lowell, MA .............................................................         52,629            55,817
      Pittsfield, MA .........................................................         31,126            35,572
      Las Cruces, NM .........................................................         22,753            25,363
      Lebanon, PA ............................................................         21,408            21,338
      Hanover, PA ............................................................         19,731            21,107
      Farmington, NM .........................................................         17,521            19,148
      Fitchburg, MA ..........................................................         17,208            17,593
      Eastern Colorado Publishing Company, CO ................................         12,576                --
      Brattleboro, VT ........................................................         11,150            12,212
      Carlsbad, NM ...........................................................          8,157             8,401
      Bennington, VT .........................................................          7,569                --
      Alamogordo, NM .........................................................          7,178             8,347
      North Adams, MA ........................................................          7,055                --
      Deming, NM .............................................................          3,673                --
                                                                                 ------------      ------------
         Subtotal ............................................................      1,186,399         1,943,749

California Newspapers Partnership:
      ANG Newspapers, Northern CA ............................................        279,018           278,700
      San Gabriel Valley Newspaper Group, CA .................................        108,869           110,153
      San Bernardino, CA .....................................................         75,435            83,752
      Ontario, CA ............................................................         68,003            75,143
      Chico/Oroville, CA .....................................................         33,599            33,175
      Vallejo, CA ............................................................         20,880            22,178
      Eureka, CA .............................................................         18,826            20,728
      Woodland, CA ...........................................................          9,778            10,038
      Ukiah, CA ..............................................................          7,665             7,779
      Red Bluff, CA ..........................................................          7,039                --
      Redlands, CA ...........................................................          6,968             7,116
      Lakeport, CA ...........................................................          6,339                --
                                                                                 ------------      ------------
         Subtotal ............................................................        642,419           648,762
                                                                                 ------------      ------------

         Total ...............................................................      1,828,818         2,592,511
                                                                                 ============      ============
</Table>

(a)  At March 31, 2001, The Denver Post and the Rocky Mountain News were both
     still being published seven days a week. Beginning the weekend of April 7,
     2001, the newspapers began publishing five days a week as morning editions,
     with the Rocky Mountain News being published exclusively on Saturday and
     The Denver Post exclusively on Sunday under the terms of the JOA. Prior to
     the formation of the JOA, a portion of our customers purchased both The
     Denver Post and the Rocky Mountain News. As a result of the exclusive
     Saturday and Sunday newspapers, such duplicative circulation was eliminated
     and the combined circulation of the JOA has declined.



                                       7
<PAGE>   8


NEWSPAPER PROPERTIES

     The following is a description of our newspapers and the markets in which
they circulate as of the date of this report. The map on the back cover reflects
our clustering strategy.

     DENVER. The Denver Post is our largest daily newspaper and, we believe, one
of the most respected newspapers in its region. On January 23, 2001, the
formation of the Denver Newspaper Agency ("DNA") was completed and The Denver
Post and the Rocky Mountain News began to operate under the terms of a JOA.
Under the terms of the JOA, all operations, other than news and editorial are
controlled by DNA. We are responsible for the editorial staff and producing the
news and editorial content of The Denver Post. The Denver Post and the Rocky
Mountain News are each published five days a week as morning editions, with the
Rocky Mountain News being published exclusively on Saturday and The Denver Post
exclusively on Sunday.

     SALT LAKE CITY. The Newspaper Agency Corporation ("NAC"), a partnership
owned 50% by Kearns-Tribune, LLC a wholly owned subsidiary of MediaNews,
publishes the Salt Lake Tribune and the Deseret News under the terms of a JOA.
Net income of the NAC is distributed 58% to Kearns-Tribune, LLC and 42% to the
Deseret News Publishing Company. The NAC controls all business functions other
than news and editorial for both newspapers. Kearns-Tribune, LLC is responsible
for the editorial staff producing the news and editorial content of the Salt
Lake Tribune. The Salt Lake Tribune and the Deseret News are each published
seven days a week with the Salt Lake Tribune as a morning edition and the
Deseret News as an evening edition.

     LOS ANGELES NEWSPAPER GROUP. The Los Angeles Newspaper Group ("LANG") is
located in Los Angeles County, California, and publishes eight daily newspapers.
LANG consists of the Daily News, the Press-Telegram, which are owned by
MediaNews and newspapers owned by the California Newspapers Partnership, which
include the San Gabriel Valley Newspaper Group, San Bernardino, Ontario, and
Redlands and are described below under "California Newspapers Partnership".
These newspapers cover the San Fernando Valley region of Los Angeles, Long
Beach, Pasadena, West Covina, Whittier, San Bernardino, Ontario, and Redlands,
California. LANG also publishes several weekly newspapers, in addition to those
published by the San Gabriel Valley Newspaper Group, including the Star Watch,
El Economico and Vecinos Del Valle (Spanish language newspapers), which are
distributed in and around the Los Angeles Newspaper Group markets.

     CHARLESTON. Charleston Newspapers, is a joint venture operated under the
terms of a JOA and publishes the Charleston Daily Mail (evening), the Charleston
Gazette (morning) six days a week, and the Sunday Gazette-Mail, on Sunday in
Charleston, West Virginia. All operations, other than news and editorial are
controlled by the joint venture, and profits are split equally. We are
responsible for maintaining the editorial staff and producing the editorial
content for the Charleston Daily Mail.

     YORK. York Newspaper Company, a partnership owned 57.5% by York Newspapers,
Inc. ("YNI"), a wholly owned subsidiary of MediaNews, publishes The York
Dispatch, the York Sunday News and the York Daily Record in York, Pennsylvania,
approximately 30 miles south of Harrisburg, Pennsylvania and 50 miles north of
Baltimore, Maryland. These newspapers are published under the terms of a JOA.
All operations, other than news and editorial, are controlled by the
partnership. YNI maintains its own editorial staff and produces the news and
editorial content of both The York Dispatch and the York Sunday News. The York
Dispatch (evening) and the York Daily Record (morning) are published five days a
week with the York Daily Record published exclusively on Saturday and the York
Sunday News, exclusively on Sunday. The York Newspaper Company also publishes
the Weekly Record each Tuesday.

     BRIDGEPORT. The Connecticut Post is located in Bridgeport, Connecticut and
publishes a morning newspaper seven days a week, distributed primarily in and
around Fairfield County, Connecticut, one of the most affluent counties in the
United States. The Connecticut Post also publishes the Westport News, Fairfield
Citizen-News, Darien News-Review, and the Norwalk Citizen-News, weekly
newspapers distributed in Fairfield County and surrounding areas.

     LOWELL. The Sun is located in Lowell, Massachusetts, approximately 30 miles
north of Boston, and publishes an evening newspaper five days a week and morning
editions on Saturday and Sunday.

     PITTSFIELD. The Berkshire Eagle is located in Pittsfield, Massachusetts,
approximately 30 miles southeast of Albany, New York, and publishes a morning
newspaper seven days a week. The Berkshire Eagle also publishes a weekly
newspaper, The Eagle Shopper.

     LAS CRUCES. The Las Cruces Sun-News is located in Las Cruces, New Mexico,
approximately 45 miles north of El Paso, Texas, and publishes a morning
newspaper seven days a week. The Las Cruces Sun-News also publishes the Voz del
Valle, a weekly Spanish language newspaper, and The Shopping Times, a weekly
shopper.


                                       8
<PAGE>   9


NEWSPAPER PROPERTIES (CONTINUED)

     LEBANON. The Lebanon Daily News is located in Lebanon, Pennsylvania,
approximately 35 miles northeast of York, Pennsylvania. The Lebanon Daily News
publishes an evening newspaper five days a week and morning editions on Saturday
and Sunday. The Lebanon Daily News also publishes the Palm Advertiser, a weekly
newspaper, which is distributed in and around Lebanon, Pennsylvania.

     HANOVER. The Evening Sun is located in Hanover, Pennsylvania, approximately
20 miles southwest of York, Pennsylvania. The Evening Sun publishes an evening
newspaper five days a week and morning editions on Saturday and Sunday. The
Evening Sun also publishes a weekly newspaper, The Community Sun.

     FITCHBURG. The Sentinel & Enterprise is located in Fitchburg,
Massachusetts, approximately 40 miles northwest of Boston, Massachusetts, and
approximately 30 miles west of Lowell, Massachusetts, and publishes an evening
newspaper five days a week and morning editions on Saturday and Sunday. The
Sentinel & Enterprise also publishes nine weekly newspapers: North County
Leader, The Weekender Plus, The Independent, Pepperell Free Press, Townsend
Times, Groton Landmark, Harvard Hillside, The Public Spirit and the Shirley
Oracle, which are distributed in and around areas surrounding Fitchburg and
Nashoba, Massachusetts.

     FARMINGTON. The Daily Times is located in Farmington, New Mexico
approximately 160 miles northwest of Albuquerque, New Mexico and publishes a
morning newspaper seven days a week. The Daily Times also publishes the San Juan
Sun and the Four Corners Business Journal, both weekly newspapers.

     EASTERN COLORADO PUBLISHING COMPANY. Eastern Colorado Publishing Company
("Eastern Colorado") publishes the Fort Morgan Times, the Journal-Advocate and
the Lamar Daily News, daily newspapers published in Fort Morgan, Sterling and
Lamar, Colorado. Each of these daily newspapers also publishes a weekly
newspaper, which includes the Morgan Times Review, J.A. Shopper and the
Tri-State Trader. These weekly newspapers are distributed free in and around
each of the daily newspapers' geographic markets. Eastern Colorado also
publishes the Akron News Reporter, Brush News-Tribune, The Burlington Record,
The Plains Dealer, The Estes Park Trail Gazette and Julesburg Advocate, paid
weekly newspapers distributed in Akron, Brush, Burlington, Estes Park and
Julesburg, Colorado.

     BRATTLEBORO. The Brattleboro Reformer is located in Brattleboro, Vermont,
approximately 65 miles east of Albany, New York, and publishes a morning
newspaper seven days a week. The Brattleboro Reformer also publishes The Town
Crier, a weekly shopper.

     CARLSBAD. The Current-Argus is located in Carlsbad, New Mexico,
approximately 210 miles south of Las Cruces, New Mexico. The Current-Argus
publishes a morning newspaper six days a week (excluding Monday).

     NORTH ADAMS. The North Adams Transcript is located in North Adams,
Massachusetts, approximately 30 miles east of Albany, New York, and publishes an
evening newspaper six days a week (excluding Sunday).

     BENNINGTON. The Bennington Banner is located in Bennington, Vermont,
approximately 35 miles east of Albany, New York, and publishes a morning
newspaper five days a week and a weekend edition. The Bennington Banner also
publishes the Manchester Journal, a paid weekly newspaper distributed on
Wednesdays in Manchester, Vermont, and The Bennington Shopper, a free weekly
shopper.

     DEMING. The Deming Headlight is located in Deming, New Mexico,
approximately 60 miles west of Las Cruces, New Mexico, and publishes a morning
newspaper Monday through Friday.

     ALAMOGORDO. The Alamogordo Daily News is located in Alamogordo, New Mexico,
approximately 100 miles northeast of El Paso, Texas and 65 miles east of Las
Cruces. The Alamogordo Daily News publishes an evening newspaper Monday through
Friday and a Sunday edition.

     GRAHAM. The Graham Leader is located in Graham, Texas, approximately 90
miles northwest of Fort Worth, Texas. The Graham Leader is a biweekly newspaper
with total paid circulation of approximately 9,000. Graham Newspapers also
publishes the Lake Country Sun, the Lake Country Shopper, and The Olney
Enterprise each Thursday; the Jacksboro Gazette-News and The Jack County Herald,
weekly newspapers, published each Monday and Thursday, respectively; and the
Breckenridge American, a bi-weekly newspaper located nearby in Breckenridge,
Texas.


                                       9
<PAGE>   10


NEWSPAPER PROPERTIES (CONTINUED)

CALIFORNIA NEWSPAPERS PARTNERSHIP

     The California Newspapers Partnership includes the following newspaper
properties:

     ANG NEWSPAPERS. ANG Newspapers is headquartered in Oakland, California, and
publishes seven morning newspapers. ANG Newspapers consists of the Oakland
Tribune, The Daily Review, Tri-Valley Herald, The Argus, Alameda Times-Star, San
Mateo County Times, and the Marin Independent Journal. All the newspapers except
the San Mateo County Times also publish a Sunday newspaper. These newspapers
cover the city of Oakland, California, and affluent suburban markets located
immediately south, southeast and southwest of Oakland in Alameda County, Marin
and San Mateo County. ANG Newspapers also publishes The Alameda Accent, San
Bruno Herald, Daly City Record and Brisbane Bee, Times Weekend, Millbrae
Recorder-Progress, The Wave, The Pacifica Tribune, The Milpitas Post, The
Fremont Bulletin, The Berryessa Sun and The Coastside Chronicle on Saturday.

     SAN GABRIEL VALLEY NEWSPAPER GROUP. The San Gabriel Valley Newspaper Group,
is located in West Covina, California, approximately 10 miles east of Los
Angeles California, and publishes three morning daily newspapers, the Pasadena
Star-News, San Gabriel Valley Tribune, and Whittier Daily News. These newspapers
cover the cities of Pasadena, West Covina and Whittier, California. The San
Gabriel Valley Newspaper Group also publishes the Highlander Newspapers, Cheers,
Class Force, Pasadena Commerce, The Real Estate Weekly, The Star, Whittier
Review, and The Shopper, weekly newspapers distributed in and around these same
cities.

     SAN BERNARDINO. The San Bernardino County Sun, is located next to and west
of Ontario. The San Bernardino County Sun publishes a morning newspaper seven
days a week.

     ONTARIO. The Inland Valley Daily Bulletin is located in Ontario,
California, adjacent to West Covina and the San Gabriel Valley Newspaper Group.
The Inland Valley Daily Bulletin publishes a morning newspaper seven days a
week.

     CHICO/OROVILLE. The Enterprise-Record is located in Chico, California,
approximately 150 miles northeast of San Francisco. The Enterprise-Record
publishes a morning newspaper seven days a week in Chico and publishes an
Oroville edition, The Mercury-Register, six mornings a week (excluding Sunday).

     EUREKA. The Times-Standard is located in Eureka, California, approximately
250 miles north of San Francisco, and publishes a morning newspaper seven days a
week. The Times-Standard also publishes three weekly newspapers, Times-Standard
Plus, On The Market, and Tri-City Weekly, which are distributed in and around
the areas surrounding Eureka, California.

     VALLEJO. The Times-Herald is located in Vallejo California, approximately
40 miles north of Oakland, California and publishes a morning newspaper seven
days a week.

     WOODLAND. The Daily Democrat is located in Woodland, California,
approximately 50 miles from Vallejo and 100 miles from Chico, California. The
Daily Democrat publishes an evening newspaper seven days a week.

     LAKEPORT. The Lake County Record-Bee is located in Lakeport, California,
approximately 120 miles from north of San Francisco. The Lake County Record-Bee
publishes a morning newspaper five days a week (excluding Sunday and Monday).
The Lake County Record-Bee also publishes weekly newspapers and shoppers
including the Clearlake Observer-American, Willits News, Penny Slaver, and
Bee-Smart Shopper, all distributed in and around Lakeport, California.

     UKIAH. The Ukiah Daily Journal is located in Ukiah, California,
approximately 110 miles north of San Francisco and 140 miles south of Eureka,
California. The Ukiah Daily Journal publishes an evening newspaper six days a
week (excluding Saturday).

     RED BLUFF. The Daily News is located in Red Bluff, California,
approximately 40 miles north of Chico, California and publishes an evening
newspaper six days a week (excluding Sunday).

     REDLANDS. The Redlands Daily Facts is located in southern San Bernardino
County and publishes an evening newspaper six days a week (excludes Saturday).



                                       10
<PAGE>   11


ADVERTISING AND CIRCULATION REVENUES

     Advertising revenues are the largest component of a newspaper's revenues
followed by circulation revenues. 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). The
contributions of Retail, National, Classified and Circulation revenue to total
revenues for fiscal years 2001, 2000, and 1999 were as follows:

<Table>
<Caption>
                                                                   Garden State
                                       MediaNews Group,              Newspapers
                                     Inc. & Subsidiaries        Inc. & Subsidiaries
                                 ----------------------------   -------------------
                                               Fiscal Years Ended June 30,
                                 --------------------------------------------------
                                     2001            2000              1999
                                 ------------    ------------   -------------------
<S>                              <C>             <C>            <C>
Retail .......................             39%             39%               40%
National .....................              6               6                 4
Classified ...................             34              36                33
Circulation ..................             17              16                20
Other ........................              4               3                 3
                                 ------------    ------------      ------------
                                          100%            100%              100%
                                 ============    ============      ============
</Table>

NEWSPRINT

     Newsprint is one of the largest costs of producing a newspaper. We buy
newsprint from several suppliers under arrangements, resulting in what we
believe are 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, 2000, and 1999, we consumed
approximately 226,000, 293,000, and 140,000 tons of newsprint, respectively,
and, during the same periods, incurred newsprint expense of approximately $126.0
million, $147.2 million, and $75.1 million, respectively. Newsprint expense as a
percentage of revenue from our newspaper operations for fiscal years 2001, 2000
and 1999 was approximately 14.9%, 15.7%, and 12.8%, respectively. Newsprint
expense in fiscal year 2001 decreased primarily due to the formation of DNA on
January 23, 2001. Prior to the formation of DNA, The Denver Post's newsprint
expense was consolidated in our results. Now the operations of DNA are accounted
for under the equity method. 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 and our market dominant
suburban newspapers, our newsprint expense as a percentage of revenue was
greater in prior year. See "Near Term Outlook" on page 26 for additional
information on of newsprint pricing.

EMPLOYEE RELATIONS

     We employ at our consolidated entities and unconsolidated JOAs
approximately 8,500 full-time and 2,700 part-time employees, of which
approximately 3,600 are unionized. There has never been a strike or work
stoppage against any of our newspapers during our ownership, and we believe that
our relations with our employees are generally good.

SEASONALITY

     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 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 our weakest revenue quarter of the year.

COMPETITION

     Each of our newspapers compete for advertising revenue to varying degrees
with magazines, radio, television and cable television, as well as with some
weekly publications, direct mail and other advertising media, including
electronic media. 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



                                       11
<PAGE>   12


COMPETITION (CONTINUED)

and information source, with strong name recognition in their market 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 metro 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. We may from time to time
compete with other companies which have greater financial resources than us.

ELECTRONIC MEDIA

     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 or meaningful research on how to effectively
measure viewers and penetration levels, we do not see advertisers making a
significant commitment to advertise on the internet in the near future. Only
after the issues mentioned above are resolved do 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 will allow us to
capture our share of the advertising dollars spent on the internet now and in
the future.

     MNGi, MediaNews' electronic publishing division, is responsible for
developing and maintaining a website for each of our daily newspapers. In the
fourth quarter of fiscal year 2001, MNGi began the installation of a state of
the art internet publishing system. MNGi also continues to develop strategic
alliances to enhance content, functionality and delivery of advertising and
information over the internet. In addition, we have made strategic investments
in AdOne, Mortgage Rate Watch/See It Buy It, and Employment Specialists, each of
which is an integral part of our online strategy. We believe the design,
functionality, and content of our websites have attracted viewers that
continually return to our websites for news and information, a key for
advertisers. Our online newspapers can be found at www.newschoice.com.

ITEM 2. PROPERTY

     Our production facilities are, in most cases, complete newspaper production
and office facilities, but also include television and radio stations. The
principal operating facilities we own are located in Denver, Sterling, Fort
Morgan and Lamar, Colorado; Salt Lake City, Utah; San Mateo, Union City, Marin,
West Covina, Long Beach, Woodland Hills, Valencia, Eureka, San Bernardino,
Ontario, Chico, Vallejo, Woodland, Lakeport, Fort Bragg, and Red Bluff,
California; York, Hanover and Lebanon, Pennsylvania; Pittsfield, North Adams,
Lowell, Ayer and Fitchburg, Massachusetts; Bridgeport, Connecticut; Las Cruces,
Carlsbad, Alamogordo, and Farmington, New Mexico; Bennington and Brattleboro,
Vermont; Graham and Breckenridge, Texas; Anchorage, Alaska; and Charleston, West
Virginia. Certain facilities located in Denver, Colorado; Oakland, Pasadena and
Pleasanton, California are operated under long-term leases. With the formation
of DNA in Denver, the Denver long-term lease obligations were transferred to
DNA.

     We believe that all of our properties are generally well maintained, in
good condition and suitable for current operations. Our equipment is adequately
insured.

