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UNITED STATES SECURITIES AND EXCHANGE COMMISSION  
 FORM 10-K/A  [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended June 30, 2003
OR [   ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 Commission File Number 033-75156 MEDIANEWS GROUP, INC.  Delaware
    
    76-0425553(State or other jurisdiction of incorporation or organization)
    
    (I.R.S. Employer Identification Number)
 1560 Broadway, Denver, Colorado
    
    80202(Address of principal executive offices)
    
    (Zip Code)
 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] Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Act). Yes [   ]
No. [X] State the aggregate market value of the voting and non-voting common
equity stock held by non-affiliates computed by reference to the price at which
the common equity was last sold, or the average bid and asked prices of such
common equity, as of the last business day of the registrants most recently
completed second fiscal quarter. Class of Voting Stock and Number of Shares Held byNon-Affiliates at December 31, 2003
    
    Market Value Held by Non-AffiliatesClass A
    157,576 shares
    
    Unavailable
 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. Common Stock at March 29, 2004Class A
    2,298,346 shares
 Documents Incorporated by Reference: None




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TABLE OF CONTENTS  Item 15. Exhibits, Financial Statement Schedules and Reports on Form 8-KIndependent Auditors ReportBalance SheetsStatements of Earnings and Retained EarningsStatements of Cash FlowsNotes to Financial StatementsSIGNATURESExhibit IndexSection 302 Certification - William Dean SingletonSection 302 Certification - Joseph J. Lodovic, IVSection 302 Certification - Ronald A. MayoCertification Pursuant to Section 906Certification Pursuant to Section 906    Table of Contents  EXPLANATORY NOTE This Form 10-K/A is being filed for the sole purpose of including in
MediaNews Group, Inc.s Form 10-K for the year ended June 30, 2003 the audited
financial statements of Newspaper Agency Corporation (NAC) for the years ended
December 31, 2003 and 2002 as required by Rule 3-09 of Regulation S-X. NAC is
the managing entity of a Joint Operating Agency (JOA) agreement between
Kearns-Tribune, LLC (a wholly owned subsidiary of MediaNews Group, Inc.) and
the Deseret News Publishing Company. Under the terms of the JOA agreement, NAC
is responsible for performing all the business functions of The Salt Lake
Tribuneand the Deseret Morning News,including advertising and circulations
sales, production and distribution. News and editorial costs related to The
Salt Lake Tribuneare performed separately from NAC and are the sole
responsibility of Kearns-Tribune, LLC. Similarly, news and editorial costs
related to the Deseret Morning Newsare the sole responsibility of Deseret News
Publishing Company, the other party to the JOA. While Kearns-Tribune, LLC owns
50% of NAC, earnings of NAC are allocated 58% to Kearns-Tribune, LLC and 42% to
the Deseret News Publishing Company (owner of the Deseret Morning News),
because The Salt Lake Tribunehas greater circulation than the Deseret Morning
News.Item 15 is also amended to include the list of NAC financial statements
being filed herewith and the related independent auditors report, and
certifications by the Chief Executive Officer, President, and the Chief
Financial Officer of MediaNews Group, Inc. No other information contained in
MediaNews Groups Form 10-K for the year ended June 30, 2003, has been updated
or amended by this Form 10-K/A. 
 Item 15. Exhibits, Financial Statement Schedules and Reports on Form 8-K  (a)
    
    The following financial statements and exhibits are filed as
part of this report  1.
    
    Financial Statements
Newspaper Agency Corporation
Independent auditors report
Balance sheets December 31, 2003 and 2002
Statements of earnings and retained earnings for the years ended December 31, 2003 and 2002
Statements of cash flows for the years ended December 31, 2003 and 2002
Notes to financial statements3.
    
    Exhibits    See
accompanying index to exhibits on page 18. 2




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NEWSPAPER AGENCY CORPORATION Financial Statements December 31, 2003 and 2002 (With Independent Auditors Report Thereon) 3




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NEWSPAPER AGENCY CORPORATION Financial Statements December 31, 2003 and 2002 Table of Contents PageIndependent Auditors Report
    
