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UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549
   FORM 10-K/A (Amendment No. 1) þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended June 30, 2004
OR o 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
(State or other jurisdiction of incorporation or organization)
    
    76-0425553
(I.R.S. Employer Identification Number)1560 Broadway, Denver, Colorado
(Address of principal executive offices)
    
    80202
(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. Item (1) Yes þ No o; Item (2) Yes o No þ* 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. þ Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule
12b-2 of the Act). Yes o No þ 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. Not applicable as there is no active market for our common equity. The number of shares outstanding of the registrants common stock as of April 29, 2005 was
2,298,346. Documents Incorporated by Reference: None *The registrants duty to file reports with the Securities and Exchange Commission has
been suspended in respect of its fiscal year commencing July 1, 2004 pursuant to Section 15(d) of
the Securities Exchange Act of 1934.




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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, 2004 the audited financial statements of Newspaper Agency
Corporation (NAC) for the years ended December 31, 2004, 2003 (restated) and 2002 (restated) 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 reports, 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, 2004, has been updated or amended by this
Form 10-K/A. Item 15. Exhibits and Financial Statement Schedules  (a)
    The following financial statements and exhibits are filed as part of this
report  1.
    Newspaper Agency Corporation Financial StatementsReport of Independent Registered Public Accounting Firm
(Ernst & Young, LLP)
Independent Auditors Report (KPMG LLP)Balance sheets December 31, 2004 and 2003 (restated)Statements of earnings and retained earnings/(accumulated deficit) for the years
ended December 31, 2004, 2003 (restated) and 2002 (restated)Statements of cash flows for the years ended December 31, 2004, 2003 (restated)
and 2002 (restated)Notes to financial statements3.
    ExhibitsSee accompanying index to exhibits on page 25. 2




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NEWSPAPER AGENCY CORPORATION Financial Statements December 31, 2004 and 2003 (restated) and for the years ended
December 31, 2004, 2003 (restated) and 2002 (restated) 3




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NEWSPAPER AGENCY CORPORATION Financial Statements December 31, 2004 and 2003 (restated) and for the years ended
December 31, 2004, 2003 (restated) and 2002 (restated) Table of Contents PageReport of Independent Registered Public Accounting Firm (Ernst & Young, LLP)
    
    
    5Independent Auditors Report (KPMG LLP)
    
    
    6Financial Statements:Balance Sheets
    
    
    7Statements of Earnings and Retained Earnings/(Accumulated Deficit)
    
    
    9Statements of Cash Flows
    
    
    10Notes to Financial Statements
    
    
    11Certification Pursuant to Section 302Certification Pursuant to Section 302Certification Pursuant to Section 302Certification Pursuant to Section 906Certification Pursuant to Section 906
  4




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##### Table of Contents



Report of Independent Registered Public Accounting Firm The Board of Directors
Newspaper Agency Corporation We have audited the accompanying balance sheet of Newspaper Agency Corporation as of December 31,
2004, and the related statements of earnings and retained earnings/(accumulated deficit), and cash
flows for the year 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
audit. We conducted our audit in accordance with the standards of the Public Company Accounting Oversight
Board (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. We
were not engaged to perform an audit of the Companys internal control over financial reporting.
Our audit included consideration of internal control over financial reporting as a basis for
designing audit procedures that are appropriate in the circumstances, but not for the purpose of
expressing an opinion on the effectiveness of the Companys internal control over financial
reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test
basis, evidence supporting the amounts and disclosures in the financial statements, assessing the
principles used and significant estimates made by management, and evaluating the overall financial
statement presentation. We believe that our audit provides 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, 2004, and the
results of its operations and its cash flows for the year then ended in conformity with U.S.
generally accepted accounting principles. Ernst & Young, LLP
Denver, Colorado
April 28, 2005 5




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##### Table of Contents



Independent Auditors Report The Board of Directors
Newspaper Agency Corporation We have audited the accompanying balance sheet of
Newspaper Agency Corporation as of December 31,
2003 and the related statements of earnings and retained earnings and cash flows for the years
ended December 31, 2003 and 2002. 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 as of December 31, 2003 and the
results of its operations and its cash flows for the years ended December 31, 2003 and 2002, in
conformity with accounting principles generally accepted in the United States of America. As discussed in note 7 to the accompanying financial statements, the Company has restated its
financial statements as of December 31, 2003 and for the years ended December 31, 2003 and 2002. KPMG LLP Salt Lake City, Utah
March 12, 2004, except as to note 7,
     which is as of April 28, 2005 6




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Newspaper Agency Corporation 
 Balance Sheets December 312004
    
    
    2003(As restated)AssetsCurrent assets:Cash and cash equivalents
    
    $
    221,766
    
    
    $
    1,927,835Restricted cash
    
    
    634,056
    
    
    
    Receivables:Trade accounts:Advertising
    
    
    14,381,370
    
    
    
    12,974,064Circulation
    
    
    1,137,446
    
    
    
    1,256,528Principals
    
    
    5,935,900
    
    
    
    3,976,991Other
    
    
    385,318
    
    
    
    352,554Less allowance for doubtful receivables
    
    
    (460,070
    )
    
    
    (347,077
    )Net receivables
    
    
    21,379,964
    
    
    
    18,213,060Inventories
    
    
    2,121,184
    
    
    
    1,953,569Prepaid expenses
    
    
    862,646
    
    
    
    593,348Total current assets
    
    
    25,219,616
    
    
    
    22,687,812Cash value of life insurance, net
    
    
    276,008
    
    
    
    342,623Net prepaid pension costs
    
    
    10,014,616
    
    
    
    10,625,602Other assets
    
    
    80,647
    
    
    
    23,350Total other assets
    
    
    10,371,271
    
    
    
    10,991,575Total assets
    
    $
    35,590,887
    
    
    $
    33,679,387
 See accompanying notes. 7




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Newspaper Agency Corporation Balance Sheets (continued) December 312004
    
    
    2003(As restated)Liabilities and stockholders equityCurrent liabilities:Accounts payable
    
    $
    2,559,756
    
    
    $
    2,851,953Accrued salaries and benefits
    
    
    3,703,527
    
    
    
    3,063,852Deferred subscription and advertising revenue
    
    
    4,222,016
    
    
    
    2,456,304Compensation to Principals
    
    
    7,861,445
    
    
    
    40,828Income taxes payable
    
    
    
    
    
    
    1,222,366Other liabilities
    
    
    1,459,743
    
    
    
    331,672Total current liabilities
    
    
    19,806,487
    
    
    