ITEM 3. LEGAL PROCEEDINGS

     In December 2000, Salt Lake Tribune Publishing Company ("Salt Lake
Publishing") brought a lawsuit and moved for a preliminary injunction against
MediaNews, AT&T Corporation, and AT&T Broadband, LLC. That lawsuit is now
pending in the United States District Court for the District of Utah as case
number 2:00 CV 936. Salt Lake Publishing, the manager of the Salt Lake Tribune,
a newspaper owned by our wholly owned subsidiary Kearns-Tribune, LLC ("Kearns
LLC"), initially moved to prevent MediaNews from acquiring Kearns LLC from AT&T
Broadband, LLC. The district court denied the preliminary injunction motion by
order dated December 15, 2000, and we acquired Kearns LLC on January 2, 2001.
Salt Lake Publishing filed a second motion for a preliminary injunction claiming
that actions taken by Kearns LLC after its acquisition by MediaNews breached a
certain Management Agreement and a certain Option Agreement between Kearns, LLC
and Salt Lake Publishing, both of which are dated July 31, 1997. That motion
sought to restore certain Salt Lake Publishing employees to certain director and
officer positions at the Newspaper Agency



                                       12
<PAGE>   13



ITEM 3. LEGAL PROCEEDINGS (CONTINUED)

Corporation from which they were removed, and to suspend the implementation of
various amendments to a Joint Operating Agreement between Kearns LLC and the
Deseret News Publishing Company ("Deseret Publishing"), the publisher of the
Deseret News, the other party to the Joint Operating Agreement. The District
Court granted Salt Lake Publishing's motion in part by order dated February 21,
2001. This order is currently on appeal in the United States Court of Appeals
for the Tenth Circuit. Salt Lake Publishing has amended its complaint several
times and currently asserts against MediaNews and Kearns, LLC various claims,
including claims for breaches of contract, tort claims and claims for
declaratory and injunctive relief -- all filed relating to the Management,
Option, and Joint Operating Agreements. Salt Lake Publishing seeks, among other
things, both compensatory and punitive damages. Salt Lake Publishing recently
requested leave to file a fourth amended complaint, which would not
significantly change the current complaint as it relates to MediaNews.

     On April 9, 2001, Deseret Publishing brought a lawsuit against Kearns LLC
and Salt Lake Publishing that is now pending in the Second Judicial District
Court, Davis County, State of Utah as case number 010700147. Deseret Publishing
seeks, among other things, declaratory and injunctive relief as to the meaning
and enforceability of the Management, Option and Joint Operating Agreements. In
particular, Deseret Publishing seeks a declaration that the Management Agreement
is unenforceable to the extent that it purports to authorize Salt Lake
Publishing to take certain required or permitted actions under the Joint
Operating Agreement on behalf of Kearns LLC.

     This litigation with Salt Lake Publishing involves, among other things, the
enforceability of the Option Agreement, which purports to provide Salt Lake
Publishing with an option to purchase certain assets related to the Salt Lake
Tribune in July 2002 at the then fair market price. Our financial advisers have
advised us that the current fair market value of those assets is significantly
in excess of what we paid for them. Accordingly, although we are not in a
position at this time to comment on the likely outcome of the litigation, we do
not believe that the litigation will materially affect our financial condition
in a negative way. The cost of defending these lawsuits may be substantial. The
estimated costs associated with the State of Utah lawsuit, case number
010700147, have been capitalized as acquisition costs through purchase
accounting, as the events, which ultimately brought this lawsuit, preceded our
acquisition of Kearns LLC.

     The Company is involved in other litigation arising in the ordinary course
of business. In our opinion, the outcome of these legal proceedings will not
have a material adverse impact on our financial position or results of
operations.

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 wastes or otherwise relating to protection of the
environment. Compliance with these laws has not had, and we do not expect it to
have, a material effect upon our capital expenditures, net income or competitive
position.

     Environmental laws and regulations and their interpretation, however, have
changed rapidly in recent years and may continue to do so in the future.
Environmental Assessment Reports of our properties have identified historic
activities on certain of these properties, as well as current and historic uses
of properties in surrounding areas, which may affect our properties and require
further study or remedial measures. No material remedial measures are currently
anticipated or planned by us or required by regulatory authorities 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 a material environmental condition
not known to us, or that a material environmental condition does not otherwise
exist as to any such property.

     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.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

     None.



                                       13
<PAGE>   14


                                     PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED SHAREHOLDER MATTERS.

     The Class A Common Stock is not registered and has no established trading
market and is not widely held. As of September 18, 2001, there were 25
shareholders of record.

     We have never paid a dividend on our common stock and do not intend to pay
any cash dividends on our common stock in the foreseeable future. In addition,
our long-term debt agreements contain covenants, which among other things
restrict the payment of dividends to our shareholders.







                                       14
<PAGE>   15


ITEM 6. SELECTED FINANCIAL DATA

<Table>
<Caption>
                                                        MediaNews Group,
                                                      Inc. & Subsidiaries       Garden State Newspapers Inc. & Subsidiaries(c)
                                                 ----------------------------   ----------------------------------------------
                                                                         Fiscal Years Ended June 30,
                                                 ----------------------------------------------------------------------------
                                                     2001            2000           1999(b)         1998(b)         1997(b)
                                                 ------------    ------------    ------------    ------------    ------------
                                                                            (Dollars in Thousands)
<S>                                              <C>             <C>             <C>             <C>             <C>

INCOME STATEMENT DATA(a):
Revenues
     Advertising .............................   $    673,678    $    769,976    $    440,734    $    345,169    $    255,238
     Circulation .............................        144,236         148,194         113,515          93,620          51,264
     Other ...................................         35,272          28,936          15,936          14,421          11,583
                                                 ------------    ------------    ------------    ------------    ------------
Total Revenues ...............................        853,186         947,106         570,185         453,210         318,085


Cost of Sales ................................        313,409         339,660         182,544         150,202         112,476
Selling, General and Administrative ..........        382,549         421,981         253,506         197,872         130,458
Depreciation and Amortization ................         64,480          62,438          43,884          39,279          25,119
Interest Expense .............................         82,241          75,758          56,765          45,629          32,239
Equity Income in Unconsolidated JOAs .........         10,344           2,656           1,894              --              --
Gain on Sale of Newspaper Properties .........         74,255         117,621              --          31,829          30,575
Minority Interest ............................         40,927          34,092          12,295           6,192           5,800
Income Before Income Taxes
     and Extraordinary Items .................         39,271         124,976          10,030          34,392          34,577
Net Income (Loss) ............................         25,227         130,383            (822)         29,600          24,739


OTHER FINANCIAL DATA:
Capital Expenditures .........................   $     19,611    $     25,505    $     13,005    $     11,397    $      9,973
Cash Flow from:
     Operating Activities ....................         42,764          96,181          61,891          63,441          39,040
     Investing Activities ....................       (306,620)        118,144         (70,670)       (208,740)       (149,794)
     Financing Activities ....................        126,373         (74,438)         10,332         137,633         115,699

EBITDA(d) ....................................   $    157,228    $    185,465    $    134,135    $    105,136    $     75,151
Minority Interest EBITDA(d) ..................        (45,647)        (44,298)        (14,939)         (7,021)         (6,561)
Combined EBITDA of Unconsolidated JOAs(d) ....         25,568           4,881           3,279              --              --
                                                 ------------    ------------    ------------    ------------    ------------
EBITDA Available to Company(d) ...............   $    137,149    $    146,048    $    122,475    $     98,115    $     68,590
                                                 ------------    ------------    ------------    ------------    ------------

BALANCE SHEET DATA:
Total Assets .................................   $  1,388,732    $  1,138,892    $    846,454    $    656,979    $    432,295
Long-Term Debt and Capital Leases, net of
     cash and Minority Interest in Long-Term
     Debt ....................................        991,373         683,932         758,937         520,430         346,540
Other Long-Term Liabilities and
     Obligations .............................         23,420          17,633           7,543           6,479           5,092
Total Shareholders' Equity (Deficit) .........         22,737             939        (150,901)         33,547           3,947
</Table>

----------
  (Footnotes on the following page)


                                       15
<PAGE>   16


(Footnotes from preceding page)

(a)  Revenues and operating expenses are affected by the following significant
     acquisition and disposition transactions. The revenue numbers provided
     below are from the actual fiscal year results of operations of the
     respective newspapers since the date of acquisition or prior to their
     disposition.

     FISCAL YEAR 2001

     o    Effective October 1, 2000, we acquired all of the assets used in the
          publication of the Connecticut Post, a morning newspaper published in
          Bridgeport, Connecticut for approximately $194.0 million, net of
          capital of approximately $5.0 million. This newspaper contributed
          approximately $48.9 million of revenue in fiscal year 2001.

     o    Effective October 1, 2000, The Sun Company of San Bernardino
          California ("Gannett") contributed the Marin Independent Journal,
          published in Marin, California, to the California Newspapers
          Partnership. Effective with the contribution, MediaNews, Donrey
          Newspapers LLC ("Donrey") and Gannett's 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. This newspaper contributed approximately
          $22.5 million to revenue in fiscal year 2001.

     o    Effective October 31, 2000, we 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 Current-Argus, a daily newspaper located in
          Carlsbad, New Mexico, valued at approximately $7.0 million. The sale
          resulted in a pre-tax gain of approximately $23.6 million. The
          newspapers in the Southwestern Iowa cluster contributed approximately
          $4.0 million in revenue in fiscal year 2001 prior to the sale and
          approximately $11.5 million in fiscal year 2000. The Carlsbad
          newspaper contributed approximately $2.0 million in revenue in fiscal
          year 2001.

     o    Effective January 2, 2001, we purchased the stock of Kearns-Tribune,
          LLC for $200.0 million. Kearns-Tribune, LLC owns the masthead of the
          Salt Lake Tribune and a 50% interest in the Newspaper Agency
          Corporation ("NAC"). Net income of the NAC is distributed 58% to
          Kearns-Tribune LLC and 42% to the Deseret News Publishing Company. The
          NAC publishes the Salt Lake Tribune (morning) and the Deseret News
          (evening) under the terms of a JOA between Kearns-Tribune, LLC and the
          Deseret News Publishing Company. We account for our investment in the
          NAC under the equity method.

     o    Effective January 23, 2001, MediaNews Group and E.W. Scripps Company,
          owner of the Rocky Mountain News, began the operations of the Denver
          Newspaper Agency. Upon formation of the 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.
          In addition to the assets contributed to DNA, Scripps also paid
          MediaNews $60.0 million to obtain its 50% interest in the DNA. We
          recognized a pre-tax gain on the payment from Scripps of approximately
          $46.7 million. Prior to formation of the DNA, The Denver Post
          contributed approximately $139.7 million in revenue in fiscal 2001 and
          approximately $242.5 million in fiscal 2000. Our total revenues have
          declined because we no longer consolidate the operations of The Denver
          Post that were transferred to DNA. Our investment in DNA is accounted
          for under the equity method.

     o    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, resulting
          in a pre-tax gain of approximately $4.6 million. This newspaper
          contributed approximately $1.8 million in revenue in fiscal year 2001
          prior to the sale and approximately $2.8 million in fiscal year 2000.

     o    Effective February 1, 2001, the California Newspapers Partnership
          purchased substantially all of the assets used in the publications of
          the Lake County Record-Bee, Clearlake Observer-American, Willits News,
          Penny Slaver, and Bee-Smart Shopper, located in and around Lakeport,
          California, for approximately $7.3 million. These publications
          contributed approximately $1.7 million in revenue in fiscal year 2001.

     o    Effective March 31, 2001, we 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. This newspaper
          contributed approximately $0.6 million in revenue in fiscal year 2001.

     o    Effective May 31, 2001, we 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. This
          newspaper contributed approximately $0.1 million in revenue in fiscal
          year 2001.

     FISCAL YEAR 2000

     o    In fiscal year 2000, MediaNews and Garden State merged, with MediaNews
          as the surviving entity and the successor issuer to Garden State
          Newspapers, Inc. MediaNews, which owns 80% of the Denver Post
          Corporation, has been consolidated with the operations of MediaNews
          effective July 1, 1999.

     o    Effective July 31, 1999, the California Newspapers Partnership sold
          the assets of The Hemet News and Moreno Valley Times for pre-tax gain
          of approximately $3.3 million. These newspapers each contributed
          approximately $0.4 million to revenue in fiscal year 2000 and 1999,
          respectively.

     o    Effective October 1, 1999 and January 1, 2000, the California
          Newspapers Partnership purchased a shopper in Ukiah, California and a
          weekly newspaper in Milpitas, California, respectively, for
          approximately $2.7 million. These weekly newspapers contributed
          approximately $1.4 million to revenue in fiscal year 2000.

     o    Effective October 31, 1999, we acquired substantially all of the
          assets used in the publication of the Deming Headlight, a morning
          newspaper published in Deming, New Mexico, for approximately $2.0
          million cash. This newspaper contributed approximately $0.7 million in
          revenue during 2000.

     o    Effective March 1, 2000, we acquired substantially all the assets used
          in the publication of six weekly newspapers and three monthly
          publications, distributed in and around Ayer, Massachusetts, for
          approximately $4.2 million. These weekly newspapers contributed
          approximately $0.8 million to revenue in fiscal year 2000.

     o    Effective May 26, 2000, we acquired the stock of Northern Television,
          Inc. KTVA, a CBS affiliate broadcasting in Anchorage, Alaska, for
          approximately $7.0 million. KTVA contributed $0.3 million to revenue
          in fiscal year 2000.

     (Footnotes continued on following page)



                                       16
<PAGE>   17
     (Footnotes continued from preceding page)

     FISCAL YEAR 2000 (CONTINUED)

     o    Effective June 30, 2000, we sold substantially all of the assets used
          in the publication of The Express Times, in Easton, Pennsylvania; the
          Gloucester County Times, in Woodbury, New Jersey; Today's Sunbeam, in
          Salem, New Jersey; The Bridgeton News, in Bridgeton, New Jersey and
          our North Jersey weekly newspapers for $145.0 million. We recognized a
          pre-tax gain on the sale of approximately $114.3 million. These
          newspapers contributed approximately $55.0 million and $53.3 million
          of revenue in fiscal years 2000 and 1999, respectively.

     FISCAL YEAR 1999

     o    Effective August 22, 1998 we acquired a 50% interest in Charleston
          Newspapers, for approximately $47.0 million, a joint venture, 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. We account for our investment in Charleston Newspapers
          under the equity method.

     o    Effective October 1, 1998 we acquired substantially all of the assets
          used in the publication of the Daily Times, a morning newspaper
          published in Farmington, New Mexico for approximately $14.9 million.
          This newspaper contributed approximately $5.0 million of revenue in
          fiscal year 1999.

     o    Effective March 31, 1999, through our wholly owned subsidiary, West
          Coast MediaNews LLC, we formed the California Newspapers Partnership
          with Donrey Newspapers LLC ("Donrey") and the Sun Company of San
          Bernardino California ("Gannett"). We contributed ANG Newspapers,
          comprised of six daily newspapers published in the San Francisco Bay
          area; San Gabriel Valley Newspapers Group, which includes three daily
          newspapers published in the Los Angeles area; and the Times-Standard,
          a daily newspaper published in Eureka, California in exchange for a
          58.8% partnership interest. The Donrey and Gannett newspapers
          contributed to the partnership added approximately $31.6 million of
          revenue in fiscal year 1999.

     FISCAL YEAR 1998

     o    Effective July 31, 1997, we acquired substantially all the assets used
          in the publication of The Sun, an evening newspaper published in
          Lowell, Massachusetts, for approximately $60.8 million. This newspaper
          contributed $22.3 million of revenue in fiscal 1998.

     o    Effective December 5, 1997, we sold substantially all the assets used
          in the publication of the North Jersey Herald & News and sixteen
          weekly publications for $43.0 million. We recognized a pre-tax gain on
          the sale of approximately $31.8 million. These newspapers contributed
          $16.2 million of revenues prior to the sale in fiscal year 1998.

     o    Effective December 16, 1997, we acquired substantially all the assets
          used in the publication of the Press-Telegram, a daily newspaper
          published in Long Beach, California, for approximately $38.2 million.
          This newspaper contributed approximately $22.7 million of revenue in
          fiscal year 1998.

     o    Effective January 29, 1998, we acquired substantially all the assets
          used in the publication of the Daily News, a daily newspaper published
          in the San Fernando Valley of Los Angeles, California, for
          approximately $130.0 million. This newspaper contributed approximately
          $36.9 million of revenue in fiscal year 1998.

     o    Effective May 1, 1998, we acquired substantially all the assets used
          in the publication of the Valley News Today, a morning newspaper
          published five times a week in Shenandoah Iowa, and seven weekly
          publications distributed primarily in Shenandoah and Dennison, Iowa,
          for approximately $5.7 million. These newspapers contributed
          approximately $0.7 million of revenue in fiscal year 1998.

     o    Effective May 11, 1998 we acquired substantially all the assets used
          in the publication of The Tri-City Weekly, a weekly newspaper
          published in Eureka, California for approximately $3.1 million. This
          newspaper contributed approximately $0.4 million of revenue in fiscal
          year 1998.

(b)  CHANGE IN ACCOUNTING PRINCIPLE. 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:
     (i) consolidation for the JOAs we control, and (ii) the equity method for
     the JOAs we do not control. Accordingly, fiscal year 1999, 1998 and 1997
     financial statements have been reclassified to reflect this change in
     accounting. Our JOAs new for fiscal year 2001 are both accounted for under
     the equity method.

(c)  CORPORATE REORGANIZATION. During fiscal year 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 fiscal years 2001 and 2000
     include 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 years 1999, 1998 and 1997 include Garden State
     Newspapers, Inc. information only.

(d)  EBITDA AND EBITDA AVAILABLE TO COMPANY. EBITDA and 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. EBITDA and EBITDA Available to Company should not
     be considered as a measure of profitability, liquidity or as 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 or any other GAAP measure as an indicator of our
     performance.

     EBITDA is calculated by deducting cost of sales, selling and general and
     administrative expense from total revenues. EBITDA Available to Company is
     calculated by: (i) reducing EBITDA by the minority's interest in the EBITDA
     generated from the California Newspapers Partnership, York Newspaper
     Company, and the Denver Post Corporation, our less than 100% owned
     consolidated subsidiaries; and (ii) increasing EBITDA by our combined
     proportionate share of the EBITDA generated by our unconsolidated JOAs, in
     Denver, Salt Lake City and Charleston.



                                       17
<PAGE>   18


ITEM 7. 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 websites related thereto. In addition, we own radio stations in Graham and
Breckenridge, Texas and Anchorage, Alaska. We also own a CBS affiliate
television station in Anchorage, Alaska. However the combined results of these
non-newspaper operations are insignificant to us, comprising less than 0.5% of
our consolidated revenue. Our newspapers derive their revenues primarily from
advertising and circulation. Our primary operating expenses (before depreciation
and amortization) are employee salaries, newsprint, marketing, and distribution.

     Since our inception, we have grown primarily through acquisitions, some of
which are leveraged. A large portion of the value of the assets acquired in
these transactions are attributable to intangible assets, principally subscriber
accounts, mastheads and goodwill, which we believe are generally the most
valuable assets of a newspaper. As a result amortization expense associated with
these intangible assets, interest expense associated with acquisition
indebtedness, debt fees and make whole premiums, we have historically operated
at a loss or near break-even levels (before factoring in the gain from the sale
of newspaper properties).

BASIS OF PRESENTATION

     As a result of the reorganization previously discussed, the consolidated
financial statements dated June 30, 2001 and 2000 include the consolidated
results of operations of MediaNews and its subsidiaries, which includes The
Denver Post Corporation and the operations of the company formerly known as
Garden State Newspapers, Inc. and subsidiaries ("Garden State"). The financial
statement data for June 30, 1999, included in this Form 10-K, only includes
Garden State.

     Since July 1, 1998, we have completed several strategic transactions that
have significantly affected our financial condition and results of operations.
The following is a summary of these transactions.

     Fiscal 2001 Transactions

     Effective October 1, 2000, we acquired 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. Proceeds of
approximately $145.0 million from the sale of newspapers on June 30, 2000 and
borrowings under our bank credit facility were used to fund the acquisition.

     Effective October 1, 2000, Gannett contributed the Marin Independent
Journal, published in Marin, California, to the California Newspapers
Partnership. Effective with the contribution, MediaNews, Donrey and Gannett's
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. The Marin Independent Journal is operated in
conjunction with the ANG Newspapers.

     Effective October 31, 2000, we 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
Current-Argus, a daily newspaper published in Carlsbad, New Mexico, valued at
approximately $7.0 million, plus adjustments for working capital. The sale
resulted in a pre-tax gain of approximately $23.6 million.