    
    5Financial Statements:Balance Sheets
    
    
    6Statements of Earnings and Retained Earnings
    
    
    8Statements of Cash Flows
    
    
    9Notes to Financial Statements
    
    
    10
 4




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Independent Auditors Report The Board of Directors
Newspaper Agency Corporation: We have audited the accompanying balance sheets of Newspaper Agency Corporation
as of December 31, 2003 and 2002 and the related statements of earnings and
retained earnings and cash flows for the years then ended. These financial
statements are the responsibility of the Companys management. Our
responsibility is to express an opinion on these financial statements based on
our audits. We conducted our audits in accordance with auditing standards generally
accepted in the United States of America. 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 statements presentation. We believe that our
audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Newspaper Agency Corporation
at December 31, 2003 and 2002 and the results of its operations and its cash
flows for the years then ended, in conformity with accounting principles
generally accepted in the United States of America. /s/ KPMG LLP Salt Lake City, Utah
March 12, 2004 5




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NEWSPAPER AGENCY CORPORATION 
 Balance Sheets December 31, 2003 and 2002 Assets
    
    2003
    
    2002Current assets:Cash and cash equivalents
    
    $
    1,927,835
    
    
    $
    30,660Receivables:Trade accounts:Advertising
    
    
    12,974,064
    
    
    
    13,051,107Circulation
    
    
    1,256,528
    
    
    
    1,072,267Principals
    
    
    3,976,991
    
    
    
    1,216,055Other
    
    
    352,554
    
    
    
    270,483Less allowance for doubtful receivables
    
    
    (347,077
    )
    
    
    (401,306
    )Net receivables
    
    
    18,213,060
    
    
    
    15,208,606Inventories
    
    
    1,953,569
    
    
    
    2,098,339Prepaid Principals compensation
    
    
    
    
    
    
    2,099,374Prepaid expenses
    
    
    593,348
    
    
    
    487,838Total current assets
    
    
    22,687,812
    
    
    
    19,924,817Cash value of life insurance, net
    
    
    342,623
    
    
    
    366,467Net prepaid pension costs
    
    
    15,895,777
    
    
    
    15,905,710Other assets
    
    
    23,350
    
    
    
    23,350Total other assets
    
    
    16,261,750
    
    
    
    16,295,527Total assets
    
    $
    38,949,562
    
    
    $
    36,220,344
 See accompanying notes to financial statements. 6




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Liabilities and Stockholders Equity
    
    2003
    
    2002Current liabilities:Accounts payable
    
    $
    2,851,953
    
    
    $
    2,643,668Accrued salaries and benefits
    
    
    3,063,852
    
    
    
    3,087,586Deferred subscription and advertising revenue
    
    
    2,456,304
    
    
    
    2,411,084Compensation due to Principals
    
    
    40,828
    
    
    
    Income taxes payable
    
    
    1,222,366
    
    
    
    Other liabilities
    
    
    331,672
    
    
    
    101,087Total current liabilities
    
    
    9,966,975
    
    
    
    8,243,425Postretirement and postemployment benefit liabilities
    
    
    3,666,982
    
    
    
    3,516,452Compensation due to Principals associated with
net prepaid pension costs
    
    
    15,339,077
    
    
    
    15,349,010Deferred income taxes
    
    
    
    
    
    
    189,278Total liabilities
    
    
    28,973,034
    
    
    
    27,298,165Stockholders equity:Common stock, $100 par value. Authorized, issued, and
outstanding 100 shares
    
    
    10,000
    
    
    
    10,000Retained earnings
    
    
    9,966,528
    
    
    
    8,912,179Total stockholders equity
    
    
    9,976,528
    
    
    
    8,922,179Total liabilities and stockholders equity
    
    $
    38,949,562
    
    
    $
    36,220,344
 7




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NEWSPAPER AGENCY CORPORATION 
 Statements of Earnings and Retained Earnings Years ended December 31, 2003 and 2002 2003
    
    2002Revenues, net of commissions and discounts:Advertising
    
    $
    104,050,195
    
    
    $
    99,162,830Circulation
    
    
    28,106,588
    
    
    
    25,714,173Other
    
    
    2,241,436
    
    
    
    2,566,682134,398,219
    
    
    
    127,443,685Costs and expenses:Cost of sales
    
    
    56,061,745
    
    
    
    53,702,584Selling, general and administrative
    
    
    24,455,386
    
    
    
    20,946,187Principals compensation
    
    
    52,008,488
    
    
    
    50,958,591132,525,619
    
    
    
    125,607,362Earnings before federal income taxes
    
    
    1,872,600
    
    
    
    1,836,323Income tax expense
    
    
    (818,251
    )
    
    
    (612,519
    )Net earnings
    
    
    1,054,349
    
    
    
    1,223,804Retained earnings at beginning of year
    
    
    8,912,179
    
    
    