    9,966,975Postretirement and postemployment benefit liabilities
    
    
    6,351,818
    
    
    
    3,666,982Compensation to Principals associated with
net prepaid pension costs
    
    
    9,663,753
    
    
    
    10,253,357Total liabilities
    
    
    35,822,058
    
    
    
    23,887,314Stockholders equity:Common stock, $100 par value/100 shares authorized,
issued, and outstanding
    
    
    10,000
    
    
    
    10,000Retained (deficit) earnings
    
    
    (241,171
    )
    
    
    9,782,073Total stockholders (deficit) equity
    
    
    (231,171
    )
    
    
    9,792,073Total liabilities and stockholders equity
    
    $
    35,590,887
    
    
    $
    33,679,387
 See accompanying notes. 8




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Newspaper Agency Corporation 
 Statements of Earnings and Retained Earnings/(Accumulated Deficit) Years ended December 312004
    
    
    2003
    
    
    2002(As restated)
    
    
    (As restated)Revenues, net of commissions, rebates
and discounts:Advertising
    
    $
    114,706,635
    
    
    $
    104,416,220
    
    
    $
    99,487,493Circulation
    
    
    28,079,362
    
    
    
    28,106,588
    
    
    
    25,714,173Other
    
    
    2,462,467
    
    
    
    2,241,436
    
    
    
    2,566,682145,248,464
    
    
    
    134,764,244
    
    
    
    127,768,348Cost and expenses:Cost of sales
    
    
    58,227,662
    
    
    
    56,427,770
    
    
    
    54,027,247Selling, general, and administrative
    
    
    30,327,987
    
    
    
    25,054,406
    
    
    
    22,046,187Principals compensation
    
    
    54,724,072
    
    
    
    51,430,433
    
    
    
    49,897,091143,279,721
    
    
    
    132,912,609
    
    
    
    125,970,525Earnings before income taxes
    
    
    1,968,743
    
    
    
    1,851,635
    
    
    
    1,797,823Income tax expense
    
    
    (766,987
    )
    
    
    (818,251
    )
    
    
    (612,519
    )Net earnings
    
    
    1,201,756
    
    
    
    1,033,384
    
    
    
    1,185,304Retained earnings (restated, see Note 7)
    
    
    9,782,073
    
    
    
    8,748,689
    
    
    
    7,563,385Distributions of retained earnings to Principals
    
    
    (11,225,000
    )
    
    
    
    
    
    
    Retained earnings/(accumulated deficit)
at end of year
    
    $
    (241,171
    )
    
    $
    9,782,073
    
    
    $
    8,748,689
 See accompanying notes. 9




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Newspaper Agency Corporation 
 Statements of Cash Flows Years ended December 312004
    
    
    2003
    
    
    2002(As restated)
    
    
    (As restated)Cash flows from operating activitiesNet earnings
    
    $
    1,201,756
    
    
    $
    1,033,384
    
    
    $
    1,185,304Adjustments to reconcile net earnings to net cash
provided by (used in) operating activities:Provision for losses on receivables
    
    
    976,334
    
    
    
    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
    
    
    (1,799,895
    )
    
    
    (218,049
    )
    
    
    174,810Circulation receivables
    
    
    (351,670
    )
    
    
    (617,847
    )
    
    
    (117,696
    )Receivable from Principals
    
    
    (1,958,909
    )
    
    
    (2,760,936
    )
    
    
    (777,693
    )Other receivables
    
    
    (32,764
    )
    
    
    (82,071
    )
    
    
    28,059Inventories
    
    
    (167,615
    )
    
    
    144,770
    
    
    
    (154,844
    )Prepaid expenses
    
    
    (269,298
    )
    
    
    (105,510
    )
    
    
    (20,010
    )Cash value of life insurance, net
    
    
    66,615
    
    
    
    23,844
    
    
    
    (5,251
    )Net prepaid pension costs
    
    
    610,986
    
    
    
    608,953
    
    
    
    (65,439
    )Other assets
    
    
    (57,297
    )
    
    
    
    
    
    
    (8,750
    )Accounts payable
    
    
    (292,197
    )
    
    
    208,285
    
    
    
    123,350Accrued salaries and benefits
    
    
    639,675
    
    
    
    (23,734
    )
    
    
    35,437Deferred subscription and advertising revenue
    
    
    1,765,712
    
    
    
    45,220
    
    
    
    60,081Compensation to Principals
    
    
    7,820,617
    
    
    
    2,140,202
    
    
    
    (2,494,608
    )Income taxes payable
    
    
    (1,222,366
    )
    
    
    1,222,366
    
    
    
    Other liabilities
    
    
    1,128,071
    
    
    
    230,585
    
    
    
    (542,650
    )Postretirement and postemployment
benefit liabilities
    
    
    2,684,836
    
    
    
    150,530
    
    
    
    (168,397
    )Compensation to Principals associated
with net prepaid pension costs
    
    
    (589,604
    )
    
    
    (587,988
    )
    
    
    63,148Net cash provided by (used in) operating activities
    
    
    10,152,987
    
    
    
    1,897,175
    
    
    
    (2,761,760
    )Cash flows from investing activitiesChange in restricted cash
    
    
    (634,056
    )
    
    
    
    
    
    
    Sale of available-for-sale securities, net
    
    
    
    
    
    
    
    
    
    
    1,116,442Net cash provided by (used in) investing activities
    
    
    (634,056
    )
    
    
    
    
    
    
    1,116,442Cash flows from financing activitiesDistributions to principals from retained earnings
    
    
    (11,225,000
    )
    
    
    
    
    
    
    Net cash used in financing activities
    
    
    (11,225,000
    )
    
    
    
    
    
    
    Net increase (decrease) in cash and cash equivalents
    
    
    (1,706,069
    )
    
    
    1,897,175
    
    
    
    (1,645,318
    )Cash and cash equivalents at beginning of year
    
    
    1,927,835
    
    
    
    30,660
    
    
    
    1,675,978Cash and cash equivalents at end of year
    
    $
    221,766
    
    
    $
    1,927,835
    
    
    $
    30,660
 See accompanying notes. 10




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NEWSPAPER AGENCY CORPORATION 
 Notes to Financial Statements December 31, 2004 and 2003 (restated)  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 by the Principals. The Company does not make payments for the use of
these assets beyond amounts accrued and paid to Principals as Principals compensation in the
accompanying statements of earnings and retained earnings. 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, all receipts and income
collected from such advertising is allocated to the party in whose newspaper the
advertisements are run, after deducting related operating expenses. Principals compensation
has been reflected as an expense in the accompanying financial statements. 11