     Effective January 2, 2001, we purchased the stock of Kearns-Tribune, LLC
for approximately $192.0 million, net of cash on hand at the Newspaper Agency
Corporation ("NAC"), $7.3 million of which was distributed to us shortly after
the acquisition. Kearns-Tribune, LLC owns the masthead of the Salt Lake Tribune
and a 50% interest in the NAC. The NAC is operated under the terms of a JOA
between Kearns-Tribune, LLC and the Deseret News Publishing Company, which
publishes the Deseret News. While Kearns-Tribune, LLC owns 50% of the NAC, net
income of the JOA is distributed 58% to Kearns-Tribune, LLC and 42% to the
Deseret News Publishing Company.



                                       18
<PAGE>   19


ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS (CONTINUED)

     Fiscal 2001 Transactions (continued)

     Effective 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 ("DNA"). 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. In addition
to the assets contributed to DNA, Scripps paid MediaNews $60.0 million to obtain
its 50% interest in the Agency. We have recognized a gain of approximately $46.7
million, net of expenses, on the payment from Scripps.

     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
discussed below.

     Effective February 1, 2001, the California Newspapers Partnership purchased
substantially all of the assets used in the publications of the Lake County
Record-Bee, Clearlake Observer-American, Willits News, Penny Slaver, and
Bee-Smart Shopper, all of which are located in and around Lakeport, California,
for approximately $7.3 million in cash, net of working capital.

     Effective March 31, 2001, we 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 May 31, 2001, we 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.

     Fiscal 2000 Transactions

     Effective July 31, 1999, the California Newspapers Partnership sold the
assets of The Hemet News and Moreno Valley Times for a pre-tax gain of
approximately $3.3 million. A portion of the proceeds from the sale was used to
purchase the California Newspapers Partnership newspaper assets described below.
The remaining cash was distributed to the partners in the California Newspapers
Partnership.

     Effective October 1, 1999 and January 1, 2000, California Newspapers
Partnership purchased The Hometown Shopper in Ukiah, California and a weekly
newspaper the Milpitas Post, in Milpitas, California, respectively. The purchase
price of approximately $2.7 million included cash and future payments under
covenants not to compete.

     Effective October 31, 1999, we acquired substantially all of the assets
used in the publication of the Deming Headlight, a morning newspaper published
in Deming, New Mexico, for approximately $2.0 million cash.

     Effective March 1, 2000, we acquired substantially all the assets used in
the publication of six weekly newspapers and three monthly publications,
distributed in and around Ayer, Massachusetts. The purchase price of
approximately $4.2 million, included cash, a note payable and future payments
under covenants not to compete.

     Effective May 26, 2000, we acquired the stock of Northern Television, Inc.,
which operates KTVA, a CBS affiliate, in Anchorage, Alaska, for approximately
$7.0 million, including assumed debt. Subsequent to the acquisition, Northern
Television was renamed the Alaska Broadcasting Company. In addition, we
exchanged a note payable assumed in the transaction for 5% of Alaska
Broadcasting Company's common stock.

     Effective June 30, 2000, we sold substantially all of the assets used in
the publication of The Express Times, in Easton Pennsylvania; the Gloucester
County Times, in Woodbury, New Jersey; Today's Sunbeam, in Salem, New Jersey;
the Bridgeton News, in Bridgeton, New Jersey and our North Jersey weekly
newspapers for $145.0 million in cash, plus an adjustment for working capital of
approximately $4.8 million. We recognized a pre-tax gain on the sale of
approximately $114.3 million, net of selling expenses.

     Fiscal 1999 Transactions

     Effective August 22, 1998, we acquired a 50% interest in Charleston
Newspapers for approximately $47.0 million. Charleston Newspapers is a joint
venture, 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 included rights to the masthead of the Charleston Daily
Mail. The news and editorial functions are completely separate from the JOA and
thus, we are responsible for the editorial content of the Charleston Daily Mail.



                                       19
<PAGE>   20


ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS (CONTINUED)

     Fiscal 1999 Transactions (continued)

     Effective October 1, 1998, we acquired substantially all of the assets used
in the publication of the Daily Times, a morning newspaper published in
Farmington, New Mexico, for approximately $14.9 million in cash and discounted
notes with the prior owners.

     Effective March 31, 1999, through our wholly owned subsidiary, West Coast
MediaNews LLC, we formed the California Newspapers Partnership with Donrey
Newspapers LLC ("Donrey") and the Sun Company of San Bernardino California
("Gannett"). We contributed ANG Newspapers, comprised of six daily newspapers
published in the San Francisco Bay area; San Gabriel Valley Newspapers, which
includes three daily newspapers published in the Los Angeles area; and the
Times-Standard, a daily newspaper published in Eureka, California; and all the
weekly publications published by these daily newspapers in exchange for a 58.8%
partnership interest. Donrey contributed ten daily newspapers and two non-daily
newspapers, located in California, most of which are located in close proximity
to our newspaper publications, in exchange for a 28.5% partnership interest.
Gannett contributed the San Bernardino County Sun in exchange for a 12.7%
partnership interest. The properties comprising the California Newspapers
Partnership and the related partners' interests have changed to reflect
the fiscal 2001 contribution of Marin to the Partnership.

RESULTS OF OPERATIONS

     Set forth below is certain summary historical financial data for fiscal
years ended 2001, 2000, and 1999, in each case including the percentage change
between fiscal years.

<Table>
<Caption>
                                                                     Summary Historical Financial Data
                                                                           (Dollars in thousands)

                                                    MediaNews Group, Inc.       Garden State
                                                       & Subsidiaries         Newspapers, Inc.
                                                ----------------------------  ----------------
                                                        Fiscal Years Ended June 30,                    Fiscal Years Ended June 30,
                                                ----------------------------------------------       ------------------------------
                                                    2001            2000            1999(a)          2001 vs. 2000    2000 vs. 1999
                                                ------------    ------------     -------------       -------------    -------------
<S>                                             <C>             <C>              <C>                 <C>              <C>

Total Revenues ..............................   $    853,186    $    947,106     $    570,185                (9.9)%           66.1%

Cost of Sales ...............................        313,409         339,660          182,544                (7.7)            86.1
Selling, General and Administrative .........        382,549         421,981          253,506                (9.3)            66.5
Depreciation and Amortization ...............         64,480          62,438           43,884                 3.3             42.3
Interest Expense ............................         82,241          75,758           56,765                 8.6             33.5
Other .......................................         14,908           8,478           13,055                75.8            (35.1)
                                                ------------    ------------     ------------        ------------     ------------
   Total Costs and Expenses .................        857,587         908,315          549,754                (5.6)            65.2

Equity Income in Unconsolidated JOAs ........         10,344           2,656            1,894               289.5             40.2

Minority Interest ...........................         40,927          34,092           12,295                20.0            177.3

Net Income (Loss) ...........................         25,227         130,383             (822)              (80.7)             (b)

EBITDA ......................................   $    157,228    $    185,465     $    134,135               (15.2)%           38.3%
Minority Interest EBITDA(c) .................        (45,647)        (44,298)         (14,939)                3.0            196.5
Combined EBITDA of Unconsolidated JOAs(d) ...         25,568           4,881            3,279               423.8             48.9
                                                ------------    ------------     ------------        ------------     ------------
   EBITDA Available to Company ..............   $    137,149    $    146,048     $    122,475                (6.1)%           19.2%
                                                ------------    ------------     ------------        ------------     ------------
</Table>

     (a)  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: (i) consolidation
          for the JOAs we control, and (ii) the equity method for the JOAs we do
          not control. Accordingly, the fiscal year 1999 data above has been
          reclassified to reflect this change in accounting. While all periods
          presented above reflect this change in accounting, fiscal year 2001
          comparisons are difficult since The Denver Post operations, after
          formation of DNA on January 23, 2001, are no longer consolidated and
          are now included in Equity Income in Unconsolidated JOAs as explained
          in footnote (d). However, editorial expenses of The Denver Post
          continue to be reflected in cost of sales, reducing our operating
          margins.

     (b)  Not meaningful.

     (c)  Includes minority interest in EBITDA of the California Newspapers
          Partnership, the Denver Post Corporation and York Newspaper Company.

     (d)  Includes our proportionate share of EBITDA from JOAs in Denver, Salt
          Lake City, and Charleston.



                                       20
<PAGE>   21
RESULTS OF OPERATIONS (CONTINUED)

     SUMMARY SUPPLEMENTAL PRO FORMA FINANCIAL DATA

     The following summary supplemental pro forma financial data presents the
results of operations of our JOA investments using pro-rata consolidation. Our
JOAs include York Newspaper Company, and Charleston Newspapers for all periods
presented, The Denver Newspaper Agency since inception, and the Newspaper Agency
Corporation (Salt Lake City) since acquisition. Prior to the Financial
Accounting Standards Board issuing EITF 00-1, we presented the results of our
JOA operations using pro-rata consolidation. See Note 3 of the consolidated
financial statements for additional discussion of the accounting for our JOAs.

   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>
                                                               Pro Forma Financial Data
                                                                (Dollars in thousands)

                                            MediaNews Group, Inc.       Garden State
                                                & Subsidiaries        Newspapers, Inc.
                                        ----------------------------  ----------------
                                                   Fiscal Years Ended June 30,             Fiscal Years Ended June 30,
                                        ---------------------------------------------     ------------------------------
                                            2001            2000             1999         2001 vs. 2000    2000 vs. 1999
                                        ------------    ------------     ------------     -------------    -------------
<S>                                     <C>             <C>              <C>              <C>             <C>

Total Revenues ......................   $    979,208    $    948,508     $    568,637               3.2%            66.8%

Cost of Sales .......................        367,295         342,764          183,845               7.2             86.4
Selling, General and Administrative..        436,993         423,741          254,923               3.1             66.2
Depreciation and Amortization .......         72,890          63,820           44,825              14.2             42.4
Interest Expense ....................         82,161          75,489           56,479               8.8             33.7
Other ...............................         21,027           8,798           13,014             139.0            (32.4)
                                        ------------    ------------     ------------      ------------     ------------
   Total Costs and Expenses .........        980,366         914,612          553,086               7.2             65.4

Minority Interest ...................         30,596          26,541            5,521              15.3            380.7

Net Income (Loss) ...................         25,227         130,383             (822)            (80.7)             (a)

EBITDA ..............................   $    174,920    $    182,003     $    129,869              (3.9)%           40.1%
Minority Interest EBITDA(b) .........        (37,771)        (35,955)          (7,394)              5.1            386.3
                                        ------------    ------------     ------------      ------------     ------------
   EBITDA Available to Company ......   $    137,149    $    146,048     $    122,475              (6.1)%           19.2%
                                        ============    ============     ============      ============     ============
</Table>

     (a)  Not meaningful.

     (b)  Includes minority interest in EBITDA of the California Newspapers
          Partnership and the Denver Post Corporation.



                                       21
<PAGE>   22


COMPARISON OF FISCAL YEARS ENDED JUNE 30, 2001 AND 2000

REVENUES

     Revenues decreased $93.9 million or 9.9% in fiscal year 2001 as compared to
fiscal year 2000. The decrease in revenues was primarily attributable to the
January 23, 2001 formation of the DNA, after which we no longer consolidate the
results of The Denver Post, the sale of our Southwestern Iowa newspaper cluster,
including the Daily Nonpareil, in Council Bluffs, Iowa, and our other fiscal
year 2001 dispositions previously discussed. These decreases were offset in part
by an increase in revenues related to our fiscal year 2001 acquisitions,
including our October 1, 2000 acquisition of the Connecticut Post, the October
1, 2000 contribution of Marin to the California Newspapers Partnership and our
smaller New Mexico and California acquisitions that were completed in fiscal
year 2001. Excluding newspaper acquisitions, dispositions, and the formation of
the DNA, our remaining newspaper operations ("existing newspapers") experienced
a $6.0 million or 1.0% decrease in revenues in fiscal year 2001. National
advertising and classified advertising revenues remained relatively flat for the
year as a whole (second half decreases offset first half increases), while
retail advertising revenues and circulation revenues experienced decreases of
2.7% and 3.0%, respectively. The majority of the decrease in these two revenue
categories came from our southern California newspapers. The decrease in retail
advertising revenues is due to the economic slowdown that has been experienced
throughout the United States; however, the effects of the downturn in the
economy hit southern California earlier in fiscal year 2001 than the rest of our
operations. The decrease in circulation revenues was primarily due to temporary
declines in circulation volume at certain of our southern California newspapers
as a result of our strategy to replace higher churn, short-term circulation
orders with more profitable, long-term circulation. This strategy has produced
both short-term and long-term circulation expense savings but at times may
decrease circulation volumes in the short-term. In an effort to grow circulation
revenues, the majority of our southern California newspapers also implemented
single copy and home delivery price increases in the fourth quarter of fiscal
year 2001. In addition to the changes described above, revenue from our internet
operations in fiscal 2001 has increased $3.2 million as compared to fiscal year
2000.

COST OF SALES

     Cost of sales decreased $26.3 million or 7.7% in fiscal year 2001 compared
to fiscal year 2000. The aforementioned acquisitions, dispositions, and
formation of the DNA, were responsible for the majority of this change. Cost of
sales, excluding these transactions increased $1.1 million or 0.5%. The majority
of this increase in cost of sales was caused by newsprint price increases. On an
existing newspapers basis, our fiscal year 2001 newsprint consumption declined
by approximately 6.3% as compared to fiscal year 2000, while the average cost
per metric ton of newsprint consumed during these same periods increased
approximately 11.9%.

SELLING, GENERAL AND ADMINISTRATIVE

     Selling, general and administrative ("SG&A") expenses decreased $39.4
million or 9.3% in fiscal year 2001 as compared to fiscal year 2000. The
aforementioned acquisitions, dispositions, and formation of the DNA, were
responsible for the majority of this change. SG&A, excluding these transactions,
increased $3.4 million or 1.2%. The increase in SG&A on a existing newspapers
basis is primarily the result of increased advertising commissions in the
California Newspapers Partnership associated with their substantial advertising
revenue growth in the first half of fiscal year 2001 and increased costs
associated with the growth experienced in our internet operations. These cost
increases have been partially offset by cost reductions related to the
circulation strategy discussed above and cost cutting measures we put in place
in the second half of fiscal year 2001 to reduce expenses.

INTEREST EXPENSE

     Interest expense increased $6.5 million in fiscal year 2001 as compared to
fiscal year 2000. Interest expense increased as a result of an $82.3 million, or
9.5%, increase in average debt outstanding, primarily associated with
acquisitions, net of proceeds from dispositions. The increase in average debt
was offset by a 100 basis point reduction in the weighted average cost of debt,
primarily associated with changes in short-term interest rates in fiscal year
2001.

OTHER EXPENSE

     Other expense increased approximately $6.4 million in fiscal year 2001 as
compared to fiscal year 2000. The majority of the increase is due to increases
in equity losses from our investment in AdOne, $1.3 million in bank fees and
legal costs associated with the $150.0 million term loan entered into in January
2001, and the non-recurring costs associated with the formation of the DNA. The
DNA expenses were primarily related to transition team payroll and consulting
fees related to integration planning in anticipation of the Denver JOA. 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 cannot exercise the option prior to January 2003 and may
hold the option until 2010.



                                       22
<PAGE>   23


COMPARISON OF FISCAL YEARS ENDED JUNE 30, 2001 AND 2000 (CONTINUED)

EQUITY INCOME IN UNCONSOLIDATED JOAS

     Equity income in unconsolidated JOAs represents our share of the net income
from our unconsolidated JOA operations, which as of June 30, 2001 includes
Charleston Newspapers, the Denver Newspaper Agency, and the Newspaper Agency
Corporation (NAC) in Salt Lake City. The $7.7 million increase in equity income
in unconsolidated JOAs in fiscal year 2001 compared to fiscal year 2000 is due
primarily to the January 23, 2001 formation of DNA and the January 2, 2001
acquisition of our interest in NAC. The increase associated with the addition of
DNA and NAC were partially offset by a decrease in the results of operations of
Charleston Newspapers in fiscal year 2001 compared to fiscal year 2000 caused by
the advertising slowdown in the second half of the year.

EBITDA

     EBITDA Available to Company (inclusive of our share of JOAs and exclusive
of minority interest) declined $8.9 million or 6.1% in fiscal year 2001 as
compared to fiscal year 2000. Approximately $9.6 million of the decrease in
EBITDA Available to Company is due to a decrease in EBITDA, net of minority
interest, from the Denver Post. EBITDA at the Denver Post decreased primarily as
a result of implementing a strategy, prior to our agreement to form the Denver
JOA in May 2000, in which The Denver Post sought to grow circulation volumes by
selling low priced long-term circulation orders. The result was a large growth
in circulation volumes, newsprint and delivery cost, with little revenue to
offset the substantial cost increase. Also contributing to the decrease in The
Denver Post EBITDA was the fact that integration efforts under the JOA did not
get under way until April 2001, and once it did, the economic downturn in Denver
eroded much of the cost savings initially achieved in the JOA. EBITDA Available
to Company from our existing newspapers (other than The Denver Post), decreased
$10.3 million as a result of the previously discussed decrease in revenues and
increase in newsprint expense. These decreases in EBITDA Available to Company
were partially offset by the $10.9 million net increase in EBITDA associated
with the previously discussed acquisition and disposition transactions and the
contribution of Marin to the California Newspapers Partnership. EBITDA Available
to Company is not a measure of performance recognized under GAAP. However, we
believe it is an indicator and measurement of our leverage capacity and debt
service ability. EBITDA Available to Company is calculated by: (i) reducing
EBITDA by the minority's interest in the EBITDA generated from the California
Newspapers Partnership, York Newspaper Company, and the Denver Post Corporation,
our less than 100% owned consolidated subsidiaries; and (ii) increasing EBITDA
by our combined proportionate share of the EBITDA generated by our
unconsolidated JOAs, in Denver, Salt Lake City, and Charleston.

NET INCOME

     We reported an adjusted loss of approximately $38.3 million for fiscal year
2001, after excluding the $23.6 million gain on sale of Council Bluffs, the
$46.7 million gain from the payment from Scripps and the $4.6 million gain on
the sale of Lompoc, net of minority interest. This compares to an adjusted net
income of $15.6 million in fiscal year 2000, after excluding our share of the
gains on sales of newspaper properties of approximately $116.3 million and a
$1.5 million loss on the sale of land and buildings in California Newspapers
Partnership ("CNP"). The increase in adjusted loss was primarily attributable to
a $29.6 million decrease in operating profit, net of minority interest,
primarily as a result of dispositions, the formation of DNA, the economic
slowdown which affected our revenues, newsprint price increases, a $6.3 million
increase in interest expense, a $6.4 million increase in other expense discussed
above, and a $19.0 million increase in income taxes associated with asset sales.
These decreases were offset in part by a $7.7 million increase in equity income
in unconsolidated JOAs.

COMPARISON OF FISCAL YEARS ENDED JUNE 30, 2000 AND 1999

REVENUES

      Revenues increased $376.9 million or 66.1% in the fiscal year 2000 as
compared to fiscal year 1999. The increase in revenue was primarily attributable
to the October 1, 1998 acquisition of the Daily Times published in Farmington,
New Mexico; the consolidation of The Denver Post, and including a full year of
operations of the CNP as compared to three months of CNP operations in fiscal
year 1999. Excluding the acquisition of the Daily Times, the consolidation of
The Denver Post and the effects of CNP, existing newspaper operations had a 5.4%
increase in operating revenues in fiscal year 2000. Advertising revenues at
existing newspapers increased by approximately 6.5%, driven by continued growth
in all advertising categories.

COST OF SALES

      Cost of sales increased $157.1 million or 86.1% in fiscal year 2000
compared to fiscal year 1999. The aforementioned fiscal year 2000 acquisition,
consolidation of The Denver Post and CNP caused the majority of the cost of
sales increase in fiscal year 2000. Excluding these transactions, cost of sales
decreased 2.5%.



                                       23
<PAGE>   24


SELLING, GENERAL AND ADMINISTRATIVE

     Selling, general and administrative ("SG&A") expenses increased $168.5
million or 66.5% in fiscal year 2000 as compared to fiscal year 1999. The fiscal
year 2000 acquisition discussed above, consolidation of The Denver Post and CNP
caused the majority of the SG&A expense increase in fiscal year 2000. Excluding
these transactions, SG&A expense increased approximately 10.5%. Excluding
corporate, SG&A expense increased approximately 8.0%. The increase in SG&A at
the newspapers is primarily associated with increases in advertising and
circulation expenditures, which were primarily related to ongoing efforts to
increase advertising lineage and total paid circulation. Increases in the number
of online content and sales staff at each newspaper has also contributed to the
increase in newspaper SG&A. We also increased our spending at corporate during
fiscal year 2000, as we continued to develop our internet sales, improve and
maintain our newspaper websites, increase the number of internet vertical
products being sold by the newspapers, and support the addition of CNP. While
SG&A expense increased during 2000 as a result of CNP, the increase was more
than offset by management fees paid to us by CNP, the effect of which is
reflected as a reduction in minority interest expense.