    7,688,375Retained earnings at end of year
    
    $
    9,966,528
    
    
    $
    8,912,179
 See accompanying notes to financial statements. 8




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NEWSPAPER AGENCY CORPORATION 
 Statements of Cash Flows Years ended December 31, 2003 and 2002 2003
    
    2002Cash flows from operating activities:Net earnings
    
    $
    1,054,349
    
    
    $
    1,223,804Adjustments to reconcile net earnings to net cash provided by
(used in) operating activities:Provision for/(recovery of) losses on receivables
    
    
    674,449
    
    
    
    (143,409
    )Loss on sale of securities
    
    
    
    
    
    
    52,929Deferred income tax (benefit)/expense
    
    
    (189,278
    )
    
    
    13,869Changes in operating assets and liabilities:Advertising receivables
    
    
    (218,049
    )
    
    
    174,810Circulation receivables
    
    
    (617,847
    )
    
    
    (117,696
    )Receivable from Principals
    
    
    (2,760,936
    )
    
    
    (777,693
    )Other receivables
    
    
    (82,071
    )
    
    
    28,059Inventories
    
    
    144,770
    
    
    
    (154,844
    )Prepaid expenses
    
    
    (105,510
    )
    
    
    (20,010
    )Cash value of life insurance, net
    
    
    23,844
    
    
    
    (5,251
    )Net prepaid pension costs
    
    
    9,933
    
    
    
    (1,165,439
    )Other assets
    
    
    
    
    
    
    (8,750
    )Accounts payable
    
    
    208,285
    
    
    
    123,350Accrued salaries and benefits
    
    
    (23,734
    )
    
    
    35,437Deferred revenue
    
    
    45,220
    
    
    
    60,081Compensation due from/to Principals
    
    
    2,140,202
    
    
    
    (2,494,608
    )Income taxes payable
    
    
    1,222,366
    
    
    
    Other liabilities
    
    
    230,585
    
    
    
    (542,650
    )Compensation due to Principals associated
with net prepaid pension costs
    
    
    (9,933
    )
    
    
    1,124,648Postretirement and postemployment benefit liabilities
    
    
    150,530
    
    
    
    (168,397
    )Net cash provided by (used in) operating activities
    
    
    1,897,175
    
    
    
    (2,761,760
    )Cash flows from investing activities:Sale of available-for-sale securities, net
    
    
    
    
    
    
    1,116,442Net cash provided by investing activities
    
    
    
    
    
    
    1,116,442Net increase (decrease) in cash and cash equivalents
    
    
    1,897,175
    
    
    
    (1,645,318
    )Cash and cash equivalents at beginning of year
    
    
    30,660
    
    
    
    1,675,978Cash and cash equivalents at end of year
    
    $
    1,927,835
    
    
    $
    30,660Supplemental disclosure of cash flow information:Cash paid for income taxes
    
    $
    292,000
    
    
    $
    618,744
 See accompanying notes to financial statements. 9




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NEWSPAPER AGENCY CORPORATION 
 Notes to Financial Statements December 31, 2003 and 2002  (1)
    
    Organization and BusinessNewspaper Agency Corporation (the Company) is a joint operating agency and
was incorporated on August 30, 1952 as a result of a Joint Operating
Agreement (JOA) made on August 12, 1952 (amended and restated on June 1,
1982 and January 2, 2001), between Kearns-Tribune, LLC and Deseret News
Publishing Company (the Principals). The Principals each own 50% of the
common stock of the Company. The Joint Operating Agreement expires December
31, 2020 with renewal options beyond that date.The Company was organized as a joint operating agency to manage, print,
distribute, and handle the advertising, under the terms of the JOA, for the
respective Utah daily newspapers, The Salt Lake Tribuneand The Deseret
Morning News. In fulfilling this responsibility the Company is primarily
obligated to fulfill advertising contracts, circulation contracts,
compensate its employees and pay its vendors. The Principals maintain
separate control and direction of their editorial and news departments and
the advertising policies of their respective newspapers. All of the
buildings, machinery, and equipment used in the operations of the Company
are owned jointly by the Principals. In addition, under the amended JOA,
the Company, acting upon approval from the Principals, may procure
equipment that is deemed necessary or advisable for the efficient
publication of the newspapers. The Company bills the Principals, at cost,
for such equipment purchases and other direct charges (note 3). The
Principals have also agreed to make available for the use of the Company
all records, office equipment, and other facilities necessary to enable the
Company to carry out the purposes, objects, terms, and conditions of the
JOA.Pursuant to the JOA as amended, the Company retains 3.5% of revenues
collected on behalf of the JOA parties in excess of its expenses as a
commission. The Company is obligated to compensate the parties to the JOA
any amount in excess of its 3.5% commission for services, including, but
not limited to, the provision of editorial content used by the Company in
the publication and distribution of The Salt Lake Tribuneand The Deseret
Morning Newsalong with the sole right to produce these newspapers for the
Utah market. Such compensation is generally allocated 58% to
Kearns-Tribune, LLC and 42% to Deseret News Publishing Company; however,
where one of the newspapers determines as a matter of editorial policy not
to carry certain classifications of advertising or certain particular
advertisements, such
compensation is
allocated in accordance with the JOA. Principals compensation has been
reflected as an expense in the accompanying financial statements.(2)
    