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NEWSPAPER AGENCY CORPORATION Notes to Financial Statements December 31, 2004 and 2003 (restated)  2.
    Summary of Significant Accounting Policies and Other MattersCash EquivalentsThe Company considers all highly liquid debt instruments with original maturities of three
months or less to be cash equivalents. The Company has restricted cash for purposes of
satisfying a retainage liability on construction scheduled to be completed in 2005.Trade Accounts ReceivableTrade accounts receivable, mostly from advertisers and newspaper subscribers are recorded at
the invoiced amount and do not bear interest. The Company extends unsecured credit to most of
its customers. The Company recognizes that extending credit and setting appropriate reserves
for receivables is largely a subjective decision based on knowledge of the customer and the
industry. The level of credit is influenced by the customers credit history with the Company
and other available information, including industry-specific data. The Company maintains an
allowance for estimated losses resulting from the inability of customers to make required
payments. If the financial condition of the Companys customers were to deteriorate, resulting
in an impairment of their ability to pay, additional allowances may be required. Payment in
advance for some advertising and circulation revenue has assisted the Company in maintaining
historical bad debt losses at less than one percent of revenue.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.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: 2004
    
    
    2003Newsprint
    
    $
    1,716,947
    
    
    $
    1,653,445Supplies and parts
    
    
    404,237
    
    
    
    300,124$
    2,121,184
    
    
    $
    1,953,569
 12




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NEWSPAPER AGENCY CORPORATION Notes to Financial Statements December 31, 2004 and 2003 (restated)  Estimated replacement cost of newsprint inventories exceeded the LIFO inventory value by
approximately $947,000 and $778,000 at December 31, 2004 and 2003, respectively. During 2003,
inventory quantities were reduced. This reduction resulted in a liquidation of LIFO inventory
quantities carried at lower costs prevailing in prior years as compared with the cost of 2003
purchases, the effect of which decreased cost of goods sold and increased net income by
approximately $29,000.Revenue RecognitionAdvertising revenue, including barter, 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 when the
revenue has been earned.Advertising CostsAdvertising costs are expensed as incurred or as bartered items are consumed. Advertising
expenses for 2004, 2003 and 2002 were approximately $1,133,000, $784,000 and $70,000 including
barter of $1,088,000, $683,000 and $0, respectively.Income TaxesThe 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.The Companys results are reported for tax purposes in two tax returnsa partnership tax
return and a corporate tax return. The partnership tax return reports all of the operations of
the JOA, with the exception of the amount the Company is allowed to retain as its operating
profit under the JOA. The Companys 3.5% commission is reported in the corporate tax return.
As a result, all accounts giving rise to deferred tax assets and liabilities are on the tax
balance sheet of the partnership, and the related deferred tax assets and liabilities are
recorded on the Principals financial statements based on their respective ownership
percentages. The Company records income tax expense based on the expected commission. Cash
payments for income taxes during 2004, 2003, and 2002 were $1,989,000, $292,000 and $619,000,
respectively. 13




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NEWSPAPER AGENCY CORPORATION Notes to Financial Statements December 31, 2004 and 2003 (restated)  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.ReclassificationsFor comparability, certain prior year balances have been reclassified to conform to current
reporting classifications.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 at least actuarially equivalent to Medicare Part D. The
Companys postretirement benefit plan offers a prescription drug benefit and, therefore,
under the Statement of Financial Accounting Standard (SFAS) 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 FASB issued FASB Staff Position (FSP) on SFAS No. 106
(FSP-SFAS No. 106-1) 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 at which time accounting for the Acts effects on the plan would be required. The
Company elected to defer accounting for the effects of the Act on the plans accumulated
postretirement benefit obligations under FSP-SFAS 106-1. In May 2004, the FASB issued
FSP-SFAS No. 106-2, Accounting and Disclosure Requirements Related to the Medicare
Prescription Drug, Improvement and Modernization Act of 2003,which supersedes FSP-SFAS No.
106-1, and provides authoritative guidance on the accounting for the Act and is effective for
the first interim or annual period beginning after June 15, 2004, which for the Company is
January 1, 2005. In accordance with FSP-SFAS No. 106-2, the Company has concluded that the
Act is not significant to the Companys postretirement benefit plan; therefore, the effects
of the Act shall be incorporated in the December 31, 2005 measurement of plan obligations. 14




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NEWSPAPER AGENCY CORPORATION Notes to Financial Statements December 31, 2004 and 2003 (restated)  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 impacted disclosures only (see Note
4) and did not impact the Companys financial position or results of operations.Employee Labor ArrangementsThe Company has approximately 730 full time employee equivalents, approximately 33% of whom
are represented by local unions and work under multi-year collective bargaining agreements.
These agreements are renegotiated in the years in which they expire. During 2005 there will be
negotiations to extend these agreements covering approximately 240 employees. 15




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##### Table of Contents



NEWSPAPER AGENCY CORPORATION Notes to Financial Statements December 31, 2004 and 2003 (restated)  3.
    Related-Party Transactions and BalancesTransactions with the Principals for the years ended December 31, 2004, 2003 and 2002 and the
related balances as of December 31, 2004 and 2003 are summarized as follows: 2004
    
    
    2003Current receivables from Principals (balance sheet):Kearns-Tribune, LLC
    
    $
    916,679
    
    
    $
    209,608Deseret News Publishing Company
    
    
    721,225
    
    
    
    650,910Kearns-Tribune, LLC new facility
    
    
    2,492,838
    
    
    
    1,788,221Deseret News Publishing Company new facility
    
    
    1,805,158
    
    
    
    1,328,252$
    5,935,900
    
    
    $
    3,976,991
 2004
    
    
    2003Compensation to Principals (balance sheet):Kearns-Tribune, LLC
    
    $
    4,623,705
    
    
    $
    87,747Deseret News Publishing Company
    
    
    3,237,740
    
    
    
    (46,919
    )$
    7,861,445
    
    
    $
    40,828
 2004
    
    
    2003(Restated,see Note 7)Compensation to Principals associated with net
prepaid pension costs (balance sheet):Kearns-Tribune, LLC
    
    $
    5,604,977
    
    
    $
    5,946,947Deseret News Publishing Company
    
    
    4,058,776
    
    
    