DEPRECIATION AND AMORTIZATION

     Depreciation and amortization increased $18.6 million in fiscal year 2000
as compared to of fiscal year 1999. The aforementioned acquisition,
consolidation of The Denver Post and CNP caused the majority of the increase in
depreciation and amortization expense.

INTEREST EXPENSE

     Interest expense increased $19.0 million in fiscal year 2000 as compared to
the same period of fiscal year 1999. Interest expense increased as a result of a
$259.4 million increase in average debt outstanding, primarily associated with
acquisitions, debt repurchase and the inclusion of debt related to The Denver
Post and MediaNews, which was not previously part of Garden State's
consolidation debt. The increase in average debt was offset by a 43 basis point
reduction in the weighted average interest rate of all debt outstanding.

OTHER EXPENSE

     Adjusted other expense increased approximately $1.7 million in the fiscal
year 2000 after excluding a $1.5 million loss on the sale of land and building
formerly used in the operations of ANG Newspapers, as compared to fiscal year
1999 after excluding $7.8 million of debt issuance costs incurred in conjunction
with our $200.0 million bond offering and a new $350.0 bank credit facility in
fiscal year 1999. The fiscal year 2000 increase was caused primarily by the
recognition of losses on our equity investment in AdOne (a non-cash loss), legal
fees associated with corporate reorganization and an increase in other long-term
liabilities associated with the accretion of the cost to repurchase an option
held by a third party to acquire one of our newspapers. The holder of the option
cannot exercise the option prior to January 2003 and may hold the option until
2010.

EQUITY INCOME IN UNCONSOLIDATED JOA

     The equity in income in unconsolidated JOA is our share of the net income
from the operations of the Charleston Newspapers JOA. The increase in equity in
income in JOA is due primarily to the inclusion of a full year of operations in
fiscal year 2000 compared to ten months in fiscal year 1999. In addition, the
year over year operation of the Charleston Newspaper JOA improved in fiscal year
2000.

NET INCOME

     We reported adjusted net income of approximately $15.6 million for fiscal
year 2000, after excluding our share of the gains on sales of newspaper
properties of approximately $116.3 million and a $1.5 million loss on the sale
of land and buildings in CNP compared to an adjusted net income of $14.0 million
in fiscal year 1999, after excluding the extraordinary loss of $6.4 million and
$8.4 million of debt issuance cost as described above. The increase in adjusted
net income is primarily attributable to a $12.1 million increase in operating
profit, net of minority interest in operating profit, a $9.9 million reduction
in income tax expense as a result of recognizing the benefit of net operating
losses previously subject to valuation allowances and a $0.9 million increase in
equity income in the Charleston Newspapers JOA. These increases in income were
partially offset by a $19.0 million increase in interest expense and a $2.2
million increase in adjusted other expense as previously discussed.

LIQUIDITY AND CAPITAL RESOURCES

     Our sources of liquidity are, existing cash and other working capital, cash
flow provided from operating activities, distributions from JOAs and the
borrowing capacity under our credit agreement. Our operations, consistent with
the newspaper industry, require little investment in inventory, as less than 30
days of newsprint is generally maintained on hand. We, from time to time,
increase our newsprint inventories in anticipation of price increases. In fourth
quarter of our fiscal year 2001, we built newsprint inventories in anticipation
of the then announced price



                                       24
<PAGE>   25


LIQUIDITY AND CAPITAL RESOURCES (CONTINUED)

JUNE 30, 2001 COMPARED TO JUNE 30, 2000

increase to delay the impact of the price increase. Since the price increase was
not implemented, we have reduced our newsprint inventory in the first quarter of
fiscal year 2002. In general, our receivables have been collected on a timely
basis.

     Net cash flows from operating activities were approximately $42.8 million
and $96.2 million for fiscal years ended June 30, 2001 and 2000, respectively.
The $53.4 million decrease in cash flows from operating activities was primarily
the result of a $28.2 million decrease in EBITDA in fiscal year 2001, compared
to the prior year, a $10.6 million increase in cash tax expense, and a $5.6
million change in the net operating assets and liabilities, excluding income
taxes payable. While current year EBITDA has decreased, distributions from our
unconsolidated JOAs increased $34.2 million. Because our unconsolidated JOAs are
accounted for as equity investments, their contribution to our cash flows is
shown in investing activities.

     Net cash flows from investing activities were ($306.6) million and $118.1
million for fiscal years ended June 30, 2001 and 2000, respectively. The $424.7
million change was primarily the result of our spending a net $325.1 million on
acquisitions net of proceeds from dispositions and the $60.0 million payment
from Scripps in fiscal year 2001 compared to net proceeds of $139.7 million from
acquisitions and disposition transactions in fiscal year 2000. This decrease was
partially offset by the aforementioned $34.2 million increase in distributions
from unconsolidated JOAs.

     Net cash flows from financing activities were $126.4 million and ($74.4)
million for fiscal years ended June 30, 2001 and 2000, respectively. The
increase is attributable to a $166.1 million increase in our net borrowings
during fiscal year 2001, primarily associated with acquisitions, compared to
fiscal year 2000 when we had a net debt paydown of $33.3 million.

JUNE 30, 2000 COMPARED TO JUNE 30, 1999

     Net cash flows from operating activities were approximately $96.2 million
and $61.9 million for fiscal years ended June 30, 2000 and 1999, respectively.
The $34.3 million increase in cash flow from operating activities was primarily
the result of the $51.3 million increase in EBITDA for the year ended June 30,
2000 compared to the prior year. The increase in EBITDA was partially offset by
a $0.7 million change in operating assets and liabilities, excluding interest
and income taxes payable, due to timing differences, $12.4 million increase in
cash interest paid, a $2.2 million increase in other expense related to
operations and a $1.0 million increase in income taxes paid.

     Net cash flows from investing activities were $118.1 million and ($70.7)
million for the fiscal years ended June 30, 2000 and 1999, respectively. The
$188.8 million increase was primarily the result of our spending a net $59.7
million on acquisitions in fiscal year 1999 compared to a net $139.7 million in
proceeds from purchasing and selling newspaper properties in fiscal year 2000.
The decrease in net acquisition spending was partially offset, by a $12.5
million increase in capital spending primarily associated with the completion of
year 2000 projects, land acquisitions and building improvements associated with
the ANG Newspapers relocation, web width reduction projects at CNP and the
addition of a press line at The Denver Post, which was built in conjunction with
a long-term contract to print and deliver the New York Times. The new press line
at The Denver Post was financed under a sale lease back agreement. A substantial
portion of the fiscal year 2000 increase in capital spending relates to CNP and
The Denver Post. In addition, while 100% of capital spending for CNP is included
in the statement of cash flows, 41.2% was funded by the minority partners
through a reduction in distributions paid to minority partners. Distributions
from the Charleston Newspapers JOA also increased $1.9 million.

     Net cash flows from financing activities were ($74.4) million and $10.3
million for the fiscal years ended June 30, 2000 and 1999, respectively. The
reduction of approximately $84.7 million was primarily attributable to our
paying down a net $33.3 million of long-term debt and other liabilities in
fiscal 2000, compared to a net borrowing of $226.3 million in fiscal 1999. The
majority of the 1999 borrowings were made in conjunction with the previously
discussed acquisitions and to fund debt repurchases during fiscal year 1999.
Fiscal year 1999 also included $18.6 million of borrowings and disbursements
used for debt prepayment premiums and issuance cost. We also paid a $183.6
million dividend paid to MediaNews to fund the repurchase of MediaNews' debt
prior to the reorganization previously discussed. We also increased
distributions to our minority interest partners by $25.4 million in fiscal year
2000.

CAPITAL EXPENDITURES

     Our capital expenditure plan for fiscal year 2002 for wholly owned
subsidiaries (not including business acquisitions) provides for normal
maintenance capital expenditures of approximately $7.7 million and other capital
projects totaling approximately $8.1 million. Capital expenditures planned for
both maintenance and capital projects in fiscal year 2002 for non-wholly owned
subsidiaries are approximately $27.3 million; the majority of these expenditures
are planned for one-time capital projects at DNA and the California Newspapers
Partnership. Approximately $12.7 million of capital expenditures for non-wholly
owned subsidiaries will be paid by our partners. Non-maintenance expenditures
during fiscal 2002, include



                                       25
<PAGE>   26


LIQUIDITY AND CAPITAL RESOURCES (CONTINUED)

CAPITAL EXPENDITURES (CONTINUED)

computer hardware and software upgrades for editorial, classified and
circulation systems, some of which are necessary to capitalize on clustering
efficiencies, building a new printing plant to consolidate certain printing in
New England (currently on hold) and consolidation of Las Cruces and Alamogordo
press and mailroom operations. 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
agreement.

LIQUIDITY

     Based upon current and expected future operating results, we believe that
we will have sufficient cash flows from operations to fund scheduled payments of
principal and interest and to meet anticipated capital expenditure and working
capital requirements for at least the next twelve months. In addition to cash
flows from operations, we have approximately $91.5 million available under our
bank credit facility, which should be more than sufficient to fund unanticipated
needs.

     We may, from time to time, consider strategic or targeted newspaper
acquisitions and dispositions. In the event an acquisition opportunity is
identified, management expects that it would be able to arrange financing on
terms and conditions satisfactory to us to the extent current resources are
insufficient.

NEAR TERM OUTLOOK

NEWSPRINT PRICES

     North American newsprint suppliers continue to take downtime in an attempt
to more closely match supply with the declining demand from newspaper
publishers. Despite having announced a price increase in March to $650 a metric
ton for 30 pound newsprint, the September price benchmark North American 30
pound newsprint will average $565 per metric ton. In spite of the reported
benchmark price, larger buyers of newsprint are currently reporting spot market
purchases of newsprint at prices below $500 per metric ton from domestic and
foreign suppliers. To minimize the influence of newsprint price fluctuations, we
have entered into fixed price newsprint contracts and newsprint swap agreements,
which expire periodically beginning December 31, 2002 through December 31, 2009.
The weighted average price for newsprint under both the fixed price newsprint
contracts and newsprint swaps for fiscal year 2002 is $596 per metric ton.
Approximately 55% of our fiscal year 2002 newsprint consumption, including our
pro-rata share from our unconsolidated JOAs, is expected to be purchased under
fixed price agreements and newsprint swaps.

RECENTLY ISSUED ACCOUNTING STANDARDS

     The Financial Accounting Standards Board (FASB) issued SFAS No. 133,
Accounting for Derivative Instruments and Hedging Activities. The standard,
which we adopted effective July 1, 2000, did not have a material effect on our
financial position or our results of operations. Under the new standard, our
interest rate and newsprint swaps are recorded at fair value and changes in the
value of the contracts are initially reported as a separate component of
comprehensive income and reclassified into earnings when the interest expense is
incurred and the newsprint is consumed.

     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,
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 began accounting for our unconsolidated JOA investments under
the equity method. Accordingly, we now report our share of our unconsolidated
JOA operations as a single net amount in our consolidated statement of
operations under the financial statement line item "Equity Income in
Unconsolidated JOAs". Our investments in unconsolidated JOAs are included in the
consolidated balance sheet under the financial statement line item "Investment
in Unconsolidated JOAs". In accordance with EITF 00-1, all previously reported
financial statements have been reclassified to conform to the new reporting
classification requirements.

     During 2000, the EITF reached a consensus on Issue 00-2, Accounting for Web
Site Development Costs. The consensus requires capitalization of certain costs
incurred in the development of internet sites. Our adoption of EITF 00-2,
effective July 1, 2000, did not have a material effect on our financial position
or our results of operations.



                                       26
<PAGE>   27



RECENTLY ISSUED ACCOUNTING STANDARDS (CONTINUED)

     In June 2001, FASB issued SFAS No. 141, Business Combinations and No. 142,
Goodwill and Other Intangible Assets, collectively the "Statements." SFAS No.
141 requires business combinations initiated after June 30, 2001 to use the
purchase method of accounting. SFAS No. 142 is effective for fiscal years
beginning after December 15, 2001, although early adoption is permitted for
companies with fiscal years beginning after March 15, 2001, provided no interim
financial statements have been issued. Under the new Statements, goodwill (and
intangible assets deemed to have indefinite lives) will no longer be amortized
but will be subject to annual impairment tests. Other intangible assets will
continue to be amortized over their useful lives. We will adopt the Statements
effective July 1, 2001. Historically, we have accounted for our business
combinations using the purchase method of accounting and, under SFAS No. 141,
will continue to do so. The adoption of SFAS No. 142 will have a material impact
on our results from operations, as shown in the table below. Had SFAS No. 142
been in effect for our fiscal years 2001, 2000, and 1999, our results of
operations on a pro forma basis would have been as follows:

<Table>
<Caption>
                                                                                             Garden State
                                                              MediaNews Group, Inc. &         Newspapers,
                                                                    Subsidiaries          Inc. & Subsidiaries
                                                            ---------------------------   -------------------
                                                                       Years Ended June 30,
                                                            ----------------------------------------------
                                                                2001           2000               1999
                                                            ------------   ------------       ------------
                                                                 (In thousands, except per share data)

<S>                                                         <C>            <C>                <C>

Previously reported net income (loss) ...................   $     25,227   $    130,383       $       (822)
Amortization-goodwill and indefinite lived intangibles ..         14,655          9,140              7,514
                                                            ------------   ------------       ------------
Net income under SFAS No. 142 ...........................   $     39,882   $    139,523       $      6,692
                                                            ------------   ------------       ------------
Earnings per share under SFAS No. 142 ...................   $      17.35   $      60.36       $       4.19
                                                            ------------   ------------       ------------
</Table>




                                       27
<PAGE>   28


MARKET RISK

     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 enter into interest rate swap agreements to reduce our exposure to the
uncertainty of short-term interest rate fluctuations associated with our bank
debt. These interest rate swap agreements are designated with a notional
principal balance and generally have terms of 90 days. The amounts reflected in
the table below represent the interest rate swaps that we were committed to as
of June 30, 2001, all of which terminate effective October 1, 2001. We have also
subsequently entered into two additional series of 90-day interest rate swap
agreements, which become effective in October 2001 and January 2002,
respectively. The October 2001 and January 2002 swap agreements cover notional
amounts of $250.0 million and $150.0 million, respectively, and require us to
pay rates based on LIBOR of 3.91%, and 4.03%, respectively. The counterparty to
the agreements has yet to lock their pay rate, and as such, these contracts have
not been reflected in the table below.

<Table>
<Caption>
                                                     Interest Rate Sensitivity
                                         Principal (Notional) Amount by Expected Maturity
                                                   Average Interest (Swap) Rate
                                                        Year Ended June 30,
                                                      (Dollars in thousands)

                                                                                                                         Fair Value
                                 2002        2003        2004         2005          2006      Thereafter      Total         2001
                              ----------  ----------  ----------   ----------    ----------   ----------    ----------   ----------
<S>                           <C>         <C>          <C>         <C>           <C>          <C>           <C>          <C>
Liabilities
Long-Term Debt
 including Current Portion

Fixed Rate ..............          --           --            --           --            --   $  500,000    $  500,000   $  478,000
Average Interest Rate ...        9.43%        9.43%         9.43%        9.43%         9.43%        9.43%

Variable Rate ...........          --           --    $  105,250   $  137,500    $  141,250   $   22,500    $  406,500   $  406,500
Average Interest Rate ...        5.63%        5.63%         5.63%        5.63%         5.63%        5.63%

<Caption>

INTEREST RATE DERIVATIVE FINANCIAL INSTRUMENTS RELATED TO DEBT

<S>                           <C>          <C>          <C>          <C>           <C>          <C>           <C>          <C>
Interest Rate Swaps
  Notional Amount .......      $200,000          --            --           --           --           --      $200,000    $ (1,029)
  Average pay rate ......           5.8%         --            --           --           --           --
  Average receive rate...           3.8%         --            --           --           --           --
</Table>


                                       28
<PAGE>   29


                           FORWARD-LOOKING STATEMENTS

     This 10-K includes "Forward-Looking Statements" within the meaning of
Section 27A of the Securities Act and Section 21E of the Exchange Act. All
statements other than statements of historical facts included in this 10-K,
including without limitation, certain statements under "Management's Discussion
and Analysis of Financial Condition and Results of Operations," "Business",
"Legal Proceedings" and statements located elsewhere herein regarding our
financial position and operating strategy, may constitute forward-looking
statements.

     Forward-looking statements may include the use of terms such as "believes",
"anticipates", "expects", "estimates", "intends", "will", "may" and similar
statements. Due to the risks and uncertainties inherent in future projections,
the inclusion of forward-looking statements in the Form 10-K should not be
regarded as representation that our plans or objectives will be achieved.

     Although we believe that the expectations reflected in such forward-looking
statements are reasonable, we can give no assurance that such expectations will
prove to be correct. Important factors that could cause actual results to differ
materially from our expectations ("Cautionary Statements") include the
following: (1) costs or difficulties related to the integration of businesses
acquired by us (including clustering) may be greater than expected; (2)
unanticipated increases may occur in financing and other costs, such as
newsprint or labor costs; (3) general economic or business conditions, either
nationally or in the regions in which we conduct business, may be less favorable
than expected; and (4) competition, including from other newspapers, other
traditional forms of advertising and newer forms made possible by the internet
and otherwise. All subsequent written and oral forward-looking statements
attributable to us or persons acting on our behalf are expressly qualified in
their entirety by the cautionary statements.

     We undertake no obligation to publicly update any forward-looking
statement, whether as a result of new information, future events or otherwise.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

     The response to this item is filed as a separate part of this report (see
page 36).

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

     None




                                       29
<PAGE>   30



                                    PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

     Set forth below are the names, ages and titles as of June 30, 2001, 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.................    88     Chairman of the Board and Director
William Dean Singleton.............    50     Vice Chairman and Chief Executive Officer and Director
Joseph J. Lodovic, IV..............    40     President
Gerald E. Grilly...................    54     Executive Vice President and Chief Operating Officer
Anthony F. Tierno..................    56     Senior Vice President Operations
Ronald A. Mayo.....................    39     Vice President and Chief Financial Officer
E. Michael Fluker..................    64     Senior Vice President, Administration
Michael C. Bush....................    46     Vice President Operations
James L. McDougald.................    47     Treasurer
Jean Scudder.......................    47     Director
Howell E. Begle, Jr................    57     Director
</Table>

     Each director is elected annually and serves until the next annual meeting
of shareholders or until his 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.

     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. Grilly was 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.

     E. MICHAEL FLUKER has served as Senior Vice President, Administration, for
MediaNews since November 1993. Mr. Fluker has been with MediaNews since 1989.

     MICHAEL C. BUSH has served as Vice President Operations since January 1997.
Prior thereto, he served as Director of Marketing of Morris Newspaper Corp., and
Regional Director and Assistant Administrator of Park Newspapers from 1986 to
1996.

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

     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 Verner, Liipfert, Bernhard, McPherson and Hand,
chartered, which law firm is counsel of MediaNews and its affiliates.



                                       30
<PAGE>   31


ITEM 11. EXECUTIVE COMPENSATION

     Our business and affairs, prior to the previously discussed reorganization
in fiscal year 2000, were managed by an affiliate pursuant to the terms of a
management agreement. The affiliate allocated its expenses as management fees to
us and other affiliates based on the amount of time and resources devoted to
each company. See "Certain Relationships and Related Transactions -- Management
Services". 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 the Company in fiscal 2001.

<Table>
<Caption>
                                                                 Annual Compensation           All Other
Name and Principal Position                    Fiscal Year      Salary         Bonus         Compensation
---------------------------                    -----------
<S>                                            <C>          <C>            <C>            <C>

William Dean Singleton(a)                           2001    $    790,500   $    200,000   $     38,822
Vice Chairman,                                      2000         748,500        350,000         50,566
Chief Executive Officer ....................        1999         360,000        100,000         23,400

                                                    2001    $    519,300   $    200,000   $      9,152
Joseph J. Lodovic IV(a), (b)                        2000         489,800        450,000          9,188
President ..................................        1999         211,500        105,000          3,416

Gerald E. Grilly(d)
Executive Vice President &
Chief Operating Officer ....................        2001         470,937        631,250         18,766

Anthony F. Tierno                                   2001    $    375,000   $    100,000   $     13,101
Senior Vice President                               2000         350,000        150,000         12,215
Operations .................................        1999         275,880         80,000         13,702

Ronald A. Mayo(c)                                   2001    $    188,100   $     35,000   $      5,385
Vice President & Chief Financial Officer ...        2000         176,100         50,000          5,087
</Table>

----------

     (a)  Fiscal year 1999 represents compensation paid directly by Garden State
          or allocated to Garden State as management fees. In fiscal year 2000
          and 1999, these officers also received significant compensation that
          was charged to other affiliates that does not appear here as
          compensation.