    Summary of Significant Accounting Policies and Other Matters  (a)
    
    Cash EquivalentsThe Company considers all highly liquid debt instruments with original
maturities of three months or less to be cash equivalents. 10




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NEWSPAPER AGENCY CORPORATION Notes to Financial Statements December 31, 2003 and 2002  (b)
    
    Trade Accounts ReceivableTrade accounts receivable are recorded at the invoiced amount and do
not bear interest. The allowance for doubtful accounts is the Companys
best estimate of the amount of probable credit losses in the Companys
existing accounts receivable. The Company determines its allowance
based on past due balances over 90 days and specified amounts
individually identified for collectibility. Account balances are
charged off against the allowance after all means of collection have
been exhausted and the potential for recovery is considered remote.(c)
    
    InventoriesInventories are stated at the lower of cost or market. Cost is
determined using the last-in, first-out method (LIFO) for newsprint.
For supplies and parts the first-in, first-out method (FIFO) is used to
determine cost. Inventories as of December 31 are summarized as
follows: 2003
    
    2002Newsprint
    
    $
    1,653,445
    
    
    $
    1,944,325Supplies and parts
    
    
    300,124
    
    
    
    154,014$
    1,953,569
    
    
    $
    2,098,339
  Estimated replacement cost of newsprint inventories exceeded the LIFO
inventory value by approximately $778,000 and $525,000 at December 31,
2003 and 2002, respectively.(d)
    
    Revenue RecognitionAdvertising revenue is recognized when advertisements are published,
inserted, or displayed and are net of provisions for estimated rebates,
credit, and rate adjustments and discounts. Circulation revenue
includes single copy and home delivery subscription revenue. Single
copy revenue is earned and recognized based on the date the publication
is delivered to the single copy outlet, net of provisions for returns.
Home delivery subscription revenue is earned and recognized when the
newspaper is delivered to the customer or sold to a third party.
Amounts received in advance of the advertisement or newspaper delivery
are deferred and recorded as a current liability to be recognized as
income when the revenue has been earned.(e)
    
    Advertising CostsAdvertising costs are expensed as incurred. Advertising expenses for
2003 and 2002 were approximately $784,000 and $70,000, respectively.(f)
    
    Income TaxesThe Company reports the amount it is allowed to retain, in accordance
with the Joint Operating Agreement, as income for purposes of
calculating income taxes. 11




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NEWSPAPER AGENCY CORPORATION Notes to Financial Statements December 31, 2003 and 2002  The Company accounts for income taxes using the asset and liability
method, under which deferred tax assets and liabilities are recorded
based on the differences between the tax bases of assets and
liabilities and their respective carrying amounts for financial
reporting purposes, referred to as temporary differences. Deferred
tax assets and liabilities are measured using enacted tax rates
expected to apply to taxable income in the years in which those
temporary differences are expected to be recovered or settled. The
effect on deferred tax assets and liabilities of a change in tax rates
is recognized in income in the period that includes the enactment date.During calendar year 2003, in connection with its income tax return for
calendar year 2002, the Company changed the way it reports temporary
differences for income tax reporting purposes. The Companys previous
method was to report its 3.5% proportionate retention in all related
temporary items (primarily associated with its net prepaid pension
costs). Under the new method, the Company no longer reports on its
income tax return any temporary differences, as these items are now
reflected in their entirety on the individual tax returns of the
Companys Principals.(g)
    
    Use of EstimatesThe preparation of financial statements in accordance with accounting
principles generally accepted in the United States of America 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 the estimates.(h)
    