    4,306,410$
    9,663,753
    
    
    $
    10,253,357
 2004
    
    
    2003
    
    
    2002(Restated,
    
    
    (Restated,see Note 7)
    
    
    see Note 7)Principals compensation (statement
of earnings):Kearns-Tribune, LLC
    
    $
    31,926,046
    
    
    $
    29,981,053
    
    
    $
    29,077,455Deseret News Publishing Company
    
    
    22,798,026
    
    
    
    21,449,380
    
    
    
    20,819,636$
    54,724,072
    
    
    $
    51,430,433
    
    
    $
    49,897,091
 In addition to the related party transactions described above the Company, as described in
Note 5, during 2004, entered into a rental arrangement with MediaNews Group (MNG) and Deseret News
Publishing Company (DNPC) that requires monthly rental payments of $2,750. 16




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##### Table of Contents



NEWSPAPER AGENCY CORPORATION Notes to Financial Statements December 31, 2004 and 2003 (restated)  4.
    Employee Benefit PlansPension 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
the plans funded status at December 31, 2004 and 2003: 2004
    
    
    2003Benefit obligation at beginning of year
    
    $
    25,966,828
    
    
    $
    22,953,226Service cost
    
    
    1,222,817
    
    
    
    985,482Interest cost
    
    
    1,621,182
    
    
    
    1,561,858Actuarial loss (restated, see Note 7)
    
    
    1,294,825
    
    
    
    2,591,439Benefits paid (restated, see Note 7)
    
    
    (2,836,193
    )
    
    
    (2,125,177
    )Benefit obligation at end of year
    
    $
    27,269,459
    
    
    $
    25,966,828Fair value of plan assets at beginning of year
    
    $
    32,616,453
    
    
    $
    30,628,205Actual return on plan assets (restated, see Note 7)
    
    
    2,248,276
    
    
    
    5,008,425Benefits paid
    
    
    (2,836,193
    )
    
    
    (2,125,177
    )Transfers to retiree health care plan (restated, see Note 7)
    
    
    (795,000
    )
    
    
    (895,000
    )Fair value of plan assets at end of year
    
    $
    31,233,536
    
    
    $
    32,616,453Funded status of plan
    
    $
    3,964,077
    
    
    $
    6,649,625Unrecognized net actuarial loss (restated, see Note 7)
    
    
    6,050,545
    
    
    
    4,535,910Unrecognized net transition asset
    
    
    (6
    )
    
    
    (559,933
    )Net prepaid benefit cost (restated, see Note 7)
    
    $
    10,014,616
    
    
    $
    10,625,602Weighted average assumption as of December 31:Discount rate
    
    
    6.00
    %
    
    
    6.25
    %Expected return on plan assets
    
    
    8.00
    
    
    
    8.00Rate of compensation increase
    
    
    4.00
    
    
    
    5.00
 17




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NEWSPAPER AGENCY CORPORATION Notes to Financial Statements December 31, 2004 and 2003 (restated)  The components of Newspaper Agency Corporations net periodic pension expense associated with
its defined benefit retirement plan at December 31 are as follows: 2004
    
    
    2003
    
    
    2002Service cost
    
    $
    1,222,817
    
    
    $
    985,482
    
    
    $
    840,542Interest cost
    
    
    1,621,182
    
    
    
    1,561,858
    
    
    
    1,499,571Expected return on assets
    
    
    (2,574,303
    )
    
    
    (2,415,316
    )
    
    
    (2,945,624
    )Net actuarial loss
recognition (restated, see
Note 7)
    
    
    106,218
    
    
    
    141,857
    
    
    
    Transition asset recognition
    
    
    (559,927
    )
    
    
    (559,928
    )
    
    
    (559,928
    )Net periodic pension
expense (benefit)
(restated, see Note 7)
    
    $
    (184,013
    )
    
    $
    (286,047
    )
    
    $
    (1,165,439
    )
  The Companys weighted-average asset allocations for its pension plan as of December 31, 2004,
by asset category are as follows: 2004
    
    
    2003Equity securities
    
    
    67.20
    %
    
    
    59.76
    %Debt securities
    
    
    30.53
    
    
    
    33.17Real estate
    
    
    0.00
    
    
    
    5.21Other
    
    
    2.27
    
    
    
    1.86Total
    
    
    100.00
    %
    
    
    100.00
    %
  The Companys investment objective is to provide an attractive risk-adjusted return that will
ensure the payment of benefits while protecting against the risk of substantial investment
losses. Correlations among the asset classes are used to identify an asset mix that the
Company believes will provide the most attractive returns. Long-term return forecasts for each
asset class using historical data and other qualitative considerations to adjust for projected
economic forecasts are used to set the expected rate of return for the entire portfolio.The following benefit payments, which reflect expected future service, as appropriate, are as
follows: During the year ended December 31:2005
    
    $
    971,4932006
    
    
    989,8412007
    
    
    1,067,8942008
    
    
    1,183,8032009
    
    
    1,281,6012010 through 2014
    
    
    8,826,563$
    14,321,195
 18




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NEWSPAPER AGENCY CORPORATION Notes to Financial Statements December 31, 2004 and 2003 (restated)  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: 2004
    
    
    2003Benefit obligation at beginning of year
    
    $
    11,467,588
    
    
    $
    8,115,324Service cost
    
    
    104,633
    
    
    
    178,244Interest cost
    
    
    594,360
    
    
    
    705,874Actuarial loss (gain)
    
    
    (350,724
    )
    
    
    3,381,090Benefits paid
    
    
    (799,181
    )
    
    
    (912,944
    )Amendment
    
    
    353,098
    
    
    
    Curtailment
    
    
    (3,060,283
    )
    
    
    Benefit obligation at end of year
    
    $
    8,309,491
    
    
    $
    11,467,588Fair value of plan assets at beginning of year
    
    $
    
    
    
    $
    Transfers from defined benefit pension plan
    
    
    795,000
    
    
    
    895,000Employer contributions
    
    
    4,181
    
    
    
    17,944Benefits paid
    
    
    (799,181
    )
    
    
    (912,944
    )Fair value of plan assets at end of year
    
    $
    
    
    
    $
    Funded status of plan
    
    $
    (8,309,491
    )
    
    $
    (11,467,588
    )Unrecognized actuarial loss
    
    
    2,483,438
    
    
    
    2,970,780Unrecognized prior service cost
    
    
    
    
    
    
    (2,220,429
    )Unrecognized net transition obligation
    
    
    
    
    
    
    7,184,000Accrued postretirement cost
    
    $
    (5,826,053
    )
    
    $
    (3,533,237
    )Weighted average assumption as of December 31:Discount rate
    