     (b)  Mr. Lodovic's fiscal year 2000 bonus includes a bonus earned in
          accordance with his employment agreement discussed below and a bonus
          that was earned as of December 1999, under a plan that was in effect
          prior to his employment agreement. Future bonuses are earned in
          accordance with the employment agreement.

     (c)  Mr. Mayo's allocated compensation did not qualify for inclusion in
          fiscal year 1999. In fiscal year 2000, Mr. Mayo received significant
          compensation that was charged to other affiliates and does not appear
          here as compensation.

     (d)  Prior to February 2001, Mr. Grilly was not an officer of MediaNews.
          Mr. 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 Denver JOA
          in the amount of $450,000.

EMPLOYMENT AGREEMENTS

     None of our executive officers have an employment agreement with us except
Messrs. Singleton and Lodovic. 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 $812,000, 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 subsidiaries (currently or in the future).
Under the terms of Mr. Lodovic's Employment Agreement with us, which was entered
into effective March 15, 2000, Mr. Lodovic is currently entitled to receive cash
compensation at an annual rate of not less than $534,000, 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


                                       31
<PAGE>   32


EMPLOYMENT AGREEMENTS (CONTINUED)

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 the put is equal to a percentage of fair market
value, which increases up to 100% on December 31, 2009. 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.

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.

ITEM 12. 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, $.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 (collectively
the "MediaNews Common Stock"); we have not declared or paid any cash dividends
on our common stock in the past and do not intend to do so in the foreseeable
future. Our long-term debt agreements limit our ability to pay such dividends.

     The following table sets fourth the number and percentage of shares of
MediaNews 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 is defined in
Item 402(a)(3) of Section 229.402(a)(3) of Regulations S-K; and (iii) all
directors and executive officers of MediaNews as a group.

<Table>
<Caption>
                                                  Amount and Nature of          Percentage of
                                                 Beneficial Ownership(a)         Ownership of
                                                   Class A Common Stock      Class A Common Stock
                                                -------------------------    --------------------
<S>                                             <C>                          <C>
William Dean Singleton(c), (l), (m) ..........         254,859.00                   11.09%
Howell E. Begle, Jr.(b), (d), (l) ............         786,426.50                   34.22%
Patricia Robinson(e), (l) ....................         786,426.50                   34.22%
Joseph J. Lodovic, IV(f) .....................          58,199.00                    2.53%
Jean L. Scudder(g), (k) ......................         384,065.12                   16.71%
Charles Scudder(h) ...........................         260,321.37                   11.32%
Elizabeth A. Difani(h), (i) ..................         219,073.45                    9.53%
Carolyn Miller(h), (j) .......................         177,825.56                    7.74%
All directors and executives as a group(n) ...       2,140,770.00                   93.14%
</Table>

----------

     (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. None of such shares is known by us to be
          shares with respect to which the beneficial owner has the right to
          acquire such shares.

     (b)  The address of each such person is: c/o Howell E. Begle, Jr., Trustee,
          901 15th Street, N.W., Suite 700, Washington, D.C. 20005. Mr. Begle is
          Of Counsel to the law firm of Verner, Liipfert, Bernhard, McPherson
          and Hand, Chartered, 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 Revocable Trust"), for which
          trust Mr. Begle and Mr. Singleton are trustees. Mr. Singleton
          disclaims any beneficial ownership in the shares held in the Singleton
          Revocable Trust.

(Footnotes continued on following page)


                                      32
<PAGE>   33


(Footnotes from preceding page)

     (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 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 benefit of Ms. Scudder's son, Benjamin 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").

     (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 132,299.67 shares as trustee and/or custodian for
          certain of her minor children. Sole voting power with respect to all
          219,073.45 shares is held by Ms. Scudder pursuant to the Scudder
          Family Voting Trust Agreement. See note (g) above.

     (j)  Ms. Miller holds 118,550.37 shares as trustee and/or custodian for
          certain of her minor children. Sole voting power with respect to all
          177,825.56 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. See note (d) and (f) above.

SCUDDER FAMILY VOTING TRUST AGREEMENT FOR MEDIANEWS

     The children of Richard B. Scudder, 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 Class A
Common Stock of MediaNews 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 Class A



                                       33
<PAGE>   34



SINGLETON FAMILY VOTING TRUST AGREEMENT FOR MEDIANEWS (CONTINUED)

common stock of MediaNews 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 Class A common
stock of the Company held by the Singleton 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 Trustee exercises 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.

MEDIANEWS SHAREHOLDERS' AGREEMENT

     The Singleton 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 or its 8 5/8% Senior Subordinated Notes due July 1, 2011 are
outstanding, or (ii) when MediaNews Leverage Ratio is less than 3:1, no
shareholder may sell, transfer, pledge or otherwise encumber their shares, nor
their interest in their shares, of MediaNews common stock to any third party,
except certain permitted transfers to family members and other shareholders,
without the consent of all the shareholders of MediaNews or unless all shares of
MediaNews 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 MediaNews or the other shareholders without an identified
third party buyer, then such shareholder may offer to sell his shares to
MediaNews at fair market value determined by appraisal, or if MediaNews declines
to purchase such shares, such shareholder may offer to sell his shares to
MediaNews at fair market value determined by appraisal, or if MediaNews declines
to purchase such shares, such shareholder may offer to sell his shares to the
remaining shareholders at fair market value.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

MANAGEMENT SERVICES

     Prior to July 1, 1999, we had engaged an affiliate to operate and manage
the business and affairs of our newspapers under the terms of a management
agreement. However, as previously discussed, since July 1, 1999 these management
services have been performed directly by MediaNews. The affiliate, which is
owned entirely by Messrs. Singleton and Scudder, also managed other affiliated
newspapers. Pursuant to the management agreement, the affiliate allocated its
expenses as management fees to each company it manages based on the amount of
time and resources devoted to that company. The weighted average of the salary
allocations was then used to apportion general overhead of the affiliate, such
as office rent and related operating expenses.

     MediaNews is party to a consulting agreement, renewable annually, with Mr.
Scudder, which requires annual payments of $250,000.

     Prior to July 1, 1999, we reimbursed the affiliated management company for
expenses incurred directly by them on our behalf, which are not included in the
management fee. In fiscal 1999, we paid approximately $3.2 million, in
management fees. Management fees charged by the affiliate have been included in
selling, general and administrative expenses. We believe that the management
fees paid were not greater than the costs we would have expected to bear to
obtain these services elsewhere.

     We entered into a management agreement with the California Newspapers
Partnership, providing us with a management fee of 1.25% of 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.




                                       34
<PAGE>   35


                                     PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

     (a) Financial Statements

     1.   The list of financial statements contained in the accompanying Index
          to Consolidated Financial Statements and Schedule Covered by Report of
          Independent Auditors is filed as a part of this Report (see page 36).

     2.   Financial Statement Schedule

          The list of financial statement schedule contained in the accompanying
          Index to Consolidated Financial Statements and Schedule Covered by
          Report of Independent Auditors is filed as part of the Report (see
          page 36).

     3.   Exhibits

          The Exhibits listed in the accompanying index to exhibits are filed as
          a part of this annual report. (See page 36).

     (b)  Reports on Form 8-K/A

          On May 14, 2001, we filed a Form 8-K/A regarding the acquisition of
          Kearns-Tribune, LLC, which included the audited financial statements
          of Kearns-Tribune, LLC as of and for the year ended December 31, 2000,
          as well as the unaudited pro forma consolidated balance sheet of
          MediaNews Group, Inc. as of December 31, 2000 and the unaudited pro
          forma consolidated statements of operations of MediaNews Group, Inc.
          for the six months ended December 31, 2000 and the year ended June 30,
          2000.












                                       35
<PAGE>   36



                              MEDIANEWS GROUP, INC.
                         ITEMS 8, AND 14(a) (1) AND (2)

             INDEX TO CONSOLIDATED FINANCIAL STATEMENTS AND SCHEDULE
                    COVERED BY REPORT OF INDEPENDENT AUDITORS

     The following financial statements of the registrant and its subsidiaries
required to be included in Items 8 and 14(a)(1) are listed below:

<Table>
<Caption>
                                                                                                       PAGE
                                                                                                       ----
<S>                                                                                                    <C>
Report of Independent Auditors.....................................................................     37
Consolidated Balance Sheets as of June 30, 2001 and 2000...........................................     38
Consolidated Statements of Operations for the Fiscal Years Ended June 30, 2001, 2000, and 1999.....     40
Consolidated Statements of Changes in Shareholders' Equity (Deficit) for the
     Fiscal Years Ended June 30, 2001, 2000, and 1999..............................................     41
Consolidated Statements of Cash Flows for the Fiscal Years Ended June 30, 2001, 2000, and 1999.....     42
Notes to Consolidated Financial Statements.........................................................     43

      The following financial statement schedule of the registrant and its
subsidiaries required to be included in Item 14(a)(2) is listed below:

Schedule II          Valuation and Qualifying Accounts.............................................     62
</Table>

     All other schedules for which provision is made in the applicable
accounting regulations of the Securities and Exchange Commission are not
required under the related instructions or are inapplicable and therefore have
been omitted or the information is presented in the consolidated financial
statements or related notes.



                                       36
<PAGE>   37


                         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 (successor to Garden State Newspapers, Inc. and
subsidiaries) as of June 30, 2001 and 2000, and the related consolidated
statements of operations, changes in shareholders' equity (deficit), and cash
flows for each of the three years in the period ended June 30, 2001. 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 (successor to Garden State Newspapers,
Inc. and subsidiaries) at June 30, 2001 and 2000, and the consolidated results
of their operations and their cash flows for each of the three years in the
period ended June 30, 2001, 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.


                                                    ERNST & YOUNG LLP

Denver, Colorado
September 7, 2001



                                       37
<PAGE>   38


                      MEDIANEWS GROUP, INC. & SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS

<Table>
<Caption>
                                                                                              June 30,
                                                                                    ---------------------------
                                                                                        2001           2000
                                                                                    ------------   ------------
                                                                                          (In thousands)
<S>                                                                                 <C>            <C>

                                      ASSETS

CURRENT ASSETS
Cash and cash equivalents .......................................................   $      7,149   $    144,632
Trade accounts receivable, less allowance for doubtful accounts of $10,923 and
      $9,910 at June 30, 2001 and 2000, respectively ............................         76,916        103,429
Other receivables ...............................................................         10,269          5,115
Inventories of newsprint and supplies ...........................................         14,554         19,708
Prepaid expenses and other assets ...............................................          5,354          6,245
Income taxes receivable .........................................................          6,539             --
                                                                                    ------------   ------------
      TOTAL CURRENT ASSETS ......................................................        120,781        279,129

PROPERTY, PLANT AND EQUIPMENT
Land ............................................................................         36,779         28,300
Buildings and improvements ......................................................        103,237        124,451
Machinery and equipment .........................................................        299,155        369,032
                                                                                    ------------   ------------
      TOTAL PROPERTY, PLANT AND EQUIPMENT .......................................        439,171        521,783
Less accumulated depreciation and amortization ..................................        117,765        157,011
                                                                                    ------------   ------------
      NET PROPERTY, PLANT AND EQUIPMENT .........................................        321,406        364,772

OTHER ASSETS
Investment in unconsolidated JOAs ...............................................        234,732         34,780
Subscriber accounts, less accumulated amortization of
      $91,781 and $76,192 at June 30, 2001 and 2000, respectively ...............        118,483        106,727
Excess of cost over fair value of net assets acquired, less
      accumulated amortization of $46,239 and $33,918 at
      June 30, 2001 and 2000, respectively ......................................        526,972        296,981
Covenants not to compete and other identifiable intangible
      assets, less accumulated amortization of $30,381 and $27,486 at
      June 30, 2001 and 2000, respectively ......................................          7,501         10,292
Net pension assets ..............................................................         38,886         32,787
Other ...........................................................................         19,971         13,424
                                                                                    ------------   ------------
      TOTAL OTHER ASSETS ........................................................        946,545        494,991
                                                                                    ------------   ------------


      TOTAL ASSETS ..............................................................   $  1,388,732   $  1,138,892
                                                                                    ------------   ------------
</Table>

                 See notes to consolidated financial statements


                                       38
<PAGE>   39


<Table>
<Caption>
                                                                                         June 30,
                                                                               ----------------------------
                                                                                   2001            2000
                                                                               ------------    ------------
                                                                             (In thousands, except share data)
<S>                                                                          <C>             <C>

                    LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES
Trade accounts payable .....................................................   $     16,027    $     24,409
Accrued employee compensation ..............................................         23,272          23,355
Accrued interest ...........................................................         19,904          17,594
Other accrued liabilities ..................................................         19,892          16,879
Unearned income ............................................................         22,886          25,632
Income taxes payable .......................................................             --           3,232
Current portion of long-term debt and obligations under capital leases .....          9,078          18,611
                                                                               ------------    ------------
      TOTAL CURRENT LIABILITIES ............................................        111,059         129,712

OBLIGATIONS UNDER CAPITAL LEASES ...........................................          7,148          16,538

LONG-TERM DEBT .............................................................        992,247         811,659

OTHER LIABILITIES ..........................................................         23,420          17,633

DEFERRED INCOME TAXES ......................................................         65,642          27,345

MINORITY INTEREST ..........................................................        166,479         135,066

SHAREHOLDERS' EQUITY
Common stock, par value $.001 per share; 3,000,000 shares authorized;
      2,314,346 and 2,298,346 shares issued and outstanding, respectively ..              2               2
Additional paid-in capital .................................................          3,631           3,631
Accumulated other comprehensive loss .......................................         (3,429)             --
Retained earnings (deficit) ................................................         24,533            (694)
Common stock in treasury, at cost, 16,000 shares ...........................         (2,000)         (2,000)
                                                                               ------------    ------------
      TOTAL SHAREHOLDERS' EQUITY ...........................................         22,737             939
                                                                               ------------    ------------

      TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY ...........................   $  1,388,732    $  1,138,892
                                                                               ============    ============
</Table>


                 See notes to consolidated financial statements


                                       39
<PAGE>   40


                      CONSOLIDATED STATEMENTS OF OPERATIONS

<Table>
<Caption>
                                                                                            Garden State
                                                            MediaNews Group, Inc. &          Newspapers,
                                                                 Subsidiaries            Inc. & Subsidiaries
                                                          ---------------------------    -------------------
                                                                          Years Ended June 30,
                                                          --------------------------------------------------
                                                              2001           2000               1999
                                                          ------------   ------------       ------------
                                                        (In thousands, except share and per share data)
<S>                                                      <C>            <C>                <C>

REVENUES
      Advertising .....................................   $    673,678   $    769,976       $    440,734
      Circulation .....................................        144,236        148,194            113,515
      Other ...........................................         35,272         28,936             15,936
                                                          ------------   ------------       ------------
         TOTAL REVENUES ...............................        853,186        947,106            570,185

COSTS AND EXPENSES
      Cost of sales ...................................        313,409        339,660            182,544
      Selling, general and administrative .............        382,549        421,981            253,506
      Depreciation and amortization ...................         64,480         62,438             43,884
      Interest expense ................................         82,241         75,758             56,765
      Other (net) .....................................         14,908          8,478             13,055
                                                          ------------   ------------       ------------
         TOTAL COSTS AND EXPENSES .....................        857,587        908,315            549,754

EQUITY INCOME IN UNCONSOLIDATED JOAS ..................         10,344          2,656              1,894

GAIN ON SALE OF NEWSPAPER PROPERTIES ..................         74,255        117,621                 --

MINORITY INTEREST .....................................         40,927         34,092             12,295
                                                          ------------   ------------       ------------

INCOME BEFORE INCOME TAXES ............................         39,271        124,976             10,030

INCOME TAX EXPENSE (BENEFIT) ..........................         14,044         (5,407)             4,474
                                                          ------------   ------------       ------------

INCOME BEFORE EXTRAORDINARY LOSS ......................         25,227        130,383              5,556
                                                          ------------   ------------       ------------

EXTRAORDINARY LOSS (net of taxes of $4,409) ...........             --             --             (6,378)
                                                          ------------   ------------       ------------

NET INCOME (LOSS) .....................................   $     25,227   $    130,383       $       (822)
                                                          ------------   ------------       ------------

<Caption>

NET INCOME (LOSS) PER COMMON SHARE:                                                          Pro Forma
                                                                                            ------------
<S>                                                       <C>            <C>                <C>
      Net income before extraordinary loss ............   $      10.98   $      56.40       $       3.48
      Extraordinary loss ..............................             --             --              (3.99)
                                                          ------------   ------------       ------------
      Net income (loss) per common share ..............   $      10.98   $      56.40       $      (0.51)
                                                          ------------   ------------       ------------
      Weighted average number of shares outstanding ...      2,298,346      2,311,679          1,596,022
                                                          ------------   ------------       ------------
</Table>



               See notes to consolidated financial statements


                                       40
<PAGE>   41


      CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (DEFICIT)

<Table>
<Caption>
                                                                        Accumulated
                                                                            Other        Retained       Common         Total
                                           Common       Additional     Comprehensive     Earnings      Stock in     Shareholders'
                                            Stock     Paid-In Capital       Loss         (Deficit)     Treasury   Equity (Deficit)
                                         ----------   ---------------  ------------    ------------    --------   ----------------
                                                                            (In thousands)
<S>                                      <C>          <C>              <C>             <C>             <C>        <C>


BALANCE AT JUNE 30, 1998 ..............  $        1     $     78,570   $         --    $    (45,024)   $     --    $     33,547
        Dividends to Parent ...........          --          (78,570)            --        (105,056)         --        (183,626)
        Loss ..........................          --               --             --            (822)         --            (822)
                                         ----------     ------------   ------------    ------------    --------    ------------
BALANCE AT JUNE 30, 1999 ..............           1               --             --        (150,902)         --        (150,901)
        Garden State merger with
           MediaNews ..................           1            3,631             --          19,825          --          23,457
        Treasury stock ................          --               --             --              --      (2,000)         (2,000)
        Net income ....................          --               --             --         130,383          --         130,383
                                         ----------     ------------   ------------    ------------    --------    ------------
BALANCE AT JUNE 30, 2000 ..............           2            3,631             --            (694)     (2,000)            939
     Comprehensive income:
        Cumulative effect of change
           in accounting principle,
           net of tax .................          --               --           (655)             --          --            (655)
        Unrealized loss on hedging
           activities, net of tax .....          --               --         (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
                                         ----------     ------------   ------------    ------------    --------    ------------
</Table>


                 See notes to consolidated financial statements


                                       41
<PAGE>   42


                      CONSOLIDATED STATEMENTS OF CASH FLOWS

<Table>
<Caption>
                                                                                                                  Garden State
                                                                                MediaNews Group, Inc. &            Newspapers,
                                                                                      Subsidiaries             Inc. & Subsidiaries
                                                                             ------------------------------    -------------------
                                                                                                Years Ended June 30,
                                                                             -----------------------------------------------------
                                                                                 2001              2000                 1999
                                                                             ------------      ------------         ------------
                                                                                              (In thousands)
<S>                                                                          <C>               <C>                  <C>

CASH FLOWS FROM OPERATING ACTIVITIES:
     Net income (loss) .................................................     $     25,227      $    130,383         $       (822)
     Adjustments to reconcile net income (loss) to net cash provided
       by operating activities:
        Depreciation ...................................................           31,365            33,497               18,247
        Amortization ...................................................           33,115            28,941               25,637
        Gain on sale of newspaper assets ...............................          (74,125)         (116,839)                 (87)
        Provision for losses on accounts receivable ....................           10,916            10,859                7,559
        Amortization of debt discount ..................................            3,255             3,811                4,147
        Debt issue cost and repurchase premiums ........................               --                --               18,620
        Minority interest ..............................................           40,927            34,092               12,295
        Equity income in unconsolidated JOAs ...........................          (10,344)           (2,656)              (1,894)
        Deferred income tax (benefit) expense ..........................           12,467           (12,299)               4,138
        Deferred pension assets ........................................           (5,948)           (2,802)                (606)
        Change in operating assets and liabilities:
          Accounts receivable ..........................................           (5,497)          (16,277)             (17,259)
          Inventories ..................................................           (4,876)             (203)                (170)
          Prepaid expenses and other assets ............................            1,393             1,100               (1,370)
          Accounts payable and accrued liabilities .....................          (21,956)           (1,315)              (1,399)
          Unearned income ..............................................           (4,714)           (2,689)                (273)
          Change in other assets and liabilities, net ..................           11,559             8,578               (4,872)
                                                                             ------------      ------------         ------------
            NET CASH FLOWS FROM OPERATING ACTIVITIES ...................           42,764            96,181               61,891

CASH FLOWS FROM INVESTING ACTIVITIES:
        Distributions from unconsolidated JOAs .........................           38,070             3,900                2,000
        Sale of newspaper assets .......................................          100,266           153,000                1,334
        Business acquisitions, net of cash acquired ....................         (425,345)          (13,251)             (60,999)
        Purchase of machinery and equipment ............................          (19,611)          (25,505)             (13,005)
                                                                             ------------      ------------         ------------
           NET CASH FLOWS FROM INVESTING ACTIVITIES ....................         (306,620)          118,144              (70,670)

CASH FLOWS FROM FINANCING ACTIVITIES:
        Issuance of long-term debt .....................................          363,851            60,838              469,793
        Reduction of long-term debt and other liabilities ..............         (197,731)          (94,158)            (243,513)
        Dividends paid to Parent .......................................               --                --             (183,626)
        Distributions paid to minority interest ........................          (39,747)          (39,118)             (13,702)
        Debt issuance cost and repurchase premiums .....................               --                --              (18,620)
        Repurchase of common stock .....................................               --            (2,000)                  --
                                                                             ------------      ------------         ------------
           NET CASH FLOWS FROM FINANCING ACTIVITIES ....................          126,373           (74,438)              10,332
                                                                             ------------      ------------         ------------

INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS .......................         (137,483)          139,887                1,553

CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR .........................          144,632             4,745                3,192
                                                                             ------------      ------------         ------------

CASH AND CASH EQUIVALENTS AT END OF YEAR ...............................     $      7,149      $    144,632         $      4,745
                                                                             ------------      ------------         ------------
</Table>


                 See notes to consolidated financial statements


                                       42
<PAGE>   43


                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1: REORGANIZATION AND BASIS OF PRESENTATION

     As a result of a corporate reorganization, which is more fully described
below, 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 ten states. The Company also owns radio stations
and one television station.