    Recently Issued Accounting StandardsIn December 2003, the Medicare Prescription Drug, Improvement and
Modernization Act of 2003 (the Act) was signed into law. The Act
introduces a prescription drug benefit under Medicare (Medicare Part D)
as well as a federal subsidy to sponsors of retiree health care benefit
plans that provide a benefit that is a least actuarially equivalent to
Medicare Part D. The Companys postretirement benefit plan offers a
prescription drug benefit and therefore under the Financial Accounting
Standards Board Statement No. 106, Employers Accounting for
Postretirement Benefits Other that Pensions(SFAS No. 106), the plans
accumulated postretirement benefit obligations would be required to be
remeasured as a result of the Act. However, on January 12, 2004, the
Financial Accounting Standards Board (FASB) issued FASB Staff Position
on SFAS No. 106 (FSP-SFAS No. 106) which permits sponsors to make a
one-time election to defer accounting for the effects of the Act and
disclosures related to the plan required by FASB Statement No. 132
(revised 2003), Employers Disclosures about Pensions and Other
Postretirement Benefits(see further discussion which follows), until
authoritative guidance on the accounting for the federal subsidy is
issued or until certain other events that would require remeasurement
occur (for example, a plan amendment, settlement, or curtailment, if
such event occurs subsequent to January 21, 2004, but prior to the
issuance of additional authoritative guidance) at which time accounting
for the Acts effects on the plan would be required. The Company has
elected to defer accounting for the effects of the Act on the plans
accumulated postretirement benefit obligations. As previously
discussed, authoritative guidance on the accounting for the federal
subsidy is pending, and guidance, when issued, could require the
Company to change previously reported information. The Company is in
the process of evaluating the economic consequences of the Act,
including determining whether the plan would need to be amended. 12




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NEWSPAPER AGENCY CORPORATION Notes to Financial Statements December 31, 2003 and 2002  In December 2003, the FASB issued revised Statement No. 132, Employers
Disclosures about Pensions and Other Postretirement Benefits(SFAS No.
132). The revised SFAS No. 132 requires additional disclosures to those
in the original Statement No. 132 about the assets, obligations, cash
flows and net periodic benefit cost of defined benefit pension plans
and other defined benefit postretirement plans. Annual disclosures are
required for fiscal years ending after June 15, 2004 for nonpublic
entities, which for the Company is December 31, 2004. Adoption of the
provisions of revised SFAS No. 132 impacts disclosures only and will
not impact the Companys financial position or results of operations.(i)
    
    EmployeesCertain employees of the Company are employed under collective
bargaining agreements, which do not expire until calendar year 2005.  (3)
    
    Related-Party Transactions and BalancesTransactions with the Principals for the years ended December 31, 2003 and
2002 and the related balances as of December 31, 2003 and 2002 are
summarized as follows: 2003
    
    2002Current receivables due from Principals:Kearns-Tribune, LLC
    
    $
    209,608
    
    
    $
    137,777Deseret News Publishing Company
    
    
    650,910
    
    
    
    1,078,278Unallocated other
    
    
    3,116,473
    
    
    
    $
    3,976,991
    
    
    $
    1,216,055Prepaid Principals compensation/compensation due to Principals:Kearns-Tribune, LLC
    
    $
    (87,747
    )
    
    $
    1,153,571Deseret News Publishing Company
    
    
    46,919
    
    
    
    945,803$
    (40,828
    )
    
    $
    2,099,374Compensation due to Principals associated
with net prepaid pension costs:Kearns-Tribune, LLC
    
    $
    8,896,665
    
    
    $
    8,902,426Deseret News Publishing Company
    
    
    6,442,412
    
    
    
    6,446,584$
    15,339,077
    
    
    $
    15,349,010Principals compensation (statement of earnings):Kearns-Tribune, LLC
    
    $
    30,316,325
    
    
    $
    29,693,125Deseret News Publishing Company
    
    
    21,692,163
    
    
    
    21,265,466$
    52,008,488
    
    
    $
    50,958,591
 13




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NEWSPAPER AGENCY CORPORATION Notes to Financial Statements December 31, 2003 and 2002  (4)
    
    Employee Benefit Plans  (a)
    
    Pension PlanThe Company has a noncontributory defined benefit pension plan covering
substantially all employees with service in excess of one year.
Benefits are provided upon retirement, disability, death, or
termination of employment. Benefits are payable in monthly
installments, in an amount determined as a percentage of compensation.
The Company makes contributions in amounts determined by its board of
directors based on minimum and maximum funding levels recommended by
the plans actuaries.The following table sets forth the plans benefit obligations, fair
value of plan assets, and funded status at December 31, 2003 and 2002: 2003
    