    
    6.00
    %
    
    
    6.25
    %
  In April 2004, the Company amended its retiree medical plan. Employees retiring beginning July
1, 2004 are no longer provided postretirement health care coverage, resulting in an overall
decrease in employee benefits for the future services of plan participants. As required by
SFAS No. 106 the Company accounted for the amendment as a curtailment and immediately
recognized all previously unrecognized prior service cost and transition obligation netting to
approximately $2,154,000. 19




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##### Table of Contents



NEWSPAPER AGENCY CORPORATION Notes to Financial Statements December 31, 2004 and 2003 (restated)  For measurement purposes, a 9.0% annual rate of increase in the per capita cost of covered
health care benefits was assumed for 2004 and assumed to grade to 5.0% in 2012 and remain
constant thereafter.The components of net benefit cost associated with the postretirement health plan at December
31 are as follows: 2004
    
    
    2003
    
    
    2002Service cost
    
    $
    104,633
    
    
    $
    178,244
    
    
    $
    160,804Interest cost
    
    
    594,360
    
    
    
    705,874
    
    
    
    578,000Actuarial loss
    
    
    136,617
    
    
    
    117,878
    
    
    
    Amortization of prior service cost
    
    
    (297,768
    )
    
    
    (623,716
    )
    
    
    (623,716
    )Amortization of net transition obligation
    
    
    400,000
    
    
    
    800,000
    
    
    
    800,000Net benefit cost
    
    $
    937,842
    
    
    $
    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
    
    $
    38,894
    
    
    $
    34,558Effect on accumulated benefits obligation
    
    
    674,536
    
    
    
    598,950
  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 2004 and 2003, $795,000 and $895,000, respectively, of retiree medical benefits
were paid through this 401(h) account. The Company expects to contribute to the plan for
future benefit payments, from operating cash, as follows: During the year ended December 31:2005
    
    $
    785,3182006
    
    
    786,1922007
    
    
    795,8412008
    
    
    792,4872009
    
    
    779,7402010 through 2014
    
    
    3,576,829$
    7,516,407
 20




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##### Table of Contents



NEWSPAPER AGENCY CORPORATION Notes to Financial Statements December 31, 2004 and 2003 (restated)  The Company accrued postemployment benefit costs of approximately $526,000 and $134,000 as of
December 31, 2004 and 2003, respectively, for estimated future health insurance premiums to be
paid on behalf of certain employees that have been disabled. Included in 2004 is an
additional amount of $236,000 which has been accrued for a severance agreement with a former
officer of the Company. The amount is scheduled to be relieved ratably through July 31, 2008.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 $213,000, $234,000 and $265,000 for 2004, 2003 and 2002, respectively.The Company also made contributions to various multi-employer union pension plans totaling
approximately $143,000, $113,000 and $130,000 for 2004, 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. Under the terms of the unions collective
bargaining agreements, the Company is obligated to contribute to the various multi-employer
union pension plans $2 for each shift worked by a union employee through the expiration of
those agreements in 2005.5.
    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 2004, 2003
and 2002 was approximately $885,000, $540,000 and $506,000, respectively.Future minimum lease payments under such leases as of December 31, 2004 are as follows (lease
terms under such leases do not extend beyond December 31, 2008): Year ended December 31:2005
    
    $
    638,8602006
    
    
    495,3832007
    
    
    202,4792008
    
    
    49,146$
    1,385,868
 21




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##### Table of Contents



NEWSPAPER AGENCY CORPORATION Notes to Financial Statements December 31, 2004 and 2003 (restated)  Rental expense for 2004, 2003 and 2002 includes approximately $378,000, $449,000 and $431,000,
respectively, for real properties leased from the Newspaper Agency Corporation Pension Plan
(the Plan) (Note 4), MNG, DNPC and Kearns-Tribune, LLC, related parties of the Company. The
lease agreements with MNG, DNPC and Kearns-Tribune, LLC are 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 are 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. In addition, the Company
is required to pay all property taxes, insurance, repairs, and maintenance on this real
property. Effective August 3, 2004, the Plan sold, to a unrelated party, the property leased
by the Company. All provisions of the original lease have remained unchanged.The Company also has entered into an arrangement with a third party to provide transportation
services associated with distribution of the newspapers. The arrangement has substantial
penalties for cancellation and is scheduled to expire in May 2008. The Company makes weekly
payments amounting to approximately $50,000.6.
    ContingenciesAt December 31, 2004, the Company had issued and outstanding three letters of credit for
$700,000, $100,000, and $225,000 related to its workers compensation insurance policies as
required by its current and previous providers. Subsequent to December 31, 2004, the Company
put in place two additional letters of credit for $650,000 and $300,000 as required by its
workers compensation insurance policies. 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, 2004 and
2003, 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, results of operations, or liquidity.7.
    RestatementThe accompanying financial statements as of December 31, 2003 and for the years ended December
31, 2003 and 2002 have been restated to correct a net overstatement of prepaid pension costs
and a cumulative understatement of the postretirement health benefit expense as a result of
the Company 22




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##### Table of Contents



NEWSPAPER AGENCY CORPORATION Notes to Financial Statements December 31, 2004 and 2003 (restated)  not properly accounting for the effect of transfers made from its overfunded pension plan to
its postretirement health plan in accordance with Emerging Issues Task Force (EITF) Topic
D-27.The related impact of the adjustments necessary to apply EITF Topic D-27 reduced net income
from previously reported amounts by $20,965 and $38,500 in 2003 and 2002, respectively.
Retained earnings at the beginning of 2002 has also been restated to reflect a reduction of
$124,990 for adjustments required in periods prior to 2002. A summary of the financial
statement captions impacted by the restatement is as follows: 23




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##### Table of Contents



NEWSPAPER AGENCY CORPORATION Notes to Financial Statements December 31, 2004 and 2003 (restated) Balance Sheet As of December 31, 2003As Reported
    
    
    As Restated
    
    
    ChangeAssets:Net prepaid pension costs
    
    $
    15,895,777
    
    
    $
    10,625,602
    
    
    $
    5,270,175Total other assets
    
    
    16,261,750
    
    
    
    10,991,575
    
    
    
    5,270,175Total assets
    
    
    38,949,562
    
    
    
    33,679,387
    
    
    
    5,270,175Liabilities and stockholders equity:Compensation to Principals associated
with net prepaid pension costs
    
    $
    15,339,077
    
    
    $
    10,253,357
    
    
    $
    5,085,720Total liabilities
    
    
    28,973,034
    
    
    
    23,887,314
    
    
    