REORGANIZATION

     o    In June 1999, Affiliated Newspapers Investments, Inc., parent of
          Garden State Newspapers, Inc., changed its name to MediaNews Group,
          Inc.

     o    On June 30, 1999, MediaNews purchased an additional 20% interest in
          The Denver Post Corporation ("Denver Post") parent of The Denver Post
          and Eastern Colorado Publishing Company, bringing its total ownership
          interest in the Denver Post to 80%. In addition, the Denver Post
          Shareholder Agreement was modified, giving MediaNews control of the
          Denver Post board of directors. Accordingly, the Denver Post became a
          consolidated subsidiary of MediaNews.

     o    On September 1, 1999, Garden State Newspapers, Inc. was merged into
          MediaNews, with MediaNews as the surviving corporation.

BASIS OF PRESENTATION

     As a result of the reorganization described above, the consolidated
financial statements as of and for the periods ended June 30, 2001 and 2000
include the consolidated results of operations of MediaNews and its
subsidiaries, which includes The Denver Post Corporation and the operations of
the company formerly known as Garden State Newspapers, Inc. and subsidiaries
("Garden State"). See Note 3 for discussion of the formation of the Denver
Newspaper Agency. The consolidated financial statements for the year ended June
30, 1999, included in this 10-K, only includes the operations of Garden State.

NOTE 2:  SIGNIFICANT ACCOUNTING POLICIES AND OTHER MATTERS

PRINCIPLES OF CONSOLIDATION

     All intercompany accounts have been eliminated.

RECLASSIFICATION

     Certain prior year balances have been reclassified in order to conform to
current reporting classifications.

JOINT OPERATING AGENCIES

     A joint operating agency 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 ("JOA"). Editorial control and news at each
of the individual newspapers party to a JOA continue to be separate and outside
of a joint operating agency. The Company, through its subsidiaries, York
Newspapers, Inc., Charleston Publishing Company, Kearns-Tribune, LLC, and
beginning January 23, 2001, The Denver Post, participates in JOAs in York, PA,
Charleston, WV, Salt Lake City, UT, and Denver, CO, respectively.

     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,
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. Upon adoption of EITF 00-1,
effective June 30, 2000, the Company began accounting for its unconsolidated JOA
investments under the equity method. Accordingly, the Company now reports its
share of the unconsolidated JOA operations as a net amount in the consolidated
statement of operations under the financial statement line item "Equity Income
in Unconsolidated JOAs." Equity income in unconsolidated JOAs also includes the
amortization of goodwill and subscriber lists created by the original purchase
by the Company. The Company's investments in unconsolidated JOAs are included in
the consolidated balance sheet under the line item "Investment in Unconsolidated
JOAs". In accordance with EITF 00-1, all previously reported financial
statements were reclassified to conform to the new reporting classifications.


                                       43
<PAGE>   44


                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 2: SIGNIFICANT ACCOUNTING POLICIES AND OTHER MATTERS (CONTINUED)

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:

     o    AdOne LLC, a company that provides software tools and hosts classified
          advertising for daily and weekly newspapers throughout the United
          States (approximately 12.1% ownership interest);

     o    Employment Specialists, LLC, an internet based employment classified
          advertising application (approximately 40% ownership interest);

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

     These investments are included in the consolidated balance sheet as
long-term assets under the caption "Other assets."

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.

INTANGIBLE ASSETS

     Intangible assets acquired are recorded at their estimated fair values as
of the date of acquisition. The excess of cost over fair value of net assets
acquired is being amortized using the straight-line method over a period of 40
years. Subscriber accounts are amortized using the straight-line method over
periods ranging from 6 to 15 years, with a weighted average remaining life based
on the dates of acquisitions of approximately 9 years. Other identified
intangibles are being amortized using the straight-line method, generally over
periods not exceeding 10 years. See Recently Issued Accounting Standards for
further discussion regarding the impacts of adopting SFAS No. 142, Goodwill and
Other Intangible Assets.

LONG-LIVED ASSETS

     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
operations indicate impairment of long-lived asset values as a result of a
continual decline in performance or as a result of fundamental changes in a
newspaper's market, a determination is made as to whether the carrying value of
the newspaper's long-lived assets exceeds estimated realizable value. For
purposes of this determination, estimated realizable value is evaluated based on
values placed on comparable newspaper properties, generally based on a multiple
of revenue and/or operating profit (before depreciation and amortization).

DEBT DISCOUNT

     Debt discount is amortized in a manner that results in a constant rate of
interest over the life of the related debt.

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.



                                       44
<PAGE>   45


                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 2: SIGNIFICANT ACCOUNTING POLICIES AND OTHER MATTERS (CONTINUED)

ADVERTISING COSTS

     The Company expenses all advertising cost as incurred. Advertising costs
included in the consolidated statement of operations for the fiscal years ended
June 30, 2001 and 2000, were approximately $3.1 million and $7.4 million,
respectively. Advertising costs were immaterial in 1999.

USE OF ESTIMATES

     The preparation of financial statements in accordance with generally
accepted accounting principles at times requires the use of estimates and
assumptions that affect the reported amount of assets, liabilities, revenues and
expenses. Actual results could differ from these estimates.

REVENUE RECOGNITION

     Advertising revenue is recognized when advertisements are published or
aired. Circulation revenue is recognized when the newspaper is delivered to the
customer.

EARNINGS PER SHARE

     Earnings per share for fiscal year 1999, has been restated to give effect
to the merger of Garden State into MediaNews as if the merger occurred effective
July 1, 1998. The pro forma weighted average outstanding shares at June 30, 1999
is based on the historical number of shares of tracking stock issued by
MediaNews, which are attributable to Garden State and its subsidiaries.

DISCLOSURES ABOUT SEGMENTS OF AN ENTERPRISE AND RELATED INFORMATION

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

CHANGE IN ACCOUNTING PRINCIPLE

     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 comprehensive income
consisting of unrealized gains and losses, which have not previously been
included in the traditional income statement. 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 on July 1, 2000. Under SFAS No. 133, the Company's newsprint and
interest rate swap agreements are recorded at fair value and changes in the
value of such contracts, net of income taxes, is reported in comprehensive
income. For purposes of calculating income taxes related to comprehensive
income, the Company uses its combined statutory rate for federal and state
income taxes. The periodic net settlements made under the newsprint swap
agreements is reflected in operations in the period the newsprint is consumed.
The net settlements made under the interest rate swap agreements are reflected
in operations as an adjustment to interest expense over the term of the related
swap. The adoption of SFAS No. 133 on July 1, 2000 resulted in the cumulative
effect of an accounting change of approximately ($0.7) million net of a tax
benefit of approximately $0.5 million and is included as a component of other
comprehensive income. The current year unrealized loss on hedging activities is
approximately ($2.8) million, net of a tax benefit of approximately $1.9
million, and is also included as a component of other comprehensive income.



                                       45
<PAGE>   46

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 2: SIGNIFICANT ACCOUNTING POLICIES AND OTHER MATTERS (CONTINUED)

RECENTLY ISSUED ACCOUNTING STANDARDS

     The Financial Accounting Standards Board issued SFAS No. 142, Goodwill and
Other Intangible Assets. The standard must be adopted by July 1, 2002, but the
Company has chosen to early adopt the standard 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 these assets are periodically reviewed for impairment. All other
intangibles with a finite useful life will continue to be amortized over their
remaining useful life. Had SFAS No. 142 been in effect for the Company's fiscal
years 2001, 2000, and 1999, the results of operations on a pro forma basis would
have been as follows:

<Table>
<Caption>
                                                                                                           Garden State
                                                                        MediaNews Group, Inc. &             Newspapers,
                                                                             Subsidiaries              Inc. & Subsidiaries
                                                                     -----------------------------     -------------------
                                                                                        Years Ended June 30,
                                                                     -----------------------------------------------------
                                                                         2001             2000                 1999
                                                                     ------------     ------------         ------------
                                                                         (In thousands, except per share data)
<S>                                                                  <C>              <C>                  <C>

Previously reported net income (loss) ..........................     $     25,227     $    130,383         $       (822)
Amortization-goodwill and other indefinite lived intangibles ...           14,655            9,140                7,514
                                                                     ------------     ------------         ------------
Net income under SFAS No. 142 ..................................     $     39,882     $    139,523         $      6,692
                                                                     ------------     ------------         ------------
Earnings per share under SFAS No. 142 ..........................     $      17.35     $      60.36         $       4.19
                                                                     ------------     ------------         ------------
</Table>

NOTE 3: JOINT OPERATING AGREEMENTS

     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 ("DNA"). 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. In addition to the assets contributed to DNA, Scripps also paid MediaNews
$60.0 million to obtain its 50% interest in the 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 Denver JOA, all newspaper functions performed by
DNA are accounted for under the equity method beginning January 23, 2001. The
Company continues to consolidate its editorial and other non-JOA expenses
related to The Denver Post as well as the operations of The Denver Post
Corporation's subsidiary, Eastern Colorado Publishing Company, comprised of
several small daily and weekly newspapers.

     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% interest in the Newspaper Agency Corporation (the "NAC").
The NAC is operated under the terms of a JOA between Kearns-Tribune, LLC and the
Deseret News Publishing Company. Under the terms of this JOA, the NAC is
responsible for performing all the business functions of the Salt Lake Tribune
and the Deseret News, including advertising and circulation sales, production
and distribution. News and editorial related to the Salt Lake Tribune are
performed separately from the NAC and are the sole responsibility of
Kearns-Tribune, LLC. While Kearns-Tribune, LLC owns 50% of the NAC, net income
of the NAC is distributed 58% to Kearns-Tribune, LLC and 42% to the Deseret News
Publishing Company. The Company consolidates the operations of Kearns-Tribune,
LLC, which includes the editorial costs of the Salt Lake Tribune; however, its
corresponding investment in the NAC is accounted for under the equity method of
accounting.

     On August 22, 1998, Charleston Publishing Company, a wholly owned
subsidiary of MediaNews, acquired a 50% interest in Charleston Newspapers, a
joint venture, 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 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. The Company accounts for its investment in
Charleston Newspapers using the equity method of accounting.

     Effective March 1990, York Newspapers, Inc. ("YNI") entered into a general
partnership, York Newspaper Company (the "Agency"), with York Daily Record, Inc.
("YDR"). YNI, YDR and the Agency entered into a JOA under which the Agency is
responsible for all newspaper publishing operations, other than news and
editorial, including production, sales, distribution and administration. The
Agency 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 the


                                       46
<PAGE>   47

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 3: JOINT OPERATING AGREEMENTS (CONTINUED)

Agency and is the controlling partner. The operations of the Agency are
consolidated with those of the Company, with a minority interest reflected for
YDR's interest in the Agency. The operating results of the Agency do not include
the editorial costs associated with the publication of the York Daily Record,
which is not owned by the Company.

     In September 1996, the Company signed a call/put agreement under which YNI
can purchase YDR's interest in the agency or YDR can put its interest in the
Agency 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 2-1/2%). 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.

NOTE 4: UNCONSOLIDATED COMPANIES, INCLUDING JOAS

     The following table represents the summary financial data, on a combined
basis, for the Company's investments accounted for under the equity method,
including unconsolidated JOAs.

<Table>
<Caption>
                                                                       Garden State
                                    MediaNews Group, Inc. &             Newspapers,
                                         Subsidiaries              Inc. & Subsidiaries
                                 -----------------------------     -------------------
                                               Fiscal Years Ended June 30,
                                 -----------------------------------------------------
                                     2001             2000                1999
                                 ------------     ------------        ------------
                                                     (In thousands)
<S>                              <C>              <C>                 <C>

Current assets .............     $    110,034     $     14,729        $     11,007

Non-current assets .........          261,233           41,435              34,315

Current liabilities ........           62,600           15,239               8,742

Non-current liabilities ....           47,720           28,922              22,995

Total revenues .............          318,709           60,390              33,537

Net income .................           12,312            2,945               5,071
</Table>

NOTE 5: INVESTMENT IN PARTNERSHIPS

     On March 31, 1999, through its wholly owned subsidiary, West Coast
MediaNews LLC, the Company formed the California Newspapers Partnership with
Donrey Newspapers LLC ("Donrey") and The Sun Company of San Bernardino
California ("Gannett"). The Company contributed ANG Newspapers, comprised of six
daily newspapers published in the San Francisco Bay area; San Gabriel Valley
Newspapers, which includes three daily newspapers published in the Los Angeles
area; and the Times-Standard, a daily newspaper published in Eureka, California;
and all the weekly publications published by these daily newspapers in exchange
for a 58.8% partnership interest. Donrey contributed ten daily newspapers and
two non-daily newspapers, located in California, most of which are located in
close proximity to the Company's California newspaper publications, in exchange
for a 28.5% partnership interest. Gannett initially contributed the San
Bernardino County Sun in exchange for a 12.7% partnership interest. On October
1, 2000, Gannett also contributed the Marin Independent Journal (see additional
discussion below). Effective with the Marin contribution, MediaNews, Donrey and
Gannett's interests in the California Newspapers Partnership were adjusted to
54.23%, 26.28%, and 19.49%, respectively to give effect to the contribution.

     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 debt. All
principal and interest payments associated with this debt are charged to the
MediaNews capital account at the California Newspapers Partnership as a
distribution. Approximately $2.7 million of principal and interest payments were
made in fiscal year 2001 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, Donrey 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.


                                       47
<PAGE>   48

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 5: INVESTMENT IN PARTNERSHIPS (CONTINUED)

     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 its
interest 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.

     Donrey and Gannett each have a separate right to "put" their interest in
the partnership to the other two partners at fair market value. Donrey and
Gannett can exercise these put rights anytime after January 1, 2005 and 2003,
respectively. Upon notification of the put and obtaining a valuation of the
partnership interest, the remaining partners have two years to complete the
purchase.

     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 Donrey and Gannett, plus the minority Partner's share of
earnings, net of distributions. The California Newspapers Partnership made cash
distributions to the Company in the amount of $37.4 million, $41.4 million, and
$9.6 million in fiscal year 2001, 2000, and 1999, respectively.

NOTE 6: ACQUISITIONS AND DISPOSITIONS

ACQUISITIONS

     Fiscal 2001

     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 newspaper has daily and Sunday paid circulation of
approximately 78,000 and 89,000, respectively. Proceeds of approximately $145.0
million from the sale of newspapers on June 30, 2000 and borrowings under the
Company's bank credit facility were used to fund the acquisition.

     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, and has circulation of approximately 40,000 daily and 40,000
Sunday (See Note 5).

     Effective October 31, 2001, the Company received substantially all the
assets of the 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. The Current-Argus has daily and Sunday circulation of approximately
8,200 and 8,400, respectively.

     Effective January 2, 2001, MediaNews purchased the stock of Kearns-Tribune,
LLC for $192.0 million, net of cash on hand at the NAC. Kearns-Tribune, LLC owns
the masthead of the Salt Lake Tribune and a 50% interest in the NAC. The NAC is
operated under the terms of a JOA between Kearns-Tribune, LLC and the Deseret
News Publishing Company (See Note 3). The Salt Lake Tribune has daily and Sunday
circulation of approximately 136,000 and 160,000, respectively. The combined JOA
has daily and Sunday circulation of approximately 200,000 and 230,000,
respectively. While Kearns-Tribune, LLC owns 50% of the NAC, net income of the
JOA is distributed 58% to Kearns-Tribune, LLC and 42% to the Deseret News
Publishing Company.

     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. The Lake County Record-Bee has daily circulation of
approximately 6,300.

     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. The newspaper has daily and Sunday circulation of approximately 7,200
and 8,300, respectively.



                                       48
<PAGE>   49

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 6: ACQUISITIONS AND DISPOSITIONS (CONTINUED)

     Fiscal 2001 (continued)

     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.

     These acquisitions have been accounted for as purchases; accordingly, the
consolidated financial statements include the operations of the acquired
businesses from the date of each acquisition. The assets acquired and the
liabilities assumed have been recorded at their estimated fair market value at
the date of acquisition. The estimated fair market value of assets acquired
reflects management's current best estimate but are subject to change in the
final allocation of purchase price.

     Fiscal 2000

     Effective October 1, 1999 and January 1, 2000, the California Newspapers
Partnership, purchased a shopper in Ukiah, California and a weekly newspaper in
Milpitas, California, respectively. The purchase price of approximately $2.7
million, included cash and future payments under covenants not to compete.

     Effective October 31, 1999, the Company acquired substantially all of the
assets used in the publication of the Deming Headlight, a morning newspaper
published in Deming, New Mexico, for approximately $2.0 million cash. The
newspaper has daily paid circulation of approximately 3,700.

     Effective March 1, 2000, the Company acquired substantially all the assets
used in the publication of six weekly newspapers and three monthly publications,
distributed in and around Ayer, Massachusetts. The purchase price of
approximately $4.2 million, included cash, a note payable and future payments
under covenants not to compete.

     Effective May 26, 2000, the Company acquired the stock of Northern
Television, Inc. (KTVA, a CBS affiliate), a broadcasting company in Anchorage,
Alaska, for approximately $7.0 million in cash, including assumed debt.
Subsequent to the acquisition, Northern Television was renamed the Alaska
Broadcasting Company. In addition, the Company exchanged a note payable assumed
in the transaction for 5% of Alaska Broadcasting Company's common stock.

     Fiscal 1999

     On August 22, 1998, the Company acquired a 50% interest in Charleston
Newspapers for approximately $47.0 million. Charleston Newspapers is a joint
venture, 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 Joint Operating Agreement (JOA) (See Note 3).

     Effective October 1, 1998, the Company acquired substantially all of the
assets used in the publication of the Daily Times, a morning newspaper published
in Farmington, New Mexico, for approximately $14.9 million in cash and
discounted notes with the prior owners.

     On March 31, 1999, one of the Company's subsidiaries, West Coast MediaNews
LLC, formed the California Newspapers Partnership with Donrey Newspapers LLC
("Donrey") and the Sun Company of San Bernardino, California ("Gannett") (See
Note 5).

DISPOSITIONS

     Fiscal 2001

     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
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.

     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.



                                       49
<PAGE>   50

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 6: ACQUISITIONS AND DISPOSITIONS (CONTINUED)

     Fiscal 2000

     Effective July 31, 1999, the California Newspapers Partnership sold the
assets of The Hemet News and Moreno Valley Times for a pre-tax gain of
approximately $3.3 million. A portion of the proceeds from the sale was used to
purchase the California Newspapers Partnership newspaper assets in Milpitas,
California described above. The remaining cash was distributed to the partners
in the California Newspapers Partnership.

     Effective June 30, 2000, the Company sold substantially all of the assets
used in the publication of The Express Times, in Easton, Pennsylvania; the
Gloucester County Times, in Woodbury, New Jersey; Today's Sunbeam, in Salem, New
Jersey; the Bridgeton News, in Bridgeton, New Jersey and the North Jersey weekly
newspapers for $145.0 million in cash, plus an adjustment for working capital.
The Company recognized a pre-tax gain on the sale of approximately $114.3, net
of selling expenses.