    2002Benefit obligation at beginning of year
    
    $
    22,953,226
    
    
    $
    21,978,271Service cost
    
    
    985,482
    
    
    
    840,542Interest cost
    
    
    1,561,858
    
    
    
    1,499,571Actuarial loss
    
    
    3,663,385
    
    
    
    2,116,012Benefits paid
    
    
    (2,125,177
    )
    
    
    (2,219,234
    )Retiree medical benefits paid
    
    
    (895,000
    )
    
    
    (1,100,000
    )Administrative expenses paid
    
    
    (176,946
    )
    
    
    (161,936
    )Benefit obligation at end of year
    
    $
    25,966,828
    
    
    $
    22,953,226Fair value of plan assets at beginning of year
    
    $
    30,628,205
    
    
    $
    37,253,642Actual return on plan assets
    
    
    5,185,371
    
    
    
    (3,144,267
    )Benefits paid
    
    
    (2,125,177
    )
    
    
    (2,219,234
    )Administrative expenses and retiree medical benefits paid
    
    
    (1,071,946
    )
    
    
    (1,261,936
    )Fair value of plan assets at end of year
    
    $
    32,616,453
    
    
    $
    30,628,205Funded status of plan
    
    $
    6,649,625
    
    
    $
    7,674,979Unrecognized net actuarial loss
    
    
    9,806,085
    
    
    
    9,350,592Unrecognized net transition asset
    
    
    (559,933
    )
    
    
    (1,119,861
    )Net prepaid benefit cost
    
    $
    15,895,777
    
    
    $
    15,905,710Weighted average assumption as of December 31:Discount rate
    
    
    6.25
    %
    
    
    6.75
    %Expected return on plan assets
    
    
    8.00
    
    
    
    8.00Rate of compensation increase
    
    
    5.00
    
    
    
    5.00
 14




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##### Table of Contents



NEWSPAPER AGENCY CORPORATION Notes to Financial Statements December 31, 2003 and 2002  The components of Newspaper Agency Corporations net periodic pension
expense (benefit) associated with its defined benefit retirement plan
at December 31 are as follows: 2003
    
    2002Service cost
    
    $
    985,482
    
    
    $
    840,542Interest cost
    
    
    1,561,858
    
    
    
    1,499,571Expected return on assets
    
    
    (2,415,316
    )
    
    
    (2,945,624
    )Net actuarial loss recognition
    
    
    437,837
    
    
    
    Transition asset recognition
    
    
    (559,928
    )
    
    
    (559,928
    )Net periodic pension expense (benefit)
    
    $
    9,933
    
    
    $
    (1,165,439
    )
  (b)
    
    Postretirement Health PlanIn addition to the Companys defined benefit pension plan, the Company
sponsors a health care plan that provides postretirement medical
benefits to full-time employees who meet minimum age and service
requirements. The postretirement plan is contributory, with retiree
contributions adjusted annually. The plan also contains other
cost-sharing features such as deductibles and coinsurance. The
Companys current funding policy is to fund the postretirement plan
when the benefits are paid.The following table sets forth the plans benefit obligations, fair
value of plan assets, and funded status at December 31: 2003
    
    2002Benefit obligation at beginning of year
    
    $
    8,115,324
    
    
    $
    7,690,032Service cost
    
    
    178,244
    
    
    
    160,804Interest cost
    
    
    705,874
    
    
    
    578,000Actuarial loss
    
    
    3,381,090
    
    
    
    787,095Benefits paid
    
    
    (912,944
    )
    
    
    (1,100,607
    )Benefit obligation at end of year
    
    $
    11,467,588
    
    
    $
    8,115,324Fair value of plan assets at beginning of year
    
    $
    
    
    
    $
    Employer contributions
    
    
    912,944
    
    
    
    1,100,607Benefits paid
    
    
    (912,944
    )
    
    
    (1,100,607
    )Fair value of plan assets at end of year
    
    $
    
    
    
    $
    Funded status of plan
    
    $
    (11,467,588
    )
    
    $
    (8,115,324
    )Unrecognized actuarial loss/(gain)
    
    
    2,970,780
    
    
    
    (292,432
    )Unrecognized prior service cost
    
    
    (2,220,429
    )
    
    
    (2,844,145
    )Unrecognized net transition obligation
    
    
    7,184,000
    
    
    
    7,984,000Accrued postretirement cost
    
    $
    (3,533,237
    )
    
    $
    (3,267,901
    )Weighted average assumption as of December 31:Discount rate
    