    5,085,720Retained earnings
    
    
    9,966,528
    
    
    
    9,782,073
    
    
    
    184,455Total stockholders equity
    
    
    9,976,528
    
    
    
    9,792,073
    
    
    
    184,455Total liabilities and stockholders equity
    
    
    38,949,562
    
    
    
    33,679,387
    
    
    
    5,270,175
 Statement of Earnings Year ended December 31, 2003
    
    
    Year ended December 31, 2002As Reported
    
    
    As Restated
    
    
    Change
    
    
    As Reported
    
    
    As Restated
    
    
    ChangeSelling, general and
administrative
    
    $
    24,455,386
    
    
    $
    25,054,406
    
    
    $
    (599,020
    )
    
    $
    20,946,187
    
    
    $
    22,046,187
    
    
    $
    (1,100,000
    )Principals
compensation
    
    
    52,008,488
    
    
    
    51,430,433
    
    
    
    578,055
    
    
    
    50,958,591
    
    
    
    49,897,091
    
    
    
    1,061,500Earnings before
income taxes
    
    
    1,872,600
    
    
    
    1,851,635
    
    
    
    20,965
    
    
    
    1,836,323
    
    
    
    1,797,823
    
    
    
    38,500Net earnings
    
    
    1,054,349
    
    
    
    1,033,384
    
    
    
    20,965
    
    
    
    1,223,804
    
    
    
    1,185,304
    
    
    
    38,500
  The restatement did not have any effect on previously reported cash flows from operating,
investing or financing activities for the years ended December 31, 2003 and 2002. 24




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##### Table of Contents



EXHIBIT INDEX Exhibits  3.1
    Second Restated and Amended Certificate of Incorporation (incorporated by reference to
Exhibit 3.1 to the registrants Form 8-K filed January 14, 2004)3.2
    Amended and Restated Bylaws of MediaNews Group, Inc.**4.1
    Registration Rights Agreement dated May 20, 1994, between Affiliated Newspapers
Investments, Inc. (the predecessor to the registrant) and BT Securities Corporation
(incorporated by reference to Exhibit 4.3 to Form S-1/A of Affiliated Newspapers
Investments, Inc., filed May 6, 1994 (File No. 33-75158))4.2
    Form of Indenture dated as of March 16, 1999 between Garden State Newspapers, Inc., the
predecessor of MediaNews Group, Inc., as Issuer, and The Bank of New York as Trustee
(incorporated by reference to Exhibit 4.1 to the registrants Form S-4 filed May 28, 1999
(file No. 333-79665))4.3
    Form of MediaNews Group, Inc. 8 5/8% Senior Subordinated Notes due 2011, Series B
(contained in the Indenture filed as Exhibit 4.1)4.4
    Indenture dated as of November 25, 2003 between MediaNews Group, Inc., as Issuer, and
The Bank of New York, as Trustee (incorporated by reference to Exhibit 4.4 to the
registrants Form 8-K filed January 14, 2004)4.5
    Registration Rights Agreement dated as of November 25, 2003 between MediaNews Group,
Inc., as Issuer and Deutsche Bank Securities, Inc., Banc of America Securities LLC,
Wachovia Capital Markets, LLC, BNY Capital Markets, Inc., Fleet Securities, Inc. and
McDonald Investments, Inc., (incorporated by reference to Exhibit 4.2 to the registrants
Form 10-Q for the period ended December 31, 2003)4.6
    Form of MediaNews Group, Inc.s 6 7/8% Senior Subordinated Notes due 2013 (contained in
the Indenture filed as Exhibit 4.4 to the registrants Form 8-K filed January 14, 2004)4.7
    Indenture dated as of January 26, 2004 between MediaNews Group, Inc., as Issuer, and
The Bank of New York, as Trustee (incorporated by reference to
Exhibit 4.4 to the registrants Form 10-Q for the period
ended December 31, 2003)4.8
    Registration Rights Agreement dated as of January 26, 2004 between MediaNews Group,
Inc. as Issuer and Deutsche Bank Securities Inc., Banc of America Securities LLC, Wachovia
Capital Markets, LLC, Credit Lyonnais Securities (USA) Inc., and Stephens Inc.
(incorporated by reference to Exhibit 4.5 to the registrants Form 10-Q for the period
ended December 31, 2003)4.9
    Form of MediaNews Group, Inc.s 6 3/8% Senior Subordinated Notes due 2014 (contained in
the Indenture filed as Exhibit 4.7) 25




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##### Table of Contents



EXHIBIT INDEX (continued) Exhibits (continued)  10.1
    Credit Agreement dated as of December 30, 2003 by and among MediaNews Group, Inc., the
guarantors named therein, the lenders named therein, and Bank of America, N.A., as
administrative agent (the Credit Agreement) (incorporated by reference to Exhibit 10.1 to
the registrants Form 8-K filed January 14, 2004)10.2
    First Amendment to Credit Agreement, dated as of January 20, 2004, by and among
MediaNews Group, Inc., the guarantors named therein, the lenders named therein and Bank of
America, N.A., as administrative agent (incorporated by reference to Exhibit 10.12 to the
registrants Form S-4 filed February 23, 2004)10.3
    Second Amendment to Credit Agreement, dated as of April 16, 2004, by and among
MediaNews Group, Inc., the guarantors named therein, the lenders named therein and Bank of
America, N.A., as administrative agent**10.4
    Third Amendment to Credit Agreement, dated as of August 30, 2004, by and among
MediaNews Group, Inc., the guarantors named therein, the lenders named therein and Bank of
America, N.A., as administrative agent**10.5
    Amended and Restated Shareholders Agreement of MediaNews Group, Inc. by and among
MediaNews Group, Inc. and the shareholders named therein, effective as of January 31, 2000,
and amended and restated as of March 16, 2004 (incorporated by reference to Exhibit 10.7 to
the registrants Form S-4/A (File No. 333-113028), filed March 18, 2004)10.6
    Employment Agreement dated March 15, 2000 between MediaNews and William Dean Singleton
(incorporated by reference to Exhibit 10.4 to the registrants Form 10-Q for the period
ended March 31, 2000)*10.7
    Employment Agreement dated March 15, 2000 between MediaNews and Joseph J. Lodovic IV
(incorporated by reference to Exhibit 10.19 to the registrants Form 10-Q for the period
ended March 31, 2000)*10.8
    Amended and Restated Joint Operating Agreement, dated as of April 30, 2004 by and
between York Newspapers, Inc., York Newspapers Holdings, Inc., The York Newspaper Company,
York Newspapers Holdings, L.P. and York Dispatch Publishing Company,
LLC**10.9
    Third Amended and Restated Shareholders Agreement dated as of June 30, 1999 among the
shareholders of Denver Newspapers, Inc. (now known as The Denver Post Corporation)
(incorporated by reference to Exhibit 10.18 to the registrants Form S-4/A filed July 12,
1999)10.10
    Singleton Family Voting Trust Agreement for MediaNews Group, Inc. dated January 31,
2000 (incorporated by reference to Exhibit 10.21 to the registrants Form 10-Q for the
period ended March 31, 2000) 26