     Pro Forma Financial Data - 2001

     The following table sets forth the unaudited pro forma operating results
had the significant fiscal 2001 transactions (the acquisition of the Connecticut
Post, and Kearns-Tribune, LLC and the disposition of the Daily Nonpareil)
occurred on July 1, 2000 and 1999:

<Table>
<Caption>
                                     Fiscal Year Ended June 30,
                                   -----------------------------
                                       2001             2000
                                   ------------     ------------
                                (In thousands, except per share data)
<S>                             <C>               <C>
Revenues .....................     $    865,998     $  1,003,163
Net income ...................     $     23,402     $    126,544
Earnings per share ...........     $      10.18     $      54.73
</Table>

NOTE 7: LONG-TERM DEBT

LONG-TERM DEBT

     MediaNews assumed all of Garden State's debt, when the two companies were
merged in September 1999. Long-term debt consisted of the following at June 30
of each year:

<Table>
<Caption>
                                                                 2001             2000
                                                             ------------     ------------
                                                                    (In thousands)
<S>                                                         <C>              <C>

Bank Term Loan ................................... (I)       $    150,000     $         --
Bank Credit Facility ............................. (II)           256,500          231,950
Various Notes, payable through December, 2002 .... (III)           27,614           31,121
8.75% Senior Subordinated Notes, due 2009 ........ (IV)           300,186          300,204
8.625% Senior Subordinated Notes, due 2011 ....... (V)            199,219          199,171
9.00% Subordinated Promissory Note ............... (VI)            60,509           58,258
York Newspaper Company's debt .................... (VII)            7,161            7,901
                                                             ------------     ------------
                                                                1,001,189          828,605
Less current portion of long-term debt ...........                  8,942           16,946
                                                             ------------     ------------
                                                             $    992,247     $    811,659
                                                             ------------     ------------
</Table>


     (footnotes on following page)


                                       50
<PAGE>   51

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 7: LONG-TERM DEBT (CONTINUED)

(footnotes from preceding page)

     I.   January 2, 2001, the Company entered into an amended and restated
          credit agreement that provided for a $125.0 million Term Loan
          (subsequently increased to $150.0 million, on February 8, 2001), in
          addition to the Company's existing $350.0 million Bank Credit Facility
          (discussed below). Borrowings under the Term Loan bear interest at
          rates based upon, at the Company's option, Eurodollar or prime rates
          plus a spread, based on the Company's leverage ratio. Term Loan
          borrowing margins for Eurodollar and prime vary from 2.375% to 1.5%
          and 1.125% to .25%, respectively. During the first six months of the
          Term Loan the Eurodollar and prime borrowings margins were set at
          2.375% and 1.125%, respectively. The Term Loan requires quarterly
          installments as follows: $15.0 million on September 30 and December
          31, 2003, $9.375 million on March 31, 2004 through December 31, 2005
          and $11.25 million on March 31, 2006 through December 31, 2006.
          Borrowing margins under the existing $350.0 million credit facility
          remain and are 25 to 50 basis points lower than the Term Loan.

     II.  On June 30, 1999, the Company entered into a seven year, amended and
          restated Bank Credit Facility ("Bank Credit Facility"), which provides
          for borrowings up to $350.0 million, including $15.0 million that can
          be used for standby letters of credit. Borrowings under the Bank
          Credit Facility bear interest at rates based upon, at the Company's
          option, Eurodollar or prime rates plus a spread based on the Company's
          leverage ratio. Borrowing margins for prime and Eurodollar borrowings
          vary from 0.875% to 0.125% and 2.125% to 1.00%, respectively. Interest
          on prime borrowings is payable quarterly in arrears. Interest on
          Eurodollar borrowings is due at the end of each interest rate contract
          or quarterly, if the interest rate contract exceeds three months. In
          addition to interest, the Company pays an annual commitment fee of
          0.5% to 0.25% on the unused portion of the commitment based on the
          Company's leverage ratio. In conjunction with the Bank Credit
          Facility, the Company paid $3.0 million of fees and expenses, of which
          Garden State charged $2.2 million of debt issuance costs to other
          expense in fiscal year 1999. The remaining debt issuance costs were
          charged to the Denver Post in conjunction with its borrowings under
          the Bank Credit Facility. The Bank Credit Facility requires a
          mandatory $75.0 million reduction in the credit commitment on
          September 30, 2003 and quarterly reductions of $25.0 million beginning
          December 31, 2003, with a final reduction on June 30, 2006. The Bank
          Credit Facility and the Term Loan are secured by a pledge of capital
          stock of the Company and its subsidiaries. The Bank Credit Facility
          and the Term Loan contain 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 Bank Credit Facility requires compliance with certain
          cash flow ratios, debt and senior debt to operating cash flow,
          operating cash flow to pro forma debt service and pro forma interest
          expense and operating cash flow to fixed charges.

     III. 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 6.0%. The notes bearing
          interest at below market rates have been discounted at rates ranging
          from 9.0% to 12.0%. The majority of these notes and other debt
          obligations are unsecured obligations of the Company.

     IV.  In October 1997 and February 1998, Garden State issued in the
          aggregate $300.0 million of Senior Subordinated Notes due 2009. These
          notes bear interest at 8.75% payable semi-annually, in arrears, on
          April 1 and October 1. The 8.75% Senior Subordinated Notes were issued
          at a small premium, resulting in net proceeds to the Company of
          approximately $300.0 million, excluding related debt issuance costs.
          No principal payments are required until October 1, 2009, at which
          time the outstanding principal amount is due and payable. The 8.75%
          Senior Subordinated Notes are subordinated and junior in right of
          payment to obligations under the Bank Credit Facility and Term Loan.
          The 8.75% Senior Subordinated Notes are general unsecured obligations
          of the Company ranking pari passu in right of payment with the 8.625%
          Senior Subordinated Notes 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.

     V.   In the third quarter of fiscal year 1999, Garden State issued $200.0
          million of 8.625% Senior Subordinated Notes due 2011. Interest
          accruing on the 8.625% Senior Subordinated Notes is payable
          semi-annually, in arrears on January 1 and July 1. The indebtedness
          evidenced by the 8.625% Senior Subordinated Notes are subordinated and
          junior in right of payment to obligations under the Bank Credit
          Facility and Term Loan. No principal payments are required until July
          1, 2011, at which time all outstanding principal and interest is due
          and payable. The 8.625% Senior Subordinated Notes are general
          unsecured obligations of the Company ranking pari passu in right of
          payment with the existing 8.75% Senior Subordinated Notes.

(footnotes continue on following page)



                                       51
<PAGE>   52

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 7: LONG-TERM DEBT (CONTINUED)

(footnotes from preceding page)

     VI.  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. Interest accruing on the Promissory Note is payable quarterly,
          provided that on each interest payment date occurring on or prior to
          December 31, 2002, the Company may elect to defer payment of any or
          all accrued and unpaid interest. However, in calendar years 2000, 2001
          and 2002, the Company must pay the lesser of $3.0 million or all
          accrued and unpaid interest due in such year. Deferred interest at
          June 30, 2001 was approximately $12.9 million. The Company paid $3.0
          million in interest in both fiscal years 2001 and 2000. The Promissory
          Note is subordinated and junior in right of payment to the Bank Credit
          Facility, Term Loan and senior subordinated debt. No scheduled
          principal payments are required until January 31, 2010, at which time
          the outstanding principal amount is due and payable.

     VII. York Newspaper Company has a revolving credit note and a term bank
          loan totaling $5.5 million at June 30, 2001, which was modified in
          fiscal year 2001 to extend the maturity date. The revolving credit
          note and bank term loan requires monthly payments through October
          2005. York Newspaper Company also has a promissory note, with a
          balance of $1.7 million at June 30, 2001, which requires monthly
          payments through October 2025. The obligations are secured by the
          assets of York Newspaper Company and are non-recourse to MediaNews.

     Maturities of long-term debt as of June 30, 2001, for the five fiscal years
     ending June 30, 2006 and thereafter, are shown below (in thousands).

<Table>
<S>                                     <C>
2002 ..............................     $      8,942
2003 ..............................            7,070
2004 ..............................          107,596
2005 ..............................          140,232
2006 ..............................          145,601
Thereafter ........................          591,748
                                        ------------
                                        $  1,001,189
                                        ------------
</Table>

     Interest paid during the fiscal years ended June 30, 2001, 2000, and 1999
was approximately $76.8 million, $66.0 million, and $53.6 million, respectively.
No interest was capitalized during fiscal years 2001 and 1999. Approximately
$0.3 million of interest was capitalized during the fiscal year ended June 30,
2000.

     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 $0.6 million as of June 30, 2001. In
addition, the Company issued approximately $1.4 million of additional letters of
credit in support of its obligations under non-compete agreements entered into
in connection with an acquisition on August 31, 1995.

     The fair market value of the 8.625% Senior Subordinated Notes and the 8.75%
Senior Subordinated Notes at June 30, 2001 was approximately $189.0 million and
$289.0 million, respectively. The carrying value of the Company's long-term
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 its
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.

     The Company enters into interest rate swap agreements to reduce its
exposure to the uncertainty of short term interest rate fluctuations associated
with its outstanding bank debt. The Company's interest rate swap agreements are
designated with a notional principal balance and generally have terms of 90
days. These agreements involve a notional amount and the exchange of a fixed
interest rate for a variable interest rate over the life of a swap agreement
without an exchange of the notional amount upon settlement. The differential to
be paid or received as interest rates change is accrued and recognized as an
adjustment of interest expense related to the debt. The related amount payable
to or receivable from counterparties is included in other liabilities or assets.
The swap agreements are recorded at their fair value and changes in the fair
value of such contracts are reported in comprehensive income.




                                       52
<PAGE>   53

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 7: LONG-TERM DEBT (CONTINUED)

DEBT REFINANCING

     In fiscal year 1999, Garden State repurchased its 12% Senior Subordinated
Secured Notes ("12% Notes") due 2004. The Company paid approximately $8.9
million in repurchase premiums and consent payments associated with the early
extinguishments of this debt, which has been recorded as an extraordinary loss,
net of income tax benefits.

     On June 17, 1999, the Company repurchased notes payable to certain
shareholders of MediaNews for $5.1 million. These notes had been discounted at
13.5% and were scheduled to mature on June 30, 2006. The early redemption of
these notes resulted in an extraordinary loss of approximately $1.9 million.

     On March 16, 1999, Garden State issued $200.0 million of 8.625% Senior
Subordinated Notes due 2011. Proceeds from the sale of these notes, along with
borrowing under the Bank Credit Facility, were used to repay existing bank debt,
repurchase notes payable to MediaNews shareholders and pay a dividend to
MediaNews. The dividend was paid to MediaNews in order to fund MediaNews'
repurchase of its Senior Discount Debentures. In conjunction with the issuance
of the 8.625% Senior Subordinated Notes, the Company paid approximately $5.6
million of debt issuance costs, which were charged to expense in fiscal year
1999. These costs have been included in other expense in the accompanying
consolidated statement of operations.

NOTE 8: LEASES

     The California Newspapers Partnership and The Denver Post (prior to the
January 23, 2001 formation of DNA) lease 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:

<Table>
<Caption>
                                               2001              2000
                                           ------------      ------------
                                                   (In thousands)
<S>                                        <C>               <C>

Building .............................     $      6,934      $      6,934
Machinery and equipment ..............               --            17,481
Accumulated amortization .............           (2,735)           (8,851)
                                           ------------      ------------
Assets under capital leases, net .....     $      4,199      $     15,564
                                           ------------      ------------
</Table>

     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, $8.3 million, and $2.6
million for the fiscal years ended June 30, 2001, 2000, and 1999, respectively.
Contingent rentals are not significant. Future minimum payments on capital and
operating leases are as follows at June 30, 2001:

<Table>
<Caption>
                                                        Capital        Operating
                                                        Leases          Leases
                                                     ------------     ------------
                                                            (In thousands)
<S>                                                  <C>              <C>
2002 ...........................................     $        931     $      3,741
2003 ...........................................              931            3,302
2004 ...........................................              931            3,070
2005 ...........................................              931            2,341
2006 ...........................................              931            2,189
Thereafter .....................................           12,169            3,189
                                                     ------------     ------------
Total minimum lease payments ...................           16,824     $     17,832
                                                                      ------------
Less amount representing interest ..............            9,540
                                                     ------------
Present value of net future lease payments .....     $      7,284
                                                     ------------
</Table>



                                       53
<PAGE>   54

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 9: EMPLOYEE BENEFIT PLANS

PENSION PLANS

     In conjunction with the acquisition of The Sun in Lowell, Massachusetts and
the Daily News, in Los Angeles, California during fiscal year 1998, 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. The Sun's pension plan was combined with another of the Company's
underfunded pension plan, to create a combined overfunded pension plan.

     The Denver Post has and continues to sponsor two noncontributory defined
benefit pension plans, which cover substantially all their current employees and
its former employees that were hired by DNA, other than certain union employees
covered by multi-employer pension plans under collective bargaining agreements.
The plan covering salaried and management employees provide 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
pension plans along with an amount of net pension asset to still be actuarially
determined to fund the obligation. In June 2001, the first stage of these
transfers occurred effective April 1, 2001. The amount of obligations
transferred was approximately $11.4 million and is reflected in the June 30,
2001 financial statements. A similar amount of the plan assets was also
transferred at that time and is reflected in the June 30, 2001 financial
statements. The Company recognized approximately $3.0 million of pension income
due to this transfer of the plan liabilities. It is currently anticipated that
the Company will need to transfer an additional $13.0 million during fiscal year
2002 to the DNA pension plans in order to fully fund the benefit obligation.

     The Denver Post editorial employees, terminated vested employees and
retired employees will continue to be covered by the two plans sponsored by The
Denver Post.

     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.

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, 2000, and 1999,
was approximately $3.6 million, $4.5 million, and $1.9 million, respectively.

     The Denver Post also accrued approximately $1.0 million for early
retirement incentives, which consist of supplemental retirement benefits for
certain employees who retire between the age of sixty-two and sixty-five. The
supplemental retirement benefits consist of cash payments to supplement the
retiree's pension.



                                       54
<PAGE>   55

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 9: EMPLOYEE BENEFIT PLANS (CONTINUED)

     The components of net periodic pension and other defined benefit plans for
the Company as of June 30 each year are as follows (in thousands except for
assumptions data):

<Table>
<Caption>
                                                                     Pension Plans                         Other Benefits
                                                            -------------------------------       -------------------------------
                                                                2001               2000               2001               2000
                                                            ------------       ------------       ------------       ------------
<S>                                                         <C>                <C>                <C>                <C>
Change in Benefit Obligation
      Benefit Obligation at Beginning of Year .........     $     84,199       $     86,067       $      3,112       $      3,261
      Service Cost ....................................            1,633              2,113                 40                 45
      Interest Cost ...................................            6,336              6,237                237                236
      Amendments ......................................            2,687                791                 --                 --
      Curtailment .....................................              259                 --                 --                 --
      Termination Benefits ............................              763                 --                 --                 --
      Actuarial Loss (Gain) ...........................            2,625             (5,756)               443               (211)
      Transfer to Denver Newspaper Agency .............          (11,372)                --                 --                 --
      Benefits Paid ...................................           (5,019)            (5,253)              (308)              (219)
                                                            ------------       ------------       ------------       ------------
      Benefit Obligation at End of Year ...............     $     82,111       $     84,199       $      3,524       $      3,112
                                                            ------------       ------------       ------------       ------------

Change in Plan Assets
      Fair Value of Plan Assets at Beginning of Year ..     $    132,607       $    122,560       $         --       $         --
      Actual Return on Plan Assets ....................           (7,665)            15,300                 --                 --
      Company Contributions ...........................               --                 --                308                219
      Transfer to Denver Newspaper Agency .............           (9,145)                --                 --                 --
      Benefits Paid ...................................           (5,019)            (5,253)              (308)              (219)
                                                            ------------       ------------       ------------       ------------
      Fair Value of Plan Assets at End of Year ........     $    110,778       $    132,607       $         --       $         --
                                                            ------------       ------------       ------------       ------------

      Funded Status ...................................     $     28,667       $     48,408       $     (3,524)      $     (3,112)
      Curtailment .....................................              259                 --                 --                 --
      Termination Benefits ............................              763                 --                 --                 --
      Unrecognized Net Actuarial Loss/(Gain) ..........            3,346            (19,285)              (961)            (1,542)
      Unrecognized Prior Service Cost .................            5,851              3,664                (10)               (13)
                                                            ------------       ------------       ------------       ------------
      Prepaid (Accrued) Benefit Cost ..................     $     38,886       $     32,787       $     (4,495)      $     (4,667)
                                                            ------------       ------------       ------------       ------------

Assumptions as of June 30
      Discount Rate ...................................              7.5%               8.0%               7.5%               8.0%
      Expected Return on Plan Assets ..................      9.0% - 10.0%       8.0% - 10.0%                --                 --
      Rate of Compensation Increase ...................              5.0%               5.0%                --                 --

Components of Net Periodic Benefit Cost
      Service Cost ....................................     $      1,633       $      2,113       $         40       $         45
      Interest Cost ...................................            6,336              6,237                237                235
      Expected Return on Plan Assets ..................          (12,331)           (11,139)                --                 --
      Amortization of Deferral ........................              317                (13)              (140)              (170)
      Recognized Net Actuarial Gain ...................             (251)                --                 --                 --
      Settlement Gain .................................           (3,009)                --                 --                 --
                                                            ------------       ------------       ------------       ------------
      Net Periodic (Benefit) Cost .....................     $     (7,305)      $     (2,802)      $        137       $        110
                                                            ------------       ------------       ------------       ------------
</Table>



                                     55
<PAGE>   56

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 9: EMPLOYEE BENEFIT PLANS (CONTINUED)

     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:


<Table>
<Caption>
                                                               1 Percentage           1 Percentage
                                                              Point Increase         Point Increase
                                                              --------------         --------------
<S>                                                           <C>                    <C>
Effect on total of service & interest cost components.......  $       22,000         $      (20,000)
Effect on postretirement benefit obligation.................  $      263,000         $     (237,000)
</Table>


     The July 1, 2001 assumed health care trend rate was 5.0%. 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 10: INCOME TAXES

     The income tax provision (benefit) for each of the three years ended June
30, 2001, 2000, and 1999, consists of the following:

<Table>
<Caption>
                                                                              Garden State
                                                                            Newspapers, Inc.
                                     MediaNews Group, Inc. & Subsidiaries    & Subsidiaries
                                     ------------------------------------   ----------------
                                            2001             2000                 1999
                                        ------------     ------------        ------------
                                                        (In thousands)
<S>                                     <C>              <C>                 <C>

Current:
      State .......................     $      1,370     $      5,820        $       (437)
      Federal .....................              207            1,072              (3,633)
Deferred:
      State .......................            1,682           (4,912)                984
      Federal .....................           10,785           (7,387)              7,560
                                        ------------     ------------        ------------
Net provision (benefit) ...........     $     14,044     $     (5,407)       $      4,474
                                        ------------     ------------        ------------
</Table>

     A reconciliation between the actual income tax expense for financial
statement purposes and income taxes computed by applying the statutory Federal
income tax rate to financial statement earnings before income taxes for the
three years ended June 30, 2001, 2000, and 1999 is as follows:

<Table>
<Caption>
                                                                                                            Garden State
                                                                                                          Newspapers, Inc.
                                                                   MediaNews Group, Inc. & Subsidiaries    & Subsidiaries
                                                                   ------------------------------------   ----------------
                                                                          2001               2000               1999
                                                                      ------------       ------------       ------------
<S>                                                                   <C>                <C>                <C>

Statutory federal income tax rate ...............................               35%                35%                35%
      Effect of:
          State income tax net of federal benefit ...............                5                  1                  4
          Utilization of net operating losses ...................               --                (25)                 1
          Book/tax basis difference associated with
            acquisitions and non-deductible acquisition costs ...                6                 (1)                 2
          1031 exchange .........................................               (7)               (14)                --
          Minority interests ....................................                3                 --                 --
          Dividends received deduction ..........................               (5)                --                 --
          Other, net ............................................               (1)                --                  3
                                                                      ------------       ------------       ------------
Financial statement effective tax rate ..........................               36%                (4)%               45%
                                                                      ------------       ------------       ------------
</Table>


                                       56
<PAGE>   57

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 10: INCOME TAXES (CONTINUED)

     Components of the long-term deferred tax assets and liabilities as of June
30, 2001 and 2000 are as follows:

<Table>
<Caption>
                                                         2001              2000
                                                     ------------      ------------
                                                             (In thousands)
<S>                                                  <C>               <C>
Deferred tax assets:
Net operating losses and other credits .........     $     21,957      $     33,204
Deferred employee compensation .................            5,264             4,137
Notes payable ..................................            5,720             5,418
Other ..........................................            4,106             2,253
                                                     ------------      ------------
                                                           37,047            45,012
Valuation allowance ............................           (9,280)           (8,000)
                                                     ------------      ------------
Deferred tax assets ............................           27,767            37,012

Deferred tax liabilities:
Fixed assets ...................................           12,224            34,112
Intangibles ....................................           13,220            10,269
Partnership interests and equity investments ...           54,943             9,704
Pension assets .................................           13,022            10,254
Other ..........................................               --                18
                                                     ------------      ------------
Deferred tax liabilities .......................           93,409            64,357
                                                     ------------      ------------

Net deferred tax liabilities ...................     $     65,642      $     27,345
                                                     ============      ============
</Table>

     In fiscal year 2001, the Company generated federal taxable income that was
in part offset by operating loss carryforwards. However, since the federal tax
laws do not allow the Company to completely offset taxable income with loss
carryforwards, the Company incurred an alternative minimum tax, which will be
carried forward as a credit against future taxes payable.