    
    6.25
    %
    
    
    6.75
    %
 15




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##### Table of Contents



NEWSPAPER AGENCY CORPORATION Notes to Financial Statements December 31, 2003 and 2002  For measurement purposes, a 9.5% annual rate of increase in the per
capita cost of covered health care benefits was assumed for 2003 and
assumed to grade to 5.0% in 2012 and remain constant thereafter.The Company accrued postemployment benefit costs of approximately
$134,000 and $249,000 as of December 31, 2003 and 2002, respectively,
for estimated future health insurance premiums to be paid on behalf of
certain employees that have been disabled.The components of Newspaper Agency Corporations net benefit cost
associated with its postretirement health plan at December 31 is as
follows: 2003
    
    2002Service cost
    
    $
    178,244
    
    
    $
    160,804Interest cost
    
    
    705,874
    
    
    
    578,000Actuarial loss
    
    
    117,878
    
    
    
    Amortization of prior service cost
    
    
    (623,716
    )
    
    
    (623,716
    )Amortization of net transition obligation
    
    
    800,000
    
    
    
    800,000Net benefit cost
    
    $
    1,178,280
    
    
    $
    915,088
  Assumed health care cost trends can have a significant effect on the
amounts reported for the health care plans. A one-percentage-point
change in assumed health care cost trend rates would have the following
effect: 1-Percentage
    
    1-PercentagePoint
    
    PointIncrease
    
    DecreaseEffect on total service and interest cost components
    
    $
    40,200
    
    
    $
    35,718Effect on accumulated benefit obligation
    
    
    677,084
    
    
    
    600,088
  The Company has an IRS Code Section 401(h) medical benefits account.
Through this account, qualified retiree medical benefits provided by
the Company are paid by excess pension plan assets. In 2003 and 2002,
$895,000 and $1,100,000, respectively, of retiree medical benefits were
paid through this 401(h) account.(c)
    
    Other PlansThe Company also has two 401(k) savings plans: the Retirement Savings
Plan for union employees and the Security Savings Plan for nonunion
employees. The 401(k) plans include substantially all employees with
service in excess of one year. Participants in the 401(k) plans may
elect to defer from 1% to 15% of their compensation. For the Security
Savings Plan, the Company will make a matching contribution of 50% of
the participants contribution up to 6% of the participants
compensation. The Company made contributions to the Security Savings
Plan totaling approximately $234,000 and $265,000 for 2003 and 2002,
respectively. 16




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##### Table of Contents



The Company also made contributions to various union pension plans
totaling approximately $113,000 and $130,000 for 2003 and 2002,
respectively. The Company has no liability with respect to
contributions to these plans other than its monthly contribution,
which is contractually determined.  (5)
    
    CommitmentsThe Company occupies facilities and uses certain equipment under
noncancelable leases that are accounted for as operating leases. Total
rental expense for operating leases for 2003 and 2002, including contingent
rentals, was approximately $540,000 and $506,000, respectively.Future minimum lease payments under such leases as of December 31, 2003 are
as follows (lease terms under such leases do not extend beyond December 31,
2007): Year ended December 31:2004
    
    $
    140,9392005
    
    
    42,5322006
    
    
    28,8002007
    
    
    24,000$
    236,271
  Rental expense for 2003 and 2002 includes approximately $449,000 and
$431,000, respectively, for real properties leased from the Newspaper
Agency Corporation Pension Plan (the Plan) (note 4) and Kearns-Tribune,
LLC, related parties of the Company. The lease agreement with
Kearns-Tribune, LLC is on a month-to-month basis.In relation to the lease agreement between the Plan and the Company, an
exemption from the prohibited transaction restrictions of ERISA was
received and became effective August 1, 1983. The lease agreement between
the Plan and the Company expires July 31, 2006. The annual rent is
approximately $197,000, payable in monthly installments. The Company has an
option to extend the term of the lease for four separate and additional
consecutive periods of one year each not to exceed four such periods. Any
such extensions shall be on the same terms and conditions set forth in the
lease (except for rent). The landlord may at any time upon six months
written notice to the tenant terminate this lease and the tenants
occupancy hereunder. In addition, the Company is required to pay all
property taxes, insurance, repairs, and maintenance on this real property.(6)
    
    ContingenciesAt December 31, 2003, the Company had issued and outstanding three letters
of credit for $700,000, $500,000, and $225,000 related to its workers
compensation insurance policies as required by its current and previous
providers. The insurers have the right to call upon these letters of credit
if the Company defaults on its workers compensation obligations. No events
of default have occurred during the most recent two annual periods ended
December 31, 2003 and 2002, respectively.The Company is involved in various claims and legal actions arising in the
ordinary course of business. In the opinion of management, the outcome of
these matters will not have a material adverse effect on the Companys
financial position or results of operations. 17




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##### Table of Contents



ExhibitNo.
    