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EXHIBIT INDEX (continued) Exhibits (continued)  10.11
    Scudder Family Voting Trust Agreement for MediaNews Group, Inc. dated January 31, 2000
(incorporated by reference to Exhibit 10.22 to the registrants Form 10-Q for the period
ended March 31, 2000)10.12
    Amendment and Restatement of Agreement, by and between Kearns-Tribune, LLC and Deseret
News Publishing Company, dated as of January 2, 2001 (incorporated by reference to Exhibit
10.10 to the registrants Form S-4 filed February 23, 2004)10.13
    Option Purchase Agreement between Garden State Newspapers, Inc., the predecessor of
MediaNews Group, Inc., and Greenco, Inc., dated as of January 30, 1998 (incorporated by
reference to Exhibit 10.13 to the registrants Form S-4 filed February 23, 2004)10.14
    Joint Operating Agreement by and between The Denver Post Corporation, Eastern Colorado
Production Facilities, Inc., The Denver Newspaper Agency LLP and The Denver Publishing
Company, dated as of May 11, 2000 (incorporated by reference to Exhibit 10.14 to the
registrants Form S-4 filed February 23, 2004)10.15
    First Amendment to the Joint Operating Agreement by and among The Denver Post
Corporation, Eastern Colorado Production Facilities, Inc., The Denver Newspaper Agency LLP
and The Denver Publishing Company, dated January 22, 2001 (incorporated by reference to
Exhibit 10.15 to the registrants Form S-4 filed February 23, 2004)10.16
    Limited Liability Partnership Agreement of The Denver Newspaper Agency LLP dated as of
January 22, 2001 (incorporated by reference to Exhibit 10.16 to the registrants Form S-4
filed February 23, 2004)10.17
    Amended and Restated Partnership Agreement for Texas-New Mexico Newspapers
Partnership, by and among Gannett Texas L.P. and New Mexico-Texas MediaNews LLC, dated
March 21, 2003 (incorporated by reference to Exhibit 10.17 to the registrants Form S-4
filed February 23, 2004)10.18
    Second Amended and Restated Partnership Agreement for California Newspapers
Partnership, a Delaware General Partnership, by and among West Coast MediaNews LLC; Donrey
Newspapers LLC; The Sun Company of San Bernardino, California; California Newspapers, Inc.;
Media WestSBC, Inc. and MediaWestCNI, Inc., dated as of May 30, 2003 (incorporated by
reference to Exhibit 10.18 to the registrants Form S-4 filed February 23, 2004)10.19
    Tax Agreement among MediaNews Group, Inc., Denver Newspapers, Inc. and Media General,
Inc., dated as of June 30, 1999 (incorporated by reference to Exhibit 10.19 to the
registrants Form S-4/A filed July 12, 1999)10.20
    Purchase Agreement, dated as of April 30, 2004, between Buckner News Alliance, Inc.,
MediaNews Group, Inc., York Newspapers Holdings, LLC, MediaNews Group Interactive and York
Daily Record LLC and related side letter** 27




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EXHIBIT INDEX (continued) Exhibits (continued)  10.21
    Master Restructuring and Purchase Agreement, dated as of May 7, 2004, among Daily
Gazette Company, MediaNews Group, Inc., Charleston Publishing Company and Charleston
Newspapers**21.1
    Subsidiaries of MediaNews Group, Inc.**31.1
    Certification pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002***31.2
    Certification pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002***31.3
    Certification pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002***32.1
    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***   
 28




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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:  April 29, 2005
    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 29




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Index to Exhibits Exhibits  3.1
    Second Restated and Amended Certificate of Incorporation (incorporated by reference to
Exhibit 3.1 to the registrants Form 8-K filed January 14, 2004)3.2
    Amended and Restated Bylaws of MediaNews Group, Inc.**4.1
    Registration Rights Agreement dated May 20, 1994, between Affiliated Newspapers
Investments, Inc. (the predecessor to the registrant) and BT Securities Corporation
(incorporated by reference to Exhibit 4.3 to Form S-1/A of Affiliated Newspapers
Investments, Inc., filed May 6, 1994 (File No. 33-75158))4.2
    Form of Indenture dated as of March 16, 1999 between Garden State Newspapers, Inc., the
predecessor of MediaNews Group, Inc., as Issuer, and The Bank of New York as Trustee
(incorporated by reference to Exhibit 4.1 to the registrants Form S-4 filed May 28, 1999
(file No. 333-79665))4.3
    Form of MediaNews Group, Inc. 8 5/8% Senior Subordinated Notes due 2011, Series B
(contained in the Indenture filed as Exhibit 4.1)4.4
    Indenture dated as of November 25, 2003 between MediaNews Group, Inc., as Issuer, and
The Bank of New York, as Trustee (incorporated by reference to Exhibit 4.4 to the
registrants Form 8-K filed January 14, 2004)4.5
    Registration Rights Agreement dated as of November 25, 2003 between MediaNews Group,
Inc., as Issuer and Deutsche Bank Securities, Inc., Banc of America Securities LLC,
Wachovia Capital Markets, LLC, BNY Capital Markets, Inc., Fleet Securities, Inc. and
McDonald Investments, Inc., (incorporated by reference to Exhibit 4.2 to the registrants
Form 10-Q for the period ended December 31, 2003)4.6
    Form of MediaNews Group, Inc.s 6 7/8% Senior Subordinated Notes due 2013 (contained in
the Indenture filed as Exhibit 4.4 to the registrants Form 8-K filed January 14, 2004)4.7
    Indenture dated as of January 26, 2004 between MediaNews Group, Inc., as Issuer, and
The Bank of New York, as Trustee (incorporated by reference to
Exhibit 4.4 to the registrants Form 10-Q for the period
ended December 31, 2003)4.8
    Registration Rights Agreement dated as of January 26, 2004 between MediaNews Group,
Inc. as Issuer and Deutsche Bank Securities Inc., Banc of America Securities LLC, Wachovia
Capital Markets, LLC, Credit Lyonnais Securities (USA) Inc., and Stephens Inc.
(incorporated by reference to Exhibit 4.5 to the registrants Form 10-Q for the period
ended December 31, 2003)4.9
    Form of MediaNews Group, Inc.s 6 3/8% Senior Subordinated Notes due 2014 (contained in
the Indenture filed as Exhibit 4.7)