     At June 30, 2001, the Company has approximately $55.0 million of net
operating loss carryforwards, for tax reporting purposes available to offset its
future taxable income, which expire in 2005 through 2019 and $3.0 million of
alternative minimum tax credit carryforwards.

     The Company made state and federal income tax payments of approximately
$11.6 million, $1.0 million, and $0.1 million during fiscal years 2001, 2000,
and 1999, respectively.

NOTE 11: RELATED PARTY TRANSACTIONS

     Prior to fiscal year 2000, an unconsolidated affiliate provided management
services to the Company and its subsidiaries. Management fees charged by the
affiliate for fiscal years June 30, 1999 was $3.2 million. Management fees have
been included in selling, general and administrative expense. Effective July 1,
1999, MediaNews began providing these services directly.

NOTE 12: COMMITMENTS AND CONTINGENCIES

COMMITMENTS

     As previously mentioned in Note 2, the Company has entered into newsprint
swap agreements (the Swap Agreements), which expire in May 2005 and January
2009. The Swap Agreements are used by the Company to reduce its exposure to the
uncertainty of future newsprint price fluctuations. The Company currently has
75,000 metric tons, at an average price of $602 per metric ton, hedged by the
Swap Agreements. The Company also participates in fixed price contracts, which
expire in December 2002 and 2009, respectively. The Company currently has 69,000
metric tons, at an average price of $590 per metric ton, covered by fixed price
contracts.



                                       57
<PAGE>   58
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 12: COMMITMENTS AND CONTINGENCIES (CONTINUED)

     The Denver Post Shareholder Agreement provides Media General and MediaNews
with a put and a call option, respectively, on Media General's remaining 20%
interest in the Denver Post Corporation. The put can be exercised by Media
General beginning June 30, 2001 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 are the same and is based on the appraised fair market
value of the Denver Post, less Permitted Debt of the Denver Post as defined in
The Denver Post Shareholder Agreement. MediaNews has one year to close on the
purchase from the date of the put notice.

     In fiscal year 1998, in exchange for $2.4 million, the Company granted an
option to a third party to purchase substantially all the assets used in the
publication of a certain newspaper beginning in 2003 and expiring in 2010 at the
newspaper's fair market value. The holder of the option can also require the
Company to repurchase the option anytime beginning in 2003 through 2010, based
on a fixed formula. As of June 30, 2001, the estimated cost of repurchasing the
option in 2010 is approximately $26.0 million. The estimated cost of
repurchasing this option is being accreted over the life of the option
agreement. If the option holder has not exercised the option by the twelfth
anniversary of the option grant, the Company must repurchase the option based on
the same fixed formula.

     One of the Company's employees has the right, under certain circumstances,
to put their shares of common stock to the Company, if the shares have not been
registered on a national or international securities exchange. The Company has
the right to call this employee's shares of common stock 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 stock, excluding any adjustment
for minority interest.

     As discussed below, Salt Lake Publishing purports to have an option to
purchase the assets used in the operation and publication of the Salt Lake
Tribune, at fair market value. The Option Agreement states that Salt Lake
Publishing can exercise the option beginning July 31, 2002. As discussed below,
the Deseret Publishing lawsuit seeks to declare the Option Agreement
unenforceable.

CONTINGENCIES

     On December 1, 2000, Salt Lake Tribune Publishing Company ("Salt Lake
Publishing") brought a lawsuit and moved for a preliminary injunction against
MediaNews, AT&T Corporation, and AT&T Broadband, LLC. Salt Lake Publishing, the
manager of the Salt Lake Tribune, a newspaper owned by the Company's wholly
owned subsidiary Kearns-Tribune, LLC ("Kearns LLC"), initially moved to prevent
MediaNews from acquiring Kearns LLC from AT&T Broadband, LLC. The district court
denied the preliminary injunction motion by order dated December 15, 2000, and
the Company acquired Kearns LLC on January 2, 2001. Salt Lake Publishing filed a
second motion for a preliminary injunction claiming that actions taken by
Kearns, LLC after its acquisition by MediaNews breached a certain Management
Agreement and a certain Option Agreement between Kearns LLC and Salt Lake
Publishing, both of which are dated July 31, 1997, as well as both compensatory
and punitive damages for alleged breaches of those agreements.

     On April 9, 2001, Deseret News Publishing Company ("Deseret Publishing")
brought a lawsuit against Kearns LLC and Salt Lake Publishing that is now
pending in the Second Judicial District Court, Davis County, State of Utah.
Deseret Publishing seeks declarations that the Option Agreement is unenforceable
and injunctive relief concerning that agreement. In addition, Deseret Publishing
seeks declarations that the Management Agreement is unenforceable to the extent
that it purports to authorize Salt Lake Publishing to take certain required or
permitted actions under the JOA on behalf of Kearns, LLC.

     These lawsuits seek to determine whether the Option Agreement, which
purports to provide Salt Lake Publishing with an option to purchase all of the
assets related to the Salt Lake Tribune in July 2002 at the then fair market
price, is enforceable. Although management is not in a position at this time to
comment on the likely outcome of the litigation, management does not believe
that the litigation will materially affect its financial condition. The cost of
defending these lawsuits may be substantial. The estimated costs associated with
the April 9, 2001 lawsuit, have been capitalized as acquisition costs through
purchase accounting, as the events, which ultimately brought this lawsuit,
preceded the Company's acquisition of Kearns LLC.

     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 our financial position or results of
operations.

NOTE 13: TREASURY STOCK

     On April 7, 2000, the Company repurchased 16,000 shares of its common stock
at $125.00 per share, for a total purchase price of $2.0 million. The
repurchased shares represent less than 1.0% of the Company's outstanding shares
and are held in treasury.



                                       58

<PAGE>   59



<Table>
<Caption>
EXHIBIT
NUMBER           DESCRIPTION
-------          ----------
<S>              <C>

    4.1*         -Form of Indenture dated as of March 16, 1999 (the "Indenture")
                  between Garden State Newspapers, Inc., as Issuer, and The Bank of
                  New York, as Trustee

    4.2*         -Form of Garden State Newspapers, Inc.'s 8-5/8% Senior
                  Subordinated Notes due 2011, Series A (contained in the Indenture
                  filed as Exhibit 4.1)

    4.3*         -Form of Garden State Newspapers, Inc.'s 8-5/8% Senior
                  Subordinated Notes due 2011, Series B, the "Exchange Note"
                  (contained in the Indenture filed as Exhibit 4.1)

    5.0*         -Opinion of Verner, Liipfert, Bernhard, McPherson & Hand

   10.1*         -$350.0 million amended and restated credit agreement dated as of
                  June 30, 1999 among Garden State Newspapers, Inc., the Banks
                  listed therein, the Guarantors listed therein and the various
                  agents listed therein and which is herein referred to as the new
                  credit agreement

   10.2*         -Employment Agreement dated March 15, 2000 between MediaNews
                  Services and Joseph J. Lodovic, IV

   10.3*         -Employment Agreement dated March 15, 2000, between MediaNews
                  Services and William Dean Singleton

   10.4*         -Joint Operating Agreement dated January 13, 1989, among York
                  Daily Record, Inc., York Newspapers, Inc., and The York Newspaper
                  Company

   10.5*         -Consulting Agreement dated November 16, 1993, between J. Allan
                  Meath and Garden State Newspapers, Inc.

   10.6*         -Asset Purchase Agreement dated July 31, 1995, by and among EPC
                  Holding, Inc., The Eagle Publishing Company, Reformer Publishing
                  Corporation, Middletown Press Publishing Corporation, and Eagle
                  Street Realty Trust, as Sellers, and New England Newspapers,
                  Inc., Brattleboro Publishing Company, Connecticut Newspapers,
                  Inc. and Pittsfield Publications, Inc., as Purchasers

   10.7*         -Asset Purchase Agreement dated July 31, 1995, by and among
                  Banner Publishing Corporation and Eagle Street Realty Trust, as
                  Sellers, and New England Newspapers, Inc. and North Eastern
                  Publishing Company, as Purchasers

   10.8*         -Asset Purchase Agreement by and among Lowell Sun Publishing
                  Company and Lowell Sun Realty Company (Sellers), Garden State
                  Newspapers, Inc. (Purchaser), and John H. Costello, Jr.,
                  Alexander S. Costello, Thomas F. Costello, Charlotte E. LaPierre
                  and Dana Biadi (Guarantors), relating to the Acquisition of The
                  Sun and The Sunday Sun dated July 31, 1997

   10.9*         -Asset Purchase and Sale Agreement by and between Tower Media,
                  Inc., as Seller; Jack Kent Cooke Incorporated, as Guarantor; and
                  Garden State Newspapers, Inc., as Purchaser, dated as of December
                  1, 1997

   10.10*        -Indenture dated as of October 1, 1997, between Garden State
                  Newspapers, Inc. and The Bank of New York, as Trustee, for the
                  issuance of up to $300,000,000 of Series A & B 8-3/4% Senior
                  Subordinated Notes due 2009

   10.11*        -Subordinated Note Purchase Agreement between Garden State
                  Newspapers, Inc. and Greenco, Inc. dated as of January 30, 1998

   10.12*        -Note Purchase Agreement dated February 6, 1998, by and among
                  Garden State Newspapers, Inc. and the Initial Purchasers of
                  $50,000,000 of 8-3/4 Notes due 2009

   10.13*        -Purchase Agreement dated March 10, 1999, by and among Garden
                  State Newspapers, Inc. and the Initial Purchasers of $200,000,000
                  of 8-5/8% Notes due 2011

   10.14*        -Partnership Agreement of California Newspapers Partnership, a
                  Delaware General Partnership, 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

   10.15*        -Contribution Agreement dated March 3, 1999 by and among Garden
                  State Newspapers, Inc., Alameda Newspapers, Inc., V&P Publishing,
                  Inc., Internet Media Publishing, Inc., DR Partners,
                  MediaWest-SBC, Inc. and The Sun Company of San Bernardino,
                  California

   10.16*        -Third Amended and Restated Shareholders' Agreement dated as of
                  June 30, 1999 among the shareholders of Denver Newspapers, Inc.

   10.17*        -Tax Agreement dated as of June 30, 1999 among the Shareholders
                  of Denver Newspapers, Inc. (now known as The Denver Post
                  Corporation)

   10.18*        -Asset Purchase Agreement dated June 30, 2000 between Penn Jersey
                  Advance, Inc. and MediaNews Group, Inc. and its wholly owned
                  subsidiaries, Long Beach Publishing Company, Easton Publishing
                  Company, South Jersey Newspapers Company and Internet Media
                  Publishing, Inc.

   10.19*        -Asset Purchase Agreement dated as of July 10, 2000 among Thomson
                  Newspapers, Inc., Thomson Newspapers Licensing Corporation, TN
                  Customer Holding LLC and MediaNews Group, Inc.

   10.20*        -Asset Purchase Agreement dated as of December 1, 2000, between
                  AT&T Broadband LLC and MediaNews Group, Inc.
</Table>



                                       59
<PAGE>   60


<Table>
<Caption>
EXHIBIT
NUMBER           DESCRIPTION
-------          -----------
<S>              <C>
   10.21*        -Credit Agreement, dated as of May 12, 1999, as Amended and
                  Restated as of January 2, 2001.

   10.22         -Amendment No. 1 dated May 11, 2001, to Credit Agreement, dated
                  as of May 12, 1999, as Amended and Restated as of January 2,
                  2001.

   12.1*         -Computation of Ratio Earnings to Fixed Charges

   21.1          -Subsidiaries of Registrant
</Table>

*Previously Filed




                                       60
<PAGE>   61


SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) of the Securities and
Exchange Act of 1934, Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.



                                  MEDIANEWS GROUP, INC.


     Date: September 18, 2001     By: /s/ Ronald A. Mayo
                                      ------------------------------------------
                                      Ronald A. Mayo
                                      Vice President and Chief Financial Officer

     Pursuant to the requirements of the Securities Act of 1934, this report 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       Vice Chairman, Chief Executive Officer       September 18, 2001
--------------------------      and Director (Chief Executive Officer)
 (William Dean Singleton)

/s/ Joseph J. Lodovic, IV                      President                     September 18, 2001
--------------------------
 (Joseph J. Lodovic, IV)

  /s/ Richard B. Scudder                       Director                      September 18, 2001
--------------------------
   (Richard B. Scudder)

     /s/ Jean Scudder                          Director                      September 18, 2001
--------------------------
      (Jean Scudder)

    /s/ Ronald A. Mayo        Vice President and Chief Financial Officer
--------------------------    (Principal Accounting Officer)                 September 18, 2001
     (Ronald A. Mayo)
</Table>




                                       61
<PAGE>   62


                 SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
                 FISCAL YEARS ENDED JUNE 30, 2001, 2000 AND 1999
                                 (In thousands)

<Table>
<Caption>
                                                             Balance at    Additions                                    Balance at
                                                            Beginning of  Charged to      Net          Acquisitions       End of
                                                               Period     Expense Net  Deductions  (Dispositions), Net    Period
                                                            ------------  -----------  ----------  -------------------  ----------
<S>                                                         <C>           <C>          <C>         <C>                  <C>
MEDIANEWS GROUP, INC. AND SUBSIDIARIES
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

MEDIANEWS GROUP, INC. AND SUBSIDIARIES
YEAR ENDED JUNE 30, 2000
  Reserves and allowances deducted from asset accounts:

  Allowance for doubtful accounts ........................  $      8,334  $    10,859  $   11,531    $      2,248       $   9,910

GARDEN STATE NEWSPAPERS, INC. AND
SUBSIDIARIES YEAR ENDED JUNE 30, 1999
  Reserves and allowances deducted from asset accounts:

  Allowance for doubtful accounts ........................  $      6,370  $     8,149  $    6,842    $        657       $   8,334
</Table>

                 See notes to consolidated financial statements.







                                       62
<PAGE>   63


                                 EXHIBIT INDEX

<Table>
<Caption>
EXHIBIT
NUMBER           DESCRIPTION
-------          ----------
<S>              <C>

    4.1*         -Form of Indenture dated as of March 16, 1999 (the "Indenture")
                  between Garden State Newspapers, Inc., as Issuer, and The Bank of
                  New York, as Trustee

    4.2*         -Form of Garden State Newspapers, Inc.'s 8-5/8% Senior
                  Subordinated Notes due 2011, Series A (contained in the Indenture
                  filed as Exhibit 4.1)

    4.3*         -Form of Garden State Newspapers, Inc.'s 8-5/8% Senior
                  Subordinated Notes due 2011, Series B, the "Exchange Note"
                  (contained in the Indenture filed as Exhibit 4.1)

    5.0*         -Opinion of Verner, Liipfert, Bernhard, McPherson & Hand

   10.1*         -$350.0 million amended and restated credit agreement dated as of
                  June 30, 1999 among Garden State Newspapers, Inc., the Banks
                  listed therein, the Guarantors listed therein and the various
                  agents listed therein and which is herein referred to as the new
                  credit agreement

   10.2*         -Employment Agreement dated March 15, 2000 between MediaNews
                  Services and Joseph J. Lodovic, IV

   10.3*         -Employment Agreement dated March 15, 2000, between MediaNews
                  Services and William Dean Singleton

   10.4*         -Joint Operating Agreement dated January 13, 1989, among York
                  Daily Record, Inc., York Newspapers, Inc., and The York Newspaper
                  Company

   10.5*         -Consulting Agreement dated November 16, 1993, between J. Allan
                  Meath and Garden State Newspapers, Inc.

   10.6*         -Asset Purchase Agreement dated July 31, 1995, by and among EPC
                  Holding, Inc., The Eagle Publishing Company, Reformer Publishing
                  Corporation, Middletown Press Publishing Corporation, and Eagle
                  Street Realty Trust, as Sellers, and New England Newspapers,
                  Inc., Brattleboro Publishing Company, Connecticut Newspapers,
                  Inc. and Pittsfield Publications, Inc., as Purchasers

   10.7*         -Asset Purchase Agreement dated July 31, 1995, by and among
                  Banner Publishing Corporation and Eagle Street Realty Trust, as
                  Sellers, and New England Newspapers, Inc. and North Eastern
                  Publishing Company, as Purchasers

   10.8*         -Asset Purchase Agreement by and among Lowell Sun Publishing
                  Company and Lowell Sun Realty Company (Sellers), Garden State
                  Newspapers, Inc. (Purchaser), and John H. Costello, Jr.,
                  Alexander S. Costello, Thomas F. Costello, Charlotte E. LaPierre
                  and Dana Biadi (Guarantors), relating to the Acquisition of The
                  Sun and The Sunday Sun dated July 31, 1997

   10.9*         -Asset Purchase and Sale Agreement by and between Tower Media,
                  Inc., as Seller; Jack Kent Cooke Incorporated, as Guarantor; and
                  Garden State Newspapers, Inc., as Purchaser, dated as of December
                  1, 1997

   10.10*        -Indenture dated as of October 1, 1997, between Garden State
                  Newspapers, Inc. and The Bank of New York, as Trustee, for the
                  issuance of up to $300,000,000 of Series A & B 8-3/4% Senior
                  Subordinated Notes due 2009

   10.11*        -Subordinated Note Purchase Agreement between Garden State
                  Newspapers, Inc. and Greenco, Inc. dated as of January 30, 1998

   10.12*        -Note Purchase Agreement dated February 6, 1998, by and among
                  Garden State Newspapers, Inc. and the Initial Purchasers of
                  $50,000,000 of 8-3/4 Notes due 2009

   10.13*        -Purchase Agreement dated March 10, 1999, by and among Garden
                  State Newspapers, Inc. and the Initial Purchasers of $200,000,000
                  of 8-5/8% Notes due 2011

   10.14*        -Partnership Agreement of California Newspapers Partnership, a
                  Delaware General Partnership, 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

   10.15*        -Contribution Agreement dated March 3, 1999 by and among Garden
                  State Newspapers, Inc., Alameda Newspapers, Inc., V&P Publishing,
                  Inc., Internet Media Publishing, Inc., DR Partners,
                  MediaWest-SBC, Inc. and The Sun Company of San Bernardino,
                  California

   10.16*        -Third Amended and Restated Shareholders' Agreement dated as of
                  June 30, 1999 among the shareholders of Denver Newspapers, Inc.

   10.17*        -Tax Agreement dated as of June 30, 1999 among the Shareholders
                  of Denver Newspapers, Inc. (now known as The Denver Post
                  Corporation)

   10.18*        -Asset Purchase Agreement dated June 30, 2000 between Penn Jersey
                  Advance, Inc. and MediaNews Group, Inc. and its wholly owned
                  subsidiaries, Long Beach Publishing Company, Easton Publishing
                  Company, South Jersey Newspapers Company and Internet Media
                  Publishing, Inc.

   10.19*        -Asset Purchase Agreement dated as of July 10, 2000 among Thomson
                  Newspapers, Inc., Thomson Newspapers Licensing Corporation, TN
                  Customer Holding LLC and MediaNews Group, Inc.

   10.20*        -Asset Purchase Agreement dated as of December 1, 2000, between
                  AT&T Broadband LLC and MediaNews Group, Inc.
</Table>



<PAGE>   64


<Table>
<Caption>
EXHIBIT
NUMBER           DESCRIPTION
-------          -----------
<S>              <C>
   10.21*        -Credit Agreement, dated as of May 12, 1999, as Amended and
                  Restated as of January 2, 2001.

   10.22         -Amendment No. 1 dated May 11, 2001, to Credit Agreement, dated
                  as of May 12, 1999, as Amended and Restated as of January 2,
                  2001.

   12.1*         -Computation of Ratio Earnings to Fixed Charges

   21.1          -Subsidiaries of Registrant
</Table>

*Previously Filed