    Description4.1*
    

-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 Trustee4.2*
    
    -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 & Hand10.1*
    
    -$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 agreement10.2*
    
    -Employment Agreement dated March 15, 2000 between MediaNews Services and Joseph J.
Lodovic, IV10.3*
    
    -Employment Agreement dated March 15, 2000, between MediaNews Services and William Dean
Singleton10.4*
    
    -Joint Operating Agreement dated January 13, 1989, among York Daily Record, Inc., York
Newspapers, Inc., and The York Newspaper Company10.5*
    
    -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 Purchasers10.7*
    
    -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 Purchasers10.8*
    
    -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 Sunand The Sunday Sundated July 31, 199710.9*
    
    -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, 199710.10*
    
    -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 200910.11*
    
    -Subordinated Note Purchase Agreement between Garden State Newspapers, Inc. and Greenco,
Inc. dated as of January 30, 199810.12*
    
    -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 200910.13*
    
    -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 201110.14*
    
    -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, 199910.15*
    
    -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, California10.16*
    
    -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.
 18




---



##### Table of Contents



ExhibitNo.
    
    Description(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.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, 2001.10.23*
    
    -Amendment No. 2 dated December 27, 2001, to Credit Agreement, dated as of May 12, 1999, as
amended and restated as of January 2, 2001.10.24*
    
    -Amendment No. 3 dated March 17, 2003, to Credit Agreement, dated as of May 12, 1999, as
amended and restated as of January 2, 2001.10.25*
    
    -Amendment No. 4 dated May 15, 2003, 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 Charges21.1*
    
    -Subsidiaries of Registrant31.1
    
    -Section 302 Certification of William Dean Singleton31.2
    
    -Section 302 Certification of Joseph J. Lodovic, IV31.3
    
    -Section 302 Certification of Ronald A. Mayo32.1
    
    -Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.32.2
    
    -Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.*Previously Filed
 19




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##### Table of Contents



SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized. MEDIANEWS GROUP, INC.Date:  March 29, 2004
    By:
    /s/ William Dean SingletonWilliam Dean SingletonVice Chairman, Chief Executive Officer
and Director By:
    /s/ Joseph J. LodovicJoseph J. LodovicPresident By:
    /s/ Ronald A. MayoRonald A. MayoVice President and Chief Financial Officer 20




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##### Table of Contents



Exhibit Index ExhibitNo.
    
    Description4.1*
    
    -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 Trustee4.2*
    
    -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 & Hand10.1*
    
    -$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 agreement10.2*
    
    -Employment Agreement dated March 15, 2000 between MediaNews Services and Joseph J.
Lodovic, IV10.3*
    
    -Employment Agreement dated March 15, 2000, between MediaNews Services and William Dean
Singleton10.4*
    
    -Joint Operating Agreement dated January 13, 1989, among York Daily Record, Inc., York
Newspapers, Inc., and The York Newspaper Company10.5*
    
    -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 Purchasers10.7*
    
    -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 Purchasers10.8*
    
    -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 Sunand The Sunday Sundated July 31, 199710.9*
    
    -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, 199710.10*
    
    -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 200910.11*
    
    -Subordinated Note Purchase Agreement between Garden State Newspapers, Inc. and Greenco,
Inc. dated as of January 30, 199810.12*
    
    -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 200910.13*
    
    -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 201110.14*
    
    -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, 199910.15*
    
    -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, California10.16*
    
    -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.




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##### Table of Contents



ExhibitNo.
    
    Description(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.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, 2001.10.23*
    
    -Amendment No. 2 dated December 27, 2001, to Credit Agreement, dated as of May 12, 1999, as
amended and restated as of January 2, 2001.10.24*
    
    -Amendment No. 3 dated March 17, 2003, to Credit Agreement, dated as of May 12, 1999, as
amended and restated as of January 2, 2001.10.25*
    
    -Amendment No. 4 dated May 15, 2003, 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 Charges21.1*
    
    -Subsidiaries of Registrant31.1
    
    -Section 302 Certification of William Dean Singleton31.2
    
    -Section 302 Certification of Joseph J. Lodovic, IV31.3
    
    -Section 302 Certification of Ronald A. Mayo32.1
    
    -Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.32.2
    
    -Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.*Previously Filed