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EXHIBIT INDEX (continued) Exhibits (continued)  10.1
    Credit Agreement dated as of December 30, 2003 by and among MediaNews Group, Inc., the
guarantors named therein, the lenders named therein, and Bank of America, N.A., as
administrative agent (the Credit Agreement) (incorporated by reference to Exhibit 10.1 to
the registrants Form 8-K filed January 14, 2004)10.2
    First Amendment to Credit Agreement, dated as of January 20, 2004, by and among
MediaNews Group, Inc., the guarantors named therein, the lenders named therein and Bank of
America, N.A., as administrative agent (incorporated by reference to Exhibit 10.12 to the
registrants Form S-4 filed February 23, 2004)10.3
    Second Amendment to Credit Agreement, dated as of April 16, 2004, by and among
MediaNews Group, Inc., the guarantors named therein, the lenders named therein and Bank of
America, N.A., as administrative agent**10.4
    Third Amendment to Credit Agreement, dated as of August 30, 2004, by and among
MediaNews Group, Inc., the guarantors named therein, the lenders named therein and Bank of
America, N.A., as administrative agent**10.5
    Amended and Restated Shareholders Agreement of MediaNews Group, Inc. by and among
MediaNews Group, Inc. and the shareholders named therein, effective as of January 31, 2000,
and amended and restated as of March 16, 2004 (incorporated by reference to Exhibit 10.7 to
the registrants Form S-4/A (File No. 333-113028), filed March 18, 2004)10.6
    Employment Agreement dated March 15, 2000 between MediaNews and William Dean Singleton
(incorporated by reference to Exhibit 10.4 to the registrants Form 10-Q for the period
ended March 31, 2000)*10.7
    Employment Agreement dated March 15, 2000 between MediaNews and Joseph J. Lodovic IV
(incorporated by reference to Exhibit 10.19 to the registrants Form 10-Q for the period
ended March 31, 2000)*10.8
    Amended and Restated Joint Operating Agreement, dated as of April 30, 2004 by and
between York Newspapers, Inc., York Newspapers Holdings, Inc., The York Newspaper Company,
York Newspapers Holdings, L.P. and York Dispatch Publishing Company,
LLC**10.9
    Third Amended and Restated Shareholders Agreement dated as of June 30, 1999 among the
shareholders of Denver Newspapers, Inc. (now known as The Denver Post Corporation)
(incorporated by reference to Exhibit 10.18 to the registrants Form S-4/A filed July 12,
1999)10.10
    Singleton Family Voting Trust Agreement for MediaNews Group, Inc. dated January 31,
2000 (incorporated by reference to Exhibit 10.21 to the registrants Form 10-Q for the
period ended March 31, 2000)




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##### Table of Contents



EXHIBIT INDEX (continued) Exhibits (continued)  10.11
    Scudder Family Voting Trust Agreement for MediaNews Group, Inc. dated January 31, 2000
(incorporated by reference to Exhibit 10.22 to the registrants Form 10-Q for the period
ended March 31, 2000)10.12
    Amendment and Restatement of Agreement, by and between Kearns-Tribune, LLC and Deseret
News Publishing Company, dated as of January 2, 2001 (incorporated by reference to Exhibit
10.10 to the registrants Form S-4 filed February 23, 2004)10.13
    Option Purchase Agreement between Garden State Newspapers, Inc., the predecessor of
MediaNews Group, Inc., and Greenco, Inc., dated as of January 30, 1998 (incorporated by
reference to Exhibit 10.13 to the registrants Form S-4 filed February 23, 2004)10.14
    Joint Operating Agreement by and between The Denver Post Corporation, Eastern Colorado
Production Facilities, Inc., The Denver Newspaper Agency LLP and The Denver Publishing
Company, dated as of May 11, 2000 (incorporated by reference to Exhibit 10.14 to the
registrants Form S-4 filed February 23, 2004)10.15
    First Amendment to the Joint Operating Agreement by and among The Denver Post
Corporation, Eastern Colorado Production Facilities, Inc., The Denver Newspaper Agency LLP
and The Denver Publishing Company, dated January 22, 2001 (incorporated by reference to
Exhibit 10.15 to the registrants Form S-4 filed February 23, 2004)10.16
    Limited Liability Partnership Agreement of The Denver Newspaper Agency LLP dated as of
January 22, 2001 (incorporated by reference to Exhibit 10.16 to the registrants Form S-4
filed February 23, 2004)10.17
    Amended and Restated Partnership Agreement for Texas-New Mexico Newspapers
Partnership, by and among Gannett Texas L.P. and New Mexico-Texas MediaNews LLC, dated
March 21, 2003 (incorporated by reference to Exhibit 10.17 to the registrants Form S-4
filed February 23, 2004)10.18
    Second Amended and Restated Partnership Agreement for California Newspapers
Partnership, a Delaware General Partnership, by and among West Coast MediaNews LLC; Donrey
Newspapers LLC; The Sun Company of San Bernardino, California; California Newspapers, Inc.;
Media WestSBC, Inc. and MediaWestCNI, Inc., dated as of May 30, 2003 (incorporated by
reference to Exhibit 10.18 to the registrants Form S-4 filed February 23, 2004)10.19
    Tax Agreement among MediaNews Group, Inc., Denver Newspapers, Inc. and Media General,
Inc., dated as of June 30, 1999 (incorporated by reference to Exhibit 10.19 to the
registrants Form S-4/A filed July 12, 1999)10.20
    Purchase Agreement, dated as of April 30, 2004, between Buckner News Alliance, Inc.,
MediaNews Group, Inc., York Newspapers Holdings, LLC, MediaNews Group Interactive and York
Daily Record LLC and related side letter**




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##### Table of Contents



EXHIBIT INDEX (continued) Exhibits (continued)  10.21
    Master Restructuring and Purchase Agreement, dated as of May 7, 2004, among Daily
Gazette Company, MediaNews Group, Inc., Charleston Publishing Company and Charleston
Newspapers**21.1
    Subsidiaries of MediaNews Group, Inc.**31.1
    Certification pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002***31.2
    Certification pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002***31.3
    Certification pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002***32.1
    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***